General terms and conditions

These general terms and conditions apply to all offers, quotations, agreements and services of Webas, unless otherwise agreed in writing.

The applicability of the Client's general terms and conditions is expressly rejected, unless Webas has accepted them in writing.

Deviations from these general terms and conditions are only valid if confirmed in writing by Webas.

If any provision of these terms proves to be void or voidable, the remaining provisions remain fully in force. In that case, the Parties will consult on a replacement provision that comes as close as possible to the purpose of the original provision.

If Webas does not always require strict compliance with a provision, this does not mean that Webas waives the right to require compliance in a later case.

All offers and quotations of Webas are without obligation, unless the quotation states a period of validity.

An agreement is concluded as soon as the Client accepts a quotation or offer from Webas in writing or electronically, or as soon as Webas starts carrying out the assignment with the Client's consent.

A quotation is based on the information provided by the Client when requesting the quotation.

If, during the work, it turns out that activities fall outside the agreed scope, Webas is entitled to charge these activities as additional work.

Verbal arrangements or commitments are only binding if confirmed by Webas in writing or electronically.

Webas will make every reasonable effort to perform the agreed services carefully and professionally.

Within the limits of the agreement, Webas determines how the services are technically performed.

Not every service constitutes an obligation of result. Unless expressly agreed otherwise, services are subject to an obligation of best efforts.

Webas may engage employees, independent professionals and specialised third parties to perform the services.

Webas is entitled to change technical systems, software, infrastructure or suppliers if this is necessary for security, continuity, performance or technical improvement of the services.

When developing websites, webshops, applications or other software, the agreed scope is determined by the quotation, assignment description or project documentation.

Activities that are not explicitly part of the agreed scope are considered additional work.

If a schedule is agreed for a project, it is indicative unless a strict deadline has been expressly agreed in writing.

The Client is responsible for the timely provision of information, content, access credentials, materials and other items necessary for carrying out the assignment.

Delays resulting from the Client not providing, or not timely providing, required information or approvals may lead to an adjusted schedule and additional costs.

After delivery, the Client will have a reasonable opportunity to report any defects relating to the agreed specifications.

Changes requested after approval or delivery may be invoiced as additional work.

Unless otherwise agreed in writing, intellectual property rights to general software components, frameworks, libraries, scripts, modules, techniques, templates, documentation and development methods developed by Webas remain with Webas.

For custom components developed specifically for the Client, the quotation or agreement determines whether intellectual property rights are transferred or a right of use is granted.

If it has been agreed in writing that intellectual property rights to specific custom software will be transferred to the Client, the transfer takes place after full payment for the assignment concerned.

Open-source software and third-party software remain subject to the relevant licence terms.

Webas retains the right to reuse general knowledge, techniques, ideas, methods and non-client-specific components developed during a project.

Webas may provide hosting, cloud and server services directly or use the infrastructure of external data centre, cloud or hosting providers.

The availability of infrastructure from external suppliers may depend on the availability and performance of those suppliers.

If a specific uptime, response time or service level is guaranteed, this is determined exclusively by a separate SLA or the agreement concerned.

Planned maintenance may temporarily interrupt the services. Where reasonably possible, Webas will announce planned maintenance in advance.

Webas is not responsible for outages entirely outside its sphere of influence, including outages at internet providers, data centres, cloud suppliers, domain registries or other external infrastructure.

If backup is part of the agreed services, Webas makes backups according to the frequency and retention period stated in the agreement or plan concerned.

A backup is not an absolute guarantee that all data can be restored under all circumstances.

If a restore test, restore service or specific Recovery Time Objective (RTO) or Recovery Point Objective (RPO) is required, this must be agreed separately.

The Client remains responsible for reporting missing or incorrect data in a timely manner.

For business-critical systems, Webas recommends agreeing additional backup and disaster recovery measures.

Webas may monitor systems for availability, performance, security alerts, updates and technical errors if this is part of the agreed services.

Webas will take appropriate technical and organisational measures to protect its own services and systems.

No technical security measure can guarantee that a system will never be hacked, infected or otherwise compromised.

The Client remains responsible for the secure use of accounts, passwords, user rights and access credentials within its own organisation.

Webas may enforce security measures or temporarily restrict certain services if this is necessary to protect the security or continuity of systems.

The scope of support and management is determined by the chosen plan, the quotation or the agreement.

Activities outside the agreed services may be invoiced separately.

If no specific SLA has been agreed, no fixed response or resolution times are guaranteed.

Webas may use remote management and monitoring software for support. Where necessary, the Client grants permission for this.

Webas may use third-party products and services to perform its services.

Additional terms, licences, contract terms or price changes of the supplier concerned may apply to these services.

If a third party terminates, changes or substantially limits its services, Webas is entitled to offer a comparable alternative solution or to terminate the service concerned if continuation is not reasonably possible.

Licences for third-party software remain the property of the supplier concerned.

If the Client uses a service in a way that poses a danger to Webas, other customers, third parties or the operation of infrastructure, Webas may temporarily restrict or suspend the service concerned.

Webas may suspend a service immediately in the event of:

• a serious security threat;
• malware or other harmful software;
• hacking or attempted hacking;
• spam or phishing;
• DDoS attacks;
• illegal activities;
• misuse of infrastructure;
• serious payment arrears.

Where reasonably possible, Webas will inform the Client of such a measure.

All prices stated are exclusive of VAT, unless stated otherwise.

Subscriptions and recurring services are paid in advance for each period. Before the end of each period the Client receives a payment link; the invoice is issued once the payment has been received, unless otherwise agreed in writing.

A payment link must be paid no later than the end date of the current period. Other invoices must be paid within the payment term stated on the invoice.

In the event of late payment, the Client is in default by operation of law, to the extent permitted by law.

Webas is entitled to charge reasonable extrajudicial collection costs and statutory interest to the extent permitted by law.

Webas is entitled to adjust its rates periodically. The Client will be informed in advance of structural price changes to subscriptions.

The Client can choose automatic payment by credit card or SEPA Direct Debit, processed by Mollie. Webas informs the Client of the amount and date no later than 14 days (yearly subscriptions) or 5 days (monthly subscriptions) before each automatic payment. The Client agrees to this period for the pre-notification of SEPA Direct Debits. Automatic payment can be turned off at any time in the account.

If an automatic payment fails, the Client receives a payment link. If a payment has not been received 21 days after the end date of the period, Webas is entitled to suspend the services concerned until payment has been made, after informing the Client by email in advance.

The contract term is determined in the quotation, agreement or subscription concerned.

If no contract term has been agreed, the agreement is entered into for an indefinite period.

An agreement for an indefinite period may be terminated by either party with one month's notice, unless otherwise agreed.

Different contract terms and notice periods may apply to annual subscriptions or services of external suppliers.

Termination must be given in writing or electronically.

Upon termination of an agreement, amounts already owed remain payable.

After termination of a service, Webas will, to the extent technically and reasonably possible, cooperate in transferring data or services to the Client or a subsequent service provider.

Activities for migration, export, transfer or technical support upon termination may be invoiced separately if they are not part of the agreed services.

After termination of the agreement, data may be deleted in accordance with the agreed retention periods and legal obligations.

The Client is responsible for securing, in good time, data that will no longer be retained by Webas after termination.

The Parties will treat confidential information received in connection with the agreement as confidential.

Information is considered confidential if this follows from its nature or if the party concerned has indicated that the information is confidential.

The confidentiality obligation remains in force after termination of the agreement.

Webas processes personal data in accordance with its privacy statement.

When Webas processes personal data on behalf of the Client, the parties will, if required, conclude a separate data processing agreement.

The Client remains responsible for the lawfulness of the processing for which it determines the purpose and means.

Webas processes personal data it receives as a processor exclusively according to the Client's written instructions, to the extent permitted by law.

Webas is only liable for direct damage that is the direct result of an attributable failure by Webas.

To the extent permitted by law, Webas is not liable for indirect damage, consequential damage, lost turnover, lost profit, missed savings, reputational damage, business interruption or damage resulting from loss of data.

To the extent permitted by law, Webas's liability is limited to the amount paid by the Client to Webas for the services concerned in the twelve months preceding the event causing the damage.

In the case of a one-off assignment, liability is limited to the amount paid for the assignment concerned.

The limitations of liability do not apply to the extent that limitation is not permitted by law, including cases of intent or deliberate recklessness on the part of Webas or its management.

Webas is not liable for damage arising because the Client provided incorrect, incomplete or untimely information.

Webas is not obliged to fulfil any obligation if it is prevented from doing so by force majeure.

Force majeure includes, among other things: outages at data centres, hosting and cloud suppliers, internet providers, DNS or domain registries, power outages, cyberattacks, war, natural disasters, government measures, pandemics and other circumstances beyond Webas's reasonable control.

If the force majeure situation lasts longer than 60 days, either party may terminate the agreement concerned in writing without any obligation to pay compensation.

Webas is entitled to amend these general terms and conditions if this is necessary due to changes in legislation, technology, services or business operations.

Changes will be communicated to the Client in advance or as soon as possible after they are adopted.

If a change is materially disadvantageous to a business Client, the Client may terminate the agreement if and to the extent permitted under the agreement or by law.

All agreements between Webas and the Client are governed by Dutch law.

The Parties will first endeavour to resolve disputes through mutual consultation.

If a dispute cannot be resolved mutually, it will be submitted to the competent court in the Netherlands, unless mandatory law provides otherwise.