Article 1. Definitions, applicability and hierarchy
1.1 Definitions
In these general terms and conditions, the terms below have the following meanings, unless the context indicates otherwise.
Webkracht: Fidela VOF, trading under the name Webkracht, established in Tilburg.
Client: any natural person acting in the course of a profession or business, legal entity, partnership, foundation, association, government agency or other organization that enters into a contract with Webkracht, to whom Webkracht submits a quotation or for whom Webkracht performs services.
Contract: any contract, assignment, follow-up assignment, supplementary assignment, project agreement, hosting agreement, management agreement, support agreement, SLA, license agreement, processing agreement or other legal relationship between Webkracht and the Client.
Quotation: any offer, proposal, project proposal, quotation, estimate or assignment description in which Webkracht indicates under what conditions it can provide services.
Services: all work and deliveries performed or provided by Webkracht, including advice, design, web design, UX/UI design, web development, application development, hosting, management, maintenance, support, online marketing, SEO, SEA, analytics, tracking, migrations, integrations, content work and other digital services.
Scope: the content, extent and limitations of the services and results to be delivered by Webkracht as described in the quotation, assignment confirmation, project description, SLA, management agreement or other written agreement.
Additional work: all work, changes, additions or efforts not explicitly included within the agreed scope.
Website or application: any website, webshop, theme site, landing page, portal, web application, custom application, module, integration or other digital environment designed, developed, managed, adapted, hosted or supported by Webkracht.
External services: services, software, systems, accounts, APIs, plug-ins, extensions, libraries, cloud solutions, hosting services, payment providers, advertising platforms, analytics tools, email services, domain registrars, authentication services, AI functionality and other third-party provisions used in the execution or with which a website, application or platform interacts.
Content and client data: all texts, images, videos, documents, data files, personal data, user data, configurations and other information provided, placed, published, stored or processed by or on behalf of the Client.
In writing: communication by letter, email, digitally signed document, ticket system, project management system or other electronic form of communication whose content can be stored and later consulted.
Working days: Monday through Friday, excluding official public holidays in the Netherlands and days on which Webkracht has previously indicated it will be closed.
Defect: a demonstrable, reproducible deviation from the expressly agreed specifications within the scope that can be attributed to Webkracht and materially impairs the normal use of the delivered product.
Acceptance: the express or implied approval of a delivery by the Client, including use, publication, launch, commercial use or the failure to timely and concretely report defects within the agreed inspection period.
1.2 Applicability
These general terms and conditions apply to every quotation, assignment confirmation, contract, supplementary assignment, follow-up assignment, service and activity of Webkracht, unless the Parties have agreed otherwise in writing.
These general terms and conditions are intended for contracts with business Clients. Webkracht does not provide services to consumers unless otherwise agreed in writing.
1.3 Hierarchy
Specific agreements in a quotation, assignment confirmation, project description, SLA, management agreement, hosting agreement, support agreement, license agreement, processing agreement or other written annex shall supplement these general terms and conditions.
In the event of a conflict between documents, the following hierarchy applies, unless otherwise agreed in writing:
a. the quotation, assignment confirmation or specific assignment description, insofar as it concerns scope, price, planning, deliverables and project-specific agreements;
b. an SLA, management agreement, hosting agreement, support agreement or maintenance agreement, insofar as it concerns hosting, management, support, maintenance, availability, response times, monitoring, backups, maintenance windows and service levels;
c. processing agreements, insofar as they concern the processing of personal data;
d. other written annexes or modules declared applicable by the Parties;
e. these general terms and conditions
1.4 No implicit service agreements
The mere fact that Webkracht provides hosting, management, support, maintenance or technical assistance does not imply specific response times, availability guarantees, backup retention, monitoring, maintenance frequencies or other service levels. Such service levels only apply if agreed in writing.
1.5 Deviations and Client’s terms
Deviations from these general terms and conditions are only valid if and to the extent that Webkracht has accepted them in writing. A deviation applies solely to the specific contract or situation for which it was agreed.
The applicability of general terms and conditions, purchasing terms, tender conditions, IT terms, processing terms or other terms of the Client or third parties is expressly rejected, unless Webkracht has accepted them in writing.
1.6 Written agreements
Oral communications, expectations, estimates, presentations, concepts, demonstrations, plans or informal communications do not bind Webkracht, unless confirmed in writing by Webkracht.
1.7 Future assignments and amendments to terms
These general terms and conditions also apply to future quotations, supplementary assignments, follow-up assignments and legal relationships between the Parties, unless otherwise agreed in writing.
Webkracht may amend these general terms and conditions. Amended terms apply to new quotations, contracts and follow-up assignments from the moment they are provided to or made known to the Client.
For ongoing periodic services, Webkracht will announce material changes at least thirty days before the intended effective date, unless a shorter period is reasonably necessary due to legal requirements, security, continuity, changes in third-party terms or other urgent circumstances.
If an amendment materially disadvantages the Client’s position and is not necessary due to the aforementioned circumstances, the Client may terminate the relevant periodic service as of the date the amendment takes effect.
1.8 Electronic provision and validity of provisions
General terms and conditions, quotations, assignment confirmations, annexes and amended terms may be provided electronically, including by email, download link, website or client portal.
If a provision is wholly or partially void, invalidated or unenforceable, the remaining provisions shall remain in force. The Parties shall replace the relevant provision with a valid provision that aligns as closely as possible with its purpose and intent.
Article 2. Quotations, assignment confirmation and formation of contract
2.1 Quotations and validity period
All quotations from Webkracht are non-binding, unless explicitly stated otherwise in the quotation.
If no other validity period is specified in a quotation, the quotation is valid for thirty days from the date of issue. After this period, the Client may no longer derive any rights from the quotation, unless Webkracht confirms or extends the quotation in writing.
2.2 Client information
Quotations from Webkracht are based on the information, wishes, premises, materials, systems, access, content, planning and other data provided by or on behalf of the Client.
The Client warrants that all relevant information has been provided to Webkracht in a timely, complete and accurate manner.
If, after submitting or accepting a quotation, it appears that Webkracht relied on incorrect, incomplete, outdated or changed information, Webkracht may adjust the quotation, planning, scope, price or terms accordingly. Additional work required as a result shall be considered additional work.
2.3 Apparent errors and composite quotations
Webkracht shall not be bound by a quotation, quotation, calculation, planning, description or other communication if the Client could reasonably have understood that an apparent error, mistake, typo, miscalculation or unintended omission was involved.
A composite quotation does not oblige Webkracht to perform a portion of the services offered for a corresponding portion of the stated price, unless Webkracht agrees in writing.
2.4 Hourly estimates, fixed prices and post-calculation
Hourly estimates, estimates and assessments provided by Webkracht are indicative, unless a fixed price has been agreed in writing.
A fixed price applies solely to the scope, premises and planning described in the quotation or assignment confirmation.
Changes, additions, delays caused by the Client, incorrect or incomplete information, additional wishes and work outside the scope shall be considered additional work.
If no fixed price has been agreed, or if work falls outside the scope, the work shall be carried out on the basis of post-calculation at Webkracht’s agreed or customary rates.
2.5 External costs
Costs of external services, licenses, hosting, domain names, plug-ins, extensions, software, tools, advertising budgets, payment providers, stock material, fonts, external specialists and other third-party costs are only included if explicitly stated in the quotation or assignment confirmation.
Changes in prices, terms or availability of third parties may be passed on to the Client by Webkracht.
2.6 Formation of the contract
The contract is formed as soon as:
a. the Client accepts a quotation or assignment confirmation in writing;
b. Webkracht confirms an assignment in writing;
c. The Client gives consent by e-mail, digital approval, ticketing system, project management system or other written notification;
d. Webkracht commences the work with the Client’s consent; or
e. The Client otherwise reasonably indicates that Webkracht may commence execution.
If the Client accepts a quotation subject to conditions, with modifications, additions or deviations, the agreement shall only come into effect after Webkracht has accepted these deviations in writing.
2.7 Start before formal signing
If Webkracht starts at the Client’s request or with the Client’s consent before a quotation or order confirmation has been formally signed, the Client shall be obliged to reimburse the performed work and incurred costs at the agreed or customary rates.
2.8 Phasing and sub-assignments
Webkracht may execute an agreement in phases, components or sub-assignments.
The start of a subsequent phase may be made dependent on approval of the previous phase, payment of outstanding invoices and availability of required information, materials, access, feedback or cooperation from the Client.
2.9 Refusal of assignments
Webkracht is not obliged to accept an assignment, additional assignment or follow-up assignment.
Webkracht may refuse an assignment if there are reasonable grounds for doing so, such as insufficient availability, unclear scope, technical risks, safety risks, conflict with laws or regulations, conflict with third-party conditions or payment risks.
Article 3. Scope, execution and obligation of best efforts
3.1 Scope is decisive
Webkracht executes the agreement within the agreed scope.
The content, extent and boundaries of the services and results to be delivered are determined exclusively by what has been recorded in writing in the quotation, order confirmation, project description, SLA, management agreement or other written agreement between the Parties.
Work, functionalities, designs, integrations, optimizations, corrections, revisions, research, audits, documentation, migrations, support, maintenance or other deliverables not explicitly included in the scope do not form part of the agreement and are considered additional work.
3.2 Obligation of best efforts
Webkracht executes the agreement to the best of its knowledge and ability and observes the care of a competent contractor.
Unless expressly agreed otherwise in writing, Webkracht has an obligation of best efforts and not a result obligation.
Webkracht does not guarantee that its work will lead to a specific commercial, technical, legal, marketing or organizational result, unless this has been agreed in writing.
Webkracht does not provide any guarantee regarding search engine rankings, visitor numbers, leads, conversions, turnover, advertising results, platform approvals, formal audit approvals, flawless operation, absolute security, permanent availability, specific performance or lasting compatibility with external systems.
3.3 Professional freedom of execution
Webkracht determines how the agreement is executed, which technical approach is used and which employees, subcontractors, suppliers, software, tools, frameworks, open-source components or external services are deployed, unless specific written agreements have been made.
Webkracht shall act as a reasonably competent and reasonably acting professional service provider.
3.4 Dependencies
The execution of the agreement may depend on information, access, content, accounts, decision-making, systems, suppliers, software, hosting, infrastructure, APIs, platforms or cooperation from the Client and third parties.
If these dependencies are missing, delayed, changed, prove to be incorrect or are not available in a timely manner, Webkracht may adjust the planning, scope, price or execution accordingly. The resulting additional work shall be considered additional work.
3.5 Instructions and risks
Webkracht follows reasonable and timely instructions from the Client, insofar as they fall within the scope and are compatible with the agreement, professional standards, laws and regulations, technical safety, third-party policies and the reasonable interests of Webkracht.
Webkracht is not obliged to follow instructions that, in its opinion, are incorrect, unsafe, unlawful, disproportionate, technically irresponsible or in conflict with the agreement or third-party conditions.
If Webkracht identifies that an instruction, choice or provided information may lead to technical, legal, safety, privacy, accessibility, performance, continuity or reputational risks, Webkracht shall, where reasonably possible, inform the Client thereof.
If the Client nevertheless insists on the relevant instruction or choice, the execution thereof shall be at the Client’s risk and expense.
3.6 Engagement of third parties
Webkracht may engage third parties in the execution of the agreement, such as freelancers, subcontractors, hosting providers, software suppliers, platform providers and specialists.
Webkracht remains responsible for third parties engaged by it insofar as the law or the agreement so provides, but is not liable for shortcomings of third parties selected, contracted or managed by the Client.
3.7 Open source and standard components
Webkracht may use open-source software, standard components, existing modules, frameworks, libraries, templates, scripts, tools and generic solutions.
The use thereof does not result in the transfer of intellectual property rights to the Client, unless otherwise agreed in writing.
3.8 Intermediate versions and development environments
Intermediate versions, concepts, demos, prototypes, development environments, test environments, staging environments and preview environments are intended for progress, coordination, feedback and testing.
These versions do not need to be complete, flawless, representative, stable, secure, performant or suitable for production use, unless Webkracht indicates otherwise in writing.
3.9 Use outside purpose or scope
Webkracht is not liable for damage, defects, malfunctions or shortcomings arising from the Client or third parties using the results outside the agreed purpose, outside the scope, in conflict with Webkracht’s instructions, in combination with non-approved systems or after modifications made by the Client or third parties.
3.10 Change of circumstances
If changes occur during or after execution in laws and regulations, technical standards, browser behavior, security requirements, platform policies, APIs, software versions, hosting environments, accessibility requirements, privacy rules or other relevant circumstances, additional work required as a result shall be considered additional work, unless otherwise agreed in writing.
3.11 Exclusion of personal execution
The applicability of Article 7:404 of the Dutch Civil Code and Article 7:407, paragraph 2 of the Dutch Civil Code is excluded.
Article 4. Cooperation and responsibilities of the Client
4.1 Cooperation
The Client shall provide all reasonable cooperation necessary for the correct, efficient and timely execution of the agreement in a timely manner.
This includes, among other things, timely provision of information, content, materials, feedback, decisions, access, accounts, login details, technical data and other data that Webkracht requires.
4.2 Accuracy and usability
The Client warrants the accuracy, completeness, currency, legality and usability of all information, content, materials, instructions, accounts and access means provided by or on behalf of the Client.
Webkracht may rely on this, unless it is reasonably clear to Webkracht that there is an obvious error or an evident risk.
4.3 Feedback, decision-making and contact persons
The Client shall ensure timely assessment, feedback, decision-making, approval and acceptance of questions, designs, concepts, choices, test versions and results submitted by Webkracht.
The Client shall appoint one or more authorized contact persons. Webkracht may assume that communications, choices, instructions and approvals from these contact persons are legally binding on behalf of the Client, unless the Client has indicated otherwise in writing in advance.
4.4 Access to systems and third parties
The Client shall ensure that Webkracht has timely access to systems, accounts, domains, hosting environments, CMS environments, analytics accounts, advertising accounts, e-mail services, DNS settings, repositories, software licenses, APIs and other technical facilities.
If cooperation from employees, suppliers, IT administrators, hosting parties, marketing parties, software suppliers, auditors or other third parties of the Client is required for execution, the Client shall ensure that these parties are available in a timely manner and have the necessary knowledge, authority, information and access.
4.5 Security of access means
The Client is responsible for the management, security and legality of accounts, passwords, API keys, authentication means, authorizations and access rights provided to Webkracht by or on behalf of the Client, unless these means are managed by Webkracht.
The Client shall not provide Webkracht with personal data, confidential data or sensitive information that is not necessary for the execution of the agreement.
4.6 Consequences of insufficient cooperation
If the Client does not provide necessary information, content, feedback, decision-making, access or cooperation in a timely manner, in full or in a usable form, Webkracht may suspend execution, adjust the planning or reschedule work.
The resulting additional work, waiting time, rescheduling, restart costs or delays shall be considered additional work, unless the cause is attributable to Webkracht.
If a project is thus completely or largely at a standstill for more than twenty working days, Webkracht may reschedule the project based on its then available capacity.
4.7 Content and client material
The Client is responsible for timely provision, review and approval of content and client material, unless it has been agreed in writing that Webkracht is responsible for this.
If customer content or materials are missing, incomplete or not provided in a timely manner, Webkracht may work with placeholder content, sample materials or provisional settings, or may suspend the relevant work.
The Client remains responsible for the substantive accuracy, legality, timeliness and suitability of content and customer materials.
4.8 No obligation to verify beyond scope
Webkracht is not obliged to verify the accuracy, completeness, legality, suitability, accessibility, privacy compliance or legal validity of information, content, instructions, systems, accounts, settings or materials provided by the Client, unless explicitly specified within the scope.
Any verification, assessment, correction or advice beyond the scope shall be considered additional work.
Article 5. Changes, additions and additional work
5.1 Additional work
Webkracht performs its services within the agreed scope. All work, changes, additions or services not explicitly included in the scope shall be considered additional work.
Additional work includes, among other things: additional functionality, extra templates or content blocks, new forms or integrations, extra revisions, changes after approval, work on third-party systems or services, correction of customer errors, urgent work and work resulting from audits, penetration tests, accessibility assessments or legal reviews.
5.2 Additional work due to changed circumstances
Additional work may also be required without an explicit request from the Client if additional work is reasonably necessary due to changed circumstances.
This includes, among other things, changed starting points, revised planning, changed systems or suppliers, changes in laws or regulations, changes in third-party terms or technology, incorrect or incomplete information provided by the Client, or other circumstances that were not or insufficiently foreseeable at the time the agreement was entered into.
5.3 Approval and execution
Additional work shall in principle only be carried out after written approval from the Client.
Webkracht may carry out additional work without prior written approval if this is reasonably necessary due to urgency, security, continuity, limitation of damage or progress of already agreed work, or if the Client could reasonably have understood that the work fell outside the scope and would incur additional costs.
5.4 Rates and planning
Additional work is carried out on the basis of post-calculation at the agreed rates. If no specific rates have been agreed, the rates in force at that time of Webkracht shall apply.
Changes, additions and additional work may affect planning, phases, capacity, delivery dates, deadlines and costs. Webkracht may adjust the planning and execution accordingly.
5.5 Changes after approval and requests from third parties
If the Client has approved a design, wireframe, functional description, technical setup, content structure, planning, phase or other component, subsequent changes thereto shall be considered additional work, unless Webkracht confirms in writing otherwise.
Change requests, findings or requirements from third parties engaged by the Client, such as auditors, penetration testers, lawyers, marketing agencies, hosting parties, IT administrators or accessibility assessors, do not automatically form part of the scope. Work carried out as a result thereof shall be considered additional work, unless otherwise agreed in writing.
5.6 Courtesy and reduced scope
If Webkracht carries out minor changes or additions without separately charging for them, this does not mean that Webkracht waives its right to charge for similar or future work as additional work.
The cancellation of parts of the scope does not automatically lead to a reduction in the agreed price. Reduced scope shall only be credited if the Parties agree in writing. In doing so, Webkracht may take into account work already carried out, reserved capacity, preparation costs, fixed costs and loss of coherence or efficiency within the project.
5.7 Correction within scope
If there is a defect within the agreed scope that has been reported in a timely and concrete manner and is attributable to Webkracht, Webkracht will correct this defect within a reasonable period without it being considered additional work.
Article 6. Planning, delivery and acceptance
6.1 Planning and deadlines
Planning, deadlines, delivery dates and deadlines mentioned or agreed by Webkracht are indicative, unless it has been agreed in writing and unambiguously that a strict deadline applies.
Planning and deadlines are based on the scope, starting points, dependencies, availability of Webkracht, availability of the Client and timely cooperation of the Client and third parties known at the start.
If delays occur due to the Client or third parties engaged by the Client, planning, deadlines and delivery dates will be postponed. Webkracht may reschedule the work based on its then available capacity.
6.2 Delivery in phases
Webkracht may carry out and deliver the agreement in phases, components or partial deliverables.
Each phase, partial deliverable or result may be checked, accepted and invoiced separately, unless otherwise agreed in writing.
Delivery shall be deemed to have taken place as soon as Webkracht notifies the Client in writing that a result, phase, component, website, application or other deliverable is ready for review, testing, acceptance, use or launch.
6.3 Review and reporting of defects
The Client shall review the delivered work within ten working days of delivery.
Any defects must be reported to Webkracht within this period in a concrete, written and reproducible manner.
A report shall, as far as possible, contain a clear description of the problem, the location or URL where the problem occurs, the steps to reproduce the problem, relevant screenshots or error messages and an explanation of why the problem constitutes a deviation from the agreed scope.
6.4 Acceptance
If the Client does not report any concrete and reproducible defects within the review period, the delivered work shall be deemed accepted after the review period has expired.
The delivered work shall also be deemed accepted if the Client uses it in whole or in part, has it published, launched, used commercially, made available to third parties or otherwise deployed for business purposes.
6.5 Correction and outstanding items
If the Client reports a defect in a timely manner that falls within the scope and is attributable to Webkracht, Webkracht will correct this defect within a reasonable period.
Defects, imperfections or outstanding items that do not materially prevent the normal use of the delivered work shall not prevent acceptance and shall not suspend the payment obligation.
A defect shall not be deemed to exist in the case of new or changed wishes, components outside the scope, deviations due to provided or approved content, changes after approval, external services, use outside the agreed purpose, actions by the Client or third parties, or subjective preferences that cannot be traced back to a concrete deviation from the agreed scope.
6.6 Missing content or input
If the Client does not provide required content, data, feedback or choices in a timely manner, Webkracht may deliver with placeholder content, sample content, provisional settings or outstanding customer points, provided that the technical or functional components to be delivered by Webkracht are, in Webkracht's opinion, ready for review.
6.7 Payment during acceptance procedure
The review and acceptance procedure does not suspend payment obligations, unless otherwise agreed in writing or in the case of a timely reported material defect that prevents normal use of the delivered work and directly relates to the disputed invoice item.
6.8 Launch and aftercare
Launch shall take place at a time agreed by the Parties.
Webkracht may postpone launch if there are reasonable grounds for doing so, such as outstanding invoices, missing content, missing approval, technical risks, security risks, missing access, insufficient test results or dependencies on third parties.
Unless otherwise agreed in writing, delivery or launch does not include structural aftercare, management, maintenance, monitoring, further development, support, content entry or optimization.
Article 7. Prices, invoicing and payment
7.1 Prices and external costs
All prices, rates and amounts are exclusive of VAT and other levies, unless otherwise stated in writing.
Costs of external services and third parties, such as hosting, domain names, SSL certificates, software licences, plug-ins, tools, advertising budgets, cloud costs, API costs, external specialists and other expenses, are only included if explicitly stated in the quotation or agreement.
Price changes, rate changes, licence changes or other cost changes from third parties may be passed on to the Client by Webkracht.
7.2 Fixed price, post-calculation and additional work
A fixed price only applies to the agreed scope and starting points.
Work outside the scope, additional work and work for which no fixed price has been agreed shall be carried out on the basis of post-calculation at the agreed or usual rates of Webkracht.
In the case of post-calculation, Webkracht's time records or project administration shall be decisive, subject to contrary evidence by the Client. Webkracht shall provide a reasonable specification upon request.
7.3 Invoicing and advance payment
Webkracht may require advance payment, deposits, staged payments or payment prior to the start.
Project work, partial orders, phases, results, periodic services, additional work and other work may be invoiced during the project, periodically or after completion of a phase.
Periodic services, such as hosting, management, maintenance, SLAs, support, licences, monitoring, email services and domain names, shall be invoiced in advance or periodically, unless otherwise agreed in writing.
Periodic costs shall be due from the agreed start date or, if no start date has been agreed, from the moment Webkracht makes the relevant service available, reserves it, activates it or incurs costs for it.
7.4 Indexation and rate changes
Webkracht may annually index rates for periodic services as of January 1 based on the consumer price index for all households published by Statistics Netherlands (CBS), unless otherwise agreed in writing.
If Webkracht does not apply indexation in any given year, this does not mean that Webkracht waives the right to apply indexation in later years. Unapplied indexations are not applied retroactively or cumulatively to previous years, unless otherwise agreed in writing.
In addition to indexation, Webkracht may adjust rates due to changed costs, altered services, changed market conditions, changed laws or regulations, changed security or compliance requirements, or other circumstances that reasonably justify a rate adjustment.
For ongoing periodic services, Webkracht will inform the Client at least thirty days prior to the intended effective date, unless a shorter notice period is reasonably necessary.
7.5 Payment terms and objections
Payment must be made within fourteen days of the invoice date without suspension, discount, set-off or deduction, unless otherwise agreed in writing.
Objections to an invoice must be reported to Webkracht in writing and in concrete terms within eight days of the invoice date. An objection does not suspend the payment obligation for the undisputed portion.
7.6 Default, interest and collection costs
If the Client fails to pay on time, the Client is in default by operation of law and statutory commercial interest is due.
All reasonable extrajudicial and judicial costs incurred by Webkracht in obtaining payment shall be borne by the Client.
7.7 Suspension and security
In case of late payment, payment risk or other circumstances that reasonably cause Webkracht to doubt timely payment, Webkracht may demand advance payment or security.
Webkracht may suspend work, support, go-live, transfer, export or migration insofar as this is reasonable and relates to due and undisputed amounts.
7.8 Allocation and administration
Payments will first be applied to costs, then to interest and finally to the oldest outstanding principal amount.
The administration of Webkracht shall serve as proof of performed work, delivered services, incurred costs, issued invoices and received payments, subject to contrary evidence by the Client.
Article 8. Hosting, management, support and SLA in outline
8.1 Only if agreed
Hosting, management, maintenance, support, monitoring, backups, updates, security updates, availability guarantees, response times, recovery times and other service levels are only part of the agreement insofar as they have been agreed in writing.
The content, scope and conditions thereof are determined by the quotation, order confirmation, management agreement, hosting agreement, support agreement, SLA or other written agreement between the Parties.
8.2 No implicit SLA
The mere fact that Webkracht has developed, delivered, managed, adapted or previously supported a website, application, platform or hosting environment does not mean that Webkracht is obliged to provide structural support, monitoring, maintenance, updates, security work, incident follow-up, backups or availability guarantees.
8.3 Availability, response times and support
Webkracht will make every effort to keep agreed hosting and managed environments carefully available.
Webkracht does not guarantee uninterrupted availability, error-free operation, specific uptime, response times, recovery times or resolution times unless this has been agreed in writing.
A response time is not a recovery time or guaranteed resolution time unless explicitly specified otherwise.
Support is provided via the channels designated by Webkracht and during the agreed support hours. Notifications via other channels are not considered formal support notifications unless Webkracht confirms them.
8.4 Limits of support and management
Support and management are limited to the agreed scope, SLA, management agreement or maintenance agreement.
Not included are, among other things, new functionality, content entry, design changes, training, work on external services, recovery from client errors, recovery after work by third parties, optimizations, migrations, audits, penetration test follow-up and further development, unless otherwise agreed in writing.
8.6 Cybersecurity and security measures
To the extent that Webkracht provides hosting, management, maintenance or technical support, Webkracht will take appropriate technical and organizational security measures that are reasonably suited to the nature of the services, the agreed scope, the state of the art, the costs of implementation and the known risks.
These measures may include, among other things, security updates, access control, SSL/TLS, basic server hardening, backups, logging, monitoring, environment separation, controlled deployment and measures in case of abuse or vulnerabilities, insofar as these are part of the agreed services.
Cybersecurity is a shared responsibility. The Client remains responsible for careful use of accounts, strong passwords, internal authorizations, timely reporting of suspicious situations, safe use by its own employees and following reasonable security advice from Webkracht.
Webkracht does not guarantee absolute security and cannot guarantee that websites, applications, accounts, data or systems are fully protected against hacks, malware, phishing, spam, DDoS attacks, vulnerabilities, data leaks, abuse or other security incidents.
8.6 Maintenance, updates, backups and monitoring
Maintenance, updates, patches, upgrades, backups and monitoring are only included insofar as they have been agreed in writing.
Major upgrades, version upgrades with technical impact, migrations, refactoring, compatibility adjustments, rebuilds, adjustments to custom work, template adjustments and recovery from incompatibility are considered additional work unless otherwise agreed in writing.
Monitoring does not mean that Webkracht will immediately detect or prevent every malfunction, error, attack, delay, downtime, security vulnerability or deviation.
Webkracht does not guarantee that every backup is complete, up-to-date, usable or restorable unless otherwise agreed in writing.
8.7 Malfunctions and risks outside Webkracht
The Client shall report malfunctions and incidents as soon as possible, in concrete and reproducible terms via the designated support channel.
Webkracht is not responsible for problems that are wholly or partially caused by the Client, third parties engaged by the Client, external services, outdated software, expired licenses, refused maintenance, malware, phishing, spam, DDoS attacks, hacks, abuse or other circumstances outside the reasonable control of Webkracht.
If the Client has no maintenance, management or update agreement, or refuses or delays necessary updates, upgrades, migrations or security measures, the consequences thereof shall be for the Client’s account and risk.
8.8 Measures in case of security or continuity risks
Webkracht may wholly or partially suspend, restrict, isolate or disable a website, application, account, email service, hosting environment, connection or other provision if, in its reasonable opinion, there is a security risk, continuity risk, data breach risk, abuse, malware, spam, phishing, overload, violation of laws or regulations, violation of third-party terms or danger to infrastructure, systems, customers or reputation. Webkracht will inform the Client about this as far as reasonably possible.
8.9 End of hosting, management or support
Upon termination of hosting, management, maintenance, support or SLA services, Webkracht’s obligation to keep the relevant environment available, monitor it, maintain it, secure it, support it or make backups ceases.
Any migration, export, transfer or exit support will only take place based on further agreements and at the agreed or usual rates, unless otherwise agreed in writing.
Article 9. Domain names, accounts, access and external services
9.1 Domain names
If Webkracht registers, transfers or manages domain names, this is done on behalf of the Client, unless otherwise agreed in writing.
The Client is responsible for providing correct holder details, administrative data, contact information and other information required for registration, transfer or management of domain names in a timely manner.
Unless otherwise agreed in writing, the Client or a party designated by the Client will be registered as the holder of a domain name.
9.2 DNS and technical settings
Changes to DNS, nameservers, MX records, SPF, DKIM, DMARC, CNAME records, A records, TXT records and other technical settings may affect the accessibility of websites, email, verifications, connections and external services.
The Client is responsible for the correctness of changes requested by or on behalf of the Client, unless the error is attributable to Webkracht.
9.3 Accounts and external platforms
Accounts with external services, such as Google, Microsoft, Meta, Apple, LinkedIn, Mailchimp, payment providers, analytics platforms, advertising platforms, hosting parties, domain registrars, CRM systems, newsletter systems, app stores and similar services, remain the property or responsibility of the Client, unless otherwise agreed in writing.
If Webkracht holds or manages an account, license, environment or provision in its own name on behalf of the Client, the Client acquires no ownership, independent right of use or right of transfer, unless otherwise agreed in writing.
9.4 Access, authorizations and verifications
The Client shall ensure that Webkracht is provided with the necessary access, rights, roles, verifications, authorizations, API keys, authentication means and permissions in a timely manner.
If access is missing, limited, expired or revoked, Webkracht may suspend the work, adjust the schedule and charge additional work or waiting time as additional work.
The Client is responsible for identity verifications, business verifications, domain verifications, payment verifications, app store verifications, advertising account verifications and other verifications required by external services or third parties, unless otherwise agreed in writing.
Webkracht may support in this regard, but does not guarantee that verifications or approvals will be obtained.
9.5 Conditions and modifications by third parties
The terms, policies, technical limitations, licenses, service terms, acceptance criteria, and pricing models of the relevant third parties apply to the use of external services.
Webkracht is not liable for changes, price increases, limitations, blocks, suspensions, terminations, rejections, malfunctions, bugs, security incidents, data loss, API changes, license changes, or policy changes of external services, unless such issues are attributable to a failure on the part of Webkracht.
9.6 Links and APIs
If Webkracht establishes links, API integrations, imports, exports, or synchronizations with third-party systems, their operation depends on the availability, documentation, technical quality, limitations, authorizations, rates, and changes imposed by these third parties.
Webkracht does not guarantee that links will continue to function unchanged, flawlessly, or remain available.
Work required due to changes in APIs, software versions, platform policies, security requirements, authentication methods, license terms, data models, or third-party technical documentation is considered additional work, unless otherwise agreed in writing.
9.7 Licenses and costs of third parties
If software licenses, plug-ins, extensions, fonts, stock materials, SaaS subscriptions, cloud components, or other third-party rights are required for execution or use, the Client is responsible for obtaining, maintaining, and paying for them, unless otherwise agreed in writing.
The Client bears the consequences of expired, terminated, revoked, improperly used, or insufficiently paid licenses.
9.8 Access after termination of the agreement
After termination of the agreement, the Client is responsible for modifying, revoking, or managing access, authorizations, passwords, API keys, tokens, user roles, and other access credentials provided to Webkracht or enabled by Webkracht for third parties, unless otherwise agreed in writing.
Article 10. Intellectual property and usage rights
10.1 Rights of Webkracht
All intellectual property rights in works, materials, designs, code, documentation, methods, concepts, components, templates, modules, scripts, configurations, know-how, and other results developed, designed, compiled, or used by Webkracht remain with Webkracht or its licensors, unless otherwise agreed in writing.
10.2 Usage rights for the Client
Upon full payment of the agreed amounts, the Client obtains a usage right to the results delivered by Webkracht, to the extent necessary for the intended purpose for which they were provided.
This usage right is non-exclusive, non-transferable, and limited to the agreed use, unless otherwise agreed in writing.
10.3 Condition of payment
As long as the Client has not fully met its payment obligations, the Client does not obtain any usage right beyond what is necessary for already permitted use.
Webkracht may suspend transfer, launch, export, or further use to the extent reasonable and in relation to due and undisputed amounts.
10.4 Custom work and source files
Custom work developed specifically for the Client may be used by the Client within the agreed purpose and environment.
Transfer of source files, source code, design files, repositories, documentation, editable files, or full ownership rights only takes place if agreed in writing.
10.5 Reusable components and know-how
Rights to generic components, standard modules, frameworks, libraries, development methods, workflows, technical knowledge, concepts, tools, configurations, and reusable code remain with Webkracht.
Webkracht may apply general knowledge, experience, ideas, methods, and components developed or used during execution for other clients, provided that no confidential information of the Client is used.
10.6 Open source and third-party software
The license terms of the respective rights holders apply to open-source software, plug-ins, extensions, libraries, frameworks, fonts, stock materials, and other third-party materials.
The Client obtains only the rights arising from those license terms or the relevant agreement.
Webkracht is not liable for limitations, changes, or termination of third-party licenses, unless such issues are attributable to a failure on the part of Webkracht.
10.7 Materials provided by the Client
The Client guarantees that it is entitled to use all content, logos, corporate identities, texts, images, videos, documents, data, trademarks, and other materials it provides to or has processed by Webkracht.
The Client indemnifies Webkracht against claims by third parties related to materials, content, or instructions provided or approved by or on behalf of the Client.
10.8 Modifications by the Client or third parties
If the Client or third parties make modifications to results delivered by Webkracht, this is at the Client's risk and expense.
Webkracht is not liable for errors, malfunctions, security risks, data loss, compatibility issues, or other consequences arising from such modifications, unless otherwise agreed in writing.
10.9 Reference use
Webkracht may use the name, logo, and a brief description of the project or result as a reference, for example on its website, in quotes, presentations, or portfolio, unless the Client objects in writing in advance or otherwise agrees in writing.
Article 11. Content, data, privacy, and compliance by the Client
11.1 Responsibility for content and data
The Client is responsible for all content, customer data, instructions, information, materials, and data provided, placed, published, stored, or processed by or on behalf of the Client.
The Client warrants that this content and data is accurate, complete, up-to-date, lawful, suitable for the intended use, and does not infringe the rights of third parties.
11.2 Rights to provided materials
The Client guarantees that it has all rights, permissions, licenses, and legal bases necessary to use and have processed by Webkracht the content, images, videos, logos, trademarks, documents, data, texts, claims, and other materials it provides.
The Client indemnifies Webkracht against claims by third parties related to content, data, materials, or instructions provided, placed, or approved by or on behalf of the Client.
11.3 Privacy, cookies, and personal data
The Client is responsible for compliance with privacy legislation, cookie rules, and other rules applicable to the processing of personal data within its organization, website, application, campaigns, and external systems.
This includes, among other things, privacy statements, cookie statements, consents, retention periods, processing bases, data subject rights, and internal procedures.
To the extent that Webkracht processes personal data on behalf of the Client, this is done within the agreed role, scope, and instructions of the Client.
11.4 Compliance, accessibility, and legal correctness
The Client remains responsible for the legal, content-related, and organizational correctness of its website, application, content, processes, forms, documents, terms, statements, campaigns, claims, and publications.
Advice, notifications, remarks, or suggestions from Webkracht regarding legal, privacy, accessibility, advertising, security, or compliance matters do not constitute formal legal or compliance advice unless it has been agreed in writing that Webkracht will provide such advisory services.
11.5 Publication at the Client's instruction
If Webkracht publishes, activates, or sends content, settings, campaigns, forms, documents, advertisements, or other components at the request or instruction of the Client, this is at the Client's risk and expense.
This does not apply to the extent that damage directly results from a failure attributable to Webkracht within the agreed scope.
11.6 Unlawful or risky content
Webkracht may refuse, suspend, remove content, or block publication if, in its reasonable opinion, there is or may be unlawful, misleading, discriminatory, hateful, infringing, harmful, fraudulent, spam-related, malware-related, privacy-sensitive, or otherwise risky content or instructions.
Webkracht will inform the Client about this as far as reasonably possible.
11.7 Notifications and claims
The Client will inform Webkracht as soon as possible if it receives a complaint, claim, summons, regulator notification, platform notification, copyright claim, privacy request, data breach notification, advertising restriction, account warning, or other notification relevant to the services provided by Webkracht.
11.8 AI functionality and automated suggestions
If Webkracht uses or provides AI functionality or automated tools, for example for suggestions regarding meta titles, meta descriptions, alt texts, content, analyses, or code, the results thereof are considered suggestions or tools.
The Client is responsible for reviewing, evaluating, adjusting, approving, publishing, and using such output, unless otherwise agreed in writing.
The Client must not enter any special categories of personal data, confidential information, trade secrets, or other sensitive data into AI functionality unless the Parties have made prior written arrangements regarding this.
Article 12. Confidentiality, publicity, and communication
12.1 Confidentiality
The Parties undertake to maintain the confidentiality of all confidential information they receive from each other in the context of the agreement or of which they reasonably ought to understand is confidential.
Confidential information includes, among other things, business information, technical information, financial information, commercial information, customer data, personal data, source code, documentation, security information, accounts, access means, passwords, API keys, quotes, rates, project information, strategies, concepts, designs, methods, know-how and other non-public information.
12.2 Exceptions
The obligation of confidentiality does not apply to information that the receiving Party can demonstrate is already public, is lawfully made public, was already lawfully known, was lawfully obtained from a third party, was independently developed without using confidential information, or must be disclosed under applicable law or a binding order from a competent authority.
If a Party is required to disclose confidential information, it will inform the other Party of this as soon as reasonably possible, to the extent permitted by law.
12.3 Use and protection
Parties may use confidential information only to the extent necessary for the performance of the agreement or for the exercise of rights and obligations under the agreement.
Parties will implement reasonable technical and organizational measures to protect confidential information against unauthorized access, loss, disclosure, or misuse.
12.4 Publicity and reference use
Webkracht may use the name, logo and a brief description of the Client, the project or the result as a reference, for example on its website, in quotes, presentations or portfolio, unless the Client objects in writing in advance or has otherwise agreed in writing.
Publishing detailed case studies, interviews, screenshots, statistics, project details, technical architecture, conversion figures, revenue data, visitor numbers or other substantive project information is only permitted to the extent that this information is not confidential or after the Client has given permission.
12.5 Confidential or white-label projects
If the Client indicates in writing and with reasons that the project is confidential, a white-label assignment, a tender-sensitive assignment, a compliance-sensitive assignment or any other situation in which public reference use is not reasonably appropriate, the Parties will make additional arrangements regarding this.
Webkracht will not unreasonably refuse a reasonable request to limit reference use.
12.6 Attribution and reviews
Unless otherwise agreed in writing, Webkracht may include a modest attribution or footer link in or on a website, application or other digital environment developed by Webkracht.
If the Client provides Webkracht with a review, testimonial, quote or recommendation, Webkracht may use it for marketing, sales and publicity purposes, unless the Client explicitly specifies restrictions.
12.7 Communication
Communication between the Parties may take place via email, ticketing system, project management system, customer portal or other common digital communication channels.
Parties will ensure that relevant communication, decisions, approvals and instructions are sufficiently clear and traceable.
Article 13. Suspension, termination, cancellation and exit
13.1 Suspension
Webkracht may suspend its work, services or obligations in whole or in part if the Client fails to fulfill, timely fulfill or fully fulfill its obligations.
Suspension may relate to work, support, maintenance, hosting, access, go-live, transfer, exports, migrations, domain management, email services, accounts, integrations, deliverables and other services, to the extent reasonably and technically possible.
13.2 Suspension due to risks
Webkracht may also suspend, limit, isolate or temporarily disable work or services if, in its reasonable opinion, there is a risk of non-payment, security risk, continuity risk, data breach risk, misuse, malware, spam, phishing, overload, violation of laws or regulations, violation of third-party terms or danger to systems, infrastructure, customers or reputation.
Webkracht will inform the Client of this as soon as reasonably possible.
13.3 No liability for justified suspension
Webkracht shall not be liable for damage, delay, loss, lost revenue, downtime, data loss, reputational damage or other consequences arising from a justified suspension or limitation.
13.4 Termination of assignments
If an agreement has been entered into for a specific assignment or project phase, it may not be terminated free of charge during the term, unless otherwise agreed in writing.
In the event of termination by the Client during the term, the Client is required to compensate for all work already performed, reserved capacity, incurred obligations, external costs, additional work and reasonable costs for decommissioning, transfer or termination.
13.5 Periodic services
Periodic services, such as hosting, management, maintenance, support, SLAs, licenses and domain names, may be terminated in accordance with the agreed term and notice period.
If no specific term or notice period has been agreed, a notice period of three months applies to periodic services.
Prepaid periodic fees will not be refunded unless otherwise agreed in writing or termination is fully attributable to Webkracht.
13.6 Dissolution or immediate termination
Webkracht may dissolve the agreement in whole or in part or terminate it with immediate effect if the Client fails to meet its obligations and does not remedy this within a reasonable period, is in default of payment, applies for suspension of payments, is declared bankrupt, is dissolved, ceases its business, is placed under guardianship or receivership, has its assets seized, or if continuation cannot reasonably be expected from Webkracht.
Webkracht may terminate the agreement without prior notice of default in cases of fraud, misuse, unlawful content, serious security risks, malware, phishing, spam, threats to infrastructure, breach of confidentiality, infringement of intellectual property rights, reputational risks or other serious circumstances.
13.7 Enforceability upon termination
Upon suspension, dissolution, termination or cancellation, all outstanding and due amounts become immediately payable.
This includes, among other things, work performed, additional work, external costs, licenses, periodic fees, cancellation fees, compensation and other costs.
13.8 Consequences of termination
Upon termination, Webkracht’s obligation to perform work, maintain services, provide support, perform monitoring, create backups, carry out updates or manage environments ends, unless otherwise agreed in writing.
Termination does not affect provisions that are intended to remain in force by their nature, such as provisions on payment, intellectual property, confidentiality, liability, indemnification, privacy, exit and disputes.
13.9 Exit, transfer and migration
After termination, Webkracht may, at the Client’s request, reasonably cooperate in the export, transfer or migration of websites, applications, domains, data or accounts.
Such work falls outside the scope of regular services and is performed at the agreed or customary rates, unless otherwise agreed in writing.
Webkracht is not responsible for the installation, operation, security, compatibility, performance or management of a website, application, data export or environment after it has been transferred to the Client or a third party.
13.10 Data after termination
After termination, Webkracht may retain, delete or archive customer data, backups, accounts, environments and project files in accordance with the agreement, legal obligations, security interests, evidentiary interests and its usual retention periods.
The Client is responsible for timely requesting the export or transfer of data before environments, backups or services are deleted.
Article 14. Liability and indemnification
14.1 Liability for attributable breach
Webkracht is only liable for damage that is a direct result of an attributable breach by Webkracht in fulfilling an obligation under the agreement.
To the extent that performance is not permanently impossible, liability only arises after the Client has given Webkracht written notice of default, has described the breach in concrete terms and has given Webkracht a reasonable period to remedy the breach.
14.2 Direct damage
Webkracht is only liable for direct damage.
Direct damage is understood to mean only: reasonable costs to determine the nature and extent of damage for which Webkracht may be liable, reasonable costs to ensure performance complies with the agreement, and reasonable costs to prevent or limit direct damage.
14.3 Excluded damage
Liability for indirect damage, consequential damage, ancillary damage or derived damage is excluded.
Webkracht is in any case not liable for lost revenue, loss of profit, missed savings, missed leads, missed conversions, missed sales or inquiries, reputational damage, image damage, business stagnation, loss of goodwill, missed deadlines, missed launches, campaign loss, fines or measures by third parties, claims by the Client’s customers or users, reduced findability, advertising performance, email deliverability, accessibility scores, performance, platform approvals, data loss or damage caused by AI output, unless mandatory law provides otherwise.
14.4 Liability cap
The total liability of Webkracht is limited to the amount that the Client has paid for the part of the agreement to which the damage relates.
For ongoing services, liability is limited to the amount that the Client paid for the relevant service in the three months prior to the event causing the damage.
In all cases, liability is limited to the amount that is paid out by Webkracht’s liability insurance in the relevant case, increased by any deductible, to the extent that such insurance provides coverage.
14.5 External services, third parties and customer circumstances
Webkracht shall not be liable for any damage that is wholly or partially caused by the Client, third parties engaged by the Client, external services, modifications by third parties, incorrect or incomplete information provided by the Client, client content, client data, client instructions, expired licences, outdated software, refused maintenance, modified terms of third parties, platform decisions, circumstances beyond the control of Webkracht or use outside the agreed scope.
14.6 Security and availability
The security and availability obligations of Webkracht are limited to the expressly agreed services and the associated duty of best efforts. Webkracht shall not be liable for security incidents, data loss, hacks, malware, phishing, spam, DDoS attacks, vulnerabilities or misuse, unless the damage directly results from a proven and attributable failure of Webkracht in an expressly agreed security, backup or data protection obligation.
14.7 Complaint obligation and lapse
The Client shall report any damage or potential claim as soon as possible after becoming aware or reasonably ought to have become aware of it.
Any claim for compensation shall lapse twelve months after the moment the Client became aware or reasonably ought to have become aware of the damage and the party held liable, unless mandatory law provides otherwise.
14.8 Indemnification
The Client shall indemnify Webkracht against any claims by third parties related to content, data, materials, instructions, use of the services by the Client, infringement of third-party rights, violation of laws and regulations, processing of personal data by or on behalf of the Client, or actions or omissions of the Client or third parties engaged by the Client.
14.9 Mandatory law
The limitations and exclusions of liability shall not apply insofar as the damage results from wilful misconduct or gross negligence of Webkracht or insofar as mandatory law prohibits such limitation or exclusion.
Article 15. Force majeure, privacy, assignment and disputes
15.1 Force majeure
Webkracht shall not be obliged to perform any obligation and shall not be liable for damage, delay or failure to the extent that force majeure applies.
Force majeure means any circumstance beyond the reasonable control of Webkracht that wholly or partially prevents performance or makes it unreasonable to expect performance from Webkracht.
This includes, among other things, failures by third parties, internet outages, power outages, cyberattacks, DDoS attacks, malware, government measures, pandemics, illness or staff shortages, shortcomings of suppliers, strikes, war, fire, theft, loss of data beyond the control of Webkracht, failures in external services and changes in laws, regulations or terms of third parties.
15.2 Consequences of force majeure
If a force majeure situation occurs, Webkracht may suspend its obligations for as long as the force majeure persists.
If the force majeure lasts longer than sixty days, either Party may terminate the agreement for the undelivered portion in writing, without either Party being liable for compensation to the other.
Work performed or costs or obligations reasonably incurred prior to the occurrence of the force majeure shall remain payable.
15.3 Privacy and processing of personal data
Where Webkracht processes personal data in the context of the agreement, it does so solely within the agreed scope, role and instructions of the Client.
The Client remains responsible for the purposes and legal bases of processing, the accuracy of personal data, retention periods, privacy statements, cookie statements, data subject rights, internal GDPR processes and other obligations incumbent on the Client as the controller.
Webkracht shall implement appropriate technical and organisational measures commensurate with the nature of the services, the state of the art, the risks and the agreed arrangements.
15.4 Processor role
Where Webkracht processes personal data on behalf of the Client in the capacity of processor, the provisions in these general terms shall apply as general processing agreements, unless the Parties enter into a separate written data processing agreement.
Webkracht shall process personal data only to the extent necessary for the performance of the agreement, such as hosting, management, maintenance, support, backups, logging, security, error analysis, form processing or other agreed services.
Webkracht shall not use personal data for its own independent purposes, except to the extent necessary for administration, security, quality control, evidence, legal obligations or legitimate business interests of Webkracht.
15.5 Sub-processors and security incidents
Webkracht may engage sub-processors in the performance of the agreement, such as hosting providers, cloud providers, email services, backup services, monitoring tools, support tools and software vendors.
Webkracht shall ensure that appropriate agreements are in place with relevant sub-processors where they process personal data on behalf of Webkracht.
In the event of a suspected security incident or data breach within the environment managed by Webkracht, Webkracht shall inform the Client as soon as possible after becoming aware of it. The Client remains responsible for assessing whether a notifiable data breach has occurred and for any notifications to supervisory authorities or data subjects.
15.6 End of processing
Upon termination of the agreement, Webkracht shall delete, anonymise, return or continue to store personal data to the extent required by the agreement, legal obligations, security interests, evidentiary interests, backup cycles or customary retention periods.
Backups and logs may still contain personal data for a reasonable period until they are overwritten or deleted according to customary retention periods.
15.7 Contract takeover and assignment
Webkracht may assign its rights and obligations under the agreement to an affiliated company, group company, successor or party that continues its business or activities in whole or in part, provided that the Client is not materially disadvantaged in its legal position.
The Client shall, where necessary, cooperate in advance with such an assignment. Webkracht shall inform the Client of this in a timely manner.
The Client may not assign rights or obligations under the agreement to a third party without the prior written consent of Webkracht, unless mandatory law provides otherwise.
15.8 Continuing provisions
Provisions that are by their nature intended to remain in force after termination of the agreement shall remain effective after termination.
This includes, among other things, provisions on payment, intellectual property, usage rights, confidentiality, privacy, liability, indemnification, exit, applicable law and disputes.
15.9 Applicable law
All offers, agreements, services, work and legal relationships between Webkracht and the Client shall be governed exclusively by Dutch law.
The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
15.10 Disputes
The Parties shall endeavour to resolve disputes through mutual consultation first.
If consultation does not lead to a resolution, disputes shall be submitted to the competent court in the district where Webkracht is established, unless mandatory law designates a different court.
Webkracht shall remain entitled to take collection measures or urgent measures without prior consultation if reasonably necessary.
