Siteways

Terms & agreement

Terms and conditions – SITEWAYS OÜ

for (web) development, seo, hosting and domain name registration

Located at Sepapaja 6, Tallinn 15551, Estonia

Registered at the Chamber of Commerce under number: 14544028

Chapter 1-General

Article 1. Definitions

Unless otherwise expressly provided in the context, these general terms and conditions shall mean:

  1. General: The provisions of this document.
  2. AVG: General data Protection regulation.
  3. Siteways: The contractual counterparty to the agreement with client and user of these general terms and conditions within the meaning of article 6:231 (b) BW.
  4. Data: the (personal) data relating to the client, its company, its employees, customers and/or visitors of the website of the client which are stored and accessible through the service.
  5. Service(s): the service (s) that Siteways will perform for the benefit of the client, including but not limited to Web Development, Webdesign, graphic design, hosting services and domain name registration and other activities as defined in the Offer or quotation from Siteways.
  6. Domeinnaamregistratie: Service consisting of mediating in obtaining a domain name.
  7. Hostingdiensten: Service consisting of storage and/or transmission of material supplied by the client to third parties, such as in the case of web hosting, virtual servers and e-mail services.
  8. Effective Date– The date on which the Agreement enters into force and on which the delivery of the service commences.
  9. Materia (a) L (en): Digital information and data, including but not limited to texts, documents, (source) files, scripts and other software.
  10. Client: The natural or legal person with whom Siteways has concluded an agreement and counterparty to the agreement with Siteways within the meaning of article 6:231 (c) eg. It shall also be referred to as the person who enters into or is in negotiation, as well as service representative (s), authorized (n), acquirers or heirs.
  11. Agreement: Any agreement between Siteways and client arises from an offer or quotation made by Siteways and the valid acceptance thereof by the client.
  12. Parties: Siteways and the client jointly;
  13. Personal datameans any data relating to an identified or identifiable natural person.
  14. Pricelist: The separately available list of prices for activities of Siteways and services to be supplied by Siteways as stated in the offer or offer.
  15. Written: Under “Written”, this general terms and conditions also includes communication by e-mail and digital (e.g. via an online interface) provided that the identity of the sender and the integrity of the content is sufficiently well-documented.
  16. SLA: The separately enclosed Service level Agreement between Siteways and client in which the agreements on the level, quality and method of problem resolution are included in relation to the service.
  17. Webdesign: Service consisting of designing and/or customizing the visual display of works such as websites, applications, layout, data files, software, documentation, advice, reports, analyses, designs.
  18. Web Development: Service consisting of developing, configuring and/or modifying works such as websites, applications, layout, data files, software, documentation, advice, reports, analyses, designs.
  19. Working days: Monday to Friday, except for Dutch national holidays, where 5 May is a national holiday once every five (5) years.
  20. Work (s): The websites, applications, layout, data files, software, documentation, advice, reports, analyses, designs or other products developed or designed by Siteways for the purpose and on behalf of the client.
  21. Working hours: Hours on weekdays between 09:00 and 17:00 hours.
  22. Zoekmachineoptimalisatie (SEO): Service consisting of performing acts intended to make a Web page score high in the organic search results of a search engine.

 

Article 2. Applicability and ranking

  1. The present general conditions apply to the use of all services of Siteways.
  2. The specific chapters shall apply if the services requested or offered are covered by the scope defined in that chapter. Where a specific chapter applies, it shall prevail over the general provisions of Chapter 1.
  3. Any general terms and conditions of the client, in any case called, are expressly rejected. Derogations from and additions to these terms and conditions shall apply only if and to the extent that they have been expressly and in writing accepted by Siteways.
  4. If Siteways for a short or longer period of time, whether or not tacitly deviations from these general conditions are allowed, this does not affect its right to demand direct and strict observance of these conditions. The client cannot derive any rights from the manner in which Siteways applies the present terms and conditions.
  5. These conditions also apply to all agreements with Siteways for the execution of which third parties are involved. These third parties may make direct recourse to the present conditions to the client, including any limitations on liability.
  6. If one or more of the provisions of these general terms and conditions or any other agreement with Siteways were to be contrary to a mandatory legislative provision or any applicable legal regulation, the relevant provision shall lapse and shall be replaced by a new, lawfully permissible and comparable provision to be established by Siteways.
  7. In the event of a conflict of provisions in the Agreement, general conditions or annexes thereto, the following order of precedence applies: I. The agreement; II. The possible closed Service Level Agreement (SLA); III. Any annexes to the Agreement; IV. These general terms and conditions.
  8. Siteways is at all times entitled to change these general terms and conditions. Siteways will inform the client in writing about these changes no later than 30 days before entering the changes. If the The client is in a less favourable position by the modified content, the client has the power to terminate the agreement by the date on which the amended terms and conditions become effective.

 

Article 3. Offers and quotations

  1. All offers and quotations of Siteways are freely revocable and are made without obligation, unless otherwise indicated in writing.
  2. A compound quote does not require Siteways to carry out part of the contract or to provide a portion of the services at a corresponding part of the quoted price. Offers or tenders do not apply automatically for future (continued) assignments and services.
  3. The content of the contract is determined only by the description of the contract given in the offer or quotation. If the acceptance (on subordinate points) deviates from the offer included in the offer or quotation, Siteways is not bound by it. The Agreement shall not be established in accordance with this different acceptance, unless Siteways indicates otherwise.
  4. If an agreement (in part) is offered on the basis of the calculation, the quoted prices shall be provided only as a target price, the hours actually worked by Siteways, and the costs actually incurred by Siteways Passed.
  5. Manifest errors or deregistrations in the offers or quotations of Siteways do not bind Siteways.
  6. The prices quoted in a quotation or offer are exclusive of VAT and other government levies, any costs incurred under the agreement, including travel, accommodation, shipping and administration costs, unless otherwise Indicated.
  7. The client shall ensure the accuracy and completeness of the requirements, specifications and other information and data on which Siteways has based its offer, as specified by or on his behalf to Siteways.
  8. Siteways has the right to charge the client for the costs associated with the offer or offer, provided that the client has previously indicated the costs in writing.

 

Article 4. Implementation of the Agreement

  1. Siteways will be able to make the best efforts to provide the services in accordance with the technical and functional specifications as specified by Siteways in its documentation. However, the obligation of Siteways in this regard is only an obligation of commitment for Siteways and no result obligation at all times.
  2. Therefore, if this result fails, it shall not exempt the client from his obligations towards Siteways, with the exception of any Obligations expressly linked by the parties to the achievement of the intended result.
  3. In so far as the proper implementation of the agreement so requires, Siteways has the right (parts of) the work to be carried out by third parties. The assessment of Siteways. The applicability of article 7:404, 7:407 para 2 and 7:409 BW is expressly excluded.

 

Article 5. Obligations of the client

If the client does not fulfil its obligations under the agreement, Siteways has the right to suspend or limit the provision of services or the execution of work until the client has fulfilled its obligations or sound security has been made. Siteways will first proceed to suspend or limit after the client has announced this in writing to the client, except in cases where prior written notification cannot reasonably be Siteways be required.

 

Article 6. Verwerkingsactiviteiten

  1. Insofar as Siteways processes personal data about the client in the context of the implementation of the agreement, Siteways is deemed to be the data controller within the meaning of the AVG.
  2. If Siteways processes personal data from third parties for the client via the services provided, Siteways is considered as a processing company within the meaning of the AVG. The Parties shall conclude a processing contract with each other in respect of this process.

 

Article 7. Duration of the agreement

  1. The agreement shall be entered into for the duration specified in the agreement. The agreement shall thereafter, without termination, be tacitly extended with the same duration, unless a deviating period has been agreed in the agreement.
  2. The contract may be terminated by the client in writing, subject to a 1-month notice period, which may be cancelled without reason and justification. The termination by the client is only final if it has been confirmed by Siteways in writing.
  3. In the event of dissolution or termination, any right of use with respect to the works and services shall lapse at the time the contract ends.

 

Article 8. Billing and payment

  1. Payment is made each month in advance. The payment of invoices must be made within 30 days after the invoice date, without any settlement or discount, in a manner to be determined by Siteways in the currency in which it is invoiced.
  2. Upon expiry of the agreed term of payment, the client is legally in default without the need for further notice of default.
  3. The principal shall owe an interest of 1% per month from the time of default on the amount due, unless the statutory trade interest is higher in which case the statutory interest rate applies. All (outside) judicial costs which Sitewaysmaakt to obtain satisfaction-both in and out of court-are from that moment on behalf of the client. In that case, the Opdrachtgevereen fee shall be payable of at least 15% of the outstanding amount, with a minimum of €150.00. If the costs actually incurred by Siteways exceed this amount, they shall also be eligible for reimbursement.
  4. If the client has not fulfilled his payment obligations in good time, Siteways has the right to suspend or limit the provision of services or the execution of work until payment has been made or sound security has been made. The same applies already before the time of default if Siteways has reasonable suspicion that there are grounds for doubting the creditworthiness of the client.
  5. In case of liquidation, bankruptcy, debt remediation or suspension of payment of the principal or an application for this purpose, the claims of Siteways and the obligations of the client towards Siteways are immediately payable.
  6. If the principal also has one or more counter-claims on Siteways, the principal shall waive the right to settlement. The aforementioned waiver of the right to set-off shall also apply if the client requests (provisional) suspension of payment or is declared bankrupt.
  7. The client is not entitled to offset claims of Siteways with any counter-claims he has on Siteways. This also applies if the client requests (provisional) moratorium of payment or is declared bankrupt.
  8. Before the client reverses a payment made by credit card (chargeback), the client will make its complaint known to Siteways. In the event of a complaint concerning the execution of the agreement, the client shall submit this complaint to Siteways in writing within 30 days of the delivery of the services to which the complaint relates, before the credit card Payment Back (chargeback). In doing so, the client must justify in writing the reason for the dispute and Siteways provide a reasonable period of at least 30 days to assess the complaint and to remove the objections. Only when Siteways the complaint Within the aforementioned period, the client is allowed to proceed to chargeback.

 

Article 9. Change of tariffs

Unless expressly agreed otherwise, Siteways has the right to increase the tariffs payable by the client as from each calendar year on the basis of the CBS index for the commercial services, or (should the CBS Index no longer applies) the most appropriate index. The adjusted rate is calculated by multiplying the applicable rate by the index of the year preceding the year on which the adjustment becomes effective, divided by the index of the calendar year preceding the year on which the Rate came into force. If Siteways reasons are present to determine the adjusted rate at a higher amount than would be the case according to this calculation, the client is entitled to cancel the agreement in writing within 14 days of notification, against the When the proposed VAT enters into force. The client may continue to use the services at the original rate up to the moment the contract ends by termination.

 

Article 10. Liability

  1. Siteways is not liable for damages, directly or indirectly, resulting from an attributable shortcoming in the fulfilment of the obligations under the Agreement, except in the case of intentional or gross negligence on the part of Siteways.
  2. Although Siteways gives maximum care to the services offered by it, including the information and functionality provided, it cannot be used for its accuracy and completeness. Siteways does not guarantee that the services will function flawlessly or uninterrupted and only guarantees the quality, functionality and availability of its services as in the Service Level Agreement (SLA) concluded with the client.
  3. Siteways accepts no liability for damages resulting from security breaches arising from the use or implementation of the services, or the impact on the functionality of the client’s website through the use or Implementation of SaaS services.
  4. Furthermore, Siteways accepts no liability for damages arising out of Siteways offered, but not by its developed SaaS services.
  5. Decisions based on information resulting from the works are at the client’s own expense and risk.
  6. Any claim on Siteways for damages shall lapse after a period of 6 months from the moment the claim has arisen.

 

Article 11. Protection

The client shall Siteways against all claims of third parties, including claims on the grounds of (alleged) infringement of rights of third parties, including but not limited to persons processed by Siteways personal data on behalf of The client. The client shall assist Siteways both in and out of court if Siteways is addressed in the matter. The client shall immediately do everything that may be expected of him in that case. If the client fails to take adequate measures, Siteways, without notice of default, is entitled to proceed to that effect. All costs and damages on the part of Siteways and third parties therefore arise, are integral to the account and risk of the client.

 

Article 12. Force majeure

  1. Siteways is not obliged to fulfil any obligation to the client if Siteways is hindered to this end as a result of any outside cause, foreseeable or unforeseen, on which Siteways cannot exert any influence, but thereby Siteways is unable to fulfil its obligations.
  2. This is understood as a circumstance which is not due to guilt, and neither by virtue of the Law, a legal act or in the movement prevailing views on behalf of Siteways comes. In particular, force majeure shall be understood; Domestic disturbances, mobilization, wars, blocks in transport, strikes, network attacks such as SYN floods or (distributed) denial-of-service attacks, business disorders, stagnation in supply, fire, flood, inland and Export barriers and in the event that Siteways by its own suppliers, irrespective of the reason, is not capable of delivering the fulfilment of the agreement cannot reasonably be required of Siteways.
  3. Siteways may suspend the obligations arising from the Agreement during the period of force majeure, thereby suspending the payment obligations of the client. If this period lasts longer than ninety (90) days, each of the Parties shall be entitled to dissolve the Agreement without any obligation to compensate for damages to the other party.
  4. Insofar as Siteways has already partially fulfilled an obligation under the agreement at the time of the entry into force majeure, or will be able to fulfil it during the period of force majeure, and the part to be fulfilled or Independent value, Siteways is entitled to separately invoice the part already fulfilled or to be met. The client is obliged to comply with this invoice.

 

Article 13. Dissolution of the agreement

  1. Without prejudice to the rights confronted to it by virtue of the Civil Code, Siteways is entitled to terminate an agreement with immediate effect (or to cancel) if the client is moratorium (provisional) of payment Granted, he is in a state of bankruptcy, has declared to him a debt restructuring scheme, whether he has stopped his business or liquidates the company he has driven.
  2. Siteways is entitled to terminate an agreement with immediate effect (or to cancel) if Siteways is no longer able to fulfil its obligations under amended laws or regulations or the ruling of a judicial or supervisory authority Obligations.
  3. Siteways is entitled to terminate an agreement in the meantime (or to cancel) if Siteways can no longer fulfil its obligations by a source supplier or if at any time during the term of an agreement Decide to definitively stop offering the service or product in question.
  4. In the event of a dissolution (or termination) as referred to in this article, all that the client owes to Siteways will immediately become payable.

 

Article 14. Applicable law

All agreements concluded between Siteways and the client shall be governed exclusively by Dutch law; Even if the client is domiciled or established abroad and whether wholly or partly abroad exercise is given to the contract.

 

Article 15. Disputes

All disputes, including those, which are considered only by one of the parties as such, which may arise between the parties in response to the agreement or of the agreements resulting therefrom, shall be By the competent court in The Hague. This does not affect the possibility for parties to agree in mutual agreement that a dispute will be settled by arbitration.

 

Article 16. Modification and explanation of the conditions

  1. In case of explanations of the content and scope of these general conditions and in the event of a conflict between the content or explanations of any translations of these general terms and conditions and the Dutch version, the Dutch text is always Decisive.
  2. The application is always the last registered version or the version as it was applied at the time of the agreement to be concluded.

 

Chapter 2-Webdevelopment and WEBDESIGN

In addition, if the service seeks to develop, configure, design and/or adapt works such as websites, applications, layout, data files, software, documentation, advice, reports, analyses, designs, it also applies in this Chapter.

 

Article 17. Development of Works

  1. Siteways makes no warranties with regard to the functioning of the works when using non-current or obsolete operating systems, browsers, plugins, scripts, other software, and hardware unless and as far as the quotation is stated otherwise.
  2. Siteways is in no way obliged to supply, migrate, enter and/or correct information, unless expressly agreed otherwise.
  3. If the development requires the client to supply source materials to Siteways, the client shall at all times ensure that he has all the licences necessary for the provision and intended use by Siteways. The client shall Siteways the claims of third parties in respect of infringements of intellectual property rights of third parties.
  4. Siteways is entitled, but never obliged, to examine the correctness, completeness or coherence of the source materials, requirements or specifications made available to him and, if any imperfections are ascertained, the agreed Suspend work until the client has removed the relevant imperfections.
  5. Siteways has, unless otherwise agreed, the right to use images, software and components of third parties, including stock photos and open source software, in the development, configuration or adaptation of works.
  6. After completion, the responsibility is to ensure proper compliance with the relevant third party licenses when using the developed works with the client. Siteways will provide the client with adequate information on the applicable license terms.
  7. The client shall hold Siteways for claims by third parties regarding the installation and licensing of the software, except insofar as the claims are the result of information or licenses provided by Siteways.
  8. In the event that translated content of the works is desired, the client must take care of the translations in question. Siteways delivers all works by default in Dutch. The translations must be delivered by the client in a format indicated by Siteways.
  9. Siteways will never make the source files (such as, but not limited to, PSD, HTML, CSS, PHP or other text files) of delivered works available to the client or third parties unless otherwise agreed in writing.
  10. Siteways will retain source files of the works as long as Siteways services are provided for the client, or it is probable that Siteways will perform services for the client. Siteways is entitled to delete the source files after this period. If the client only gives follow-up assignments after this period, Siteways is entitled to charge for the redevelopment, repair or retrieval of these source files.
  11. Siteways will endeavour to provide good quality support for the works it has developed. However, Siteways does not offer any guarantees about the response times or degree of support, unless otherwise agreed in the quotation by means of a Service Level Agreement (SLA) as indicated.
  12. Siteways will be available for a reasonable level of customer support remotely by phone and e-mail, during regular working hours, provided that an applicable SLA does not otherwise determine.
  13. It is Siteways permissible to include a attribution in the work. If the client wishes that Siteways removes or omits this attribution, this may be a one-off fee for payment of a further agreement.

 

Article 18. Tests and test environment

  1. Prior to delivery, the client will be able to test the works in a test environment. Siteways will provide client access to this test environment by sending a location (URL) and login details.
  2. The access to this test environment is strictly reserved to the client. The client is not allowed to give third parties access to this test environment by forwarding the location (URL) and/or the login details to the third party.
  3. The client is aware that the test version is not suitable for production purposes, in any form whatsoever. Therefore, it is not allowed to use the test environment for these purposes.
  4. Siteways is not obliged to move the Data stored in the test environment to a production environment, unless otherwise agreed in writing.
  5. Siteways is under no circumstances liable for loss and/or disclosure of Data stored in the test environment.
  6. The client is aware that the work can send communication (e.g. e-mail) to specified addresses. Siteways is not liable for this sent communication.
  7. Siteways does not guarantee the availability, completeness and correct operation of the test environment. In addition, no guarantees can be derived from the test environment for an already closed SLA.

 

Article 19. Delivery and Acceptance

  1. Siteways will provide the works or parts to be developed or adapted if they conform to the specifications or are suitable for use in its professional opinion.
  2. Delivery shall be made by means of provision in a test environment as referred to in article 18.
  3. The client must then, within fourteen (14) days after completion, evaluate and approve the completed delivery. Acceptance of the completed works is the case if:
  4. The client has accepted the delivery by signing and returning the acceptance form;
  5. The client uses the completed work for production purposes, including but not limited to transferring the works to a production environment;
  6. The client does not, within the number of days indicated in the route planning, have requested the delivered, not a revision round or has not objected to delivery.
  7. If a work is completed in phases, the client shall, after delivery of each stage, give the approval or disapproval of the part of the work of that stage in the manner set out in the preceding paragraph. The client may not base a good or disapproval at a later stage on aspects that have been approved in an earlier phase.
  8. If the client disapproves the completed part or all of it, Siteways will endeavour to remove the reason for censure as soon as possible. This can do Siteways by revising the result or rejecting the reason motivated. The client then has a period of ten (10) working days to approve or reject the revision or motivation.
  9. If, after the initial revision or motivation, the client has rejected all or part of the delivery, the revision rounds agreed in the tender or agreement will follow.
  10. If a party indicates further revisions does not (more) make sense, both parties are entitled to terminate the Agreement in respect of the disapproved. In that case, the client will pay the actual hours made by Siteways, with the maximum for the disapproved quoted amount. However, the client is not entitled to use the disapproved in any way whatsoever. Siteways may only terminate after having given a revision or motivation that it is the last and the client also disapproves of it in whole or in part.
  11. After acceptance of the delivered, any liability for defects in the delivered goods shall lapse unless Siteways knew or should have known the defect at the time of acceptance. In any event, any liability for defects in a work will lapse after one year after acceptance of the completed works.
  12. Desired changes in works must be delivered by client point, in writing. Siteways then assesses whether this Within the scope of the contract, or be separately offered as additional work.

 

Article 20. Installation

  1. If the client wishes to host the works or other data to be agreed upon or wish to be hosted by a third party (hosting provider) to be specified by the client, Siteways will charge the costs of configuring the works, software or other data to the client.
  2. Except as provided for in paragraph 1 of this article, Siteways will not install or configure any software or other data to be agreed upon by the client to designate hardware, software and network environments. The choice, purchase and management of this hardware, software and network environment is solely and completely the responsibility of the client. Siteways will not give any clues about the necessary configuration.
  3. At the request of Siteways, the client will sign a license agreement with Siteways for the purpose of licensing with respect to the works.
  4. At the request of Siteways employees and auxiliaries of Siteways, the client will provide all necessary access to the environment to enable installation, configuration, maintenance and modification of the software. Physical access to hardware will only take place if necessary, and only after prior consultation with client.
  5. The works developed by Siteways have been developed for a specific environment, which is the workstation and/or server hardware, software and/or configuration.
  6. Siteways will inform the client on request of these system requirements, but can under no circumstances be held responsible and liable for the functioning or non-operation of the delivered works on the systems of the client or a Client enabled third party (including a hosting provider). In addition, Siteways will not be obliged to make adjustments to the works for the purpose of the correct operation on the aforementioned systems of the client. However, Siteways will provide assistance in seeking an appropriate solution, provided that it considers this to be reasonable. This is for free assessment of Siteways.
  7. The client is aware that through internal processes of Siteways, including its release management, it is not possible to make adjustments to the works in the environment in which the works were produced.
  8. If the client ignores the provisions in the preceding paragraph and makes changes to the works, the costs of restoring the works will be borne by the client.

 

Article 21. Guarantee

  1. Siteways guarantees that the completed works work correctly for the duration of twelve (12) months.
  2. A warranty period of three (3) months applies to the changes made by Siteways after completion of the works.
  3. Siteways is not obliged to fix problems in the works that are detected more than twelve (12) months after delivery and due to changes in the environment or other technical influences (including browsers, hosting infrastructure, Operating systems and modified standards included).
  4. If the client Siteways has requested direct access to the database related to the works and Siteways can demonstrate whether a strong suspicion that the client has made changes to the database structure or (relationships Between) the Data, the right to any guarantee expires. In this case, Siteways will remedy possible problems at the usual hourly rate.

 

Article 22. Additional work

  1. Changes to the works to be made as a result of (changes in the) applicable laws and regulations apply as additional work, unless the technical consequences prior to the conclusion of the contract have been made known by the client to Siteways and Are included in the technical design of the work.
  2. Siteways is not obliged to test the functionalities of the work with the applicable laws and regulations, including, but not limited to, the AVG. The review of applicable laws and regulations is at all times the responsibility of the Client.
  3. Changes as a result of new or altered insights that have arisen during the development process apply as additional employment. This is entirely at the discretion of Siteways.
  4. Siteways will clearly and in advance indicate which activities should be considered as additional work. In addition, Siteways will give an indication of the costs entailed by the additional effort.
  5. If, during the execution of the contract, it appears that it is necessary for the proper execution of the agreement to extend the agreement, Siteways will inform the client in writing within a reasonable time. The parties will agree to the extent to which the work will be extended by mutual agreement.

 

Article 23. Intellectual

  1. For works developed by Siteways itself, the intellectual property rights are at Siteways, unless the client agrees in writing that the rights are transferred.
  2. The intellectual property rights relating to the open source software used by Siteways are the developer of that software or any other rightholder. Such rights cannot under any circumstances be transferred to the client.
  3. The data stored in the database of a work developed for the client is and remains the property of the client as far as possible. At the request of the client, Siteways will, within five (5) working days, make available to the client a spin of the Data in the form of a SQL dump. Siteways has the right to charge a reasonable fee to the client.
  4. Siteways will not take notice of the aforementioned dates that the client stores and/or distributes through the works, unless explicitly agreed with the client or Siteways is obliged to do so under a statutory provision or judicial Command. In that case, Siteways will endeavour to limit the submission of the data as much as possible, as far as it is within its power.
  5. Unless expressly agreed otherwise, the client obtains a non-exclusive, worldwide, use license for an indefinite period in respect of the works. Under this license, the client has the right to use the works for his own purposes, including, but not limited to, the use within the client’s own organization and the exploitation of a website.
  6. It is Siteways allowed to use the developed works, associated source files and source codes in whole or in part for other clients, projects and purposes.
  7. It is Siteways permissible to take technical measures to prevent changes in the developed works, associated source files and source codes. This includes securing the works by means of encryption.
  8. If the client sends information to Siteways, e.g. feedback on an error or a suggestion for improvement, it gives Siteways an unlimited and perpetual license to use this information for the service. This does not apply to information that the client expressly marks as confidential.
  9. At the request of the client, Siteways will contribute to deposit of the source code of a software product manufactured by Siteways from a specialised escrow agent for the benefit of the client. Parties will then make written appointments in which cases the client can access the source code. The costs of giving in escrow and keeping the source code are entirely on behalf of the client and, unless expressly stated otherwise, is not included in the offers of Siteways.

 

Article 24. Planning

  1. The client acknowledges that Siteways is working with a tight schedule in the development of works. In order to enable Siteways to deliver the works in accordance with the agreed planning, the client shall carry out all necessary information and information, as well as any other agreed actions, in a timely manner and thus Delay.
  2. If the client fails to perform certain actions in the framework of the agreement in good time or if the client does not provide Siteways with all the necessary information and information in time, the planning of the development will be done Siteways the project at the back of the row of planned projects.

 

Chapter 3-HOSTING and domain name registration

Furthermore, if the service seeks to store and/or transmit material supplied by the client to third parties, such as in the case of web hosting, virtual servers and e-mail services or mediating in obtaining a domain name, the This chapter.

 

Article 25. Execution of the service

  1. Siteways will set up a space for hosting services as soon as possible after the commencement of the agreement. If agreed, the login details for access to this space will be sent by Siteways to the client.
  2. Siteways will endeavour to achieve high-quality and uninterrupted availability of the hosting services and associated systems and networks, and to realize access to data stored by the client. However, Siteways does not guarantee quality or availability unless otherwise agreed in the quotation by means of a Service Level Agreement (SLA) as specified.
  3. Siteways will be available for a reasonable level of customer support remotely by phone and e-mail, during regular business days, to the extent that an applicable SLA does not otherwise determine.
  4. The client hereby provides Siteways with an unlimited license to distribute, store, transmit or copy all materials disseminated by the client through the systems of Siteways in any manner deemed by Siteways, however Only to the extent that this is reasonably necessary for the performance of the agreement by Siteways.
  5. If the client undertakes an anti-virus or anti-spam software at Siteways, the client declares to be familiar with the (license) conditions Software vendor. Siteways is not responsible for the correct operation of the antivirus or anti-spam software.
  6. Any changes relating to the hosting services, either at the request of the client, or as a result of the fact that any other execution is necessary by any circumstances, when additional costs are incurred as More work and as far as there is less cost than less. These are invoiced to the client accordingly.
  7. The client is not allowed to provide the hosting services, whether or not for payment, by (to “resell”), unless otherwise agreed in writing.
  8. Siteways will not take notice of data that the client stores and/or distributes through Siteways’s systems, unless this is necessary for the proper performance of the agreement or Siteways is required to do so under a statutory provision or Court order. In that case, Siteways will endeavour to limit the submission of the data as much as possible, as far as it is within its power.

 

Article 26. Conduct

  1. The client is prohibited from using the hosting services to violate the Dutch or other laws or regulations applicable to the client or Siteways or to infringe the rights of others.
  2. It is (whether legal or not) by Siteways forbidden to offer or distribute materials using the hosting services that:
  3. Undeniably primarily intended to assist others in violating the rights of third parties, such as websites with (exclusively or mainly) hacking tools or explanations of computer crime which is apparently intended to enable the reader to Criminal behaviour and not to defend themselves against it;
  4. Undeniably defamatory, defamatory, abusive, racist, discriminatory or hateful;
  5. Child pornography or bestialiteits pornografie contain or are apparently aimed at helping others to find such materials;
  6. A violation of the privacy of third parties, including in any case but not exclusively understood the distribution of personal data of third parties without permission or necessity or the repeated harassment of third parties with Unsolicited communication;
  7. hyperlinks, torrents or references containing (sites of) material that undeniably infringes copyright, related rights or portrait rights;
  8. Contains unsolicited commercial, charitable or idealistic communication; Or
  9. Contains malicious content such as viruses or spyware.
  10. The client shall remember to impede other customers or Internet users or to cause damage to systems or networks of Siteways or other customers. It is client prohibited processes or programs, though Then not through the systems of Siteways, which client knows or can reasonably suspect that this Siteways, its customers or Internet users hinders or harms.
  11. If, in the opinion of Siteways, nuisance, damage or other danger arises for the functioning of the computer systems or the network of Siteways or third parties and/or of the Internet service, in particular by excessive sending of e-mail or Other data, SYN floods, (distributed) denial-of-service attacks, poorly secured systems or activities of viruses, trojans and similar software, Siteways is entitled to take all measures it reasonably deems necessary to To avert or prevent danger. Siteways may recover the costs reasonably necessary with these measures on the client’s behalf.

 

Article 27. Notice & Takedown (complaints procedure)

  1. If Siteways receives a complaint about violation of article 26 by the client, or finds that it seems to be there, Siteways will inform the client as soon as possible of the complaint or violation. The client will respond as soon as possible, after which Siteways will decide how to act.
  2. If Siteways considers that there is a violation, it will block access to the material in question, but without definitively removing the material (unless it proves technically impossible, in which case Siteways will make a backup ). Siteways will endeavour not to touch any other materials. Siteways will inform the client as soon as possible of any measures taken.
  3. Siteways is at all times entitled to report any offences found. Furthermore, Siteways is entitled to issue the name, address and other identifying information of the client to a third party who complains that the client infringes his rights or these general conditions, provided that the correctness of that complaint is reasonably is sufficiently plausible and the third party has a clear interest in issuing the data.
  4. Although Siteways strives to act as reasonably, carefully and adequately as possible after complaints about the client, Siteways is never obliged to compensate for damages resulting from the measures referred to in this article.
  5. In the case of repeated complaints about the client or the information stored by the client, Siteways is entitled to terminate the Agreement with immediate effect, without thereby being obliged to pay any compensation to the client.

 

Article 28. Storage and data limits

  1. Siteways can limit the amount of storage space that client may use per month in the context of the hosting services.
  2. unconsumed storage space, bandwidth and/or data traffic is not transferable to a next month unless agreed otherwise in writing.
  3. If the client exceeds the applicable limits, Siteways may, after dispatch of at least one warning message to the client regarding the overrun, an additional amount per data unit (e.g. MB or GB) to the size of the excess, according to the amounts applicable in the price list.
  4. The LogFiles and the administration of Siteways are as compelling proof of the actual consumption by the client and are therefore decisive, except against proof by the client.
  5. No liability exists for consequences of not being able to send, receive, store or modify data if an agreed limit for storage space or data traffic has been exceeded.
  6. When an excessive amount of data traffic is caused by an outside cause (such as a (distributed) denial-of-service attack), Siteways is entitled to charge the costs to the client reasonably.

 

Article 29. E-Mailings and newsletters

  1. Furthermore, if the service seeks to send electronic communications by Siteways and for the benefit of the client, including, but not limited to, newsletters or advertising messages by e-mail, the article Certain.
  2. The client declares that all of the e-mail addresses or other contact details to be used are correct and that the recipients concerned have expressly and unequivocally agreed to the receipt of the relevant messages, or that Shipment without permission is permitted on the basis of the law. At the request of Siteways, the client shall provide proof of this.
  3. The client shall Siteways for all claims of third parties, fines and other penalties of supervisors who receive Siteways in response to the dispatch of such notices by Siteways.
  4. Siteways is entitled to suspend the execution of the dispatch if, during execution, they receive complaints from the recipients with the intention that these messages would be sent without permission.

 

Article 30. Software

  1. Siteways will endeavour to keep the software used by Siteways up-to-date. However, Siteways is dependent on its suppliers, and Siteways is entitled not to install certain updates or patches if it does not benefit from the correct delivery of the hosting services.
  2. Siteways guarantees that changes to the configuration or software on its hosting infrastructure (e.g. updates) will not adversely affect the operation of the Web applications that are hosted on it. This is insofar as these Web applications have been developed by Siteways and have remained uninterrupted on the infrastructure Siteways. If the client wishes to obtain this guarantee for other Web applications, Siteways provides managed hosting on request.
  3. In providing this warranty, Siteways uses the status of the software as indicated by the relevant supplier. If software has a status of “end of Life”, is accelerated phased out, is no longer maintained and/or does not receive updates for security problems, Siteways will also provide this software for the security of its infrastructure Phasing out. The guarantee referred to in the preceding paragraph shall lapse.
  4. Siteways is in this case not obliged to assist the client free of charge in the implementation of required changes to the Web application, or transferring the Web application to the hosting infrastructure of a third party.

 

Article 31. Domeinnaamregistratie

  1. Application, attribution and possibly use of a domain name depend on and are subject to the applicable rules and procedures of the relevant registering authorities, such as the Stichting Internet domain registration Nederland (SIDN). En-Domain names. The relevant authority shall decide on the granting of a domain name. Siteways fulfills only a mediating role in the application and does not guarantee that an application is also honoured.
  2. The client can only learn from the confirmation of Siteways, which mentions that the requested domain name has been registered, the fact of registration. An invoice for registration fees is not a confirmation of registration.
  3. The client shall indemnify and hold Siteways harmless for all damages relating to (the use of) a domain name on behalf of or by the client.
  4. Siteways is not liable for the loss by the client of his right (s) on a domain name or for the fact that the domain name is requested and/or obtained in the interim by a third party, except in the event of intentional or deliberate recklessness of Client.
  5. The client must conform to the rules that registering authorities make for the application, award or use of a domain name. Siteways will refer to these rules during the registration process.
  6. The rules referred to in paragraph 5 of this article shall be made available to the client by Siteways in good time and prior to registration.
  7. In the event that Siteways registers a domain name on behalf of the client, Siteways will cooperate with the client’s requests for relocation, transfer or termination of this domain name. Any resulting costs, including, but not limited to, “trade” costs shall be borne by the client.
  8. Siteways has the right to make the domain name inaccessible or unusable, or to place it on its own name if the client is demonstrably at fault in the performance of the agreement, but only for the duration that Client is in default and only after a reasonable period of time to comply with a written notice of default.
  9. In the event of termination of the contract for default of client, Siteways is entitled to terminate a domain name of the client in accordance with a notice period of two (2) months.

 

Article 32. Disturbances and force majeure

  1. Siteways has the right to temporarily decommission its systems, including hosting services, or portions thereof for the purpose of maintenance, adaptation or improvement thereof. Siteways will try to make such a disposal as far as possible out of work hours to take place and endeavour to inform the client in good time of the planned disposal. However, Siteways is never liable for damages in connection with such disposal.
  2. Siteways has the right to modify its systems, including hosting services, or portions thereof from time to time to improve functionality and to fix errors. If an adjustment leads to a significant change in functionality, Siteways will endeavour to inform the client accordingly. In the case of adjustments that are relevant to several clients, it is not possible to waive a specific adjustment for the client only. Siteways is not obliged to pay any compensation for damage caused by such an adjustment.
  3. Siteways will endeavour to inform the client of the expected duration of the interruption in the event of the unavailability of the hosting services, by malfunctions, maintenance or other causes.
  4. In addition to article 12, force majeure is understood (but not exclusively): disturbances of public infrastructure normally available for Siteways, and where the supply of the service is dependent, but over which Siteways does not May exercise actual power or contractual fulfilment, such as the operation of the registers of IANA, RIPE or SIDN, and all networks in the Internet where Siteways has not entered into a contract; Disruptions in infrastructure and/or services of Siteways caused by computer-related crime, for example (D) DOS attacks or unsuccessful attempts to circumvent network security or system security; Shortcomings of suppliers of Siteways, who could not foresee Siteways and where Siteways could not be held liable for the supplier, for example by the fact that the supplier concerned (also) was of force majeure; Defects in matters, equipment, software or other source material of which the client has prescribed the use; Unavailability of members of staff (by sickness or otherwise); Government measures; General transport problems; Strikes Wars Terrorist attacks and domestic disturbances.
  5. By way of derogation from article 12 (3), each Party shall have the right to terminate the agreement in writing if a force majeure situation as defined in article 32 (4) takes longer than thirty (30) days.

 

Article 33. Procedure after termination

  1. Upon termination of the agreement, as a result of termination or dissolution, all material stored for the client is kept available until one week after termination, so that the client can download this material. After this period, all material of the client shall be cleared, irrespective of whether the client has downloaded it or not.
  2. The deletion of material stored for the client is done by default without special precautions to make erasing irreversible, but can be done on request at an additional cost using a software-based data shredder.

 

Chapter 4-Search engine optimization (SEO)

Furthermore, if the Service (CO) seeks to perform acts intended to make a Web page score high in the organic search results of a search engine, the provisions of this chapter shall also apply.

 

Article 34. Results

  1. Search engines use extremely complex algorithms for their interpretation of the suitability of Web pages when a search is requested. Although SEO increases the likelihood of a better ranking for specific searches, Siteways does not guarantee that its efforts will achieve the result envisaged by the client.
  2. Unless otherwise agreed, the SEO will focus on improving the ranking with respect to specific keywords on the results pages of the main search engines (SERP) and only for those Web pages for the benefit of which the Service was taken.
  3. The client is not allowed to suspend or refuse payment of invoices, if the results obtained from SEO are not to the satisfaction of the client or if the arrangement of certain Web pages (s) and/or keyword (s) in the results pages of one or more search engines have not improved.