General terms and conditions WP Masters B.V.

Article 1. Definitions

Supplier: WP Masters, located at Rigakade 10, 1013BC in Amsterdam and registered with the Chamber of Commerce under file number 62185160.
Client: The natural or legal person who has entered into an Agreement with the Supplier or to whom the Supplier has made an offer or proposal.
General Terms and Conditions: This document.
Products and services of WP Masters: The products and services operated by WP Masters, through which information provided by the Client can be accessed electronically and where electronic messages can be exchanged between users; this includes, but is not limited to, the production, placement, and rental of websites, domain rental and registration, website promotion, and all other supplementary and supporting products and services.
Agreement: Any mutual acceptance, confirmed in writing or by electronic email between Supplier and Client.
Website: The website of the Supplier, accessible via www.wpmasters.nl.

Article 2. Applicability

Unless agreed otherwise in writing between the parties, the following articles apply to every offer, order, or agreement with the Supplier.
The general terms and conditions of the Client or third parties are not binding or applicable to the Supplier and are expressly rejected.
The general terms and conditions of ICT~Office apply to the products and services of the Supplier.

Article 3. Offer, Proposal, and Acceptance

The Client is responsible for the accuracy of their information when placing an order. During the term of the Agreement, it is also the responsibility of the Client to keep company and contact details up to date.
If the information provided by the Client is found to be incorrect, the Supplier has the right to adjust the prices accordingly.
The Agreement begins when the Client has been informed of the Supplier’s acceptance.

Article 4. Commencement of the Agreement

An agreement is formed on the day when the following conditions are met: the offer or order confirmation is filled out and signed, or agreed electronically by the Client, received, and accepted by the Supplier.

Article 5. Delivery and Delivery Time

The placement of a blog or website occurs as soon as possible after the written order and submission of data, or at a later agreed time.
Delivery times specified by the Supplier are, unless explicitly stated as a final deadline, always indicative. The Supplier is considered in default only after the Client has sent a written notice of default, even if a final deadline was agreed.
Exceeding agreed delivery times for any reason does not entitle the Client to compensation unless otherwise agreed in writing.
If the agreed delivery time is at risk of being exceeded, the Supplier will inform the Client as soon as possible. In case of force majeure, the delivery time will be extended by the duration of that force majeure.
For domain requests and registrations, a processing time of a few days should be considered.
If and insofar as the proper execution of the Service requires it, the Supplier has the right to have certain tasks performed by third parties.
If applicable, the Supplier will provide the Client with an administrative username and password. With these details, the Client gains access to an administrative account and management tool, allowing the Client to manage the delivery of the Service and manage user accounts within the limits of the Agreement. The Client will pay all fees resulting from the use of the Service with administrative username and password.
Any action performed using the administrative account or a user account is considered to be the responsibility and risk of the Client. In the case of suspected misuse of an account, the Client must inform the Supplier as soon as possible so that measures can be taken.
If the service includes a Management & Support subscription, the Additional Terms for Management & Support apply, which can be viewed at: https://wpmasters.nl/aanvullende-voorwaarden-support-en-beheer/.

Article 6. Prices

All prices on the Website, offers, brochures, and other documentation of the Supplier are subject to programming and typographical errors. The Supplier is not liable for the consequences of such errors.
If the Agreement is a continuous agreement, the Supplier is entitled to increase the rates at any time. The Supplier will notify the Client of price changes at least two months in advance, via the Website, in writing, or by email. The Client has the right to terminate the Agreement in the event of a price increase, with a notice period of one month.
All costs arising from the Agreement for the Supplier are the responsibility of the Client, provided these are attributable to the Client.

Article 7. Payment Terms

The Supplier will send an invoice to the Client for the amounts owed. The payment term for an invoice is 15 days from the date of the invoice unless otherwise indicated on the invoice or agreed upon in the Agreement.
The Supplier is allowed to send invoices electronically. After 15 days from the payment term of an invoice, the Client who does not pay on time is in default without further notice being required. If the amount due is not paid within the payment term, the statutory interest on the outstanding amount is owed without further notice from the Supplier.
In case of late payment, the Client is also liable for the full reimbursement of both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs, and collection agencies.
The claim for payment becomes immediately due if the Client is declared bankrupt, requests a suspension of payments, or when a general lien is placed on the Client’s assets, the Client dies, or the Client is liquidated or dissolved.
In the above cases, the Supplier has the right to terminate or suspend the execution of the Agreement or any part of it, without the Client being entitled to compensation for any damages arising from this.
The amounts due are, depending on the term for which the Agreement is concluded, invoiced in advance and must be paid per quarter or year.
If the Client believes that the charged costs are incorrect, they can inform the Supplier of the objections within two weeks after the date of the invoice. After receiving the objection, the Supplier will investigate the accuracy of the invoice amount.

Article 8. Liability

The Supplier’s liability for direct damage suffered by the Client as a result of an attributable failure by the Supplier to fulfill its obligations under this Agreement, including any failure to comply with an agreed guarantee obligation with the Client or unlawful acts by the Supplier, its employees, or third parties engaged by it, is limited per event or a series of connected events to an amount equal to the fees owed by the Client under this Agreement for the year in question (excluding VAT). In no case will the total compensation for damages exceed EUR 1,500 (excluding VAT).
Liability of the Supplier for indirect damages, including consequential damages, lost profits, missed savings, loss of (business) data, and damage caused by business stagnation, is excluded.
Outside the cases mentioned in Article 8, paragraph 1, the Supplier has no liability for compensation, regardless of the basis on which a claim for damages might be made.
The Supplier is never liable for damage caused by force majeure.
The condition for the creation of any right to compensation is that the Client reports the damage to the Supplier in writing and by registered mail within 30 days after the occurrence of the damage.
Due to the large number of network nodes with human intervention on the Internet, local networks, and wireless communication, the Client must consider the fact that information obtained or transmitted via the Internet is freely accessible. The Supplier cannot be held liable for any damage caused by sending confidential or secret information. The Supplier is not liable for security or misuse of data stored by third parties.

Article 9. Hosting and Related Services

If the Service involves the storage or transmission of materials provided by the Client to third parties, such as in the case of web hosting or email services, the terms of this article also apply.
The Client will not publish or offer information via the Supplier that violates Dutch law. This includes but is not limited to information offered without the permission of the copyright holder(s), defamatory, threatening, insulting, racist, inciting hatred or discriminatory information, child pornography, and information that violates the privacy of others or constitutes stalking, as well as hyperlinks, torrents, or other references to such information on third-party sites anywhere in the world (even if the information is legal in the relevant jurisdiction).
The Supplier has a complaints procedure that allows third parties (“complainants”) to file complaints regarding such violations. If a complaint is deemed justified by the Supplier, the Supplier is entitled to remove or make the material inaccessible. In such cases, the Supplier is also entitled to provide the Client’s personal data to the complainant or to the competent authorities. The Supplier will inform the Client about the progress of this procedure.
If criminal information is involved, the Supplier is entitled to report this to the authorities. The Supplier can hand over all relevant information about the Client and the information to the competent authorities and take any actions requested by them in the context of the investigation. In the case of repeated complaints about the information offered by the Client, the Supplier is entitled to terminate or dissolve the Agreement.
The Client indemnifies the Supplier against all damages arising from the above. The Supplier is not liable for any damages suffered by the Client due to Supplier’s intervention under the complaints procedure.
The Client refrains from obstructing or damaging other Clients or internet users’ servers. It is forbidden for the Client to launch processes or programs, whether via the server or not, which the Client knows or reasonably suspects may interfere with or damage the Supplier, other Clients, or internet users. The Supplier will notify the Client of any measures.
The Client will adhere to generally accepted internet conduct rules as specified in RFC1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and future modifications thereof.
Without the Supplier’s permission, it is forbidden for the Client to transfer the provided username(s) and password(s) to third parties.
The Client is not allowed to resell or lease the Service unless agreed otherwise.
Data traffic is defined as all network traffic generated by the Client, both incoming and outgoing. Incoming and outgoing traffic are added together for data traffic calculations.
The Supplier sets a maximum on the amount of storage space and data traffic that the Client may use within the scope of the Service. The maximum can always be found on the Supplier’s Website. If the maximum data traffic is exceeded, the Supplier will close the web hosting account. No liability exists for the inability to send, receive, store, or modify data if the agreed limit for storage space or data traffic is reached.
Data traffic cannot be carried over to the next month or equipment.
The Client can choose to increase the maximum amount of data traffic for an additional fee. The data traffic extension can apply until the end of the month or for the remainder of the Service’s duration. The choice is up to the Client.
The Client grants the Supplier an unlimited license to distribute, store, forward, or copy any materials distributed by the Client via the Supplier’s systems in any manner deemed appropriate by the Supplier, but only to the extent reasonably necessary for the performance of the Agreement.
In addition to statutory obligations, damages caused by negligence or failure to act in accordance with the above are the responsibility of the Client.

Article 10. Domain Names and IP Addresses

If the Service includes assisting the Client in obtaining a domain name or IP address, the terms in this article apply.
Request, assignment, and possible use of a domain name or IP address are subject to the rules and procedures of the respective registration bodies, including Stichting Internet Domeinregistratie Nederland and RIPE. The relevant body decides on the allocation of a domain name or IP address. The Supplier acts as an intermediary and does not guarantee that a request will be honored.
The Client can only learn about the registration of the requested domain name from the confirmation letter from the Supplier, which mentions that the domain name has been registered unless otherwise indicated. An invoice for registration fees is not a confirmation of registration.
The Client indemnifies and holds the Supplier harmless for all damages related to (the use of) a domain name on behalf of or by the Client.
The Client’s request for the Supplier to transfer a domain name implies that the Client is the owner of that domain name. The Client indemnifies the Supplier for any claims related to the domain name, even when requesting the transfer.
If the Client is not the owner of the domain name they requested the Supplier to transfer, the Client is automatically liable for a flat fee of €5,000 without any prior notice of default.
The Supplier is not liable for the Client losing their rights to a domain name or IP address, or for the fact that the domain name or IP address is requested or obtained by a third party, except in cases of intent or gross negligence by the Supplier.
The Client must comply with the rules set by the registration bodies for the application, assignment, or use of a domain name or IP address.
The Supplier has the right to make the domain name inaccessible or unusable, or to register it under its own name if the Client demonstrably fails to fulfill the Agreement. This will be done for the duration of the Client’s failure, and only after a reasonable period has been allowed for compliance, as set in a written notice of default.
In case of termination of the Agreement due to the Client’s default, the Supplier is entitled to terminate the domain name and/or IP address with a notice period of one month.

Article 11. Availability of the Service

The Supplier will make efforts to ensure uninterrupted availability of its systems and networks and to ensure access to data stored by the Supplier, but does not offer guarantees unless otherwise agreed upon in the offer through a Service Level Agreement (SLA). Unless otherwise specified in such an SLA, the availability terms in this article apply.
The Supplier will make efforts to keep the software used by it up-to-date, but is dependent on its suppliers. The Supplier is entitled to refrain from installing certain updates or patches if it believes this does not benefit the correct delivery of the Service.
The Supplier will make efforts to ensure that the Client can use networks directly or indirectly connected to the Supplier’s network. However, the Supplier cannot guarantee that these networks (of third parties) will be available at any given time.
If, in the Supplier’s opinion, there is a risk to the functioning of its systems or networks, including excessive email or data transmission, insecure systems, or activities from viruses, trojans, or similar software, the Supplier is entitled to take all necessary actions to prevent or mitigate this risk.
The Supplier does not provide backups to the Client unless the Client has taken out an additional SLA for this. It is therefore the Client’s responsibility to make backups of data stored by the Supplier. The Supplier only creates backups for continuity purposes. This is a non-binding service, and no guarantees are given for it, nor is the Supplier liable for it.

Article 12. Failures and Force Majeure

The Supplier has the right to temporarily disable its systems, including the Website, for maintenance, modification, or improvement. The Supplier will try to perform such disablement outside office hours and will strive to inform the Client of the planned disablement in a timely manner. However, the Supplier is never liable for damages caused by such disablement.
The Supplier will strive to inform the Client about the nature and expected duration of the interruption in case of the unavailability of the Service due to failures, maintenance, or other causes.
In case of force majeure, including but not limited to failures or outages of the internet, telecommunication infrastructure, synfloods, network attacks, DoS or DDoS attacks, power outages, domestic unrest, mobilization, war, transport disruptions, strikes, exclusion, business interruptions, supply disruptions, fire, flood, export/import restrictions, and when the Supplier cannot deliver due to its suppliers, the execution of the Agreement will be suspended, or the Agreement will be terminated if the force majeure lasts more than ninety days, without any obligation to compensate damages.

Article 13. Intellectual Property Rights

All intellectual property rights to materials, software, analyses, designs, documentation, advice, reports, offers, and preparatory materials developed or made available under the Service belong to the Client, Supplier, and external licensors.
The Client obtains the usage rights and powers resulting from the Agreement or those granted in writing, and for the rest, the Client will not reproduce or disclose the software or other materials.

Article 14. Confidentiality

Both parties will treat any information exchanged during or after the execution of the Agreement confidentially if it is marked as confidential or if the receiving party knows or reasonably should know that it is intended to be confidential. This obligation is also imposed on their employees and third parties involved in the execution of the Agreement.
The Supplier will not access data stored and/or distributed by the Client via the Supplier’s systems unless necessary for the proper execution of the Agreement or unless required by law or a court order. In such cases, the Supplier will make efforts to limit the access to data as much as possible.

Article 15. Personal Data Processing

The Client has obligations under data protection legislation (such as the Dutch Data Protection Act), such as providing information, granting access, and correcting or deleting personal data of individuals.
The Client guarantees to the Supplier that the processing of personal data is lawful and does not infringe the rights of third parties. The Client indemnifies the Supplier against any claims from third parties related to the processing of personal data.

Article 16. Changes to General Terms and Conditions

The Supplier reserves the right to modify or supplement these General Terms and Conditions at any time.
Changes apply to existing Agreements with a notice period of 30 days after the change is announced on the Supplier’s Website or by electronic communication. Minor changes can be implemented at any time.
If the Client does not accept the changes in these General Terms and Conditions, they can terminate the Agreement before the new terms come into effect.

Article 17. Final Provisions

This Agreement is governed by Dutch law.
Any disputes arising from this Agreement will be submitted to the competent court in Amsterdam.
If any provision of this Agreement is invalid, the validity of the entire Agreement is not affected. The parties will replace the invalid provision with a new provision that, to the extent legally possible, reflects the original intention of the Agreement and these General Terms and Conditions.
“Written” includes email as long as the identity and integrity of the email are sufficiently established.