Part I – General
Article 1 Applicability and applicable law
In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise.
– Client: the other party of WPpowered.nl, a website and sales label of Digital Agency Webfabric. WP powered has its headquarters at 304 S. Jones Blvd, Las Vegas, NV 89107, USA.
– Agreement: the agreement between the client and WPpowered.
a) These general terms and conditions apply to all offers, quotations or agreements between WPpowered and its Client.
b) By making a purchase on WPpowered.nl or signing the offer and / or agreement with WPpowered, the Client declares that he has taken cognizance of and agrees with these general terms and conditions.
c) WPpowered explicitly rejects the application of any purchasing and / or general terms and conditions of its Client.
d) The invalidity or invalidity of one or more definitions in these general terms and conditions does not affect the legal validity of the other definitions.
e) Dutch law applies to the purchase and / or agreement.
f) All disputes, including those considered as such by only one of the parties, will be settled by the Dutch court in the district of Webfabric’s place of business.
Article 2 Rates and payment
a) Client is required to pay 100% of the purchase value in advance, unless otherwise agreed in the quotation.
b) Client is not authorized to settle and / or suspend.
e) If WPpowered takes extrajudicial (collection) measures in the event of client has put WPpowered in default, the costs thereof will be borne by the Client. The extrajudicial costs amount to at least 15% of the invoice amount with a minimum of $ 250,00.
f) WPpowered has the right to demand security from the Client at any time or to demand full payment in advance for the work. WPpowered is entitled to suspend the execution of the agreement until the Client has provided sufficient security, or at least until the Client has fulfilled all its obligations.
g) WPpowered is also entitled to suspend the agreed service in whole or in part or temporarily, inter alia due to maintenance, non-payment or other non-performance on the part of the Client, without thereby becoming liable to pay compensation to the Client. WPpowered makes every effort to keep this to a minimum.
h) WPpowered may pass on increases in wages, insurance premiums and governmental levies to the Client arising from the offer or offer, for those activities, deliveries or services that must still be carried out by WPpowered at the time of commencement of those increases. or be supplied.
Article 3 Responsibilities
a) The result of the work depends on good and effective cooperation between the Client and WPpowered. The Client is aware of this and therefore undertakes all what is necessary to provide WPpowered with all desired information and documents required for the implementation of the agreement.
b) The selection, use, application and management of all equipment, software, website / web shops, databases, as well as the goods or services to be supplied by WPpowered in the company of the Client is at the Client’s risk.
c) The policy to be pursued, strategic and / or operational choices and decisions by the Client, based on the goods delivered, services provided, information provided or advice given by WPpowered, is at all times solely the responsibility of the Client who is responsible and liable for this. .
d) WPpowered does not accept or accept any responsibility or liability for content created by or on behalf of the Client or made available by or on behalf of the Client such as: documents, images, logos, video or audio material, designs, sketches, capacity planning and product specifications in the broadest sense of the word. The Client will indemnify WPpowered at its first request against any claims from third parties on that basis (including claims based on intellectual property rights).
Article 4 Delivery and transfer of risk
a) WPpowered makes every effort to adhere to the agreed delivery times. These periods are however not strict deadlines.
b) From the moment of delivery, the delivered website / shop, program or item will be for the account and risk of the Client.
Article 5 Warranty
a) WPpowered does not guarantee that the websites / shops or web applications it supplies will work properly, without interruption, errors or other shortcomings in connection with (versions of) web and internet browsers, other software than those recommended by it in conjunction with all types of equipment. WPpowered also does not guarantee the proper technical functioning of any access to FTP data to be provided at the request of the Client. Client understands and accepts that WPpowered builds and delivers websites and or web shops based on the open source CMS WordPress and the WordPress plugin Woocommerce, and that WPpowered therefore depends on the correct functioning of this open source software.
b) WPpowered makes every effort to correct any shortcomings caused by an act or omission of WPpowered free of charge, insofar as these:
– have revealed within 30 days of delivery;
– they have been notified in writing to WPpowered on time and provided with valid clear reasons;
– necessary software patches and / or bug fixes from WordPress and / or Woocommerce are available.
c) The guarantee described in this article will not apply if the Client makes changes or changes to the website / shops or web applications delivered by WPpowered without the prior consent of WPpowered.
d) WPpowered is never obliged to repair corrupted or lost data.
Article 6 Liability
a) WPpowered is only liable for (in) direct damage suffered by the Client that is directly and exclusively the result of intent or gross negligence on the part of WPpowered, with due observance of the provisions below.
b) The liability of WPpowered is at all times limited to the invoice value of the agreement at most.
c) Client indemnifies WPpowered as well as third party (s) engaged by it against claims from third parties for compensation for damage resulting from the use or application of goods or other services or services provided by WPpowered.
Article 7 Force majeure
a) WPpowered is entitled to suspend its obligations during the period that WPpowered is prevented from complying due to force majeure, without thereby becoming liable for damages in any way towards the Client or a third party.
b) Force majeure includes but is not limited to: war, riot, molestation, fire, flood, strike, company occupation, government measures, defects in machinery, malfunctions or defects in computers, in software or hardware on the internet, intranet or network on service or at hosting companies, delays during transport or at suppliers, illness, disability or loss of staff, all in the company of WPpowered, of the Client and with third parties from whom WPpowered has to purchase all or part of the required items, services or materials.
c) Client is entitled to terminate the agreement by registered letter if the suspension as referred to in paragraph 1 continues for more than 2 consecutive months. Client is then obliged to pay the costs incurred by WPpowered.
Article 8 Termination
a) If the Client does not, does not timely or does not properly fulfill its obligations, WPpowered is entitled to terminate the agreement in whole or in part, without a required put in default and without requiring judicial intervention, and claim any goods or services delivered by it, insofar as they have not yet been paid. This is without prejudice to WPpowered’s right to compensation for any loss, loss of profit and other damage that has arisen or will arise as a result of that shortcoming.
b) The provisions of article 8a also will apply in case of: suspension of payments, applications for or suspension of payments, declaration of bankruptcy or declaring the debt rescheduling arrangement applicable, or liquidation of the Client’s property or of his death, or if Client loses the disposal of his assets through seizure or otherwise. If these circumstances arise, the Client is obliged to immediately inform WPpowered in writing.
c) In the cases referred to in articles 8a and 8b, any claim that WPpowered has on the Client is immediately and fully claimable.
Article 9 Intellectual property
a) All intellectual property rights on websites / shops, web applications, databases, equipment or other content developed or made available to the Client pursuant to the agreement, including but not limited to: designs, logos, documentation, reports, corporate identity , landing pages, as well as preparatory content thereof, rest exclusively and completely with WPpowered. Client will only receive a non-exclusive, non-transferable and non-sublicensable user right.
b) The Client is not permitted to remove or change any designation regarding copyrights, brands, trade names or any other intellectual property right from the websites / shops, web applications, databases, equipment or materials.
c) Client indemnifies WPpowered against any claim by a third party for a (possible) infringement of an intellectual property right of that third party.
Article 10 Transferability of rights Only
WPpowered is authorized – without prior consultation or approval from the Client being required – to transfer all or part of its activities, rights and obligations from the agreement to third parties.
Article 11 Confidentiality
The Client is under no obligation to disclose to WPpowered’s working methods or otherwise confidential information that third parties know or should know that this information is confidential and / or sensitive to competition.
Part II – Web (shop) design and maintenance
Article 12 Webdesign and maintenance
a) Client is obliged to check the website / shop as soon as possible after delivery for visible or not immediately visible shortcomings. Client must inform WPpowered of any shortcomings in writing and at the latest within three months.
b) The website / shop is not non-compliant
(1) because of aspects that can only be assessed subjectively
(2) due to minor shortcomings that do not reasonably prevent the operational or productive use of the website / shop or
(3) if the Client itself has failed to provide the required content.
d) Unless otherwise agreed in writing, WPpowered is not obliged to maintain or manage the website / shop or to provide the necessary tools for this.
e) If the Client has entered into a web hosting and / or maintenance and service agreement, this will be entered into for a minimum duration of 12 months. The agreement is tacitly extended for the same duration and under the same conditions, unless the agreement is terminated in writing at least 2 months before it expires.
f) WPpowered bears no responsibility or liability whatsoever for the use or operation of the website / shop to be built by it. It is solely the responsibility of the Client to ensure that the website / shop delivered by WPpowered complies or continues to comply with all applicable laws and regulations. WPpowered is not a party to any contracts to be concluded by the Client regarding online or other payments and is therefore not liable for technical shortcomings arising from this / as a result.
g) The provisions of the previous article sections apply mutatis mutandis for assignments to WPpowered for the adaptation or upgrading of existing websites / shops.
Part III – Domain name registration and web hosting
Article 13 Domain name registration and web hosting
a) If WPpowered is responsible for domain name registration, WPpowered will request this on behalf of the Client. WPpowered does not guarantee that an application for (a) domain name is actually granted. WPpowered accepts no liability or responsibility for the content, composition and / or use of the domain name. Client indemnifies WPpowered against claims from third parties in this regard.
b) WPpowered is not obliged to host on a dedicated server and it is entirely free in the way in which it provides the hosting. WPpowered is not responsible for the infrastructure of the Client or third parties.
c) Hosting by WPpowered does not mean that WPpowered accepts any responsibility or liability for the content and operation of the website / shop hosted by it. Client remains responsible and liable for this at all times and indemnifies WPpowered against claims from third parties, including claims in the field of intellectual property rights or privacy legislation.
d) Only if agreed in writing in advance, does the hosting agreement also include the provision of back-up, back-up and recovery services. However, WPpowered does not accept any liability for the non-functioning, incorrect or incomplete functioning of these services.
e) Client is obliged to adequately secure its systems and infrastructure and to have sound and recent anti-virus software in operation at all times.
f) The hosting agreement is entered into for a minimum duration of 12 months. The agreement is tacitly extended for the same duration and under the same conditions, unless the agreement is terminated in writing at least 2 months before it expires.
g) WordPress & Woocommerce Updates that are not compatible with already installed themes or plugins are not covered by the hosting agreement and are offered separately.
WPpowered is as a label part of the company Webfabric which has its headquarters in Gorinchem, The Netherlands, registered under the Dutch Chamber of Commerce number: 50521209