About these terms and conditions
These general terms and conditions apply to the digital services provided by Safe Web Innovations, located at Sterremuurpad 6, 6841 CP Arnhem and registered with the Chamber of Commerce under number 87733625.
The terms and conditions together with the quotation, order confirmation, agreement and any additional agreements form the legal basis of every order. In case of conflict, an expressly agreed-upon written agreement prevails.
These terms and conditions are mainly written for business clients. When a client acts as a consumer, all mandatory consumer rights remain fully applicable.
Definitions
In these general terms and conditions, the following shall be understood as:
- Safe Web Innovations
- The contractor and digital service provider, located at Sterremuurpad 6, 6841 CP Arnhem, registered with the Chamber of Commerce under number 87733625.
- client
- The natural person or legal entity that enters into an agreement with Safe Web Innovations or applies for one.
- Parties
- Safe Web Innovations and the client jointly.
- agreement
- Every agreement between parties regarding the delivery of services, work, products, rights of use, subscriptions or other services.
- Services
- All work offered or performed by Safe Web Innovations, including design, development, consulting, implementation, hosting, maintenance, support, branding, technical SEO and automation.
- Digital solution
- Including a website, webshop, web application, dashboard, management environment, platform, marketplace, SaaS solution, API connection, automation or other digital product.
- Overtime
- Work or performance that falls outside the scope agreed in writing.
- in writing
- Communication by signed document, e-mail or another electronic communication medium whose content can be stored and reproduced.
Applicability
- These general terms and conditions apply to all offers, quotations, order confirmations, agreements, subscriptions and work of Safe Web Innovations.
- The applicability of the general terms and conditions of the client is expressly excluded, unless Safe Web Innovations has expressly accepted them in writing.
- Variations from these terms and conditions are only valid when they have been agreed upon in writing between the parties.
- If a provision proves invalid, unenforceable or otherwise unenforceable, the remaining provisions remain fully in force. Parties replace the relevant provision with a valid provision that as much as possible approaches its purpose and scope.
- These conditions also apply to follow-up assignments, additional assignments and ongoing services, unless otherwise agreed in writing.
- Compulsory legal provisions, including applicable consumer protection, always take precedence.
Quotes and agreements
- Offers and promotions are non-binding, unless an express validity period or binding character is stated in them.
- A quotation is based on the information, wishes and starting points provided by the client before issuing it.
- Safe Web Innovations is not liable for obvious writing, calculation, programming or pricing errors.
- An agreement is concluded as soon as the client accepts a quotation or order confirmation in writing, makes a deposit, gives digital consent or Safe Web Innovations begins execution with the client's consent.
- Wishes discussed orally are only part of the agreed scope when they are included in the quotation, order confirmation or other written agreement.
- Combined quotes do not obligate Safe Web Innovations to perform individual parts at a proportional part of the total price.
- A price indication is not a fixed price, unless this is expressly stated. With an indication, the actual hours spent and agreed costs will be charged.
- Cancellation by the client does not affect work already carried out, reserved capacity, costs incurred and obligations undertaken.
Execution of the work
- Safe Web Innovations will carry out the agreement to the best of its knowledge and ability, carefully and in accordance with the requirements that may be imposed on a professional digital service provider.
- Safe Web Innovations has an undertaking to make efforts, unless a concrete result is expressly guaranteed in writing.
- Safe Web Innovations determines the technical methodology, architecture, development method, tools and order of execution, in accordance with the agreed requirements.
- Safe Web Innovations may involve employees, self-employed individuals, suppliers and specialized third parties for the implementation.
- Work will be carried out based on the agreed scope, functionalities, planning and available information.
- Safe Web Innovations may also use similar techniques, general components, structures and solutions for other clients, provided that no confidential information or specifically protected material from the client is shared.
- Advice on technology, security, conversion, findability or business operations is based on the information and circumstances available at the time.
- Safe Web Innovations may make reasonable technical or functional adjustments when necessary for safety, compatibility, maintainability or correct operation.
Obligations of the client
- The client provides all information, texts, images, logos, access codes, accounts, technical data and decisions necessary for the implementation in a timely manner.
- The client is responsible for the accuracy, completeness, timeliness and legality of the information and materials provided.
- The client guarantees that he has all the necessary intellectual property rights, licenses, permissions and bases for the content, personal data, software, trademarks and data files provided.
- Feedback, corrections and approvals must be provided within the agreed period. Without an agreed period, a reasonable period of five working days applies.
- The client appoints one authorized contact person when this is necessary for effective implementation.
- The client is responsible for safe management of provided accounts, passwords, devices and login information.
- The client will not use the provided digital solution for unlawful, misleading, discriminatory, fraudulent, harmful or otherwise prohibited purposes.
- Unless legal support is expressly part of the assignment, the client is responsible for providing legally correct company information, sales information, product claims, privacy information, cookie consent and sector-specific documents.
- Damage, delays and additional work as a result of incorrect, incomplete or late information provided shall be borne by the client.
Changes and overtime
- Requests that fall outside the agreed scope are considered overtime.
- Additional work may arise, among other things, due to new functionalities, additional pages, additional designs, changed wishes, additional review rounds, links, migrations, urgent work or work caused by third parties.
- Safe Web Innovations informs the client as far as reasonably possible in advance about the consequences for price and planning.
- Overtime work is carried out at the agreed hourly rate or on the basis of an additional price agreement.
- When prior pricing determination is not reasonably possible, Safe Web Innovations may perform the additional work upon recalculation after the client has agreed to the work.
- A change in the assignment may lead to adjustments to delivery dates, milestones, capacity and previously made choices.
- Small technical adjustments that are necessary to correctly realize the agreed functionality do not automatically count as overtime.
- Safe Web Innovations is not obliged to accept a change request if this is technically unreasonable, unsafe, unlawful or disproportionately burdensome.
Planning and delivery
- The plans and delivery dates mentioned are indicative, unless a fatal deadline has been expressly agreed in writing.
- A schedule will only start once all the necessary information, materials, access points and any deposit have been received.
- Delays due to missing content, lack of feedback, changed wishes, external suppliers or circumstances outside the influence of Safe Web Innovations shift the planning to proportionality.
- Delivery can take place in phases, development versions, test environments, milestones or separate parts.
- Unless a different term has been agreed in writing, the client will check a delivered part within ten working days.
- Within this control period, the client reports concrete and reproducible deviations from the agreed specifications.
- A part is deemed accepted when the client approves it, uses it in production, makes it public, allows the control period to expire or makes payment without substantive objection.
- Minor defects that do not significantly prevent normal use do not constitute grounds for refusing delivery or payment.
- When a project is suspended for more than thirty days due to circumstances on the side of the client, Safe Web Innovations may bill the work, reschedule it or close the project administratively.
Prices, invoicing and payment
- All business prices are exclusive of VAT and other government taxes, unless otherwise stated in writing. Prices for consumers are displayed including applicable VAT.
- Projects can be invoiced via a deposit, installments, milestones, recalculation, subscription or combination thereof.
- Unless otherwise agreed, a payment term of fourteen days after invoice date applies.
- The client is not entitled to suspend payments, debit or withhold amounts, except when this right exists in a compulsory legal sense.
- In the event of non-payment in a timely manner, the client is legally in default to the extent permitted by law. Safe Web Innovations may charge legal interest and reasonable out-of-court collection costs.
- With a consumer, collection costs are only charged after the legally required free payment reminder and additional payment term have been provided.
- Safe Web Innovations may require a deposit, interim payment or other security before the start or continuation of work.
- Periodic services are billed in advance, unless otherwise agreed in writing.
- Costs of hosting, domains, licenses, API use, payment providers, plugins, fonts, stock materials and other external services are charged separately when they are not expressly included in the price.
- Safe Web Innovations may adjust periodic rates and hourly rates. In the event of an ongoing agreement, a rate change will be announced in advance in accordance with the agreement and applicable legislation.
- An objection to an invoice must be submitted within fourteen days of the invoice date with a reasoned objection. An objection does not suspend the payment obligation for the undisputed part.
Hosting, domains and external services
- For implementation, external hosting providers, domain registrars, cloud platforms, payment providers, APIs, plug-ins, software services, email services and other suppliers can be used.
- Additional terms, licenses, privacy rules, usage limits and rates may apply to external services from the relevant supplier.
- Safe Web Innovations is not responsible for disruptions, changes, price increases, termination, security incidents or restrictions with external suppliers, unless the damage is directly caused by a attributable deficiency of Safe Web Innovations.
- Domain names are registered based on availability. Safe Web Innovations does not guarantee that a desired domain name is available or free of third-party rights.
- The client remains responsible for timely renewal and payment of domains, hosting, licenses and external accounts when they are managed on behalf of or on behalf of the client.
- Hosting and online services may be temporarily interrupted for maintenance, security measures, updates, outages or work by suppliers.
- An availability percentage applies only when this is expressly stated in a service level agreement.
- Usage costs, data traffic, storage, transactions, email volume, API calls and other variable external costs may be charged separately.
- When an external service is changed or terminated, Safe Web Innovations may propose a technical alternative. Migration or redevelopment falls outside the original scope, unless otherwise agreed.
Maintenance, support and further development
- Maintenance, support, monitoring, updates, backups and further development are only included if this has been expressly agreed upon.
- Without a maintenance agreement, there is no ongoing obligation to keep software, content, links, security or compatibility up to date after delivery.
- Support is provided within the agreed channels, availability and response times. A response time is not a guaranteed resolution time.
- Incidents are prioritized based on impact, urgency, safety and available capacity.
- Work as a result of changes in browsers, operating systems, legislation, APIs, external software, hosting environments or equipment is considered maintenance or overtime.
- New wishes, extensions, redesign, optimization and additional functionalities are not bug repair but further development.
- The client does not install changes, plugins, scripts or updates that may affect the operation or safety without prior consultation when Safe Web Innovations manages the system.
- Safe Web Innovations may temporarily limit support in the event of abuse, security risks, payment arrears or use in violation of the agreement.
- Backups do not provide an absolute guarantee against data loss. The client remains responsible for additional copies of business-critical data, unless otherwise agreed in writing.
Intellectual property and rights of use
- All intellectual property rights to designs, code, software, documentation, concepts, systems, database designs, automatizations, methods and other works developed by Safe Web Innovations remain with Safe Web Innovations, unless otherwise agreed in writing.
- After full payment, the client will receive the agreed-upon right of use to the end result delivered specifically for him.
- Transfer of intellectual property rights only takes place when this has been expressly agreed in writing and the associated fee has been fully paid.
- General knowledge, experience, principles, techniques, development methods, libraries, frameworks, modules, tools and reusable components remain the property of Safe Web Innovations.
- Rights of third parties, including rights to open-source software, fonts, stock materials, plug-ins and external software, remain subject to the license terms of those third parties.
- The client may use the delivered result for the agreed purpose, but not without permission resell, sublicense, publicly offer or operate as a standalone product when this is not within the scope of the granted right of use.
- As long as outstanding amounts have not been fully paid, Safe Web Innovations may suspend usage rights or revoke interim authorizations already granted, to the extent permitted by law.
- Safe Web Innovations may mention a completed project in the portfolio, on the website and in commercial presentations, unless the client has requested confidentiality in writing and with motivation in advance.
- The client indemnifies Safe Web Innovations against claims from third parties for materials or instructions provided by or on behalf of the client.
Warranty, errors and recovery
- Safe Web Innovations will recover reproducible errors within a reasonable period of time, thereby demonstrating that the resulting result deviates significantly from the specifications agreed upon in writing.
- An error must be reported as completely as possible, including steps, screenshots, error messages, device, browser and relevant circumstances.
- There is no error when the client wishes for a new function, different design, changed operation or extension that was not in the original scope.
- No free repair applies to problems caused by changes by the client or third parties, incorrect use, outdated equipment, external software, hosting, malware, missing maintenance or acting in violation of instructions.
- Safe Web Innovations does not guarantee that a digital solution will continue to function under all future browsers, devices, platform versions or external systems without adjustment.
- Safe Web Innovations does not guarantee a specific position in search engines, number of visitors, revenue, conversion, market share, financing or other commercial result.
- Security measures reduce risks, but do not offer an absolute guarantee against cyberattacks, data breaches, vulnerabilities or unauthorized access.
- When a notification does not involve a deficiency that falls under the repair obligation, investigation and repair work may be billed as overtime.
- Legal consumer guarantees remain in full force and effect.
Liability and exemption
- Safe Web Innovations is only liable for direct damage that is the direct consequence of a attributable deficiency in the performance of the agreement.
- Liability for indirect damage is excluded, including consequential damage, lost profits, missed savings, reputational damage, business stagnation, loss of customers and loss or damage of data.
- The total liability is limited to the amount paid for the relevant part of the contract in the preceding twelve months for each event or series of related events, with a maximum of the amount paid under the liability insurance, increased by the applicable deductible.
- When no insurance benefit is paid, liability is limited to the invoice amount of the part to which the damage relates.
- The limitations do not apply in the case of intentional or reckless negligence by Safe Web Innovations and not for liability that cannot be limited under mandatory law.
- Safe Web Innovations is not liable for damage caused by incorrect instructions, illegal content, missing rights, unsafe account management, changes by third parties, external disruptions or failure to follow advice.
- The client will take reasonable measures to prevent and limit damage and will immediately report a possible cause of damage.
- A claim for compensation for damage expires if it is not reported in writing and with a motive within twelve months of discovery, unless a longer statutory period is mandatory.
- The client indemnifies Safe Web Innovations against claims from third parties arising from the use of the digital solution, provided materials, products, services, data or actions of the client.
force majeure
- Neither party is obliged to comply with an obligation when compliance is temporarily or permanently impossible due to force majeure.
- Acts of force include internet and power outages, cyber attacks, disruptions at hosting or cloud providers, failure of APIs, illness, fire, government measures, pandemics, war, strikes, transport problems and other circumstances outside the reasonable control of the affected party.
- During force majeure, the affected obligations are suspended without compensation being due.
- The parties inform each other as soon as possible about the nature and expected duration of the overwhelming situation.
- When the force majeure lasts longer than sixty days, neither party may terminate the unexecuted part of the agreement in writing.
- Work already performed, performance provided and external costs incurred remain due.
Suspension and termination
- Safe Web Innovations may suspend work or services when the client does not pay in a timely manner, necessary cooperation is not forthcoming, safety risks arise or the agreement is violated.
- The consequences of a justified suspension, including delays, rescheduling and restart costs, will be borne by the client.
- Each party may terminate a contract when the other party, after a reasonable written notice period, continues to substantially fail to comply.
- Immediate termination is possible in the event of bankruptcy, suspension of payment, business termination, fraud, unauthorized use, serious security risks or a situation in which continuation cannot reasonably be expected.
- An agreement for a certain period ends on the agreed end date, unless extension has been agreed.
- An agreement for an indefinite period can be terminated in writing with the agreed notice period. Without a specific agreement, a notice period of one full calendar month applies to business clients.
- In the event of termination by the client at any time, work already carried out, reserved capacity, incurred costs and non-cancellable external obligations remain due.
- After termination, Safe Web Innovations may terminate access to managed services, accounts or systems after a reasonable export or transfer period has been offered and all outstanding amounts have been paid.
- Transfer, migration, export and support with another supplier are billed as additional work unless explicitly included.
- Provisions intended to continue in their nature, including payment, intellectual property, confidentiality and liability, remain in force after termination.
Confidentiality, privacy and data
- The parties treat confidential information they receive as part of the agreement as strictly confidential.
- Information is confidential when indicated or when the confidential nature is reasonably clear.
- Confidential information is only used for the execution of the agreement and only shared with persons who need this information for that purpose.
- The duty of confidentiality does not apply to information that is legally public, was already known, was developed independently or must be provided on the basis of a legal obligation.
- Each party processes personal data in accordance with applicable privacy legislation and is responsible for its own legal obligations.
- When Safe Web Innovations processes personal data on behalf of the client, parties conclude a separate processor agreement if required.
- The client determines which personal data is processed in his digital solution and is responsible for a valid basis, transparent information provision and appropriate retention periods.
- Safe Web Innovations takes appropriate technical and organizational security measures in proportion to the nature of the services provided and the known risks.
- An absolute security level or complete exclusion of data leaks cannot be guaranteed.
- After termination, personal data will be deleted, returned or retained in accordance with the agreements made, legal obligations and technically reasonable retention periods.
- The privacy statement of Safe Web Innovations applies to personal data that Safe Web Innovations processes for its own business purposes.
Complaints
- Complaints about the implementation of an agreement must be reported fully and clearly as soon as possible after discovery.
- A complaint must contain at least a description of the problem, the desired solution and all relevant information with which the complaint can be investigated.
- Complaints can be submitted via info@safewebinnovations.nl .
- Safe Web Innovations confirms receipt and responds within a reasonable period, depending on the nature and complexity of the complaint.
- Parties try to resolve a complaint first by mutual consultation before starting a formal procedure.
- A complaint does not suspend the obligation to pay, except to the extent that this is legally required or agreed in writing.
- Failure to report a complaint promptly may have consequences for the ability to investigate or limit damage.
Applicable law and disputes
- Dutch law applies to every quotation, agreement and legal relationship with Safe Web Innovations.
- Parties strive to resolve a dispute first through consultation, negotiation or mediation.
- When an amicable solution proves impossible, the dispute will be submitted to the Dutch judge authorized by law.
- For disputes with business clients, where legally permitted, the competent court in the Gelderland district is competent.
- A consumer always retains the right to bring a dispute before the court that is competent according to mandatory consumer law.
- The Vienna Purchase Agreement does not apply.
- The Dutch text of these terms and conditions is binding when a translation or other language version thereof deviates.
Questions about these terms and conditions?
Contact Safe Web Innovations
For questions about a quote, agreement or these general terms and conditions, you can contact us directly.
Safe Web InnovationsStar wall toad 6
6841 CP Arnhem
Netherlands
Legal control
These general terms and conditions form a professional practical basis for the provision of services by Safe Web Innovations. For definitive commercial use and before public use, control by a Dutch lawyer is recommended, in particular when specific subscription forms, consumer contracts, platforms, marketplaces or processing of special personal data are offered.