Article 1Definitions
1.1Client: the party that enters into an Agreement with Webright or negotiates with Webright about one.
1.2Agreement: any arrangement between the parties, including the accepted quotation and annexes, of which these terms and conditions form part.
1.3Services: all work performed by Webright, including the design and development of websites, online stores, landing pages, applications and the Webright Magnet, and hosting, maintenance, support, advice, tracking and advertising management.
1.4Materials: everything that Webright develops or makes available, including designs, texts, images, code, data files, documentation, configurations and advice.
1.5Webright Components: the building blocks developed by Webright and used in multiple assignments, including frameworks, component libraries, themes, modules, integrations, scripts, CMS set-up, automated processes and the Webright Magnet.
1.6Client Material: everything that the Client supplies, including texts, images, video, logos, brand identity, fonts, product data and access credentials.
1.7In Writing: on paper or electronically, including email and messages in the project channel used, provided that the sender is identifiable.
1.8Working Days: Monday to Friday inclusive, with the exception of public holidays recognised in the Netherlands.
Article 2Applicability and formation
2.1These terms and conditions apply to all quotations, Agreements and Services of Webright and to everything arising from them. They are intended exclusively for Clients acting in the course of a profession or business; Webright does not contract with consumers. Webright makes them available electronically before or at the time the Agreement is concluded, in a form that the Client can store and consult later.
2.2The applicability of purchasing or other terms and conditions of the Client is expressly rejected; they apply only if Webright has accepted them In Writing and specifically, per document. Deviations from these terms and conditions apply only if agreed In Writing and exclusively to the Agreement for which they were made.
2.3Quotations are without obligation and valid for 30 days. The Agreement is formed by acceptance In Writing, signature, a digital declaration of approval, or by Webright commencing performance with the consent of the Client. Obvious errors do not bind Webright.
2.4The functionality described in the quotation determines the scope of the assignment. Anything not stated in it falls outside that scope and counts as additional work.
2.5Webright may amend these terms and conditions. For current subscriptions, an amendment takes effect after 30 days' notice; if the amendment is demonstrably disadvantageous to the Client, the Client may terminate the service concerned by notice with effect from the effective date.
2.6If a provision is void or voidable, the remaining provisions remain in force and the parties shall replace it with a valid provision that approximates its purpose as closely as possible.
Article 3Performance and time limits
3.1Webright performs the Agreement to the best of its knowledge and ability. All obligations are best-efforts obligations, unless Webright has expressly promised a result In Writing. It determines for itself how and by whom the Services are performed, may engage third parties and automated tools in doing so, and remains responsible for the result delivered.
3.2All time limits, schedules and delivery dates are indicative and never strict deadlines, even where Webright states a lead time in its communications. A stated lead time does not start to run until the Client has supplied in full all required content, data, access and approvals, and is extended by the time involved in circumstances beyond Webright's control, including waiting time on the part of the Client or of third parties.
3.3Exceeding a time limit does not entitle the Client to dissolution, suspension of its payment obligation, a discount or damages. Default occurs only after the Client has given Webright notice of default In Writing, allowing a reasonable period of at least 15 Working Days.
Article 4Obligations of the Client
4.1The Client shall supply all data, content, access and cooperation in good time and in full, and shall designate one contact person who is authorised to decide and to approve. If supply, feedback or approval is not forthcoming, the schedule shifts in accordance with Article 3.2.
4.2If the Client fails to supply the required content or feedback within 20 Working Days of a request, Webright may invoice the work performed and suspend the project. If the standstill lasts longer than 60 days, Webright may terminate the Agreement In Writing and charge for the work performed and the costs incurred. Resumption after that takes place at the hourly rate then applicable and subject to availability.
4.3Costs and hours arising from delay, incorrect or incomplete supply or changed instructions on the part of the Client are for the Client's account and count as additional work.
4.4The Client is responsible for the accuracy, completeness and lawfulness of the Client Material and of everything it places itself after delivery. The Client shall handle login details with care and shall report any suspicion of misuse without delay.
Article 5Prices and additional work
5.1All prices are in euros and exclusive of VAT. The agreed price includes the licences, parts and images that Webright uses to build the work, unless stated otherwise in the quotation.
5.2Not included in the price are costs that are in the Client's name or that continue after delivery, including domain names, certificates, platform and subscription costs of third parties such as Shopify and payment service providers, licences and integrations that the Client purchases itself or must renew periodically, and advertising budget. Webright identifies these in advance.
5.3Work on a time-and-materials basis is charged at Webright's hourly rate applicable at the time of performance. Webright may adjust its rates periodically.
5.4Webright may adjust rates for ongoing Services annually, announced at least 30 days in advance. If the Client does not wish to accept an adjustment, it may terminate the subscription by notice in accordance with Article 20.1. Webright may pass on price increases of suppliers and platforms one-to-one with effect from the next invoicing period.
5.5Changes or additions to the assignment count as additional work. Webright carries out additional work only after approval In Writing and informs the Client in advance of the consequences for costs and schedule, so that the Client can decide not to proceed with it. If a price increase is reasonably apparent, a separate warning is not required.
5.6Webright is not obliged to carry out additional work and may require a separate assignment and an adjusted schedule for it. At least one hour is charged per request for additional work. The need for additional work does not give any right to dissolve the Agreement or to terminate it by notice.
Article 6Invoicing and payment
6.1Webright is entitled to require a down payment or interim instalment payments, in particular for larger assignments, and is not obliged to commence or continue the work for as long as that payment has not been made. Ongoing Services are invoiced in advance per period, work on a time-and-materials basis monthly in arrears.
6.2The payment term is 14 days from the invoice date. Payment shall be made without discount, suspension or set-off; the Client's right of suspension and right of set-off are excluded.
6.3The Client shall report objections to an invoice within 14 days, In Writing and with specific details, failing which the invoice is deemed to have been accepted. An objection does not suspend the payment obligation.
6.4If the payment term is exceeded, the Client is in default by operation of law and owes the statutory commercial interest pursuant to Article 6:119a of the Burgerlijk Wetboek (Dutch Civil Code, BW). The extrajudicial collection costs amount to 15% of the principal sum, with a minimum of € 250, without prejudice to the right to compensation for higher actual costs.
6.5In the event of default, all outstanding invoices become immediately due and payable and Webright may suspend performance of all Agreements with the Client in accordance with Article 11. If there is well-founded reason to doubt performance, Webright may require security or advance payment and suspend performance for as long as this is not provided.
Article 7Intellectual property
7.1All intellectual property rights in the Materials are vested in Webright or its licensors, subject to the provisions of Article 7.2.
7.2After full payment of all amounts relating to the assignment, Webright transfers the rights in the graphic design produced specifically for the Client, the texts written specifically and the custom code written specifically, to the extent that those rights are vested in Webright, and grants a perpetual right of use in respect of the delivered work as a whole. The Client is thereby the owner of its website, code and content. For as long as payment has not been made in full, the Client does not acquire any right of use whatsoever and any right of use already granted lapses by operation of law.
7.3Not included are the Webright Components and standard software, CMS systems, frameworks, libraries, themes and tools of Webright or third parties. In respect of these, the Client acquires a non-exclusive, non-sublicensable right of use that applies exclusively to the delivered work in the state in which it was delivered, and that also passes to a legal successor to its business. If the Client wishes to have the work developed further by a third party, the prior consent In Writing of Webright and a one-off buy-out fee are required; if this does not come about, Webright removes the Webright Components prior to the transfer and the related functionality lapses.
7.4The delivered work is intended for use as a website or application of the Client's business. The Client is not permitted to reproduce or rebuild the work, or its design, composition, structure, navigation, interactions or code, wholly or substantially, or to use it as the starting point for another work, for another business or for a third party, nor to have a third party do so. Moving the work to another party or another platform while its design and composition are substantially retained expressly falls within this prohibition. The Client shall impose this obligation on every third party to whom it gives access to the work.
7.5In the event of a breach of Article 7.3 or 7.4, or of any other infringement of Webright's rights, the Client forfeits an immediately due and payable penalty of € 15,000 per breach, plus € 500 for each day that the breach continues, without prejudice to Webright's right to full damages.
7.6Webright retains the right to continue to use, without restriction, the knowledge, principles, ideas, techniques and non-client-specific components acquired during performance for other clients. Data supplied by the Client and processed via the service remain the Client's property.
7.7Third-party licences, including open source licences, prevail to the extent that they conflict herewith. Licences and subscriptions that are in the Client's name or continue after delivery are for the Client's account and responsibility, including renewal. Images that have only an illustrative function in the design phase may not be used live without a valid licence.
7.8Webright may use the work performed and the Client's name and logo in its portfolio and communications, unless the Client objects In Writing, and may place a modest credit with a link on the delivered work, which will be removed on request.
Article 8Warranty, complaints and lapse of rights
8.1Webright does not guarantee that the Materials will function without errors or without interruption.
8.2For 30 days after acceptance, Webright remedies free of charge defects that materially impede the agreed functioning and that have been reported In Writing and with specific details within that period. The warranty lapses if the Client or a third party has made changes without consent, or if the defect arises from Client Material or from third-party services.
8.3The Client shall report complaints about a delivered result In Writing and with specific details within 10 Working Days of delivery; complaints about ongoing Services within 30 days of discovery and no later than 90 days after the defect could reasonably have been discovered. A mere statement that something is not as desired does not suffice.
8.4If a complaint is not made in good time, all rights of the Client in that respect lapse, regardless of whether Webright has been prejudiced by the passage of time. Every claim lapses in any event 12 months after it arose and no later than 24 months after the end of the assignment.
Article 9Liability and indemnification
9.1The total liability of Webright, on any ground whatsoever, is limited to direct damage up to a maximum of the amount that the Client paid for the Service concerned in the twelve months preceding the event causing the damage, exclusive of VAT, with an absolute maximum of € 10,000 per event and per calendar year. A series of connected events counts as one event.
9.2Direct damage means exclusively: reasonable costs of establishing the cause and extent of the damage, reasonable costs of making the performance conform to the Agreement, and reasonable costs of preventing or limiting the damage.
9.3All liability for indirect damage is excluded, including consequential damage, loss of profit, lost turnover, lost orders, lost enquiries or leads, lost savings, reduced goodwill, damage to reputation and image, business interruption, damage due to loss or corruption of data, damage due to time limits being exceeded, and claims by customers or other third parties of the Client.
9.4Webright is not liable for damage resulting from Client Material that is incorrect, incomplete or supplied late, from changes made by the Client itself or by a third party engaged by the Client, from failure to follow measures advised by Webright, or from disruptions to, changes to or termination of third-party services, integrations or APIs, including hosting and network suppliers, Shopify, WordPress, Google, Meta, payment service providers and app stores.
9.5Liability arises only if the Client gives Webright notice of default In Writing within 30 days of discovery, with a detailed description and a reasonable period for remedy, and Webright continues to fail attributably thereafter.
9.6The limitations do not apply to the extent that the damage is the result of intent or wilful recklessness on the part of Webright's management, or to the extent that limitation is not permitted under mandatory law.
9.7The Client indemnifies Webright against all third-party claims relating to the Client Material, to the content, products or services placed or offered by the Client, and to the Client's use of the Materials. The Client guarantees that it holds all necessary rights and licences, including in respect of photographs, video, music, fonts, icons and stock material. The indemnity includes reasonable costs of legal assistance.
Article 10Force majeure
10.1Webright is not obliged to perform in the event of force majeure. This also includes: disruptions or outages at hosting, data centre, network, CDN, DNS or energy suppliers; the failure to function, the late or defective functioning, or the modification or termination of third-party services, APIs, platforms or software; cyber attacks, including DDoS attacks, ransomware and hacks; internet and power outages; government measures; epidemics; strikes; and force majeure on the part of suppliers.
10.2If the force majeure lasts longer than 60 days, either party may dissolve the Agreement In Writing in respect of the part not performed, without damages. Work performed is charged pro rata.
Article 11Termination and suspension
11.1Project agreements end upon completion and full payment. Ongoing Services are governed by Module C.
11.2Early termination by notice of a project agreement by the Client is not possible without Webright's consent In Writing. If the assignment is terminated prematurely at the Client's request, the Client owes payment for the work performed and the costs incurred, plus 30% of the remaining agreed fee. Article 7:408 paragraph 1 BW is expressly excluded.
11.3Either party may dissolve the Agreement In Writing if the other party, after notice of default allowing a reasonable period, attributably fails to perform a material obligation. Webright may do so without notice of default in the event of bankruptcy, suspension of payments or cessation of the Client's business. Amounts already invoiced remain owed and become immediately due and payable. Provisions that by their nature continue remain in force, including those on intellectual property, liability, confidentiality, indemnification and lapse of rights.
11.4In the event of payment arrears, Webright may suspend its services in whole or in part after a reminder In Writing that allows a period of at least 7 days and in which the suspension has been announced. This includes restricting access to the CMS, the management panel and the hosting, and making the website, online store or application inaccessible. Webright takes account of the proportion between the outstanding amount and the Client's interest, and does not state the reason in any offline notice.
11.5Webright may also suspend the services in the event of a well-founded suspicion of unlawful or criminal use, in the event of an acute security risk, or in the event of conduct in breach of the terms and conditions of a supplier or platform.
11.6Webright is not liable for damage arising from a lawful suspension and the payment obligation continues. After payment in full, Webright restores the services within a reasonable period and may charge the costs of reconnection at the applicable hourly rate.
Article 12Confidentiality and hiring of personnel
12.1The parties shall keep confidential information secret and shall use it exclusively for the performance of the Agreement, until 2 years after the end of the Agreement. This does not apply to information that is already public, has been lawfully obtained from a third party or must be disclosed by law. The parties shall impose this obligation on their employees and on third parties they engage.
12.2During the Agreement and for 12 months thereafter, the Client shall not employ any employees or regularly engaged third parties of Webright, nor otherwise have them work for it, without prior consent In Writing. In the event of a breach, the Client forfeits an immediately due and payable penalty of € 15,000 per breach, plus € 500 for each day that it continues, without prejudice to the right to full damages.
Article 13Final provisions
13.1The Client may not transfer its rights and obligations without consent In Writing. Webright may do so in the context of an acquisition or reorganisation and shall inform the Client of this. Webright's records constitute conclusive evidence of the work performed and the amounts owed, subject to evidence to the contrary.
13.2All Agreements are governed by Dutch law; the Vienna Sales Convention (Weens Koopverdrag, CISG) is excluded. Disputes are submitted exclusively to the competent court of the district in which Webright is established, unless mandatory law prescribes otherwise.