1 Definitions
In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise.

Principal; the opposing party of 043WEB B.V.
Agreement; the service agreement

2 General
2.1 These terms and conditions apply to every offer, quotation and agreement between 043WEB B.V. and a client to which 043WEB B.V. has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.

2.2 These terms and conditions also apply to all agreements with 043WEB B.V. for the execution of which third parties need to be involved.

2.3 Any deviations from these general terms and conditions shall only be valid if expressly agreed in writing.

2.4 The applicability of any purchase or other conditions of the client is in principle rejected.

2.5 If one or more provisions of these general terms and conditions are null and void or may be annulled, the other provisions of these general terms and conditions shall remain fully applicable. 043WEB B.V. and the customer shall then still consult to agree on new provisions to replace the void or nullified provisions, whereby the purpose and meaning of the original provision shall be observed if and as far as possible.

3 Offers and tenders
3.1 All offers are non-binding unless the offer specifies a deadline for acceptance.

3.2 Quotations made by 043WEB B.V. are non-binding; they are valid for 30 days unless otherwise stated. 043WEB B.V. is only bound to the quotations if the acceptance thereof is confirmed by the other party in writing within 30 days unless otherwise stated.

3.3 The prices in the said offers and quotations are exclusive of VAT and other government levies unless indicated otherwise. The total amount of the offer is expressed in amounts ex and including VAT.

3.4 A compound quotation shall not oblige 043WEB B.V. to execute part of the order at a corresponding part of the quoted price.

3.5 Offers or quotations do not automatically apply to future orders.

4 Execution of the agreement
4.1 043WEB B.V. will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of science known at that time.

4.2 If and in so far as required for the proper execution of the agreement, 043WEB B.V. shall be entitled to have certain work performed by third parties.

4.3 The principal shall ensure that all data which 043WEB B.V. indicates to be necessary or which the principal should reasonably understand to be necessary for the execution of the agreement are provided to 043WEB B.V. in due time. If the data necessary for the execution of the contract have not been supplied to 043WEB B.V. in due time, 043WEB B.V. shall be entitled to suspend the execution of the contract.

4.4 043WEB B.V. shall not be liable for damage of any kind resulting from the fact that 043WEB B.V. has relied on incorrect and/or incomplete data provided by the customer unless such incorrectness or incompleteness should have been apparent to 043WEB B.V..

4.5 If it has been agreed that the agreement will be executed in stages, 043WEB B.V. may suspend the execution of those parts belonging to a subsequent stage until the client has approved the results of the preceding stage in writing.

4.6 If work is performed by 043WEB B.V. or by third parties engaged by 043WEB B.V. in the context of the order at the customer's location or at a location designated by the customer, the customer shall provide the facilities reasonably required by those employees free of charge.

4.7 Client shall indemnify 043WEB B.V. against any claims of third parties who suffer damage in connection with the execution of the agreement and which is attributable to Client.

5 Modification of the agreement
5.1. If, during the execution of the agreement, it appears that for a proper execution it is necessary to change or supplement the work to be done, the parties will timely and in mutual consultation adjust the agreement accordingly.

5.2 If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. 043WEB B.V. will inform the customer of this as soon as possible.

5.3 If the amendment or supplement to the agreement will have financial and/or qualitative consequences, 043WEB B.V. will inform the customer thereof in advance.

5.4 If a fixed fee has been agreed, 043WEB B.V. will indicate to what extent the amendment or supplement to the agreement will result in an increase of this fee.

5.5 Contrary to paragraph 3, 043WEB B.V. will not be able to charge additional costs if the change or supplement is the result of circumstances which can be attributed to 043WEB B.V..

5.6 If a fixed fee has been agreed for realisation of a website, the initial delivered content (such as text, images and layout) for the realisation of this website can be changed a maximum of once within the agreed fee.

6 Contract duration; performance period
6.1 The agreement starts after the oral or written approval of the offer and at the time of setting up the (temporary) hosting.      

6.2 The contract between 043WEB B.V. and a client is entered into for a definite period of time unless the nature of the contract dictates otherwise or the parties expressly agree otherwise in writing.

6.3 If within the term of the agreement a term has been agreed for the completion of certain work, this shall never be a deadline. If the term of execution is exceeded, the principal must therefore give 043WEB B.V. written notice of default.

7 Fee
7.1. The parties may agree a fixed fee for the initial assignment when the agreement is concluded.

7.2 If no fixed fee is agreed upon, the fee shall be determined on the basis of hours actually worked. The fee shall be calculated in accordance with 043WEB B.V.'s usual hourly rates, valid for the period in which the work is performed unless a different hourly rate has been agreed.

7.3 For management and maintenance, domain name and hosting, new rates are set annually on 1 January based on the Dutch Consumer Price Index.

7.4 The fee and any cost estimates are exclusive of VAT.

8 Payment
8.1 Payment must be made within 14 days of the invoice date.

8.2 If the client fails to pay within the period of 14 days, the client shall be in default by operation of law. After three reminders, 043WEB B.V. will take the website offline. It will remain offline until the outstanding invoices are paid in full. 

8.3 In case of liquidation, bankruptcy, attachment or suspension of payment of the principal, the claims of 043WEB B.V. on the principal shall be immediately due and payable.

9 Retention of title
9.1 All goods delivered by 043WEB B.V., possibly including designs, templates, licenses, scripts, cms, software, (digital) files, remain the property of 043WEB B.V..

9.2 The client is not authorised to pledge or otherwise encumber the goods subject to retention of title.

9.3 If third parties seize the goods delivered under reservation of title or wish to establish or assert rights to them, customer shall be obliged to inform 043WEB B.V. thereof as soon as may reasonably be expected.

9.4 Goods delivered by 043WEB B.V. which are subject to retention of title pursuant to the provisions under 1. of this article may not be resold and may never be used as a means of payment.

10 Hosting and domain name
10.1 An agreement for hosting of the developed website and, if applicable, the corresponding domain name, will be made externally by 043WEB B.V. to a professional hosting company on behalf of the principal. The contract shall be entered into for a period of one year and shall be tacitly extended by the same period. Termination of the (extended) contract by the principal has to be done to 043WEB B.V. at least 30 days before the end of the contract period.

10.2 043WEB B.V. is not liable for improper use of content (text, photos and videos), failure or inaccessibility due to faults in the Internet or at other providers, failure of electricity, etc.

10.3 The client is not permitted to use the website, in whole or in part, for:

1. acts and or conduct contrary to applicable legal provisions, Netiquette or the guidelines of the Advertising Code Committee;
2. unsolicited sending of large amounts of e-mail with the same content and/or posting an unsolicited message with the same content in large numbers of newsgroups on the Internet (spamming);
3. infringing copyrighted works or otherwise violating third-party intellectual property rights;
4. the publication or distribution of punishable texts and/or visual or audio material including child pornography and discriminatory expressions;
5. sexual harassment or otherwise harassing individuals;
6. Unauthorised intrusion into other computers or sites on the Internet or Intranet whereby any security is breached and/or access is gained by technical intervention using false signals or a false key, or by assuming a false capacity;
7. spreading computer viruses.

10.4 The client is not allowed to use the developed website for erotic, pornographic or racist material, illegal software, MP3 and similar material.

11 Maintenance contract
11.1 If the customer has entered into a maintenance contract with 043WEB B.V., the provisions of this provision shall apply.

11.2 The maintenance contract includes:
- answering questions related to the website.
- adapting existing texts.
- modifying existing images.
- keeping the website up to date including extensions.
- Backing up the website monthly.
- checking the operation of the website.

12 Search engine optimisation
12.1 043WEB B.V. sets up websites technically in accordance with Google standards. The ranking in Google is determined by Google and depends on several factors. At 043WEB B.V. no rights can be derived from the actual ranking by Google.

12.2 For findability in Google, 043WEB B.V. uses a backlinking structure where each customer links to each other via a link page. 

13 Research, advertisements
13.1 Complaints about the work performed must be reported in writing to 043WEB B.V. by the principal within 8 days of discovery, but at the latest within 14 days of completion of the work in question. The notice of default must contain as detailed a description as possible of the shortcoming so that 043WEB B.V. is able to respond adequately.

13.2 If a complaint is well-founded, 043WEB B.V. will still perform the activities as agreed upon, unless this has meanwhile become demonstrably pointless for the principal. The latter must be notified by the customer in writing.

13.3 If the subsequent performance of the agreed work is no longer possible or worthwhile, 043WEB B.V. will only be liable within the limits of Article 15.

14 Termination
14.1 Either party may terminate the agreement in writing at any time.

14.2 If the contract is terminated prematurely by the customer after conclusion of the contract and before implementation of the developed website, 043WEB B.V. shall be entitled to compensation unless facts and circumstances underlying the termination are attributable to 043WEB B.V.. Furthermore, the customer is still obliged to pay the invoice for work performed up to that point.

14.3 If the agreement is terminated prematurely by 043WEB B.V., 043WEB B.V. will, in consultation with the client, see to it that the work still to be performed is transferred to third parties, unless the termination is based on facts and circumstances which are imputable to the client.

14.4 In case of unilateral cancellation by the client, after payment of all outstanding invoices, the transfer code of the domain name will be delivered digitally within 2 weeks.

15 Suspension and dissolution
15.1 043WEB B.V. is authorised to suspend the fulfilment of its obligations or to dissolve the agreement if:
- client does not fulfil or does not fully fulfil its obligations under the agreement.
- after conclusion of the agreement, 043WEB B.V. becomes aware of circumstances giving good ground to fear that the principal will not fulfil his obligations. In case good grounds exist to fear that the principal will only partially or improperly fulfil his obligations, suspension shall only be permitted to the extent justified by the shortcoming.

15.2 Furthermore, 043WEB B.V. is authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the agreement becomes impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the agreement can no longer be reasonably expected.

15.3 If the contract is dissolved, the claims of 043WEB B.V. against the principal shall be immediately due and payable. If 043WEB B.V. suspends fulfilment of its obligations, it shall retain its claims under the law and the contract.

15.4 043WEB B.V. retains the right to claim damages at all times.

16 Return of items made available
16.1 If 043WEB B.V. has made goods available to the principal during the execution of the contract, the principal shall be obliged to return the delivered goods within 14 days in their original state, free of defects and in their entirety. If the customer fails to fulfil this obligation, all resulting costs shall be at his expense.

16.2 If, for any reason whatsoever, the customer still remains in default with the obligation referred to under 1. of this article after having been warned to do so, 043WEB B.V. shall be entitled to recover the resulting damage and costs, including replacement costs, from the customer.

17 Liability
17.1 Should 043WEB B.V. be liable, this liability shall be limited to what has been arranged in this provision.

17.2 If 043WEB B.V. is liable for direct damage, such liability shall be limited to a maximum of twice the amount of the statement of expenses, at least that part of the order to which the liability relates, at any rate to a maximum of € 500 (In words: FIVE HUNDRED Euros).

17.3 Notwithstanding the provisions under 2. of this article, in the case of an order with a duration of more than six months, liability shall be further limited to the fee portion due over the last six months.

17.4 Direct damage means exclusively:
The reasonable costs incurred to establish the cause and extent of the damage, in so far as the establishment relates to damage within the meaning of these conditions. Any reasonable costs incurred to make the defective performance of 043WEB B.V. conform to the agreement unless they cannot be attributed to 043WEB B.V.

17.5 043WEB B.V. shall never be liable for indirect damage including consequential damage, loss of profit, missed savings, damage due to business stagnation and damage caused by hackers.

18 Indemnities
18.1 The principal shall indemnify 043WEB B.V. against claims of third parties concerning intellectual property rights on materials or data provided by the principal which are used in the execution of the agreement.

18.2 If the principal provides 043WEB B.V. with information carriers, electronic files or software etc., the latter guarantees that the information carriers, electronic files or software are free of viruses and defects.

19 Risk transition
19.1 The risk of loss of or damage to the items that are the subject of the agreement shall pass to the customer at the time they are legally and/or actually delivered to the customer and thereby come under the control of the customer or of a third party to be designated by the customer.

20 Force majeure
20.1 The parties are not obliged to comply with any obligation if they are prevented from doing so as a result of a circumstance that is not attributable to fault and for which they are not responsible by virtue of the law, a legal act or generally accepted practice.

20.2 In addition to its definition in law and case law, force majeure shall in these General Terms and Conditions mean all external causes, foreseen or unforeseen, which 043WEB B.V. cannot influence but which prevent 043WEB B.V. from fulfilling the obligations.

20.3 043WEB B.V. shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment occurs after 043WEB B.V. should have fulfilled its obligations.

20.4 The parties may suspend the obligations under the agreement during the period of force majeure. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement without any obligation to compensate the other party for damages.

20.5 Insofar as 043WEB B.V. has already partially fulfilled its obligations resulting from the agreement at the time of the force majeure or will be able to fulfil them and independent value can be attributed to the fulfilled or to the part to be fulfilled respectively, 043WEB B.V. shall be entitled to invoice the fulfilled or to be fulfilled part separately. Client is obliged to pay this invoice as if it were a separate agreement.

21 Secrecy
21.1 Both parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of their agreement. Information shall be considered confidential if it has been communicated by the other party or if it arises from the nature of the information.

21.2 If, by virtue of a statutory provision or a judicial decision, 043WEB B.V. is obliged to provide confidential information to third parties designated by law or by the competent court and 043WEB B.V. cannot invoke a legal right to refuse to give evidence or such a right acknowledged or permitted by the competent court, 043WEB B.V. shall not be obliged to pay damages or compensation and the other party shall not be entitled to dissolve the contract on the ground of any damage resulting from this.

22 Intellectual property and copyright
22.1 Without prejudice to the provisions of these general terms and conditions, 043WEB B.V. reserves the rights and powers to which 043WEB B.V. is entitled under the Copyright Act.

22.2 All documents provided by 043WEB B.V. such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended to be used by the client and may not be reproduced, made public or brought to the notice of third parties by him without the prior consent of 043WEB B.V. unless the nature of the documents provided dictates otherwise.

22.3 043WEB B.V. reserves the right to use the knowledge gained by the execution of the work for other purposes, as long as no confidential information is brought to the knowledge of third parties.

23 Examples
23.1 If an example has been shown or provided to the client, it is presumed to have been provided only as an indication unless it is expressly agreed that the product to be delivered will correspond to it.

24 Disputes
24.1 The court in the domicile of 043WEB B.V. is exclusively competent to take cognizance of disputes unless the subdistrict court is competent. Nevertheless, 043WEB B.V. shall be entitled to submit the dispute to the court which has jurisdiction according to the law.

24.2 The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.

25 Applicable law
25.1 Dutch law shall apply to every agreement between 043WEB B.V. and the customer.

26 Amendment, interpretation and location of the terms and conditions
26.1 The version in force at the time the agreement was concluded shall always apply.

Company data
043WEB B.V.
Oude Maasstraat 31
6229BC Maastricht

Chamber of Commerce: 84833742
VAT: 863399708B01