General conditions

ARTICLE 1. DEFINITIONS

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

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

ARTICLE 2. APPLICABILITY

These Terms and Conditions apply to:

All offers, quotations and concluded agreements of HARMLESS AGENCY
Services performed by HARMLESS AGENCY
All other acts performed by HARMLESS AGENCY.

By signing an agreement with HARMLESS AGENCY, the client declares that he has read and agrees to these HARMLESS AGENCY Terms and Conditions.
All offers are without obligation unless the offer expressly states otherwise in writing.
Applicability of any purchase or other conditions of the client is expressly rejected.
If any provision of these General Terms and Conditions is void or is voided, the other provisions of these General Terms and Conditions shall remain in full force and HARMLESS AGENCY and client shall enter into consultations in order to agree new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the void or voided provision.

ARTICLE 3. OFFERS AND QUOTATIONS

Quotes made by HARMLESS AGENCY are non-binding; they are valid for three months unless otherwise indicated.
HARMLESS AGENCY is only bound by offers if the acceptance thereof is confirmed to HARMLESS AGENCY by the client in writing and signed within three months, unless otherwise indicated.
A composite quotation does not obligate HARMLESS AGENCY to perform any portion of the order at a corresponding portion 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, however, be payable.
Offers or quotations do not apply to future orders unless otherwise indicated.
Offers or quotations do not apply to other current orders unless otherwise indicated.

ARTICLE 4. PRICES, BILLING AND PAYMENTS.

In the case of an agreement in which there are amounts to be paid periodically 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.
Rate changes may occur in the event of changes in the content of the assignment, renewal of the assignment or changes in laws and regulations applicable to HARMLESS AGENCY.
Unless otherwise agreed: 50% deposit on the total cost after approval of the quote. 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 (50%) 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.
Payment of the invoice amount must be made no later than 14 days after the invoice date, in the manner indicated by HARMLESS AGENCY in the currency in which the invoice was declared. 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.
All costs, falling on the payment, including exchange and bank charges, shall be borne by the client.
The signer of an offer is jointly and severally 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 email, orally or in any other way.
If the project is stopped midway, either by Harmless Agency or the client, the first 50% remains Harmless Agency’s as payment for 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.
If client does not pay the amounts due within the agreed period, reminder costs will be charged. These reminder costs amount to € 60.00 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

The client shall ensure timely delivery of material. During the project, HARMLESS AGENCY will indicate to the client when materials are to be delivered at the latest.
HARMLESS AGENCY may use the client’s website for promotion and/or publicity unless otherwise agreed.
Failure to deliver material on time will result in an additional charge of 4 hours of labor, based on our hourly rate of €60.00 excluding VAT per hour.
After approval of the order, it is not possible for the client to unilaterally withdraw the order. Depending on the status, the total amount will be charged. Even if the assignment has not been fully completed at that time.

ARTICLE 6. PERFORMANCE OF THE AGREEMENT

HARMLESS AGENCY shall use its best efforts to perform the services with care, where appropriate in accordance with the arrangements made in writing with the client.
If the contract of performance is entered into with a view to performance by a specific person, HARMLESS AGENCY shall always be entitled to replace such person by one or more other persons with the same qualifications.
The client shall ensure that all information which HARMLESS AGENCY indicates is necessary or which the client should reasonably understand is 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 HARMLESS AGENCY is unable to perform its monthly work due to the fault of the client, the work performed will be charged.
HARMLESS AGENCY is not liable for damages of any kind due to user’s reliance on inaccurate and/or incomplete information provided by the client, unless such inaccuracy or incompleteness should have been apparent to HARMLESS AGENCY.
For writing articles commissioned by the client, HARMLESS AGENCY has the right to have a client sign an assignment form. This is in order, for example, to prove to event organizers that HARMLESS AGENCY has been commissioned to do so, without having to produce the signed quote.
If work is performed by HARMLESS AGENCY or third parties engaged by HARMLESS AGENCY in the context of the assignment at the client’s location or a location designated by the client, the client shall provide free of charge the facilities reasonably required by those employees.
Client shall indemnify HARMLESS AGENCY for any claims of third parties, which in connection with the execution of the agreement suffer damage attributable to client.
Support for Internet Explorer (IE) will not be included by default. If the customer wishes this, this agreement will have to be submitted in writing. The costs will be specified separately in the invoice.

ARTICLE 7. CHANGES AND ADDITIONAL WORK

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.
To the extent that a fixed price has been agreed for the services and products and the parties intend to enter into a separate agreement regarding additional work or performance, HARMLESS AGENCY. Inform Client in writing in advance of the financial consequences of such additional work or performance.
Rate changes may occur in the event of changes in the content of the assignment, renewal of the assignment or changes in laws and regulations applicable to HARMLESS AGENCY.

ARTICLE 8. DURATION AND TERMINATION

Contracts related to domain name registration and hosting have a notice period of 2 months. These contracts are tacitly renewed every year.
Other update- support, security and online marketing contracts have a minimum term of 1 year and are tacitly renewed every year by 1 year. (notice period of 2 months) Unless otherwise agreed upon.
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.
HARMLESS AGENCY has the right to temporarily or fully decommission delivered products and services and/or restrict their use if the client fails to comply with the agreement and obligation towards HARMLESS AGENCY or acts in breach of these general terms and conditions. In case of failure to pay for the service provided by HARMLESS AGENCY.
HARMLESS AGENCY shall notify the client in advance, unless in all reasonableness and fairness HARMLESS AGENCY cannot be required to do so. The obligation to pay the amounts due shall continue to exist even during the decommissioning.

ARTICLE 9. DELIVERY AND DELIVERY TIME

Unless expressly agreed otherwise, shipment of the goods shall take place at the expense and risk of the client, even if the transportation should take place by us and/or at our expense.
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 the client be entitled to cancel the agreement, refuse receipt of the goods and services or payment thereof, or to claim damages.

ARTICLE 10. COPYRIGHT

All goods provided to HARMLESS AGENCY will be returned to the client if the client so desires.
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

HARMLESS AGENCY and persons employed in the assignment to execute the agreement, including our personnel, can in no way be held liable by the client for damages of any kind, trading losses and other consequential damages suffered by anyone, arising out of, or in connection with products or services supplied or made available by us
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

In the event of force majeure, HARMLESS AGENCY shall be entitled to regard the agreement as dissolved without judicial intervention and without being obliged to pay compensation as a result.
Force majeure to fulfill our obligations means any foreign cause, which cannot be attributed to us and which prevents the fulfillment of the contract, or hinders or makes it difficult to fulfill the contract to such a serious extent, that such fulfillment cannot reasonably be required of us.
HARMLESS AGENCY is not liable for the consequences of events at a hosting provider, domain name registrar or others beyond HARMLESS AGENCY’s control.
When acquiring an external product, HARMLESS AGENCY cannot be held responsible for incomplete pieces, 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

Should any provision of these terms and conditions, in the opinion of the competent court, be inapplicable or contrary to public policy or law, then 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 otherwise these general terms and conditions shall remain in full force and effect.
All our offers and agreements concluded with us are governed by Dutch law.
HARMLESS AGENCY may amend and supplement the General Terms and Conditions at any time without prior notice and giving reasons. Amendments shall also apply with respect to agreements already concluded subject to a period of 30 days after the announcement of the amendments.
HARMLESS AGENCY has the right to take delivered products and services out of service temporarily if maintenance work is necessary.

ARTICLE 14. THIRD PARTIES

HARMLESS AGENCY is not liable for price changes implemented by hosting providers or third parties. These prices are implemented by HARMLESS AGENCY without notice.
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

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.
The website produced by HARMLESS AGENCY is and remains the property of the client after payment of the agreed fee due.
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.