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Algemene voorwaarden

ARTICLE 1. DEFINITIONS

In these Terms and Conditions, the following terms are used in the following meanings unless expressly stated otherwise.

  1. Client: the counterparty of HARMLESS AGENCY.
  2. Agreement: the agreement between (1.) client and HARMLESS AGENCY

 

ARTICLE 2. APPLICABILITY

  1. These General Terms and Conditions apply to:
  • All offers, quotations and contracts concluded by HARMLESS AGENCY
  • Services provided by HARMLESS AGENCY
  • All other actions performed by HARMLESS AGENCY.
  1. By signing a contract with HARMLESS AGENCY, the client declares that it has read these HARMLESS AGENCY Terms and Conditions and agrees to be bound by them.
  2. All offers are without obligation unless otherwise expressly stated in writing in the offer.
  3. Applicability of any purchase or other terms and conditions of the client is expressly rejected.
  4. If any provision of these General Terms and Conditions is null and void or annulled, the other provisions of these General Terms and Conditions shall remain in full force and HARMLESS AGENCY and the client shall consult in order to agree new provisions to replace the null and void or annulled provisions, taking into account as far as possible the purpose and meaning of the null and void or annulled provision.

ARTICLE 3. OFFERS AND QUOTATIONS

  1. Quotations made by HARMLESS AGENCY are without obligation; they are valid for three months unless otherwise indicated.
  2. HARMLESS AGENCY is only bound by quotations if the acceptance thereof is confirmed to HARMLESS AGENCY in writing and signed by the client within three months, unless otherwise indicated.
  3. A composite quotation does not oblige HARMLESS AGENCY to perform part of the order at a corresponding part of the quoted price. HARMLESS AGENCY may choose not to perform a portion of the order. Naturally, this portion will then not be charged. The other work of the order will be payable.
  4. Offers or quotations do not apply to future assignments unless otherwise stated.
  5. Offers or quotations do not apply to other current assignments unless otherwise indicated.

 

ARTICLE 4. PRICES, BILLING AND PAYMENTS.

  1. In the case of an agreement in which there are periodic payments to be made by the client, HARMLESS AGENCY shall be entitled to adjust the applicable prices and rates by means of a written notice at least two months in advance.
  2. Rate changes may be made in the event of a change in the content of the assignment, in the event of an extension of the assignment or in the event of changes in legislation and regulations applicable to HARMLESS AGENCY.
  3. Unless otherwise agreed: down payment of 20% on the total cost after approval of the offer and 60% when the website is designed. The website will be placed in a temporary place on the Internet where progress can be viewed. After the completion of the website, the remaining amount will be invoiced. Upon receipt of the amount, the website will be placed in its final location on the Internet or sent for going live. This depends on the location of the website. Locations other than internal servers of HARMLESS AGENCY will be sent up unless otherwise specified.
  4. Payment of the invoice amount shall be made no more than 14 days after the invoice date, in the manner indicated by HARMLESS AGENCY in the currency invoiced. Objections to the amount of the invoices do not suspend the payment obligation. Objections to the invoice must be made known to HARMLESS AGENCY in writing within 14 days.
  5. All costs, incidental to payment, including exchange and bank charges, shall be borne by the client.
  6. The signer of an offer is jointly liable with the client, natural or legal person in the name of and on behalf of whom he acts, in case of abuse of power, as well as in case of lack of complete identification of this client. The agreement between the parties is considered concluded from the moment the client has signed or accepted/agreed to the offer. Either by mail, orally or in any other way.
  7. If the project is stopped midway, either by Harmless Agency or by the client, the first 50% remains Harmless Agency’s payment for the start-up costs and hours worked. This is necessary to cover our costs of starting the project and compensate for the hours already put into the project.
  8. If the customer does not pay the amounts due within the agreed period, reminder costs will be charged. These reminder costs amount to € 50.00 excluding VAT. If the client remains in default of payment after notice of default, the claim may be handed over to a collection agency, in which case the client shall be obliged to pay the full extrajudicial and judicial costs in addition to the total amount then due.

ARTICLE 5. OBLIGATIONS OF THE CLIENT

  1. The client shall ensure timely delivery of material. During the project, HARMLESS AGENCY will indicate to the client when materials must be delivered at the latest.
  2. HARMLESS AGENCY may use the client’s website for promotion and/or publicity, unless otherwise agreed.
  3. If material is not delivered on time, an additional 4 hours of labor will be charged, based on our hourly rate of €55.00 excluding VAT per hour.
  4. After approval of the order, it is not possible for the client to unilaterally withdraw the order. The total amount will be charged. Even if the assignment has not yet been completed at that time.

 

ARTICLE 6. PERFORMANCE OF THE CONTRACT

  1. HARMLESS AGENCY shall make every effort to perform the services to the best of its ability, where appropriate in accordance with the arrangements made in writing with the client.
    If the execution agreement has been entered into with a view to execution by a specific person, HARMLESS AGENCY shall always be entitled to replace this person by one or more other persons with the same qualifications.
  2. The client shall ensure that all information which HARMLESS AGENCY indicates to be necessary or which the client should reasonably understand to be necessary for the execution of the agreement is provided to HARMLESS AGENCY in a timely manner. If the information required for the execution of the agreement is not provided to HARMLESS AGENCY in a timely manner, HARMLESS AGENCY shall be entitled to suspend the execution of the agreement and/or to charge the client for the additional costs resulting from the delay. In the event that
  3. HARMLESS AGENCY is unable to perform its monthly work due to the fault of the client, the work purchased will still be charged.
  4. HARMLESS AGENCY is not liable for damage, of any kind, due to user having relied on inaccurate and/or incomplete information provided by the client, unless such inaccuracy or incompleteness should have been apparent to HARMLESS AGENCY.
  5. For writing articles commissioned by the client, HARMLESS AGENCY is entitled to have a client sign an assignment form. This is in order, for example, to be able to demonstrate to event organizers that HARMLESS AGENCY has been commissioned to do this without having to produce the signed quotation.
  6. If work is carried out by HARMLESS AGENCY or third parties engaged by HARMLESS AGENCY in the context of the order at the client’s location or a location designated by the client, the client shall ensure, free of charge, the facilities reasonably required by those employees.
  7. The client indemnifies HARMLESS AGENCY against any claims from third parties who suffer damage attributable to the client in connection with the execution of the agreement.

 

ARTIKEL 7. WIJZIGINGEN EN MEERWERK 

  1. If HARMLESS AGENCY has performed work or other performance at the request or with the prior consent of the client that falls outside the content or scope of the agreed services and products, such work or performance shall be reimbursed by the client to HARMLESS AGENCY in accordance with HARMLESS AGENCY’s usual rates. However, HARMLESS AGENCY is not obliged to comply with such a request and may require that a separate written agreement be concluded for this purpose.
  2. Insofar as a fixed price has been agreed for services and products and the parties intend to enter into a separate agreement with regard to additional work or performance, HARMLESS AGENCY shall. Inform Client in advance in writing of the financial consequences of such additional work or performance.
  3. Rate changes may take place in the event of a change in the content of the assignment, in the event of an extension of the assignment or in the event of changes in legislation and regulations applicable to HARMLESS AGENCY.

 

ARTICLE 8. DURATION AND TERMINATION

  1. Contracts related to domain name registration and hosting have a notice period of 2 months. These contracts are tacitly renewed every year.
  2. Other update support, security and online marketing contracts have a minimum term of 1 year and are tacitly renewed every year with 1 year. (notice period of 2 months) Unless otherwise agreed upon.
  3. HARMLESS AGENCY may immediately terminate an agreement with the client if the client fails to comply, improperly or incompletely with the agreement(s) entered into with HARMLESS AGENCY including its terms and conditions.
  4. HARMLESS AGENCY has the right to put delivered products and services temporarily or completely out of use and/or to restrict their use if the client does not comply with the agreement and obligation towards HARMLESS AGENCY or violates these general terms and conditions. In the event of failure to pay for the service provided by HARMLESS AGENCY.
  5. HARMLESS AGENCY notify the client in advance, unless this cannot in all reasonableness and fairness be required of HARMLESS AGENCY. The obligation to pay the amounts due shall continue to exist during the out-of-service period.

 

ARTICLE 9. DELIVERY AND DELIVERY TIME

  1. Unless expressly agreed otherwise, shipment of the goods shall take place at the expense and risk of the client, even if the transport is carried out by us and/or at our expense.
  2. However, exceeding the delivery time shall never constitute default and shall not affect the client’s obligation to take delivery of the goods and services. Under no circumstances shall client be entitled to cancel the agreement, to refuse receipt of the goods and services or payment thereof, or to claim damages.

 

ARTICLE 10. COPYRIGHT

  1. All goods provided to HARMLESS AGENCY will be returned to the client if the client so desires.
  2. All website and promotional materials developed by HARMLESS AGENCY may be used by HARMLESS AGENCY for its own promotional purposes unless otherwise agreed in writing with the client.

 

ARTICLE 11. LIABILITY AND INDEMNIFICATION

  1. HARMLESS AGENCY and persons employed on the instruction to execute the agreement, including our personnel, cannot in any way be held liable by the client for damage of any nature whatsoever, trading losses and other consequential losses suffered by anyone, arising from, or in connection with, products or services supplied or made available by us
  2. HARMLESS AGENCY’s liability shall at all times be limited to the amount charged or to be charged to the client.

 

ARTICLE 12. FORCE MAJEURE

  1. In the event of force majeure, HARMLESS AGENCY shall be entitled to regard the contract as dissolved without judicial intervention and without being obliged to pay compensation.
  2. Force majeure to meet our obligations shall include any external cause which cannot be attributed to us and which prevents us from fulfilling the contract or hinders or makes it so difficult to fulfil the contract that we cannot reasonably be expected to do so.
  3. HARMLESS AGENCY is not liable for the consequences of events at a hosting provider, domain name registrant or others over which HARMLESS AGENCY has no control.
  4. When acquiring an external product, HARMLESS AGENCY cannot be held responsible for incompletes, problems with the software or its use or other forms of defects that occur in the acquired software. This is because HARMLESS AGENCY cannot guarantee quality in acquired products. In case of investigation or action taken, the hourly rate may be applied retroactively if it appears that the action taken is not the responsibility of HARMLESS AGENCY.

 

ARTICLE 13. MISCELLANEOUS PROVISIONS

  1. Should any provision of these terms and conditions, in the opinion of the competent court, be inapplicable or contrary to public policy or the law, only the provision in question shall be considered unwritten and the parties shall replace it with one or more provisions that are as close as possible to the conflicting provision(s) and these general terms and conditions shall otherwise remain in full force.
  2. All our offers and agreements concluded with us are governed by Dutch law.
  3. HARMLESS AGENCY may amend and supplement the General Terms and Conditions at any time without prior notice and stating reasons. Amendments shall also apply in respect of agreements already entered into subject to a period of 30 days after notification of the amendments.
  4. HARMLESS AGENCY is entitled to take delivered products and services out of service temporarily if maintenance work is necessary.

 

ARTICLE 14. THIRD PARTIES

  1. HARMLESS AGENCY is not liable for price changes implemented by hosting providers or third parties. These prices are implemented by HARMLESS AGENCY without notice.
  2. HARMLESS AGENCY is not liable for the consequences of registering (with personal data) domain name and hosting with a hosting provider and/or domain name registrant.

 

ARTICLE 15. RETENTION OF TITLE

  1. Client is and will remain the owner of all passwords and other documents obtained relating to his website, domain name and hosting. These data will not be provided to third parties without the express prior requested and given consent of the client.
  2. The website produced by HARMLESS AGENCY is and remains the property of the client after payment of the agreed fee due.
  3. Scripts and programs developed by HARMLESS AGENCY or others used in and/or in the creation of the website remain the property of HARMLESS AGENCY. These are developed additional features and plugins. If the client decides to move the maintenance & management to another party, HARMLESS AGENCY may decide that license fees will be charged for these features.

 

Finally, we want to emphasize that it is essential to carefully read and understand our terms and conditions before entering into a project with us. If you have any questions about our terms and conditions, please feel free to contact us. We will be happy to assist you further.