General conditions of WAME B.V.

1.    Definitions

1.    Client: the natural or legal person with whom the supply agreement for products and services of WAME BV, in Enschede (subsequently called: “WAME”), is concluded.
2.    Products and services of WAME: the products and services brought to market by WAME, permitting the electronic perusal of information to be provided by the Client, and that allows for the exchange of electronic messages between users; these cover, but aren’t limited to, the creation, publication, maintenance, and leasing of websites, web-applications, and mobile apps, the leasing of a server, the promotion and implementation of a website, web-application, or mobile app, as well as all other additional and supporting products and services.
3.    Agreement: any mutual acceptance, confirmed in writing or by e-mail, of the supply of one or more products or services of WAME.
4.    Party: the Client or WAME.
5.    Parties: the Client and WAME.

2.    Applicability

1.    To the extent parties haven’t deviated from it in writing by mutual consent, the articles below are applicable to any offer, assignment, or agreement by, to, or with WAME.
2.    The applicability of the general conditions of the Client and/or third parties is herewith emphatically rejected.

3.    Offer and acceptance

1.    All offers and quotations made by WAME are non-committal, unless WAME indicates otherwise in writing or by e-mail.
2.    Offers or quotations made by WAME have a term of validity of thirty (30) days, unless otherwise specified.

4.    Commencement of the agreement

1.    An agreement becomes effective on the day that WAME receives the offer/contract form signed by the Client.
2.    Parties have the liberty to prove the adoption of the agreement by other means.
3.    Additions and modifications to the agreement can only be implemented in writing.

5.    Duration and termination

1.    WAME can terminate the agreement with immediate effect if the Client has not, not adequately, or not completely, fulfilled one or more of its obligations towards WAME, or in case it acts in violation of its obligations towards WAME.
2.    WAME has the right to terminate the agreement with immediate effect without presenting a default notice or judiciary intervention if the Client has been declared bankrupt, has requested suspension of payment, or has otherwise lost independent governance or its assets. In such case, the latter party is not entitled to any type of compensation for damages.
3.    Without prejudice to the provisions of article 14 of the present general conditions, WAME has the right to terminate the agreement with immediate effect and without judicial intervention, in case the Client:

§ makes improper use of the Internet,
§ distributes information that violates (inter)national legislation and regulations,
§ distributes information that breaches generally accepted rules and standards,
§ distributes information that discriminates on grounds of appearance, race, religion, gender, culture, or provenance, or that can otherwise be called offensive.

6.    Delivery and delivery time

In case the agreed delivery time is liable to be exceeded, this will be communicated as soon as possible. In case of force majeure on the part of WAME, the term will be extended with the period of duration of that force majeure. Excessive breach of the delivery term can be considered grounds for termination of the agreement.

7.    Force majeure

1.    In the context of the agreement, force majeure is intended as all matters considered such in legislation and jurisprudence.
2.    WAME is not bound to fulfill its obligations pursuant to the agreement if such has become impossible due to force majeure. In that case, the agreement will be rescinded.
 
8.    Prices

1.    All listed prices, as well as those agreed on, are exclusive of VAT, unless specified otherwise in writing.
2.    WAME has the right to modify the rates. Such modifications will be communicated to the Client no later than one (1) month before their effective date. The client has the right to terminate the agreement as of the effective date of the modification.

9.    Payment conditions

1.    The payment obligation of the Client will become effective on the date the agreement is adopted. Payment regards the period starting on the date the products and services of WAME are made actually available. Remunerations due following the agreement, are exclusive of VAT and of other possible levies pursuant to legal prescriptions. The client furthermore owes the compensations flowing from the present general conditions.
2.    Payment must consistently be settled within fourteen (14) days after invoice date, in the manner indicated by WAME and in the currency the invoice is drawn up in, unless WAME has indicated otherwise in writing. WAME has the right to invoice periodically.
3.    In case the Client is of the opinion that the amounts invoiced to it by WAME are incorrect, he is obligated to file his specified objection within eight (8) days after the invoice date. After such term, complaints will no longer be taken under advisement and the right of the Client to object to the magnitude or breakdown of the amount invoiced will lapse.
4.    If the Client fails to provide timely payment of an invoice, the Client will be legally in default. The client will in such case owe interest amounting to one percent (1%) a month, unless the statutory interest rate is higher, in which case the latter will be payable. Interest on the principal will be calculated from the moment the Client is in default until the moment of settlement of the entire payable sum.
5.    All legal and extra-judiciary collection costs, the fees for legal counsel, judicial officers, and collection agencies included, will be charged to the Client.

10. Liability

1.    In case WAME would prove to be liable, such liability will be limited to the matters provided for by this clause.
2.    WAME will execute its assignments to the best of its knowledge and capabilities. This commitment will be carried out on a best effort basis, unless established otherwise in writing.
3.    WAME cannot be held accountable for damage of whatever kind, resulting from WAME relying on incorrect and/or incomplete information provided by, or on behalf of, the Client.
4.    WAME is exclusively liable for direct damage.
5.    WAME can never be held accountable for indirect damage, including consequential damage, loss of profit, savings missed out on, and damage as a result of operational stagnation.
6.    In case WAME might prove to be liable for whatever type of damage, such liability will be limited to a maximum equal to the amount invoiced for the order, or at least to that part of the order that the liability pertains to.
7.    The client safeguards WAME from all claims for compensation of damages that third parties may assert regarding damage that has somehow occurred due to the unwarranted, or careless, use of the products and services provided by WAME to the Client.
8.    The limitations to liability stipulated in the present article are not valid if the damage is caused by the intent or gross negligence of WAME or of its supervising staff.
9.    If, for the completion of certain operations or for the supply of certain matters, a term is established, it will never be a fatal time limit. In case a term is exceeded, the Client must, therefore, give WAME written notice of default. WAME must, in such case, be offered a reasonable term within which to implement the agreement still.
10.    In order to carry out the assignment well, and as much according to plan as is possible, the Client will provide all data WAME needs in time.
11.    All matters provided by WAME within the framework of the agreement will remain the property of WAME until the Client has adequately and clearly fulfilled all obligations pursuant to the agreement concluded with WAME.
12.    Due to the great variety in operating systems, browsers, and hardware configurations, WAME cannot guarantee that the products and services provided by WAME to the Client can function without failure on any platform.
13.    WAME is not responsible or liable for the contents of the promotional material, text, images, or other material provided by the Client to be published by WAME on behalf of the Client.
14.    The client is liable for all damage that WAME may suffer as a consequence of shortcomings that are attributable to the Client in his fulfillment of the obligations that flow from the agreement and the present conditions.
15.    Modifications to the data of the Client must be immediately communicated to WAME in writing. In case the Client fails to do so, the Client will be accountable for any possible damage that WAME could suffer as a consequence.
 
11.    Transfer of rights and obligations

Parties are not entitled to transfer the rights or obligations pursuant to an agreement to third parties without the previous written approval of the counterparty.

12.    Decommissioning

1.    WAME has the right to demand of its clients to (temporarily) decommission the products and services it has supplied, and/or to limit their use, in case the Client fails to fulfill an obligation in the context of the agreement, or if they act in violation of these general conditions. WAME will inform the Client of this in advance, unless such cannot be reasonably required from WAME. The obligation to pay the amounts due will continue to be effective, also during decommissioning.
2.    Things will be put into service again if the Client has fulfilled his obligations within a timeframe set by WAME, and has paid an established sum for the purpose of reactivating service.

13. Complaints

1.    Regarding visible defects, the Client must file complaint within eight (8) days following delivery in writing, while failure to do so will render void any claim on WAME.
2.    Complaints regarding invisible defects must be filed in writing by way of registered mail within eight (8) days after identifying the defect, after the defect could have been identified, or after it should have been identified. Failure to do so will render void any claim on WAME.
3.    In case complaints are founded, the delivered products or services will, after consultation, be modified, replaced, or compensated for.
4.    Complaints do not suspend the obligations of the Client.

14.  Modification of the conditions

1.    WAME reserves itself the right to modify or supplement these conditions.
2.    Modifications are also applicable to agreements already entered into, following a notification term of thirty (30) days after written announcement of the modification before becoming effective.

15.    Intellectual property
 
1.    WAME reserves itself the rights and competencies it is entitled to on the grounds of legislation on copyright, or the Netherlands ‘Auteurswet’.
2.    All documents provided by WAME, such as reports, advice, designs, sketches, drawings, software etc. are only intended to be used by the Client, and may not be replicated, published, or brought to the cognizance of third parties, without the previous permission of WAME.
3.    WAME also retains the right to apply the additional knowledge following the carrying out of the activities for other purposes, to the extent this does not cause the disclosure of confidential information on the Client to third parties.

16.  Complaints arrangement and applicable law

1.    If a judicial decision declares one or more of the articles of the present conditions to be invalid, the other provisions of these general conditions will remain fully in force, and the Client and WAME will engage in consultations with the purpose of agreeing on new provisions that will substitute those that are invalid, or that have been declared void, observing as much as possible the aim and substance of the provisions that are invalid or that have been declared void.
2.    Exclusively law of the Netherlands is applicable to the agreement.
3.    Disputes regarding the agreements with WAME will only be brought before the competent court in the district of Almelo.