Terms and conditions

Article 1: General

These general terms and conditions apply to the agreement to be concluded between the client and RUUB.

The work is not carried out on the basis of an employment contract, but on the basis of a contract for services within the meaning of Dutch Civil Code 7:400 and further.

The agreement is concluded by both parties in the exercise of profession or business.

A quotation from RUUB is without obligation and valid for four weeks.

The agreement between the client and RUUB is established at the moment that RUUB's quotation is accepted in writing or that RUUB's work commences.

In the case of composite prices, there is no obligation to deliver a part against a corresponding part of the price stated for the whole or the price stated for that part.

If the client has commissioned RUUB to have it carried out by RUUB, RUUB is entitled to have another person carry out the assignment. Article 7:404 of the Dutch Civil Code does not apply.

The agreement is entered into for a definite period, unless the nature or content of the client's assignment implies that it has been entered into for an indefinite period.

Parties can communicate with each other via electronic means. Where written communication is mentioned, this can also take place via e-mail.

Article 2: The execution of the work

A. General

The quotation includes the description of the work to be carried out by RUUB.

RUUB will endeavor to carry out the work as laid down in the agreements agreed with the client. The client is entitled to give instructions about the work, but this does not alter the fact that RUUB is free to carry out the work at its own discretion.

RUUB is entitled to engage third parties for the execution of (parts of) the assignment.

If it has been agreed that the agreement will be executed in phases, RUUB can suspend the execution of work belonging to a subsequent phase until the client has approved and paid for the work of the preceding phase in writing.

Periods within which the work must be completed are only to be regarded as deadlines if this has been expressly agreed in writing. The agreement cannot be dissolved by the client due to exceeding the term. RUUB is not liable for damages due to exceeding the term.

RUUB reserves all rights with regard to products that it has used or developed or has developed in the context of the execution of the assignment.

If RUUB performs work or other services at the request of the client that fall outside the content or scope of the agreement, these work or services will be reimbursed by the client to RUUB according to RUUB's usual rates. This applies in any case if the agreed number of hours is exceeded by more than 10% and/or the quoted amount by more than 10%.

The client accepts that the agreed time or expected time of completion of the work may be influenced by work or services as referred to in the previous paragraph.

RUUB is entitled to take certain parts of the website (temporarily) out of service during installation or in case of maintenance. RUUB will endeavor to keep this as short as possible and cannot be held liable for any damage to the client.

RUUB makes every effort to keep the website accessible and available, but cannot be held liable if the website is not available at any time unless the client demonstrates that this is due to RUUB.

B. Designing and building a website

The client guarantees that they have all necessary licenses for supplied materials (intellectual property) intended for the development of the website.

RUUB has the right to use images and texts provided by the client. The client indemnifies RUUB against claims from third parties in this regard.

RUUB will use third-party software, components and templates, including open source software, in the development of a website.

After delivery, the responsibility for correct compliance with the relevant third-party licenses when using the developed website lies with the client. RUUB will adequately inform the client about the applicable license terms.

The source code of a developed website will only be made available to the client if this has been explicitly agreed in writing.

The client indemnifies RUUB against claims by third parties that the delivered website infringes on intellectual property rights (such as patents, copyrights, etc.), unless the client can demonstrate that RUUB had or should have had knowledge of the infringement in the relevant website and did not warn RUUB about it. RUUB has no obligation to investigate in this area for source materials provided by the client to RUUB.

Complaints must be reported to RUUB in writing as soon as possible, but in any case within ten working days after completion of the assignment and delivery of the website, failing which the client is deemed to have fully accepted the result. Reporting complaints does not suspend the client's payment obligation.

RUUB will deliver the website when it, in its professional opinion, meets the specifications or is suitable for use. The client must then evaluate and approve or reject the delivered product within ten working days after delivery. If the client does not reject the delivered product within this period, the delivered product is deemed to have been accepted. If the client subsequently wishes to make changes or additions, this can be charged as additional work at an hourly rate or the parties can conclude a separate agreement about this.

C. Website maintenance

To ensure the security of the website as much as possible, all updates to software and plugins must be performed as soon as possible after a release.

At the request of RUUB, the client will provide all necessary access to the computer systems involved to enable installation, configuration, maintenance and adjustments to the software.

RUUB offers the client the possibility to arrange maintenance referred to under point 1 for the website in a maintenance subscription.

The maintenance of the website's software is then carried out by RUUB. This includes updating WordPress, installed plugins and themes. Changes to the software are also made as progressive insights about security make them necessary. If these changes exceed the maintenance subscription, RUUB will execute this as additional work after consultation with the client.

For maintenance, RUUB is also dependent on supplier(s) and third parties. RUUB is entitled not to install certain updates or plugins if, in RUUB's opinion, this does not benefit the correct functioning of the website.

The maintenance subscription can be terminated in writing by both parties at the end of the agreed contract period, with a notice period of 30 days.

If the client agrees with RUUB that the client maintains the website themselves, the client is responsible for updating the website and installed plugins as soon as a new version appears. The client is responsible for all possible consequences of updating themselves. RUUB will try to solve any problems arising from this updating at the current hourly rate.

If licenses from third parties are necessary for the use of the software, RUUB will purchase these licenses and deliver them directly to the client. The client will ensure that the provisions of this license are strictly adhered to. The client indemnifies RUUB against claims from third parties regarding compliance with these provisions from this license. If there is an annual mandatory renewal of licenses, RUUB will charge these to the Client.

RUUB will endeavor to add changes desired by the client to the website after delivery. If, in RUUB's opinion, a requested change could negatively affect the functioning or security of the software, RUUB will notify the client in writing. If the client nevertheless insists on the change, RUUB will implement it, at the client's own risk and without any liability for RUUB. These changes or repairs to the website are carried out by RUUB at the current hourly rate.

If the client wishes to make a change to the website independently, or wants to have this done by a third party, this is entirely at the client's own risk and responsibility, unless the client has reported the desired change to RUUB in advance and RUUB has approved it in writing. RUUB may attach conditions to this approval.

If RUUB and the client have agreed that RUUB also performs the content maintenance on the website, RUUB will endeavor to perform these actions carefully. However, RUUB can never be held responsible for any errors made and resulting damage.

RUUB will endeavor to keep knowledge about the software up to date. If applicable, RUUB will provide advice to the client.

D. Web hosting

The hosting that RUUB offers includes, among other things, providing a certain amount of disk space, support with requesting and granting domain names and/or providing email addresses.

If the agreed amount of disk space is exceeded, RUUB is entitled to invoice the client for this.

The hosting of the client's website will be provided by RUUB. If the client prefers another hosting provider, RUUB will charge the additional work resulting from this choice to the client.

RUUB is not liable for the consequences of events at a hosting provider, data center, domain name registrant or others over which RUUB has no influence.

The client ensures that they are entitled to use the domain name and that its use is not unlawful towards third parties. The client indemnifies RUUB against claims from third parties related to the domain name, even if the client's domain name is not registered by RUUB.

RUUB cannot be held responsible for the domain name.

The client behaves carefully and refrains from unlawful behavior on their website. Such as, for example, violating intellectual property, distributing data that are prohibited by law or violating the privacy of third parties or other behavior contrary to public order and morality.

RUUB can never be held liable for unlawful behavior of the client.

RUUB may request the client to remove information if RUUB detects (the threat of) unlawful behavior. The client must completely remove the information concerned at the first request. If the client fails to do so, RUUB is entitled to remove the information itself or to deny the client access to their website and to terminate the agreement.

If RUUB performs work for the client on the orders of government agencies or in connection with legal obligations, these will be charged at the current hourly rate.

RUUB cannot be involved in disputes between the client and third parties. However, the client must provide RUUB with all relevant information regarding this dispute with third party(ies).

RUUB has a best-efforts obligation with regard to server disruptions but does not guarantee error-free and unhindered service. The client has a duty to investigate to prevent disruptions.

The client is always responsible for the data that is processed on their website. RUUB is indemnified against claims by third parties with regard to data including personal data on the client's website.

If the client wishes to move a website and domain name to another provider, the export of all files, databases, email addresses, etc. must be taken into account. RUUB will therefore not automatically cooperate with the relocation of the client's website and domain name to another provider, unless this has been explicitly agreed.

The agreement for the domain name and hosting can be terminated in writing by both parties at the end of the agreed contract period, with a notice period of 30 days.

Article 3: Obligations of the client

The client will provide all cooperation in the execution of the assignment, and if applicable, keep the necessary personnel available for this purpose.

The client guarantees to RUUB the correct, complete and timely provision to RUUB of all data, choices and specifications required for the assignment in the form desired by RUUB, even if these must be obtained from third parties.

The client is responsible and liable for the obligations described in the previous paragraphs. The additional costs and fees resulting from the delay in the execution of the assignment due to the failure to make available (in a timely and/or proper manner) data, documents and personnel as described in Article 3 paragraphs 1 and 2 are for the account of the client.

Without prejudice to the obligations and responsibilities of RUUB, the client remains responsible and liable for the decisions made by them regarding the extent to which they base themselves on the advice given by RUUB, as well as for the use and implementation thereof.

Execution of the agreement requires the following cooperation from the client:

• The client communicates choices and specifications to RUUB in a timely manner.
• The client approves the website after delivery in a timely manner (within the set period of ten working days).
• If licenses from third parties are required for the construction or maintenance of the website, the client must either purchase these themselves or they will be acquired by RUUB at the client's expense. RUUB is indemnified against claims from third parties regarding the installation and maintenance of the relevant software.
• The client refrains from illegal activities or matters contrary to public order or morality on their website.

Article 4: Intellectual property rights

All intellectual property rights to all websites developed or made available in the context of a service rest exclusively with RUUB and its suppliers. The client only acquires the rights of use and powers that arise from the agreement between both parties. The client will not reproduce or modify the website or use it for a purpose other than that agreed in writing in advance.

If any intellectual property right to software is transferred from RUUB to the client, RUUB retains an unlimited and perpetual license to use the website and parts thereof in its business operations and to deliver to others.

RUUB retains at all times the right to use the knowledge gained through the execution of the agreement for the benefit of other clients, insofar as no information from the client in violation of confidentiality obligations becomes available to third parties.

The client is not permitted to remove or change any indication concerning copyrights, trademarks, trade names or other intellectual property rights from the website.

Nothing in the foregoing may be interpreted or applied in a manner that conflicts with a provision from licenses, such as open-source licenses, or third-party software that are part of the website developed by RUUB. If these licenses entail obligations for the website developed by RUUB, these obligations take precedence over the provisions in this article.

Article 5: Price and payment

Prices for websites are agreed in the quotation and are therefore determined. However, if the project takes longer than agreed and this is not due to RUUB, prices may be adjusted in the interim.

RUUB invoices 50% of the amount of the quotation prior to the execution of the assignment.

RUUB invoices management and other activities based on its hourly rate, (including costs of third parties engaged by it) and any taxes due on them. These items are charged to the client on a monthly basis, unless otherwise agreed.

RUUB invoices maintenance subscriptions, depending on the chosen subscription form, prior to the period to which the subscription relates.

Payment by the client must be made, without deduction, discount or settlement, within 14 days after the invoice date. If the client has not paid within this period, RUUB is entitled, without further notice of default and without prejudice to RUUB's other rights, to charge the client the statutory commercial interest from the due date until the day of full payment.

If the client does not (timely) meet their (payment) obligations, RUUB is entitled to disable parts of the website, suspend web hosting or postpone maintenance.

All (extra)judicial costs reasonably incurred by RUUB as a result of the client's non-compliance shall be borne by the client. These costs are set at 15% of the outstanding claim, with a minimum of € 40.

Price agreements regarding hosting and maintenance can be adjusted in the interim. RUUB will always inform the client in writing of this intended price adjustment. If the client does not agree, they have the option to dissolve the relevant contract free of charge.

In the event of unforeseen costs, RUUB is entitled to calculate these costs and charge them to the client.

Article 6: Interim termination of the assignment

In the event of interim termination of the agreement, the client is obliged to compensate all costs and damages on the part of RUUB. These damages and costs include in any case the costs incurred in connection with the agreement and the (future) work, investments made and occupancy loss.

In the case of advance payment, no refund of amounts already paid will be made in the event of interim termination of the agreement.

In the event of force majeure, including illness or temporary or permanent incapacity for work, RUUB is entitled to suspend its services, without the client being able to claim any right to compensation on that basis. RUUB is thereby entitled to transfer its work to a replacement professional designated by it. RUUB will notify the client of this.

The parties have the right to dissolve the agreement immediately in the event of bankruptcy or (provisional) suspension of payment of the other party.

The agreement ends by operation of law in the event of the death of one of the parties, unless otherwise agreed.

The parties have the right to dissolve the agreement if the other party attributably fails to fulfill a material obligation arising from the agreement and this party is in default with regard to that obligation.

RUUB retains the right to payment of invoices for work already performed and possibly still to be performed in consultation at the time of termination of the agreement. The client's payment obligation for invoices for work already performed becomes immediately and fully due at the moment of termination of the agreement.

Article 7: Liability and indemnification

RUUB is only liable if the client demonstrates that the client has suffered damage due to a material error by RUUB.

The liability is limited to an amount equal to once the amount owed to RUUB agreed by both parties in the quotation.

Furthermore, if the assignment is divided into parts, RUUB's liability is limited to the amount due for the part to which the liability relates.

If the work to which the liability relates is performed at an hourly rate, RUUB's liability is limited to five (5) times the hourly rate stated in the quotation.

RUUB is only obliged to compensate direct damage. RUUB's liability for indirect damage, including consequential damage, is excluded.

The limitations of liability mentioned in this article apply in full in the event of liability towards multiple clients. In that case, RUUB will not pay more to all clients together than the compensation applicable on the basis of the above article.

Apart from the cases mentioned in the previous articles, RUUB has no obligation to pay compensation.

Claims for compensation expire if they are not brought before the competent court within one year after their discovery.

RUUB will exercise due care when engaging third parties. RUUB is not liable for the errors and/or shortcomings of these third parties unless they work under the responsibility of RUUB.

The client indemnifies RUUB against all claims from third parties that arise from or are related to the assignment performed (or to be performed) for the client, unless these claims are the result of intent or deliberate recklessness on the part of RUUB. The indemnification also relates to all damage and (legal) costs that RUUB incurs in connection with such a claim.

Article 8: Privacy provisions

Your personal data is only used by RUUB for your registration when requesting a domain name and hosting. The data will not be made available to third parties, unless with your explicit prior requested and given consent. The privacy provisions of the SIDN (Foundation for Internet Domain Registration) apply.

Your personal information, submitted documents, image and sound material remain confidential. RUUB never provides information such as name, address, email address, telephone number, etc. to third parties without your explicit prior requested and given consent.

Article 9: Other provisions

Only Dutch law applies to the agreement.

All disputes arising from this legal relationship shall be decided exclusively by the competent court in the district where RUUB is located.

If RUUB at any time waives one or more rights to which it is entitled under these general terms and conditions, this does not create a right for the client in future agreements. In subsequent agreements, these general terms and conditions apply unabridged and in full, unless other agreements are made between the parties at that time.