General terms & conditions & supply of services by totalli t|m
Article 1. Definitions
totalli t|m: the company "Totalli" with its registered office and principal place of business in Dordrecht
Client: the natural or legal person with whom the agreement for the delivery of products and services of totalli t|m has been entered into.
General terms and conditions: the whole of the provisions as included below.
Agreement: any mutual acceptance, confirmed in writing or by email, of delivery of one or more products or services of totalli t|m
Products and services of totalli t|m: products and services to be exploited by totalli t|m whereby information to be made available by the client can be consulted electronically and whereby electronic messages can be exchanged between users; this includes the production, installation and rental of websites, the rental and registration of a domain, the promotion of a website and all other supplementary and supporting products and services.
Offer: any offer by totalli t|m to the client, aimed at the provision in any way of goods, services, products or a combination thereof by totalli t|m to the client.
Article 2. Applicability
In so far as the parties have not agreed otherwise in writing, the articles below apply to any offer, order or agreement by or with totalli t|m
General terms and conditions of the client or third parties are not applicable to totalli t|m.
In the event of conflict, the General Terms and Conditions of totalli t|m will prevail, even if stipulated otherwise.
Article 3. Offers
All offers made by totalli t|m -- in whatever form -- are without obligation, unless the contrary has been expressly stated. They will be provided at the request of the principal.
All quotations and offers are valid for 30 days from the date mentioned on the quotation, unless otherwise stated.
Article 4. Commencement of the agreement
An agreement comes into effect when the client has completed, signed and sent an offer by e- mail or post, and the receipt and acceptance of the offer by totalli t|m has been confirmed to the client in writing or by e- mail.
Additions and modifications to the agreement can only be made in writing.
Delivery times provided by totalli t|m are provided for information purposes only and are therefore not binding, unless expressly agreed. A compound quotation does not oblige totalli t|m to execute a part of the order at a corresponding part of the quoted price.
A compound quotation does not oblige totalli t|m to execute a part of the order at a corresponding part of the quoted price.
Article 5. Duration and termination
If it has been agreed that the agreement will be performed in phases, totalli t|m may suspend performance of those parts belonging to a subsequent phase until the client has approved in writing the results of the preceding phase.
totalli t|m shall be entitled to terminate the agreement with immediate effect, without notice of default or judicial intervention, if:
The client is declared bankrupt, has applied for or obtained suspension of payments or has otherwise lost free control of his assets.
The client makes improper use of the products and services offered.
The client disseminates information that is contrary to (inter)national laws and regulations.
The client disseminates information that is contrary to generally accepted standards and values.
The client disseminates information that is discriminatory in terms of appearance, race, religion, gender, culture, origin or can otherwise be called offensive.
The services offered by totalli t|mmay only be used for purposes that are not contrary to the law, morality, public order, Net etiquette, the agreement and these general terms and conditions. This includes, but is not limited to, the following actions and conduct:
infringing on copyrighted work(s) or otherwise acting in breach of the intellectual property rights of third parties;
distributing child pornography;
distributing warez and MP3 files;
promoting racist slogans;
inciting to riot;
intruding without authorisation into other computers on the Internet (= hacking), whereby the principal breaks through any security and/or gains access by means of a technical intervention using false signals or a false key or by assuming a false capacity. totalli t|m is entitled to terminate the agreement with immediate effect and without judicial intervention, without the client thereby acquiring any right to compensation.
totalli t|m can terminate an agreement wholly or partly immediately and without judicial intervention if the client fails to fulfill any obligation towards totalli t|m. All claims which totalli t|m has against the client at the time of termination shall become immediately due and payable from the moment of termination without prejudice to the ability of totalli t|m to claim damages.
totalli t|m is entitled to unilaterally rescind all agreements at the end of the contractual period applicable at that time. However, the client must be informed of such dissolution two months before the end of the contractual period if the termination is not caused by force majeure.
Article 6. Additional work
If, during the execution of the agreement, it appears that for a proper execution it is necessary to change or supplement the work to be done, the parties will timely and in mutual consultation adapt the agreement accordingly.
If the parties agree that the agreement will be changed or supplemented, this may influence the time of completion of the execution. totalli t|m will inform the client of this as soon as possible.
Article 7. Term of delivery
Any period given by totalli t|m for completion of the order is indicative, unless the nature or content of the agreement shows otherwise.
The placement of a website will take place as soon as possible after the agreement has been made and data and promotional material have been delivered, or at a time to be agreed later.
If a term has been agreed for the completion of certain activities, this is never a deadline. If the term of delivery is exceeded, the client must therefore give notice of default in writing and allow totalli t|m a reasonable period to fulfill its obligations after all.
The delivery period specified by totalli t|m shall not commence until all necessary data and items are in its possession.
A lead time of several days should be taken into account when applying for and registering a domain.
Article 8. Force majeure
None of the parties is bound to comply with any obligation if prevented from doing so as a consequence of force majeure. Force majeure is in any case understood to mean war (or danger of war), riots, strikes, acts of war, fire, water damage, floods, atmospheric conditions, prolonged failure of electricity, adjustments or maintenance to the telecommunications and/or electricity networks of others, cable breaks, failures in communicative connections including telecommunications connections or prevention or refusal of performance by suppliers on whom totalli t|m depends in the performance of its work.
If a situation of force majeure has lasted longer than 60 (sixty) days, the parties will be entitled to terminate the agreement in writing. The principal shall in any case continue to owe the rate for the month in which the termination took place.
Article 9. Request domain names
The rules and procedures of the bodies responsible for the issue of domain names, including but not limited to the Stichting Internet Domeinregistratie Nederland (Domain Registration Netherlands Foundation) will also apply to the application and use of domain names. totalli t|m has only an intermediary role in this procedure and does not guarantee that an application will be honoured.
The body responsible for issuing domain names decides on the final granting of the domain name. totalli t|m only has a mediating role in this procedure and does not guarantee that an application will be honoured.
Registration of the domain name will take place in the name of the principal. The client is fully responsible for the use of the domain and the domain name. The client indemnifies totalli t|m against any claims by third parties in connection with the registration and use of the domain name.
Article 10. Prices and fees
All fees are exclusive of VAT and any other levies imposed by the government.
The fee payable by the client is based on the rate specified in the Agreement. totalli t|m reserves the right to change rates on an interim basis and will notify the client thereof thirty (30) days in advance. If the client does not wish to accept a change in rates, he has the right, within seven days after the notification mentioned in this article, to terminate in writing the agreement to which the rate change relates.
Parties may agree a fixed fee when the agreement is concluded; the fixed fee is exclusive of turnover tax (VAT).
If no fixed fee is agreed, the fee will be determined on the basis of hours actually worked. The fee shall be calculated in accordance with the usual hourly rates of totalli t|m, applicable to the period in which the work is carried out, unless a deviating hourly rate has been agreed upon.
Article 11. Terms of payment
The payment obligation of the client starts on the day that the agreement is made. The payment refers to the period starting on the day of the actual provision of products and services of totalli t|m.
Payment must be made within 21 days of the invoice date, in a way to be indicated by totalli t|m and in the currency in which the invoice was made. The moment of payment is the moment when the amount due is received by totalli t|m.
For orders with a duration of more than 2 months, totalli t|m will charge her fee on a monthly basis for work done and costs incurred in the execution of the order.
The fee payable in respect of the agreement is exclusive of VAT and any other levies arising from statutory regulations. Furthermore, the client shall owe the fees resulting from these conditions.
If the client fails to pay the amounts due within the agreed period, the client shall, without any notice of default being required, be in default and shall owe statutory interest on the outstanding amount. The interest on the amount due and payable shall be calculated from the time the client is in default until the moment of payment of the full amount.
If the client fails to pay the claim after notice of default, the claim may be passed on to a third party. In that case, in addition to the total amount due, the client will also be obliged to pay the extrajudicial and judicial collection costs in full, including all costs calculated by external experts in addition to the costs established in court, relating to the collection of this claim or of legal action otherwise, the amount of which is set at a minimum of fifteen percent (15%) of the total amount.
If the client is of the opinion that the costs charged are incorrect, the client may make the objection known to totalli t|m within two weeks of the invoice date. Upon receipt of the objection, totalli t|m will investigate the correctness of the invoice amount.
The client will be in default from the time when the payment due cannot be collected or has not been paid to totalli t|m due to the client's fault.
If the amounts due cannot be collected or are not received due to the actions of the client, totalli t|m shall charge interest for delay in payment equal to the statutory interest, which shall be payable from the time that the client is in default until the time of collection.
Article 12. Suspension
If the client fails to fulfill one or more of its obligations correctly or on time, the client will be in default without prior notice of default and without any liability arising from totalli t|m, as a result of which the obligations of totalli t|m to fulfill its own obligations will be automatically and immediately suspended until such time as the amount due by the client has been paid in full, including payment of any interest and costs (including compensation for damages).
Article 13. Availability and management of the service
totalli t|m will make every effort towards the client to make the Services as available and usable as possible.
totalli t|m will remedy or have remedied any faults as soon as possible. totalli t|m cannot guarantee unhindered access to its products and services, nor that other services provided by totalli t|m can be used at all times.
totalli t|m is not at all liable for loss, change or damage of data through the use of the Services, including via the totalli t|m network (e-mail) messages sent.
The client will not be able to gain access to the Services at times when maintenance and/or repair work needs to be carried out on the Services.totalli t|m will make every effort to have these activities carried out at times when the client will experience the least inconvenience.
totalli t|m, with a view to maintaining and/or improving the quality and security of the services, is entitled to make changes to its hardware, software and its method of providing the services.
totalli t|m will not accept any liability arising from the disabling of the services as set out in paragraph 4 of this article.
Article 14. Liability
totalli t|m will make every effort to perform the agreed service to the best of its knowledge and ability, in accordance with the requirements of good craftsmanship, and in accordance with what may be expected within the framework of the task assigned to totalli t|m.
totalli t|m in its activities depends on the co-operation, services and supplies of third parties, over which totalli t|m has little or no influence. totalli t|m can therefore in no way be held liable for any damages whatsoever arising from the relationship with totalli t|m or its termination, regardless of whether the damages arise or become apparent during the course of the relationship with totalli t|m.
In the event of an attributable failure in the performance of the contract, totalli t|m will only be liable to pay compensation, i.e. compensation for the value of the performance which has been omitted. Any liability of Totalli for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect or consequential damage or damage due to loss of sales or profits.
The client indemnifies totalli t|m against all claims by third parties.
totalli t|m cannot be held liable for damage of any kind caused by the transmission of confidential or secret information.
The client must notify Totalli in writing of any changes to the client's details. If the client fails to do so, the client shall be liable for any damage suffered by totalli t|m as a result.
Article 15. Intellectual property rights
All Intellectual Property rights on all software, equipment or other materials developed or made available under the Agreement, such as analyses, designs, documentation, reports, quotations, as well as preparatory material in respect thereof, are vested exclusively in totalli t|m or its licensors.
The client will only obtain a non-exclusive and non-transferable right of use with respect to the Intellectual Property for the duration of the Agreement.
The client shall refrain from duplicating and/or publishing and/or distributing the software and the other materials belonging to it. The client is not permitted to remove from or change in the software, equipment or materials any indication concerning copyrights, trademarks, trading names or other intellectual property rights, including indications concerning the confidential nature and secrecy of the software.
It is totalli t|m permitted to take technical measures to protect the Software. If totalli t|m has secured the Software by means of technical protection, the client is not permitted to remove or evade this protection.
In deviation from the above, the Parties may determine by further Agreement that totalli t|m will transfer the Intellectual Property. This transfer will take place on the condition that the client has paid all invoices relating to the results in question.
Article 16. Attribution
totalli t|m, with due regard for the interests of the client, is free to use the products developed for the client for its own publicity or promotional purposes.
Web sites and/or web applications developed and delivered by totalli t|m may be provided by totalli t|m with a hyperlink (link) to its own website and acknowledgement of the source.
Article 17. Complaints
totalli t|m will, to the best of its ability, repair any technical defects in the website and/or web application free of charge if, within that period, these defects have been reported in writing, with a detailed description, by the client to totalli t|m. totalli t|m may charge its usual rates and costs in the event of misuse or improper use or other causes not attributable to totalli t|m.
totalli t|m is not obliged to repair defects in the website and/or web application if they are caused by the client himself, by third parties or by changed circumstances, of which totalli t|m did not know or should not have known at the time of concluding the agreement.
The obligation as mentioned in this article will lapse if the client, without totalli t|m's consent, makes changes to the software and source codes or causes changes to be made, or if the client in any way tries to remedy a defect without totalli t|m's written consent.
Complaints do not suspend the obligation of the client to fulfill its obligations..
Article 18. Transfer of rights and obligations
The client may not transfer the rights and obligations arising from an Agreement and/or these General Terms and Conditions to third parties without the consent of totalli t|m.
Article 19. Dispute settlement and applicable law
If any provision of these General Terms and Conditions is annulled, declared null and void or denied validity by any judicial authority, this will not affect the other provisions of these General Terms and Conditions. In the aforementioned case, the client and totalli t|m will consult with each other to agree on new provisions that will, as much as possible, be in line with the objective and purport of the void or annulled provision or with the provision to which its validity has been denied.
These General Terms and Conditions and all Agreements, Offers and other documents forming part thereof are governed by Dutch law.