Site.nu

Version 20.V4

Terms and conditions

Terms and conditions of Loyall B.V. for services including Site.nu.

This English text is a translation of the Dutch source terms. If interpretations differ, the Dutch version applies.

Article 1. Definitions

  1. Loyall is established in Amsterdam and registered with the Chamber of Commerce under file number 000048494496 with the trade names Loyall B.V., Site.nu, Wilde Amsterdam and SendtoDeliver.
  2. Client: the natural person or legal entity that has entered into an Agreement with Loyall or to whom Loyall has issued an offer for that purpose.
  3. General Terms and Conditions: this document.
  4. Service: the specific service agreed between Loyall and the Client, as stated in the Agreement, offer or other written agreement.
  5. Agreement: the agreement between Loyall and the Client under which Loyall will perform the Service.
  6. Website: www.loyall.co / www.site.nu / www.wilde.amsterdam / www.v.nl.
  7. Domain name supplier: an issuing authority or registrar that supplies domain names under one or more specific domain extensions for Loyall on behalf of the Client.
  8. Issuing authority: an organization listed by IANA as Sponsoring Organisation for one or more specific extensions and authorized as such to register domain names with those extensions. For all domain names with the assigned extension(s), the issuing authority manages the central database and zone through which domain names can be used.
  9. Registrar: an organization that has permission from an issuing authority to register or change domain names directly in the central database.
  10. Extension: the suffix of a domain name after the first dot, such as ".nu" in Site.nu.
  11. Domain name holder: the holder of a domain name according to the issuing authority.
  12. Version updates / major updates: updates in which a plugin, theme or system changes version. This is generally referred to as version 1.1.1 to version 2.1.1.
  13. Version update / upgrades / major updates: updates in which a plugin, theme or system changes version. This is generally referred to as version 1.1.1 to version 2.1.1.
  14. Base updates / minor updates: updates involving changes where a plugin, theme or system keeps the same version line but makes an important change. This is generally referred to as an update from version 1.1.1 to version 1.2.1.
  15. Bugfixes / patches: updates or changes where a plugin, theme or system keeps the same version, makes no major changes and makes a small change to resolve, for example, a security vulnerability or application error. This is generally referred to as an update from version 1.1.1 to version 1.1.2.

Article 2. Offer, proposal and acceptance

  1. Loyall will prepare an offer or other written agreement stating what is included in the Service and what amount will be due upon acceptance. Only the description of the Service stated in an offer is binding. The Client may also use the electronic ordering process on the Website to purchase the Service. The Website also states the amount due and the Service description stated on the Website is binding.
  2. An offer is non-binding and valid until 30 days after dispatch by Loyall, unless otherwise stated in the offer.
  3. If information provided by the Client proves incorrect, Loyall has the right to adjust the prices accordingly.
  4. These General Terms and Conditions apply to the Agreement at all times, unless expressly agreed otherwise in writing. In addition to the General Terms and Conditions, additional terms may apply to specific products and/or services. Loyall makes these terms available before or during conclusion of the Agreement, in principle by means of a direct hyperlink.
  5. Provisions or terms set by the Client that deviate from, or do not appear in, these General Terms and Conditions are binding on Loyall only if and insofar as Loyall has expressly accepted them in writing.
  6. After acceptance, the Agreement may be changed only by mutual consent.
  7. The Agreement starts from the moment Loyall receives the Client's notice of acceptance.

Article 3. Performance of the Service

  1. After the Agreement has been concluded, Loyall will perform the Service as soon as possible in accordance with the offer.
  2. Unless otherwise agreed in writing, Loyall guarantees that the Service will be performed to the best of its ability with sufficient care and professional skill.
  3. If and insofar as proper performance of the Service requires it, Loyall has the right to have certain work performed by third parties. Any related additional costs are for the Client's account, unless otherwise agreed.
  4. The Client must do and refrain from doing everything reasonably necessary and desirable to enable timely and proper performance of the Service. In particular, the Client ensures that all information Loyall indicates is necessary, or that the Client should reasonably understand is necessary for performance of the Service, is provided to Loyall on time.
  5. Loyall may not independently make changes to material supplied by the Client without the Client's prior consent, except for changes Loyall considers necessary for proper performance of the Service and that do not alter the essential content of the material.
  6. If this is part of the Service, Loyall will provide the Client with an administrative username and password. With these details, the Client has access to an administrative account and management tool through which the Client can manage delivery of the Service and manage accounts for individual users, including the options and restrictions for those users, within the limits stated in the Agreement.
  7. Every action performed through the administrative account or an individual user account is deemed to take place under the Client's responsibility and risk. Loyall cannot be held liable for this. If misuse of an account is suspected, the Client must notify Loyall as soon as possible so Loyall can take measures.
  8. Delivery periods stated by Loyall are indicative unless expressly stated in writing to be final deadlines. Even if a final deadline has been agreed, Loyall is in default only after the Client has given written notice of default.
  9. Exceeding agreed delivery times for any reason gives no right to compensation, unless otherwise agreed in writing.
  10. Loyall has the right to temporarily take delivered products and services out of use, restrict their use, or not deliver them or deliver them only in limited form if the Client fails to meet an obligation under the Agreement or acts contrary to these terms.

Article 4. Prices

  1. All prices exclude VAT and other government-imposed levies, unless stated otherwise.
  2. All prices on the website, offers, agreements, folders and other Loyall documentation are subject to programming and typing errors. No liability is accepted for the consequences of such errors.
  3. If the Agreement is a continuing performance agreement, Loyall is entitled to increase the rates used at any time. Loyall will notify the Client of rate changes at least two (2) months in advance via website or e-mail. In the event of a price increase, the Client has the right to terminate the Agreement with a notice period of one (1) month.
  4. Without a right of termination for a Client that is a business, Loyall has the right to increase all prices agreed with the Client by 4% every year on 1 January.
  5. All costs arising from the Agreement for Loyall are for the Client's account, unless otherwise agreed.

Article 5. Hosting and related services

  1. If the Service partly or wholly concerns storage and/or transmission of material supplied by the Client to third parties, such as web hosting or e-mail services, this article also applies.
  2. The Client will not publish or offer information through Loyall's servers that conflicts with Dutch law. This includes, in particular but not exclusively, information offered without permission from the copyright holder(s), defamatory, threatening, insulting, racist, hateful or discriminatory information, information containing child pornography, information that violates third-party privacy or constitutes stalking, and hyperlinks, torrents or other references to such information on third-party websites anywhere in the world, even if the information is legal in the relevant jurisdiction.
  3. Loyall maintains a complaints procedure through which third parties may submit a complaint that, in their opinion, such a violation exists. If Loyall considers a complaint justified, Loyall is entitled to remove or disable access to the material. In that case Loyall is also entitled to provide the Client's personal data to a reporter or competent authorities. Loyall will inform the Client about the course of the procedure.
  4. If information may be criminal, Loyall is entitled to report it. Loyall may provide all relevant information about the Client and the information to the competent authorities and perform all other actions requested by those authorities in the context of the investigation.
  5. In the event of repeated justified complaints about information offered by the Client, Loyall is entitled to dissolve and/or terminate the Agreement.
  6. The Client indemnifies Loyall against all damage resulting from the above. Loyall is not liable for any damage the Client suffers as a result of intervention by Loyall under the complaints procedure, even if the complaint later proves unjustified and the information does not conflict with Dutch law.
  7. The Client will not hinder or damage other clients or internet users or Loyall's servers. The Client may not start processes or programs, whether through the server or otherwise, where the Client knows or can reasonably suspect that this hinders or damages Loyall, other clients or internet users. Loyall will inform the Client of any measures.
  8. Related to the service is maintenance of the application hosted by Loyall. Loyall will, at all times where applicable automatically, and in any event quarterly, provide security updates/patches, and only in consultation provide minor updates and version updates (major updates). Version updates (major updates) and minor updates always fall outside the agreed service. Deviations from this provision are valid only when recorded in writing.
  9. Without Loyall's consent, the Client may not transfer the username or usernames and password or passwords provided by Loyall to third parties.
  10. Loyall may set a maximum amount of storage space or data traffic per month that the Client may use under the Service. If this maximum is exceeded, Loyall may charge an additional amount in accordance with the amounts for extra data traffic stated on the Website. No liability exists for consequences of being unable to send, receive, store or change data if an agreed limit for storage space or data traffic has been reached.
  11. The Client grants Loyall an unlimited license to distribute, store, transmit or copy all materials distributed by the Client through Loyall's systems in any manner Site.nu considers suitable, but only insofar as reasonably necessary for Loyall's performance of the Agreement.
  12. In addition to statutory obligations, damage arising from lack of expertise or failure to act in accordance with the above points is for the Client's account.

Article 6. Domain names and IP addresses

  1. If the Service partly or wholly involves Loyall mediating for the Client in obtaining a domain name and/or IP address, this article also applies.
  2. Application for, allocation and possible use of a domain name and/or IP address depend on and are subject to the applicable rules and procedures of the relevant domain name suppliers, including Stichting Internet Domeinregistratie Nederland and RIPE. The relevant authority decides on allocation of a domain name and/or IP address. Loyall acts only as an intermediary in the application and gives no guarantee that an application will be granted.
  3. The Client can learn that the requested domain name has been registered only from Loyall's confirmation by e-mail stating that the domain name has been registered. An invoice for registration costs is not confirmation of registration.
  4. The Client indemnifies and holds Loyall harmless against all damage connected with the use of a domain name on behalf of or by the Client.
  5. Loyall is not liable for the Client losing rights to a domain name or for a domain name being applied for and/or obtained by a third party in the meantime, except in case of intent or gross negligence by Loyall.
  6. If Loyall registers a domain name in its own name on behalf of the Client, Loyall will cooperate with Client requests to move, transfer or cancel that domain name.
  7. The domain name holder and the Client are deemed to be the same legal or natural person. If the Client and domain name holder are different legal or natural persons, this paragraph applies unless the domain name holder is Loyall or a local contact person of Loyall on behalf of the Client: I. The Client must inform the domain name holder about article 6, paragraph 8, and ensure compliance with it, as applicable to the Client; II. The Client remains responsible for compliance with all other provisions of the Agreement.
  8. The Client must comply with all registration conditions, provisions and dispute regulations imposed by domain name suppliers for application, allocation or use of a domain name and/or IP address. The Client is referred to the domain name conditions that apply to the relevant extension on an overview page. The domain name conditions form part of the Agreement.
  9. Loyall has the right to make the domain name and/or IP address inaccessible or unusable, or to place it in its own name or have it placed in its own name, if the Client demonstrably defaults in performance of the Agreement, but only for the duration of the default and only after expiry of a reasonable period for performance set in a written notice of default.
  10. In the event of dissolution of the Agreement due to the Client's breach, Loyall is entitled to cancel the domain name and/or IP address.
  11. The Client acknowledges Loyall's privacy statement and agrees to processing of personal data for domain names as described in the privacy statement.
  12. If WHOIS data has been shielded or hidden at the Client's request, this does not mean Loyall can no longer provide name and address data to competent authorities. If Loyall is legally required to provide data to competent authorities, Loyall will comply with that obligation at all times.

Article 7. Availability and security of the Service

  1. Loyall will use efforts to provide uninterrupted availability of its systems and networks and access to data stored by Loyall, but gives no guarantees unless otherwise agreed in the offer, agreement or electronic ordering procedure.
  2. Loyall will use efforts to keep backup copies for at least two weeks at all times and make them available to the Client. Loyall gives no guarantees unless otherwise agreed in the offer, agreement or electronic ordering procedure.
  3. Loyall will use efforts to keep the software it uses up to date. Loyall depends on its supplier(s) in this regard. Loyall is entitled not to install certain updates or patches if, in its opinion, this would not benefit correct delivery of the Service. Loyall gives no guarantees for interrupted availability or other implications, including security vulnerabilities, caused by not installing certain updates or patches.
  4. Loyall will use efforts to continue using software and plugins supplied by third parties. Loyall is not liable if functioning is prevented by version updates, base updates or patches.
  5. Loyall will use efforts to ensure the Client can use networks directly or indirectly connected to Loyall's network, but cannot guarantee that those networks are available at any time.
  6. If Loyall believes a danger arises for the functioning of the computer systems or network of Loyall or third parties and/or for service provision via a network, in particular due to excessive sending of e-mail or other data, outdated systems, poorly secured systems or activity by viruses, Trojans and similar software, Loyall is entitled to take all measures it reasonably considers necessary to avert or prevent that danger.
  7. Unless otherwise agreed in the offer, agreement or electronic ordering procedure, version updates fall outside the service.
  8. Unless otherwise agreed in the offer, agreement or electronic ordering procedure, base updates fall within normal work. Any complications that arise are for the Client's account.
  9. Unless otherwise agreed in the offer, agreement or electronic ordering procedure, patches fall within normal work. Complications that arise will, if necessary without consultation, be resolved by Loyall.

Article 8. Liability

  1. Loyall's liability for direct damage suffered by the Client as a result of an attributable failure by Loyall to perform its obligations under this Agreement, or as a result of unlawful acts by Loyall, its employees or third parties engaged by it, is limited per event or series of related events to an amount equal to the fees owed by the Client under this Agreement per year, excluding VAT. In no event will total compensation for direct damage exceed 500 euros, excluding VAT.
  2. Loyall's liability for indirect damage, including consequential damage, lost profit, missed savings, loss of business data and damage due to business interruption, is excluded.
  3. Outside the cases referred to in article 8 paragraph 1, Loyall has no liability for compensation, regardless of the basis of any claim for damages. The maximum amounts stated in article 8 paragraph 1 lapse if and insofar as the damage results from intent or gross negligence by Loyall's management.
  4. Loyall's liability for attributable failure in performance of the Agreement arises only if the Client promptly and properly gives Loyall written notice of default, setting a reasonable period to remedy the failure, and Loyall still attributable fails to perform after that period. The notice of default must contain as detailed a description as possible of the failure so Loyall can respond adequately.
  5. Loyall is never liable for damage caused by force majeure.
  6. A condition for any right to compensation is always that the Client reports the damage to Loyall in writing within 30 days after it arises.
  7. The Client indemnifies Loyall against all third-party claims due to liability resulting from a defect in the Service delivered by the Client to a third party and partly consisting of goods, materials or results delivered by Loyall.

Article 9. Outages and force majeure

  1. Loyall has the right to temporarily take its systems, including the Website, or parts of them out of use for maintenance, adjustment or improvement. Loyall will try to schedule such downtime outside office hours as much as possible and will use efforts to notify the Client on time of planned downtime. Loyall is never liable for compensation for damage connected with such downtime.
  2. Loyall has the right to adjust its systems, including the Website, or parts of them from time to time to improve functionality and fix errors. If an adjustment leads to a substantial change in functionality, Loyall will use efforts to inform the Client. For adjustments relevant to multiple clients, it is not possible to refrain from a particular adjustment only for the Client. Loyall is not required to compensate damage caused by such an adjustment.
  3. Loyall will use efforts, if the Service is unavailable due to outages, maintenance or other causes, to inform the Client about the nature and expected duration of the interruption.
  4. In case of force majeure, including in any event outages or failures of internet or telecommunications infrastructure, synflood, network attack, DoS or DDoS attacks, power outages, domestic unrest, mobilization, war, transport obstruction, strike, lockout, business disruptions, supply stagnation, fire, flooding, import and export restrictions, and where Loyall's own or other suppliers, for any reason, make Loyall unable to deliver so that performance of the Agreement cannot reasonably be required of Loyall, performance of the Agreement will be suspended or the Agreement will be terminated when the force majeure situation has lasted longer than ninety days, all without any obligation to compensate damage.

Article 10. Term and termination

  1. If the Service concerns periodic performance of services for a certain period, the Agreement is deemed to have been entered into for the minimum term stated per service. If that minimum term has expired without either party giving notice of termination at least one (1) month before the contract end date, the Agreement is automatically renewed for the term stated per service. If the Client is a natural person not acting in the exercise of a profession or business and did not give notice before expiry of the minimum term, the Agreement is automatically converted to an indefinite term with a one-month notice period.
  2. If the Client is a natural person not acting in the exercise of a profession or business, the Client may terminate on any day after tacit renewal. Termination takes effect one month after receipt of the notice. A "one month" notice period means no later than the day with the same number in the following month.
  3. Upon termination, ending or dissolution for any reason, Loyall is entitled to immediately delete or make inaccessible all stored data and close all Client accounts. In that case Loyall is not required to provide the Client with a copy of this data.
  4. The Client may give notice of termination via the same channel through which the Agreement was entered into. The Client may also terminate in writing. Since some channels are susceptible to misuse and identity theft, Loyall may take measures in the Client's interest to reduce the risk of such misuse.
  5. If the Client is a natural person not acting in the exercise of a profession or business, the Client has the right to dissolve the Agreement without giving reasons within fourteen working days after conclusion, unless Loyall has already started performing the Agreement within that period with the Client's consent.
  6. If the Client fails to comply with any obligation under the Agreement, Loyall has the right to terminate all Agreements concluded with the Client without notice of default or judicial intervention and without prejudice to Loyall's right to compensation for damage, lost profit and interest.

Article 11. Payment terms

  1. The Client's payment obligation starts when the Agreement is concluded. Payment relates to the period starting on the day Loyall actually makes products and services available. Loyall will send an invoice to the Client for the amount owed. The payment term for this invoice is 14 days after the invoice date, unless otherwise stated on the invoice or otherwise agreed in the Agreement.
  2. The Client agrees to electronic invoicing by Loyall.
  3. Contrary to the previous paragraph, Loyall is not required to send an invoice if the Agreement is a continuing performance agreement. The Client will pay Loyall monthly or for another agreed period in advance the amount due for that period.
  4. The costs due are charged in advance depending on the term for which the Agreement was entered into and must be paid in advance. If not, Loyall reserves the right to temporarily suspend the services.
  5. If the Client has not paid on time, the Client will be notified and given an additional payment period. If payment is still not made within that period, the Client is in default without further notice. The Client then owes statutory interest as referred to in articles 6:119a and 6:120 of the Dutch Civil Code (statutory commercial interest). If the Client is a natural person not acting in the exercise of a profession or business, the Client owes statutory interest as referred to in article 6:119 of the Dutch Civil Code.
  6. If amounts due cannot be collected or are not received due to the Client's actions, Loyall will charge at least 5 euros in administration costs. These administration costs are increased to a maximum of 25 euros if the Client remains negligent in paying Loyall's claim and Loyall is forced to hand over the claim for collection. In that latter case, the Client must also pay reasonable extrajudicial costs, including all costs referred to in article 6:96 of the Dutch Civil Code.
  7. If Loyall has had to incur additional costs, other than the above, to collect the amount due, these will be recovered from the Client.
  8. If the Client believes the charged costs are incorrect, the Client may notify Loyall of objections within two weeks after the invoice date. After receiving the objection, Loyall will investigate the correctness of the invoice amount.
  9. The payment claim is immediately due if the Client is declared bankrupt, applies for suspension of payments, all Client assets are seized, the Client dies or enters liquidation or is dissolved.
  10. In the above cases, Loyall also has the right to terminate or suspend performance of the Agreement or any part not yet performed without notice of default or judicial intervention, without any right to compensation for damage that the Client may suffer as a result.

Article 12. Intellectual property rights

  1. All intellectual property rights to all materials, software, analyses, designs, documentation, advice, reports, offers, agreements and preparatory materials developed or made available in the context of the Service belong exclusively to Loyall or its licensors.
  2. The Client obtains only the rights of use and powers that follow from the scope of the Agreement or are granted in writing. Otherwise the Client may not reproduce or disclose the software or other materials.
  3. The Client may not remove or change any indication of copyrights, trademarks, trade names or other intellectual property rights from the materials, including indications of confidentiality and secrecy.
  4. Loyall may take technical measures to protect the materials. If Loyall has secured the materials by technical protection, the Client may not remove or circumvent that protection.
  5. Any use, reproduction or disclosure of the materials outside the scope of the Agreement or granted rights of use is considered copyright infringement. The Client will pay Loyall an immediately due penalty of 2,000 euros per infringing act, not subject to judicial moderation, without prejudice to Loyall's right to compensation for damage caused by the infringement or to take other legal measures to end the infringement.
  6. Transfer of intellectual property is possible only in writing against a fee to be determined.
  7. A conscious or possibly unintended transfer of source files for technical design, user interface design, development source code and all marketing techniques and marketing materials created by Loyall does not constitute transfer of copyright. Any transfer may at all times be refused by Loyall without an explicit written agreement for transfer of intellectual property.

Article 13. Confidentiality

  1. Parties will treat information they provide to each other before, during or after performance of the Agreement confidentially when that information is marked confidential or when the receiving party knows or should reasonably suspect that the information was intended to be confidential. Parties impose this obligation on their employees and on third parties engaged by them to perform the Agreement.
  2. Loyall will not inspect data that the Client stores and/or distributes through Loyall's systems unless this is necessary for proper performance of the Agreement or Loyall is required to do so under a statutory provision or court order. In that case Loyall will use efforts to limit inspection of the data as much as possible, insofar as this is within its power.

Article 14. Changes to the General Terms and Conditions

  1. Loyall reserves the right to change or supplement these terms.
  2. Changes also apply to already concluded agreements with observance of a 30-day period after publication of the change on Loyall's website or by electronic notice. Changes of minor importance may be made at any time.
  3. If the Client does not wish to accept a change to these terms, the Client may terminate the Agreement until the date on which the new terms take effect, effective on that date.

Article 15. Final provisions

  1. Dutch law applies to this Agreement.
  2. Unless mandatory law provides otherwise, all disputes arising from this Agreement will be submitted to the competent Dutch court in Amsterdam.
  3. If any provision of this Agreement proves void, this does not affect the validity of the entire Agreement. In that case, the parties will establish one or more new provisions to replace it, giving effect as much as legally possible to the intent of the original Agreement and General Terms and Conditions.
  4. "Written" in these terms also includes e-mail and communication by fax, provided the identity and integrity of the e-mail or fax are sufficiently established.
  5. The version of any communication or measurement (monitoring) received or stored by Loyall is deemed authentic, subject to counter-evidence to be provided by the Client.
  6. Parties will promptly inform each other of any changes in name, postal address, e-mail address, telephone number and, on request, bank or giro number. If the Client demonstrably defaults and cannot be reached at any of the last provided contact details, Loyall has the right to terminate paid services at the end of the contract term and to terminate unpaid services immediately.
  7. Each Party may transfer its rights and obligations under the Agreement to a third party only with the other Party's prior written consent.