Terms and Conditions
1. Definitions
1.1 WP Agency: the user of these terms and conditions.
1.2 Client: the individual or legal entity with whom WP Agency enters into an agreement for the provision of services.
1.3 Website: a presentation made in the name of the client for use on the internet. This consists of a collection of digital internet pages including any associated digital documents, images, scripts and databases.
2. Applicability
2.1 By signing an agreement with WP Agency, the client declares that they have taken note of these terms and conditions and that they agree to them.
2.2 Unless otherwise agreed in writing between the parties, the articles below apply to every offer, assignment or agreement from or with WP Agency.
3. Quotations
3.1 All quotations and price estimates by WP Agency are entirely without obligation.
3.2 WP Agency is only bound by quotations if acceptance thereof is confirmed in writing by the client within 14 days.
4. Commencement of the agreement
4.1 An agreement is established on the day that the following conditions have been met:
- The signed order confirmation has been received by WP Agency;
- The advance payment of 50% of the agreed invoice amount has been received.
The conditions in article 4 may be deviated from when the client is already known to the contractor.
5. Execution of the agreement
5.1 WP Agency shall execute the agreement to the best of its knowledge and ability. If and insofar as proper execution of the agreement requires it, WP Agency has the right to have certain work carried out by third parties.
5.2 The client shall ensure that all data which WP Agency indicates are necessary are provided.
5.3 WP Agency is not liable for damage of any kind caused by WP Agency having relied on incorrect and/or incomplete data provided by the client, unless such incorrectness or incompleteness should have been known to WP Agency.
6. Delivery and delivery time
6.1 Design and development of the website shall commence as soon as possible after written instruction and delivery of required materials.
6.2 Interim results shall be placed by WP Agency on a temporary internet location for testing purposes.
6.3 If there is a risk of exceeding the agreed delivery time, this shall be communicated as soon as possible. In the event of force majeure on the part of WP Agency, the term shall be extended by the period of such force majeure. Excessive exceeding of the delivery time may be regarded as grounds for dissolution of the agreement.
6.4 WP Agency is not liable for non-functioning features caused by, for example, incorrect settings at the client’s hosting provider, while these features do function properly on the test domain, and these defects are therefore caused by the incorrect settings and not by incorrect programming by WP Agency of the relevant feature or plugin.
6.5 Delivery of a website shall take place as soon as possible after completion of the development of the website.
7. Copyright
7.1 All material produced by WP Agency may not be modified or incorporated into other websites or products without the express written consent of WP Agency, other than those for which it was originally intended.
7.2 Ownership of ideas, concepts or (draft) designs provided by WP Agency remains fully with WP Agency, unless expressly agreed otherwise in writing. In the latter case, WP Agency may charge a fee for this. In the event of proven infringement of said ownership, WP Agency is entitled to charge a self-determined but reasonable fee.
7.3 WP Agency reserves the right to use the knowledge gained through the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.
8. Liability
8.1 Insofar as WP Agency is dependent on the cooperation, services and deliveries of third parties over which it has little or no influence, WP Agency cannot in any way be held liable for any damage arising from these relationships with WP Agency or the termination thereof, regardless of whether such damage arises or becomes apparent during the relationship with WP Agency.
8.2 WP Agency is not responsible or liable for the content of the material supplied by the client. The client must ensure that material supplied by the client, such as texts and images, is free from third-party copyright.
8.3 In the event of an attributable shortcoming in the performance of the agreement, WP Agency is only liable for replacement compensation up to the invoice amount. Any liability of WP Agency for any other form of damage is excluded, including compensation for indirect damage, consequential damage or damage due to lost turnover or profit.
9. Complaints
9.1 The client has 14 days after delivery to report clearly described defects in the delivered products to WP Agency. If the complaint is justified, WP Agency shall endeavour to remedy these defects. If no defects are reported to WP Agency within the said period, all right to complain shall lapse. Incorrect information provided by the client that leads to defects in the delivered product is expressly not understood to be “defects”.
9.2 Complaints do not give the client the right to suspend or offset payments.
10. Prices
10.1 All quoted prices are exclusive of VAT, unless explicitly stated otherwise.
10.2 Additional wishes of the client that have not been agreed in advance will result in additional work, for which WP Agency must be compensated proportionally.
11. Payment
11.1 After signing the order confirmation, this acquires the status of a contract. From that moment an agreement has been concluded between the client and WP Agency and the client is obliged to remunerate WP Agency’s work as agreed.
11.2 The client must pay 50% of the gross total amount of the quotation as an advance payment.
11.2.1 The advance payment can only be reclaimed by the client if WP Agency has not delivered the desired services or has not delivered them in accordance with the specifications in the quotation. The test domain on which the website is initially prepared is leading. When the website has been delivered on the test domain according to the specifications and works according to the wishes and requirements of the client, and WP Agency cannot subsequently deliver the website because the client withdraws or makes unreasonable demands whereby the website cannot be delivered by WP Agency, the client cannot reclaim the advance payment.
11.3 After completion of the assignment and after the website has been delivered on the test domain according to the specifications and functions properly, WP Agency shall send an invoice for the amount involved in the agreement, reduced by the advance payment already made. The client must pay the amount owed within thirty days of sending the invoice. After the remaining payment has been made by the client, the website will be transferred by WP Agency to the client’s hosting domain.
11.4 If the client has exceeded the payment term, WP Agency shall send a payment reminder. The costs of a reminder, amounting to a net EUR 7.50, shall be charged to the client. If the client has still not met their obligations within fourteen days, the client shall owe the statutory interest plus extrajudicial collection costs on the outstanding invoice amount from this moment, calculated according to the (graduated) collection tariff recommended by the Netherlands Bar Association.
12. Amendment of terms and conditions
12.1 WP Agency has the right to amend or supplement these terms and conditions.
12.2 Amendments also apply to already concluded agreements, subject to a period of thirty days after written notification of the amendment.
12.3 If the client does not agree with the amended terms and conditions, they are entitled to dissolve the agreement with effect from the amendment date of the terms and conditions or within fourteen days of the receipt date of the amendment of the terms and conditions if this receipt date is after the effective date of the amendment.
13. Miscellaneous
13.1 WP Agency shall not provide personal data of the client to third parties unless there is a legal obligation to do so. This also applies to any confidential information provided for the purpose of executing an agreement.
13.2 When WP Agency mediates in web hosting for a client, the client is bound by the conditions set by that web host. WP Agency is furthermore not responsible for any non-performance by the web host in question.
13.3 When necessary, changes to an agreement may be implemented after written confirmation from both parties. This may change the agreed delivery date. WP Agency shall inform the client as soon as possible of the new delivery date and any financial consequences.
13.4 WP Agency is free to refer to the delivered end products as a reference for promotional purposes, unless expressly agreed otherwise. Furthermore, WP Agency reserves the right to a modest credit mention with hyperlink in the website delivered to the client.
14. Dispute resolution and applicable law
14.1 The agreement is exclusively governed by the laws of the Netherlands.
WP Agency
