General terms and conditions
Article 1. Definitions
In these General Terms and Conditions, the following terms are used with the specified meanings unless indicated otherwise or the context suggests otherwise:
- General Terms and Conditions: Refers to these General Terms and Conditions of Technosite.
- Maintenance Subscription: Denotes the agreed maintenance detailed in Article 6.
- Technosite: Pertains to the user of these general terms and conditions, Technosite VOF, situated at Geerde 20 Waalwijk, registered under Chamber of Commerce number 91501695.
- Services: Signifies the services to be rendered by Technosite to the Client as per the Agreement.
- Intellectual Property Rights: Encompasses all intellectual property rights and related rights, including copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, and rights to know-how.
- Assignment: Encompasses all activities related to an Agreement between Technosite and the Client, such as an order via the Technosite webshop, directed at the execution of agreed-upon Services.
- Client: Refers to the natural or legal person who has entered into an Agreement with Technosite or to whom Technosite has provided a quotation. This includes individuals negotiating with Technosite, as well as their representative(s), authorized representative(s), legal successor(s), and heirs.
- Order Confirmation: Represents the written Order Agreement between the Client and Technosite, explicitly declaring the applicability of these General Terms and Conditions, including any additional appendices.
- Agreement: Denotes the agreement describing the Assignment, with these General Terms and Conditions forming an integral part. Technosite commits to performing specific Activities for the Client, including those resulting from subsequent changes through addenda to this Assignment Agreement.
- Products: Signifies the products to be supplied by Technosite to the Client based on the agreement.
- Force majeure: Refers to a shortcoming that cannot be attributed to the debtor, not due to their fault, and for which they are not responsible under the law, legal act, or generally accepted views.
- Works: Encompasses all services and products provided by Technosite.
Article 2. Applicability of these conditions
1. These conditions apply to every offer, assignment, and agreement unless expressly deviated from in writing. By signing a quotation or agreement, the Client acknowledges awareness of and agrees to these conditions. This applies to online orders via the Technosite webshop as well.
2. These terms and conditions apply to all agreements with Technosite, even if third parties are involved in their execution.
3. The applicability of the (general) terms and conditions of the Client or third parties is expressly rejected.
4. If any provision in these terms and conditions or the associated agreement is void or annulled, the other provisions remain fully applicable. Technosite and the Client will enter into consultations to agree on new provisions, considering the original purpose and scope. These General Terms and Conditions prevail, irrespective of separate agreements made verbally or in writing.
5. Technosite reserves the right to change or supplement these general terms and conditions.
6. Dutch law applies to every agreement between Technosite and the Client.
Article 3. Quotations
1. At the Client's request, Technosite can prepare a quotation, indicating the assignment(s) and the amount due upon acceptance. The description in the quotation and on the website is binding.
2. Technosite is bound to quotations only if confirmed in writing by the Client within 14 days. Technosite reserves the right to refuse an agreement.
3. All prices and rates by Technosite are in euros unless expressly stated otherwise in writing.
4. Prices stated by Technosite are exclusive of VAT and other government levies, as well as transport and delivery costs unless stated otherwise.
5. Offers or quotations do not automatically apply to future assignments.
6. A composite quotation does not obligate Technosite to carry out part of the assignment for a corresponding part of the stated price.
7. If Client-provided information is incorrect, Technosite has the right to adjust prices accordingly.
8. Technosite is not bound to a quotation if the Client could reasonably have thought that it contains an obvious mistake or typo. No rights can be derived from such errors or typos.
9. These General Terms and Conditions apply at all times to every quotation unless expressly agreed otherwise in writing.
Article 4. Conclusion of the Agreement
1. The Agreement is concluded when the Client places an order and pays for it in the webshop, or accepts a quote/agreement from Technosite by returning a signed copy or explicit agreement via email.
2. Every Agreement is subject to the suspensive condition of sufficient availability in time and capacity by Technosite. In case of limited availability, Technosite will consult the Client on the commencement date.
3. In agreements with multiple Clients, each is individually jointly and severally liable for all obligations arising from the Agreement.
4. The Agreement grants the Client the right to use and dispose of the Website or Webshop.
Article 5. Execution of the Assignment
1. Technosite will perform work to the best of its knowledge and ability and by professional standards. Technosite determines how and by whom the Work is carried out, making reasonable efforts to ensure assigned persons are used.
2. All services are based on a best-efforts obligation, with no guaranteed achievement of any intended result.
3. If proper execution requires it, Technosite has the right to involve third parties, with additional costs borne by the Client unless otherwise agreed.
4. The Client ensures the timely provision of all necessary information for the assignment. Failure to do so allows Technosite to suspend or charge additional costs.
5. After receiving the required data, Technosite will start creating agreed products/services and inform the Client of the expected delivery time. No rights can be derived from this estimate.
6. Technosite is not obliged to follow the Client's instructions unless agreed. Changes requiring additional work are billed at applicable hourly rates.
7. For new designs, Technosite submits a basic design for approval. Failure to respond within 14 days implies Client agreement. After feedback, Technosite may complete the entire project.
8. If agreed in phases, Technosite may suspend subsequent phases until Client approval, information provision, or payment.
9. Technosite informs the Client of any unexpected delays, allowing 15 working days for fulfillment before written notice of default.
10. Technosite may mention or remove its name on/near the work. The client may not publish/reproduce the work without mentioning Technosite unless agreed otherwise in writing.
11. Technosite may continue performance with an amended software version if changes are made. Maintenance or changes are at Technosite's discretion.
12. Changes by the Client or third parties are not Technosite's liability, and repairs are at the Client's expense.
13. Technosite delivers content-ready websites within the agreed period, allowing Client content changes post-delivery.
14. Upon website completion, the Client receives CMS access for content changes.
Article 6. Maintenance Subscription / Support Ticket
1. The client may opt for a Maintenance Subscription or incidental support/maintenance via a Support Ticket. Failure to maintain is at the Client's risk. Third-party maintenance is not allowed. Maintenance Subscription requires an annual upfront fee.
2. Within the Maintenance Subscription, Technosite performs monthly/weekly maintenance at its discretion on specified software, including services outlined in Article 6.
3. Depending on the Maintenance Subscription, services may include website hosting, CMS updates, mailbox provision, backups, helpdesk access, CMS usage, and security measures.
4. Separate agreements may be required for adjustments, adaptations, or additional services.
5. Licenses outside Technosite's standard are separate agreements charged to the Client.
6. All licenses and plugins are charged annually.
7. Fixed-term Maintenance Subscriptions cannot be unilaterally terminated before expiry; indefinite-term subscriptions require one month's notice.
8. Without a Maintenance Subscription, Technosite performs no maintenance. Support Tickets are needed for overdue maintenance or additional work.
9. Support Tickets are billed in 15-minute blocks, valid for one year. Unused tickets remain valid.
10. Support Tickets may be requested via email if the system malfunctions, paid through a provided payment link.
11. Incidental maintenance via Support Ticket does not guarantee future issues. It is at the Client's risk and expense.
Article 7. Maintenance
1. Technosite exclusively performs maintenance on the software it has developed as specified in the agreement. Monthly or weekly maintenance is systematically carried out based on the purchased package, following Technosite's discretion and planning. For websites without monthly maintenance, the minimum number of support tickets must be purchased in advance, as indicated by Technosite.
2. Depending on the maintenance subscription, the maintenance obligation includes security scans, version updates, plug-in updates, any updates, recovery of errors caused by implementing updates, and, if applicable, monthly maintenance of customized templates, links, and key updates.
3. Separate or adapted maintenance subscriptions apply to custom-made templates, links, and plugins, covering their maintenance.
4. Maintenance does not cover calamities, troubleshooting, DDoS attacks and/or hacks, advice on support issues, consultancy, additional questions from the Client, expansion of software, websites, or web shops, and the investigation or repair of malfunctions resulting from or related to changes to the equipment or Works other than by Technosite.
5. Maintenance excludes the use of the equipment in violation of applicable conditions, the Client's failure to have the Works as described in Article 14 maintained on time, and the investigation or repair of malfunctions related to the software installed on the equipment.
6. The maintenance subscription specifically excludes work resulting from:
a) The incorrect functioning of Works due to imperfections in equipment or (system) software used by the Client, on which or in connection with which Works are used.
b) The incorrect functioning of Works if they are used in connection with computer software not supplied or recommended by Technosite.
c) The use of Works or the CMS system contrary to any associated instructions from Technosite or as a result of careless management.
d) Having a backup restored. This work is not covered by the maintenance subscription but can be carried out against payment of the then-applicable hourly rate. Support tickets must always be purchased for this.
7. Technosite provides maintenance once a month or once a week at its discretion and planning - depending on the maintenance package - unless otherwise agreed in writing.
8. If a plug-in, theme, or license reaches its 'end of life,' any costs for rebuilding the plug-in, theme, or license will be borne by the Client.
9. Technosite is free to change the conditions for maintenance.
Article 8. Fee
1. Parties may agree on a fixed fee when agreeing. The fixed fee is exclusive of VAT.
2. If no fixed fee is agreed, the fee will be determined based on hours spent. The fee is calculated according to Technosite's usual hourly rates applicable for the period in which the work is performed unless a different hourly rate has been agreed upon.
3. Any cost estimates are exclusive of VAT.
4. For orders with a term of more than two months, the costs due will be charged periodically.
5. Technosite is entitled to adjust its prices and rates at any time. If Technosite agrees on a fixed fee or hourly rate with the Client, Technosite is nevertheless entitled to increase this fee or rate, for example, in the event of a change or addition to the agreement.
6. In addition, Technosite may increase the fee if, during the execution of the work, it appears that the originally agreed or expected amount of work was insufficiently estimated at the time of agreeing, and this is not attributable to Technosite, which cannot reasonably be expected from Technosite. In that case, Technosite will inform the Client of the intention to increase the fee, stating the size and date on which the increase will take effect.
7. Changes in prices will be announced by Technosite to the Client. The latter is entitled to terminate the agreement from the moment the adjusted prices come into effect, taking into account the notice period and the provisions in these general terms and conditions.
8. Technosite charges a weekend and evening rate of 150% outside office hours. Technosite's office hours are Monday to Friday between 8:30 AM and 5:00 PM. A holiday rate of 200% applies for public holidays. When Support is provided via the support portal, any weekend and evening rates or public holiday rates are calculated based on the number of tickets that the Client purchases that are required to have the desired work carried out.
9. The Client's payment obligation(s) towards Technosite applies in full in the event of the failure or improper functioning of the Works as a result of no, inadequate, or improper maintenance by the Client or (a) third party(ies) on behalf of the Client or as a result of incorrect or improper use by or on behalf of the Client, which is entirely at the expense and risk of the Client.
10. If the matters that are not included in the Maintenance as referred to in Article 7 paragraphs 4 and 5 are still corrected by Technosite, these hours will always be reimbursed separately. These are not covered by the monthly Maintenance as described in Article 7.
Article 9.1 Payment Terms Based on Invoices
1. As soon as the Client agrees to the quotation, he is bound by the agreement and is liable to pay the full quoted amount.
2. Payment must be made in the currency stated on the invoice, within 14 days after the invoice date, in a manner to be specified by Technosite. The moment of payment is the moment that the amount due has been received by Technosite. After 14 days after the invoice date, the Client is in default without any notice of default or demand being required; the Client owes commercial interest on the amount due from the moment of default. Objections to the amount of the invoice or the execution of the order do not suspend the payment obligation.
3. If the amount due has not been paid after 14 days, Technosite will send a first reminder that the amount due must still be transferred to Technosite's account within 5 working days. This is followed by a second, final reminder. €50 in administration costs will also be charged. If the amount has not been transferred within 3 working days, paragraph 4 of this article will come into effect.
4. In the event of late payment, the Client is obliged to pay full compensation for (extra)judicial collection costs, in addition to interest and administration costs.
5. If the invoice has yet to be paid after the reminder and the invoice term has been exceeded by 5 days after the payment term of 14 days has expired, Technosite reserves the right to limit the hosting and functionality of the website or application. If the outstanding amount has yet to be paid after the reminder by the 3-day reminder period, Technosite is authorized to suspend the website, application, or hosting without deleting the data. Only after payment of the full invoice amount, interest, administration costs and any other costs incurred will Technosite make the website or application fully accessible again.
6. All costs incurred by Technosite from the agreement with the Client will be borne by the Client unless otherwise agreed.
7. In the event of liquidation, bankruptcy, or suspension of payment of the Client, the Client's obligations will be immediately due and payable.
8. Payments made by the Client always serve firstly to settle all interest and costs due, and secondly to settle invoices due and payable that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
9. Technosite is entitled to charge the Client an advance. Technosite will only start the work after receipt of the advance payment.
This advance payment will be settled with the final invoice for the work to which the payment of the advance relates.
10. If the Client thinks that the costs charged are incorrect, the Client can make the objections known in writing within 5 working days, failing which the invoice amount will be accepted.
11. If the Client has expressed its objections to the invoice amount, Technosite will check the invoice amount charged. If the objections prove to be justified, Technosite will adjust them.
12. If a lower amount is invoiced by mistake, Technosite reserves the right to charge the amount at a later stage.
13. Subscription or maintenance fees are always charged annually unless otherwise agreed.
14. During the Client's payment default, Technosite is entitled to set up its redirects (linking) or to place commercial advertisements on the Client's Website. Any income resulting from these advertisements is for Technosite. After the Client has fulfilled the payment obligation, Technosite will make the domain name in question available to the Client again. Any redirects or commercial advertisements will then be removed.
Article 9.2 Payment terms based on Webshop orders
1. Webshop orders with any additional services must be paid immediately using the payment method made available. Payment options that can be offered are, for example; iDeal, credit card, and BanContant. If the payment method does not function for whatever reason, the customer can request a payment link or bank details from Technosite to immediately fulfill his payment obligation.
2. Payment must be made in the currency stated in the webshop.
3. If the Client believes that the costs charged are incorrect, the Client can make the objections known in writing within 5 working days, failing which the online purchase amount will be accepted.
4. If the Client has expressed his objections to the purchase amount, Technosite will check the purchase amount charged. If the objections prove to be justified, Technosite will adjust them or Technosite can refund the incorrect amount to the Client.
5. If a lower amount is incorrectly stated in the webshop and has been paid by the Client, Technosite reserves the right to charge the additional amount at a later stage.
6. Subscription or maintenance fees are always charged annually unless otherwise agreed.
Article 10. Decommissioning
1. Technosite is entitled, without being obliged to pay any compensation, to (temporarily) decommission the Services provided and/or limit their use if the Client fails to fulfill an obligation to Technosite concerning the agreement and/or acts in violation of these general terms and conditions and/or based on a court judgment (declared provisionally enforceable or has become final) and/or a given official order. The Client remains obliged to meet its payment obligations under the agreement concluded with Technosite.
2. Commissioning will take place again as soon as possible after the Client has fulfilled its obligations and has paid a specified amount for commissioning and/or if Technosite receives a written message from the competent authority that the service will be performed again.
Article 11. Domain name registration
1. IP address(es) and/or domain name(s) registered with Technosite are subject to the rules and procedures of the registering authorities, including but not limited to the Netherlands Internet Domain Registration Foundation. The relevant authority decides on the renewal of domain names and/or IP addresses. Technosite only fulfills an intermediary role and does not guarantee that a request will be honored.
2. Domain names are registered and placed with Technosite at the request of the Client. The Client is fully responsible for the use of the domain and domain name. The Client indemnifies Technosite against any claim from third parties in connection with the use of the domain name, in any form.
3. If desired, the domain name(s) will be registered anonymously with Technosite. With an anonymous domain registration, the Client remains responsible for the domain name. Technosite has the right at any time to transfer the personal data of the actual holder to third parties. Any costs incurred will be recovered from the Client.
4. Technosite reserves the right to change an anonymous domain name.
Article 12. Hosting
Hosting is an integral part of every offer or website sold by Technosite. Hosting of websites created by Technosite takes place exclusively on Technosite servers. Placing hosting elsewhere is not permitted.
1. The Client is prohibited from using the Services and/or the disk space made available for:
* Actions and/or behavior in violation of applicable legal provisions, Netiquette, or the guidelines of the Advertising Code Committee.
* Sending unsolicited e-mails and posting unsolicited messages with the same content in large numbers of newsgroups on the Internet (spamming).
* Infringing the intellectual property rights of third parties, including but not limited to copyright infringement.
* Publishing or distributing punishable texts and/or images or sound material, including but not limited to child pornography, racist material, and discriminatory or hate speech.
* Engaging in sexual harassment or otherwise harassing people.
* Providing crypto mining services.
* Unauthorized intrusion into other computers or sites on the Internet or an intranet, which may or may not involve breaking any security and/or gaining access through a technical intervention using false signals or a false key, or by assuming a false capacity (hacking). Computers also include devices such as smartphones, peripherals such as (3D) printers and scanners, and vehicles equipped with WiFi.
* Spreading computer viruses and installing spyware and malware.
* Any other act contrary to the law, the rules of conduct, as well as what is proper in society.
2. The Client is not permitted to rent the disk space made available to third parties or have it used by third parties in any other way.
3. In the cases below, Technosite is entitled to completely block the Client's website for all use or to remove it from the server with immediate effect without prior warning and without stating reasons. The Client cannot assert any right to compensation and is obliged to compensate Technosite for all damage suffered as a result of the violation by Technosite or by third parties.
* If the Client violates the provisions of paragraph 1 of this article or if there is a serious suspicion of a violation.
* If (a part of) the Client's site is the cause or threatens to become the cause of a Technosite server going down or becoming inaccessible.
* If it appears that the Client has provided false and/or incorrect personal or company data.
* If it appears that the Client agreed under pretenses.
* Based on a court judgment (declared provisionally enforceable or final) or a given official order.
4. Technosite ensures regular backups of all files on the server. Technosite is not responsible for any loss of data and resulting damage. Costs for recovering backup are always charged in advance.
5. Technosite is entitled, without prior notice, to (temporarily) decommission the applications and/or limit their use to the extent necessary for the required maintenance or improvement of the system or application.
6. The temporary unavailability or reduced availability of the application never entitles the Client to any refund of (part of) an invoice.
7. The Client is expressly prohibited from using IRC (Internet Relay Chat) or any other comparable program.
8. The Client is expressly prohibited from setting up a chat service.
9. The Client is expressly prohibited from setting up an (anonymous) proxy.
10. In case of extreme use, Technosite limits the number of databases and/or storage. The Client will be informed of this.
11. The Client is expressly prohibited from using web space as backup and/or file storage (other than the Client's website and possibly some backups thereof), including offering file, photo, or video sharing and the use of the Service as a backup medium.
12. Unlimited storage and data traffic are based on the Fair Use Policy. In the event of misuse of the unlimited hosting and data traffic package agreed with Technosite, Technosite is entitled to limit the use of that package after discovering the misuse. In that case, Technosite will contact the Client to arrive at a suitable solution in consultation with the Client. The agreements made with the Client are recorded in writing by the parties.
13. All Works purchased from Technosite are at all times hosted on Technosite's servers.
14. Technosite is free to pass on rate changes for data traffic to the Client.
15. All costs for hosting and domain registration are settled annually.
16. The Client is given access to the source files of the website/webshop.
17. It is never permitted to access the source files using an FTP program or plugin.
Article 13. Intellectual Property
1. Technosite is the creator within the meaning of copyright law of all works that it supplies and can dispose of them as the copyright holder. Technosite reserves the rights and powers that accrue to it under the Copyright Act.
2. On copyright as well as all other intellectual or industrial property rights concerning Works, both provisional and final, (drafts of) text(s), advice, working and detailed drawings, sketches, models, concepts, films, photographs, image and sound fragments and digital information, software (including content management systems) as well as concerning the copies of a product/production made therefrom, customized programs or packages, websites, web shops, applications, etc., Technosite or its licensors exercise the applicable copyright on these matters and/or goods and/or rights.
3. The Client obtains a non-exclusive, non-transferable, and non-sublicensable right of use unless expressly agreed otherwise in a written document signed by Technosite and the Client.
4. All Works provided by Technosite as described above are exclusively intended to be used by the Client and may not be reproduced, published, used for resale, adapted by the Client, or made available to third parties without the prior written permission of Technosite. See also paragraph 11. The management facilities are only for the Client and may not be supplied to third parties without written permission from Technosite.
5. Technosite also reserves the right to use the knowledge gained through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.
6. Technosite is permitted to take technical measures to protect the materials. If Technosite has secured the materials using technical protection, the Client is not permitted to remove or circumvent this security.
7. The Client indemnifies Technosite against all claims from third parties regarding intellectual property rights relating to the publication of texts, images, or other data provided to it by or on behalf of the Client.
8. Unless otherwise agreed, Technosite has the right to use images, software, and components from third parties, including stock photos and open-source software, in the development, configuration, or adjustment of Works.
9. If any intellectual property right to a work is transferred from Technosite to the Client by written agreement, Technosite retains an unlimited and perpetual license to use the work and parts thereof in its business operations and to deliver it to others. This does not affect Technosite's obligation to treat the confidential information of the Client confidentially.
10. Technosite is entitled to sign the commissioned work in the Footer of the website, webshop, or (web) application. Even if it is agreed in writing that the copyrights are transferred, it will always remain visible and legible in the Footer that Technosite is the creator/owner of the website, webshop, or (web) application, as set up by Technosite. The Client is not permitted to remove or change any indication regarding copyrights, trademarks, trade names, or other intellectual property rights from the works, including indications regarding the confidential nature and secrecy of the works.
11. Any use, duplication, or publication of the works that falls outside the scope of the agreement or user rights granted is considered a violation of copyright. The Client will pay an immediately payable fine of € 25,000 per infringing act to Technosite, which is not subject to judicial mitigation. This does not affect Technosite's right to be compensated for any damage caused by the infringement or to take other legal measures to put an end to the infringement.
12. It is never permitted for a third party to make any changes to Work without the prior written permission of Technosite.
Article 14. Force Majeure
1. In the event of a Force Majeure at Technosite, Technosite's joint obligations will be suspended. If the period in which the fulfillment of Technosite's obligations is not possible due to Force Majeure lasts longer than two months, both parties are entitled to terminate the agreement without any obligation to pay compensation.
2. Force majeure, as referred to in these general terms and conditions, means, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which Technosite has no influence, but as a result of which Technosite is unable to fulfill its obligations. Such causes may include extreme weather conditions, terrorism, obstacles by third parties (including those of governments), barriers to transportation, labor strikes, riots, wars or dangers of war, both in this country and countries of origin of goods, loss or damage to goods during transport, failure or late delivery of goods to Technosite by its suppliers, ex and import bans, fires, disruptions, and accidents in the company of Technosite or its supplier, the burning of means of transport of Technosite or its supplier, the occurrence of malfunctions thereof, the involvement in accidents thereof, errors in third-party software or online services, internet traffic disruptions, an operational disruption, or a disruption in the energy supply, the imposition of levies, or the government taking other measures that bring about changes in factual circumstances.
3. Force Majeure also includes a shortcoming on the part of Technosite's suppliers.
4. If, upon the occurrence of Force Majeure, Technosite has already partially fulfilled its obligations, or can only partially fulfill its obligations, Technosite is entitled to invoice separately for the part already carried out or executable. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 15. Liability
1. The Client bears full responsibility for the quality of the goods supplied by him. Without prejudice to the other provisions of these conditions, Technosite is not liable for damage resulting from defects in the goods supplied by the Client.
2. Any liability of Technosite, including business damage, other (indirect) damage, lost savings, and damage due to business stagnation, as well as damage resulting from liability towards third parties, is excluded, except for intent or gross negligence on the part of Technosite, and without prejudice to the rest in these conditions.
3. Technosite is not liable for damage of any nature whatsoever caused by Technosite based on incorrect and/or incomplete information provided by the Client.
4. Technosite is not responsible or liable for the content of the material supplied by the Client or third parties that has been applied to the Client's website or design.
5. Technosite has a best efforts obligation concerning the availability of the server and the network. Technosite is not liable if this level is not achieved at any time, regardless of the cause of failure to achieve this level.
6. Technosite is not liable for the failure or inaccessibility of the server and the network of the data center at the provider as a result of Force Majeure, including but not limited to: disruptions in the internet or other providers, electricity failure, attempts by third parties, failure, or attempts to cause inaccessibility of a site. DDoS attacks and maintenance work are excluded from the uptime guarantee offered.
7. Technosite does not influence the information placed on the site or distributed via the servers and is not liable for any consequences thereof. Nor is Technosite liable for the leakage of confidential data. The Client is responsible for the use of credit card payments and acceptance mechanisms or the use of electronic money via the site or otherwise.
8. Non-technical Maintenance of Works is the sole responsibility of the Client after delivery and acceptance, and Technosite is in no way liable for maintenance that is not included in the Subscription.
9. The content of the data distribution and publication remains the Client's responsibility in all cases. Technosite is not expected to limit or monitor this, nor can Technosite be held liable for the content of its publication. All necessary copyrights, fees, expenses, or fines are borne by the Client.
10. If the Judge were to rule that Technosite is not entitled to rely on the provisions of the previous paragraphs, Technosite's liability is at all times limited to the invoice value, excluding turnover tax, with a maximum of € 5,000 (excluding VAT) of the activities to which the liability relates.
11. The Client is obliged to indemnify and hold Technosite harmless against all claims from third parties for compensation for damage, for which the liability of Technosite is excluded in these conditions in the relationship with the Client, including liability under Article 6:171 of the Dutch Civil Code (liability for non-subordinates/subcontractors). This includes but is not limited to, a fine from SIDN for a transfer of any domain name without the permission of the rights holder and compensation to a third party whose domain has been unlawfully transferred.
12. When publishing websites or designs, Technosite will never be held liable for any costs associated with publication.
13. The Client indemnifies Technosite against all claims for damages that third parties may assert in respect of damage caused in any way by the unlawful or careless use of the products and services of Technosite supplied to the Client.
14. Given the large number of nodes on the Internet with human intervention, it must be taken into account that the information obtained or sent via the Internet is freely accessible. Technosite cannot be held liable for damage in any form caused by sending confidential or secret information. Technosite is not liable for the security or misuse by third parties of the data that is stored.
15. Technosite is not liable for damage as a result of providing cooperation or carrying out an official order, including facilitating the seizure of and granting access to or handing over data and Personal Data stored by the Client.
16. Technosite is not liable for (consequential) damage caused by Force Majeure. This is regarded as inaccessibility of the server and the network as a result of events not attributable to Technosite, such as power outages or disruptions in the internet at the provider, maintenance work by the provider, attempts by third parties to cause the outage or inaccessibility of a site, etc. The temporary unavailability or reduced availability of the website never entitles the Client to any refund of (part of) an invoice or payment.
17. The parties agree that defects in changes and additions made to the equipment or software by or on behalf of the Client and all defects in the equipment or software resulting from those changes or additions are the responsibility of the Client. The Client has no claims whatsoever against Technosite in respect of these defects. Technosite is not obliged to repair or maintain these defects.
18. The Client indemnifies Technosite against all legal claims relating to the information placed on the site by the Client or distributed via the servers and is not liable for any consequences thereof. Nor is Technosite liable for the leakage of confidential data. The Client is responsible for any use of credit card payments and acceptance mechanisms or the use of electronic money via the site or otherwise. Any damage caused by incompetence, illegal actions, and spamming by the Client will be borne by the Client.
19. Technosite cannot be held liable for any loss of turnover of the Client as a result of the limitation or closure of the Client's website or application in connection with the failure to pay Technosite's outstanding claim(s) on time and/or incompletely. Client.
20. Technosite is entitled to claim damages if the Client causes direct or indirect damage to the image of Technosite or one of its employees through slander or defamation.
Article 16. Changes to the Agreement
1. If, during the execution of the agreement, it becomes necessary to change or supplement the work to be performed for proper execution, the parties will promptly agree on an additional quotation through mutual agreement. The initial quotation with the associated payment obligation for the full quotation amount remains in full force.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. Technosite will inform the Client of this as soon as possible.
3. If the change or addition to the agreement has financial and/or qualitative consequences, Technosite will inform the Client of this in advance. If a fixed fee has been agreed upon, Technosite will indicate to what extent the change or addition to the agreement will result in this fee being exceeded.
4. Changes also apply with immediate effect to agreements already concluded. These new agreements become part of previous agreements.
5. If the Client does not agree with the amended general terms and conditions, he is entitled to terminate the collaboration with effect from the amendment date of the general terms and conditions or within 7 days after the date of receipt of the amendment to the general terms and conditions, whichever date is after the effective date of the change. The notice period and reimbursement of costs incurred, as described in the article “Cancellation,” apply.
Article 17. Termination of the Agreement
1. Both parties can terminate the agreement at any time, provided that the termination is done in writing and with valid reasons. In that case, parties must observe a notice period of at least one month.
2. Maintenance subscriptions can be canceled at any time. There will be no refund of monies.
3. Hosting subscriptions and Domain Registration subscriptions are an integral part of the agreement. If these are terminated, the Agreement will automatically expire. In the event of dissolution or cancellation, all other provisions of these general terms and conditions remain in full force.
4. In the event of interim termination by the Client, Technosite reserves the right to claim any possible loss of income. This includes, among other things, the full quotation or purchase amount plus the agreed subscription term. All claims are immediately due and payable. Under no circumstances is the Client entitled to a refund of monies already paid and/or further services from Technosite in the event of cancellation. The purchased services will automatically expire. This applies to subscriptions, hosting, domain registration, licenses, and plugins. Upon termination of the Agreement, all user rights for subscriptions, hosting, domain registration, licenses, and plugins will also expire, and there will be no refund of monies already paid.
5. Upon termination by the Client, all financial obligations to Technosite must be met. The Client is at all times responsible for any outstanding or ongoing matters upon termination.
6. After termination of the Agreement, as a result of cancellation or dissolution or request for moving tokens by the Client, Technosite is entitled to immediately delete all stored data or make it inaccessible. In addition, Technosite is entitled to close all Client accounts immediately after termination of the Agreement.
7. Technosite is not obliged to take precautions to make the deletion final and irreversible or to keep backups of Products or Services delivered to the Client.
8. In the event of dissolution or termination, the Client will never gain access to the Technosite server on which the files are stored. The Client never has and will never obtain the right to place or retrieve anything on Technosite's servers. In all cases, Technosite is entitled to (continue to) deny the Client access to Technosite's servers.
9. When the Client terminates the Agreement, it will never obtain the source files from Technosite and/or third parties engaged by Technosite. Furthermore, the Client will never obtain the source files of the CMS system. All purchased licenses and plugins remain the property of Technosite and will never be transferred to the Client upon termination.
10. If the Agreement ends due to cancellation or dissolution, the Client can, upon request and for a fee to be agreed upon at that time, obtain the output (for example text and photos) in a file to be determined by Technosite (for example a zip file). However, this request will only be granted if the Client has fulfilled all its payment obligations to Technosite. Technosite never provides a copy of the Client's entire Website.
11. If a period of a certain time has been agreed, and the Client terminates the Agreement prematurely, the Client will always owe the agreed subscription fee, (purchased) licenses and plugins, hosting, and domain registration until the end of the period. The remaining period must be paid in one go upon cancellation.
12. The full claims of Technosite on the Client are immediately due and payable in the following cases:
- if circumstances come to the attention of Technosite after the conclusion of the agreement give Technosite good reason to fear that the Client will not fulfill its obligations;
- if Technosite owes the Client requested to provide security for compliance when agreeing, and this security is not provided or is insufficient.
13. In the cases mentioned above, Technosite is entitled to terminate the further execution of the agreement, without prejudice to Technosite's right to claim damages. The full quotation or project amount remains immediately due and payable.
14. Technosite is entitled to terminate the agreement with immediate effect without notice of default and/or judicial intervention if:
- The Client has been declared bankrupt;
- Client has applied for or obtained provisional or final suspension of payments;
- Client has lost free control over (part of) its assets;
- The Client is a legal entity: changes legal form, merges with or is taken over by another legal entity, or ceases to exist.
- Technosite has reasons to doubt the Customer's ability to pay (promptly) to fulfill his obligations under the agreement.
15. Technosite is entitled to cancel the domain names immediately or to change the domain name holder details to the details of Technosite, in the event of dissolution based on the principles stated in this article.
16. In the event of dissolution based on the grounds stated in this article, the Client is not entitled to any compensation.
17. If the Client requests transfer tokens for hosting or domain from Technosite, this automatically means that the Client terminates the Agreement.
Article 18. Defects & Complaint Periods
1. Complaints about the work performed must be reported in writing by the Client to Technosite within eight days of discovery but no later than fourteen days after completion of the work in question.
2. If a complaint is justified, Technosite will still carry out the work as agreed, unless this has now become pointless for the Client. The latter must be made known by the Client.
3. Technosite does not guarantee that the software will operate without interruption or errors or that all errors will be corrected.
4. Complaints from the Client do not suspend obligations, including the Client's payment obligation.
5. If the Client is in default or fails to fulfill one or more obligations, all reasonable costs incurred in obtaining payment in and out of court will be borne by the Client, including interest on these costs.
6. Any errors noted by the Client in the Works delivered by Technosite must be immediately reported in detail by the Client to Technosite in writing. After receiving the notification, Technosite will make every effort by the usual procedures to correct these errors and/or make improvements in subsequent new versions of the Works.
Article 19. Disputes
1. Parties will only appeal to the court after making every effort to settle a dispute by mutual agreement.
2. The judge in the place of business of Technosite has exclusive jurisdiction to hear disputes unless mandatory law prescribes otherwise.
Article 20. Confidentiality
1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information. The parties also impose this obligation on their employees as well as on third parties engaged by them for the implementation of the agreement.
2. However, confidentiality does not apply if the information is already public or generally known, the information is not confidential, and/or the information has not been disclosed by the Client to Technosite during the Agreement.
Article 21. Privacy
1. Technosite processes personal data within the meaning of the General Data Protection Regulation (“GDPR”) during or in connection with the performance of its Services. The Client is regarded as the controller of the processing of the Personal Data, and Technosite as the processor.
2. Technosite processes the Personal Data of its customers, prospects, and other business contacts. Technosite's complete and current privacy statement can be consulted via the Privacy Statement on the website.