Version 1.1 · 7 September 2026

General terms and conditions

These terms and conditions consist of five modules. Module A applies to everything. In addition, the module that belongs to the service purchased applies: B design and development, C hosting, maintenance and support, D marketing, tracking and advertising, E processing of personal data. In the event of conflict, the quotation prevails over these terms and conditions, and a service module prevails over Module A.

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Used by

Webright, a trade name of TH Motion
Oudenhof 4, 4191 NW Geldermalsen
Chamber of Commerce (KvK) 90485688 · VAT NL004819839B19
[email protected] · +31 6 5704 1110

Applies to

Websites, online stores, landing pages, applications, hosting, maintenance, support, tracking and advertising. Exclusively for business clients.

01 · Module A

General provisions

Article 1Definitions

1.1

Client: the party that enters into an Agreement with Webright or negotiates with Webright about one.

1.2

Agreement: any arrangement between the parties, including the accepted quotation and annexes, of which these terms and conditions form part.

1.3

Services: 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.

1.4

Materials: everything that Webright develops or makes available, including designs, texts, images, code, data files, documentation, configurations and advice.

1.5

Webright 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.

1.6

Client Material: everything that the Client supplies, including texts, images, video, logos, brand identity, fonts, product data and access credentials.

1.7

In Writing: on paper or electronically, including email and messages in the project channel used, provided that the sender is identifiable.

1.8

Working Days: Monday to Friday inclusive, with the exception of public holidays recognised in the Netherlands.

Article 2Applicability and formation

2.1

These 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.

2.2

The 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.

2.3

Quotations 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.

2.4

The 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.

2.5

Webright 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.

2.6

If 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

3.1

Webright 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.

3.2

All 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.

3.3

Exceeding 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

4.1

The 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.

4.2

If 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.

4.3

Costs 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.

4.4

The 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

5.1

All 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.

5.2

Not 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.

5.3

Work 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.

5.4

Webright 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.

5.5

Changes 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.

5.6

Webright 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

6.1

Webright 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.

6.2

The 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.

6.3

The 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.

6.4

If 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.

6.5

In 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

7.1

All intellectual property rights in the Materials are vested in Webright or its licensors, subject to the provisions of Article 7.2.

7.2

After 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.

7.3

Not 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.

7.4

The 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.

7.5

In 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.

7.6

Webright 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.

7.7

Third-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.

7.8

Webright 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

8.1

Webright does not guarantee that the Materials will function without errors or without interruption.

8.2

For 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.

8.3

The 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.

8.4

If 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

9.1

The 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.

9.2

Direct 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.

9.3

All 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.

9.4

Webright 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.

9.5

Liability 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.

9.6

The 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.

9.7

The 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

10.1

Webright 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.

10.2

If 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

11.1

Project agreements end upon completion and full payment. Ongoing Services are governed by Module C.

11.2

Early 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.

11.3

Either 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.

11.4

In 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.

11.5

Webright 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.

11.6

Webright 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

12.1

The 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.

12.2

During 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

13.1

The 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.

13.2

All 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.

02 · Module B

Design and development

Article 14Design, delivery and acceptance

14.1

Webright supplies a design proposal, which the Client approves In Writing before development is commenced. The price includes two rounds of revisions to the design, unless otherwise agreed. Further changes, and changes to an approved design, count as additional work.

14.2

Webright makes the result available for assessment and gives notice of delivery In Writing. The Client assesses it within 10 Working Days and approves it In Writing, or rejects it In Writing and with specific details, stating the defects.

14.3

The result is deemed to have been accepted if the Client does not reject it with specific details within that period, approves it In Writing, or puts it live or takes it into use for productive, operational or commercial purposes.

14.4

Rejection is possible only on the ground of defects as a result of which the result materially fails to meet the specifications agreed In Writing. Defects of minor importance do not stand in the way of acceptance and are remedied in a round of repairs. If a rejection concerns not a defect but a wish for a change, Article 5.5 applies.

14.5

After a rejection with specific details, Webright remedies the defects and delivers again, after which Article 14.2 applies again. If the result has been rejected three times without agreement being reached, either party may terminate the Agreement In Writing, in which case the work performed is charged.

14.6

Webright does not guarantee that the result will be displayed identically in all browsers, devices and versions, and tests on the customary, agreed combinations. Colour differences between screens and print are not for its account.

Article 15Platforms, online stores, applications and migration

15.1

Webright is not responsible for the availability, operation, terms and conditions, rates or continuity of third-party platforms and services, including Shopify, WordPress and WooCommerce, payment service providers, shipping and fulfilment parties, accounting and inventory systems and app stores. If they change their functionality, API or terms and conditions, the adaptation work is additional work, unless expressly included in a subscription.

15.2

The Client itself concludes the agreements with platforms, payment service providers and other third parties, accepts their terms and conditions and bears the costs thereof. The Client is responsible for the content and legal compliance of its website or online store, including product information, prices, stock, shipping and returns policy, its own terms and conditions towards customers, statutory information obligations and the accessibility obligations incumbent on it.

15.3

Webright gives no guarantee of conversion, turnover, orders, enquiries, loading speed scores or positions in search engines. Expectations, forecasts and examples that are mentioned are indicative. Publication of an application in an app store and its acceptance are beyond Webright's control; prototypes are not intended for publication.

15.4

In the case of migration of existing content or data, Webright uses its best efforts to transfer the data correctly. The Client itself ensures in advance that there is a full backup of the existing environment and checks the migrated data within the acceptance period. Webright is not liable for loss, corruption or incompleteness of migrated data, save in the case of intent or wilful recklessness on the part of its management.

03 · Module C

Hosting, maintenance and support

Article 16Scope

16.1

The service consists of the elements described in Webright's offer or service description. That description is decisive as to what is and is not included.

16.2

For a work built by Webright, the hosting and management subscription is mandatory for as long as that work is in use. Support is optional.

16.3

If the Client chooses to have the work hosted or managed elsewhere, the warranty of Article 8.2, Webright's maintenance and security obligations and all liability for the upkeep, security and operation of the work lapse as from the move. Article 20 then applies.

16.4

Work outside the package, including new pages and sections, extension of the CMS, redesign, content work, integrations, automations, migrations and the remedying of problems caused by the Client or a third party, is charged at the applicable hourly rate after prior consultation.

Article 17Infrastructure, availability and security

17.1

Webright places the service with a professional hosting supplier and ensures that storage and processing take place within the European Economic Area, unless otherwise agreed In Writing. It determines the technical set-up and may change infrastructure, software and supplier, provided that the data remain within the EEA and the functionality does not materially deteriorate.

17.2

Webright uses its best efforts to keep the service available as well as possible, but gives no guarantee of uninterrupted availability. An availability percentage, recovery time or penalty arrangement applies only if this has been agreed In Writing in a Service Level Agreement designated as such. Availability monitoring is a detection facility by which Webright notices disruptions sooner and does not imply any commitment regarding availability, the recovery period or the time at which the Client is informed.

17.3

Webright may temporarily take the service out of operation for maintenance, modification or improvement, announces planned maintenance in advance where possible and schedules it outside office hours as far as possible. Planned maintenance, emergency maintenance in connection with security and disruptions at suppliers do not count as unavailability.

17.4

Webright takes the security measures described in the package and carries out updates, giving priority to security updates that it classifies as critical. It may postpone an update if the update jeopardises the operation of the work. Webright does not guarantee that the service cannot be hacked, misused or overloaded.

17.5

Webright makes backups in accordance with the package and, in the absence of an arrangement, daily with a retention period of 14 days. It does not guarantee that a backup is complete or usable in all cases and advises the Client to keep a copy itself periodically. Restoration other than due to a cause attributable to Webright is additional work.

17.6

If the Client fails to follow advice from Webright, or fails to do so in good time, or if the Client or a third party engaged by the Client itself makes changes to the work, the code, the parts or the configuration, warranty and liability for the consequences thereof lapse and repair work is additional work.

17.7

The Client shall report a suspected security incident or data breach without delay. Webright shall report a data breach identified on its side to the Client without undue delay and no later than within 48 hours of discovery.

Article 18Support and included change time

18.1

Support is provided on Working Days between 09:00 and 17:30 via the channels designated by Webright. Webright aims to give an initial substantive response within one Working Day to a request received on a Working Day. This is a response time and not a resolution time; Webright gives no guarantee of the period within which a report is resolved and determines the priority itself.

18.2

If the package includes an amount of change time per period, that time applies exclusively to minor changes that the Client cannot make itself in the CMS. Unused time lapses at the end of the period, is not carried forward and is not paid out or set off. Work in excess of the included time is agreed in advance and charged in arrears at the applicable hourly rate.

18.3

Work in the field of search visibility, measurement and advice within the package consists of best-efforts obligations; Article 21 applies to it mutatis mutandis.

Article 19Domain names, email and certificates

19.1

Domain names are registered in the Client's name as far as possible; the terms and conditions of the registry concerned, including those of SIDN, apply.

19.2

Webright takes care of the technical settings relating to domain name, DNS, email routing and security records to the extent that this is included in the package. Webright is not an email provider and does not guarantee the delivery, storage, forwarding or timeliness of messages, nor that messages will not be classified as unwanted or that an address or domain will not end up on a blocklist.

19.3

Webright is not liable for a domain name or certificate not being able to be registered, renewed, issued or transferred, or not in good time or not in full, nor for measures taken by a registry or certificate issuer. The Client itself is responsible for the timely renewal of and payment for domain names, certificates, licences and services that are not included in a package.

Article 20Term, notice of termination, arrears and transfer

20.1

The subscription commences on the day of delivery or on the agreed commencement date and applies for an indefinite period, unless a minimum term has been agreed. Either party may give notice of termination In Writing monthly, with effect from the end of the current calendar month, subject to a notice period of one month; email suffices. If a minimum term has been agreed, notice of termination is possible only with effect from the end of that term. Fees paid in advance for the period after termination are refunded pro rata. Notice of termination of the support subscription does not affect the obligation to purchase hosting and management pursuant to Article 16.2.

20.2

If payment of a subscription invoice is not forthcoming, Webright may suspend the services and make the work inaccessible once the arrears have continued for 60 days after the due date of the oldest invoice, and terminate the subscription with immediate effect once they have continued for 90 days. Article 11.4 to 11.6 inclusive continues to apply.

20.3

At the end of the services, Webright makes the website files and the database available in a commonly used format within 30 days of a request In Writing, provided that the Client has fulfilled all its payment obligations. If no request is made within 30 days of termination, Webright may delete the data.

20.4

Transfer and migration work does not form part of any subscription. This includes preparing and transferring files and databases, moving domain names, DNS and email, providing access credentials to a third party, technical consultation with a succeeding party, documentation and supervising or checking the migration. This work is budgeted in advance and charged in arrears at the applicable hourly rate. Webright is not obliged to provide source code, documentation or knowledge transfer going beyond Article 20.3. Articles 7.3 and 7.4 apply to the transfer.

20.5

After termination, Webright no longer carries out updates, backups or security measures and all liability for the upkeep, security and operation of the environment lapses.

04 · Module D

Marketing, tracking and advertising

Article 21Nature of the services

21.1

All work in the field of search visibility, tracking, conversion optimisation and advertising consists of best-efforts obligations.

21.2

Webright gives no guarantee of results, including positions in search engines, visibility, visitors, leads, enquiries, orders, conversion rate, cost per acquisition or return on advertising spend. Forecasts, benchmarks, examples and cases are indicative.

21.3

Webright has no influence over algorithms, policies, rates, approval procedures or account measures of third parties such as Google and Meta. Changes to these, and the restriction, refusal or blocking of an account or advertisement, do not give any right to a refund, discount or damages.

Article 22Advertising budget and accounts

22.1

Advertising budget is not included in Webright's fee. It is preferably paid by the Client directly to the platform using a payment method in the Client's name. If Webright advances budget or purchases it in its own name, it invoices this in advance and the budget is deployed only after receipt of payment; Webright is not obliged to advance budget.

22.2

The budget actually spent may deviate per period by up to 20% from the agreed budget. Webright is not liable for budget that has been spent without the intended result owing to a change in settings, platform error, fraud or unlawful click behaviour. Campaign management work does not fall under a hosting or support subscription and is charged at the applicable hourly rate, unless otherwise agreed In Writing.

22.3

The parties record per assignment whether work is carried out in advertising, analytics and tag management accounts that are in the Client's name, or from an account or management environment of Webright. If an account is in the Client's name, it remains the Client's property, including the data stored in it. If Webright works from its own account or management environment, that account, the set-up and the data built up in it remain the property of Webright and the Client does not acquire any entitlement to them after termination.

22.4

The Client grants Webright the necessary access rights for the duration of the collaboration; if that access is withdrawn or not provided in good time, Webright is not obliged to perform and the fee remains owed. At the end of the collaboration, Webright transfers the accounts and management rights that are in the Client's name to the Client or to a party designated by the Client within 10 Working Days, provided that all payment obligations have been fulfilled, and withdraws its own access. Working methods, scripts, dashboards, templates and Webright Components developed by Webright remain its property; the Client may continue to use these for its own business but may not reproduce them or provide them to third parties.

Article 23Cookies, consent and measurement

23.1

As operator of the website, the Client is responsible for compliance with laws and regulations on cookies and similar techniques, including Article 11.7a of the Telecommunicatiewet (Dutch Telecommunications Act), and for obtaining and recording valid consent from visitors.

23.2

Webright sets up the cookie banner, consent management and measurement in accordance with the Client's instruction In Writing and advises on this. If the Client deviates from that advice, this is for the Client's account and risk.

23.3

The Client itself accepts the terms and conditions of the platforms concerned, including Google's data processing terms. If the Client enables features in which a platform acts as an independent controller, including the sharing of data between analytics and advertising services, this is done on the Client's instruction and under the Client's responsibility.

23.4

Webright is not liable for fines, directions or claims of supervisory authorities or third parties arising from the Client's use of the website, the measurement or the advertisements.

05 · Module E

Processing of personal data

Article 24Allocation of roles and processing

24.1

To the extent that Webright processes personal data on behalf of the Client, including in the case of hosting, CMS, maintenance, support, tracking and advertising management, the Client is the controller and Webright the processor within the meaning of the AVG (General Data Protection Regulation, GDPR). For its own business operations, Webright is an independent controller. This module serves as the data processing agreement within the meaning of Article 28 paragraph 3 AVG, unless the parties have concluded a separate data processing agreement; in that case, the latter prevails.

24.2

Webright processes personal data exclusively on the documented instruction of the Client and for the duration of the Agreement; the Agreement and these terms and conditions count as that instruction. The subject matter, nature and purpose of the processing, the types of data and the categories of data subjects are recorded per Service in the processing overview in Article 25.4.

24.3

Webright takes appropriate technical and organisational measures as referred to in Article 32 AVG. Persons who have access to the data under its authority are bound by a duty of confidentiality.

24.4

Webright provides reasonable cooperation with requests from data subjects, with a data protection impact assessment and with investigations by the supervisory authority, and may charge its usual rates for this unless the cooperation is connected with a failure attributable to it.

24.5

Webright informs the Client of a personal data breach without undue delay and no later than within 48 hours of discovery. Notification to the supervisory authority and to data subjects is the Client's responsibility.

24.6

Webright informs the Client without delay if, in its opinion, an instruction conflicts with the AVG or other applicable privacy legislation.

Article 25Sub-processors, audit, return and processing overview

25.1

The Client grants general authorisation for the engagement of sub-processors, including hosting, backup, email, CDN and platform suppliers. Webright keeps an up-to-date overview available at webright.nl/en/subprocessors and provides information about intended changes; the Client may object, stating reasons, within 14 days and, if the parties fail to reach agreement, terminate the service concerned by notice. Webright imposes on sub-processors obligations that are no less stringent than these. Transfers outside the European Economic Area take place only with a valid transfer mechanism.

25.2

On request, Webright makes available the information necessary to demonstrate compliance with Article 28 AVG. An on-site audit is possible, no more than once a year, after 30 days' notice, by an independent expert bound by a duty of confidentiality, at the Client's expense.

25.3

After the end of the Agreement, Webright, at the Client's choice, deletes all personal data or returns them in a commonly used format within 30 days of a request In Writing, and thereafter deletes the copies in its possession, unless a statutory retention obligation prescribes otherwise. If the Client does not make a choice known within 30 days of termination, Webright deletes the data. Articles 20.3 and 20.4 apply mutatis mutandis. The limitations of liability in Article 9 apply in full to this module.

25.4

Per Service, the processing has the following subject matter, nature and purpose, and concerns the following types of data and categories of data subjects. The duration of the processing is the term of the Agreement.

ServiceNature and purposeTypes of dataData subjects
Hosting, CMS, maintenanceStorage and management of the website or application, including form submissions, accounts and ordersName and address details, email address, telephone number, IP address, account and order dataVisitors, customers and employees of the Client
SupportAccess to CMS, management panels and accounts for the purpose of carrying out changes and repairsLogin and contact detailsEmployees of the Client
Tracking and advertisingMeasurement and optimisation of website, campaigns and conversionPseudonymous identifiers, cookie IDs, behavioural and conversion dataWebsite visitors