Terms and conditions

This is a translation of our Dutch terms and conditions. In case of any difference, the Dutch version prevails.

Article 1 Definitions

1.1 In these general terms and conditions, the following terms have the following meanings:

Webarctic: Webarctic, located at Paasheuvelweg 33, 1105 BG Amsterdam, registered with the Chamber of Commerce (Kamer van Koophandel) under number 92897495 and with VAT number NL866209025B01.

Client: Any natural person or legal entity that enters into or wishes to enter into an agreement with Webarctic.

Agreement: Any agreement between Webarctic and Client, as well as any amendment or addition to it.

Services: All work offered or performed by Webarctic, including but not limited to website development, webshop development, SEO, hosting, maintenance, support, migrations, domain management, content implementation, consultancy, subscriptions and other digital services.

Materials: All designs, code, websites, webshops, texts, advice, reports, documentation, graphic materials, templates, databases, configurations and other results of services delivered or developed by Webarctic.

1.2 These general terms and conditions are also stipulated for the benefit of all directors, employees, engaged freelancers, auxiliary persons, hosting partners, suppliers and other third parties involved by Webarctic in the performance of the agreement.

1.3 The applicability of any purchasing or other terms and conditions of Client is expressly excluded, unless these have been accepted in advance and in writing by an authorized representative of Webarctic.

Article 2 Applicability

2.1 These general terms and conditions apply to every quotation, offer, assignment, agreement, follow-up assignment and legal relationship between Webarctic and Client.

2.2 Deviations from these terms and conditions are only valid if they have been expressly agreed in writing.

2.3 If any provision of these terms and conditions is wholly or partially null and void or is annulled, the remaining provisions remain fully in force. In that case, the parties will agree on a replacement provision that reflects the purpose and intent of the original provision as closely as possible.

2.4 If there is any ambiguity about the interpretation of one or more provisions, they must be interpreted in accordance with the spirit of these terms and conditions and in light of the agreement.

2.5 If Webarctic does not always require strict compliance with these terms and conditions, this does not mean that the provision concerned does not apply or that Webarctic loses the right to require full compliance at a later time.

Article 3 Quotations and offers

3.1 All quotations and offers from Webarctic are non-binding, unless stated otherwise in writing.

3.2 Unless stated otherwise, a quotation is valid for 14 days.

3.3 Webarctic cannot be held to a quotation or offer if Client can reasonably understand that it contains an obvious mistake, clerical error, calculation error or omission.

3.4 All prices are exclusive of VAT and exclusive of other costs, including license fees, travel expenses, administration costs, domain costs, hosting costs, shipping costs, third-party costs and payment provider costs, unless expressly stated otherwise.

3.5 A composite price quotation does not oblige Webarctic to perform part of the assignment for a corresponding part of the quoted price.

3.6 Quotations and offers do not automatically apply to future assignments.

Article 4 Formation of the agreement

4.1 An agreement is formed as soon as:

a. Client has accepted a quotation in writing or digitally;

b. the parties have signed an agreement;

c. Webarctic has started the work at Client’s request; or

d. Webarctic has confirmed an assignment in writing or by email.

4.2 If Client’s acceptance deviates from the quotation, the agreement is not formed in accordance with that deviating acceptance, unless Webarctic accepts that deviation in writing.

Article 5 Performance of the agreement

5.1 Webarctic will perform the agreement to the best of its knowledge and ability, in accordance with the requirements of good workmanship and on the basis of a best-efforts obligation, unless a specific result has been expressly promised in writing.

5.2 Deadlines, schedules, handover dates and implementation schedules provided by Webarctic are always indicative and never constitute strict deadlines, unless expressly agreed otherwise in writing.

5.3 If a deadline is exceeded, Client must give Webarctic written notice of default and allow it a reasonable period to still perform.

5.4 Webarctic is entitled to have work performed wholly or partially by third parties. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

5.5 If the agreement is performed in phases, Webarctic is entitled to suspend the performance of a subsequent phase until Client has approved the preceding phase in writing and has fulfilled its payment obligations.

5.6 Client ensures that all data, access, login credentials, content, technical information and other cooperation necessary for the performance of the agreement are provided to Webarctic in a timely, complete and correct manner.

5.7 If necessary data is not provided on time, Webarctic is entitled to suspend performance and to charge the resulting additional costs or delays to Client.

5.8 Webarctic is not liable for damage resulting from incorrect, incomplete, late or misleading information from Client.

Article 6 Changes, additions and additional work

6.1 If, during the performance of the agreement, it becomes apparent that a change or addition is necessary, the parties will consult with each other. Webarctic is entitled to charge the associated additional costs and extra time.

6.2 Changes to the assignment may affect price, schedule, performance, functionality and handover. Client accepts that changes may affect the original arrangements.

6.3 Webarctic is not obliged to accept a change request.

6.4 Work outside the original assignment, including extra revision rounds, additional functionality, extra pages, additional integrations, additional optimizations or the repair of problems caused by Client or third parties, is considered additional work and is invoiced separately.

Article 7 Contract term, subscriptions and renewal

7.1 The agreement is entered into for the term stated in the agreement.

7.2 In the case of a subscription or a fixed-term agreement, it is automatically renewed upon expiry for successive periods of twelve months, unless it is terminated in writing no later than two months before the end of the current contract period, unless agreed otherwise in writing.

7.3 If the agreement provides for a minimum term, the payment obligation for the remaining term remains fully in effect in the event of early termination.

7.4 For agreements of indefinite duration, a written notice period of two months applies, unless another termination arrangement has been agreed.

7.5 The payment obligation remains in effect during the agreed contract term, regardless of whether Client actually uses the website, webshop, hosting, SEO service or other service.

Article 8 Prices, indexation and payment

8.1 All prices are exclusive of VAT and other government levies.

8.2 Unless agreed otherwise in writing, payment must be made within 14 days of the invoice date.

8.3 For subscriptions or direct debit agreements, payment is made by automatic direct debit on or around the date stated in the agreement.

8.4 If a direct debit is reversed, refused or cannot be executed, Webarctic is entitled to charge an administrative fee.

8.5 In the event of two failed direct debits, Webarctic is entitled to make the remaining amount of the current contract period immediately due and payable and to invoice it in a single payment.

8.6 Client is never entitled to set off, withhold or suspend payment.

8.7 Objections to an invoice do not suspend the payment obligation.

8.8 Webarctic is entitled to increase its rates annually by a maximum of 5% to correct for inflation, rising costs and market developments. In addition, Webarctic is entitled to pass on price increases from third parties, including hosting, license, software, energy and infrastructure costs.

Article 9 Default, interest and collection costs

9.1 If Client does not pay on time, Client is in default by operation of law, without any notice of default being required.

9.2 From that moment, Client owes the statutory commercial interest on the outstanding amount.

9.3 All reasonable extrajudicial and judicial costs of collecting the claim are entirely for Client’s account.

9.4 Payments are applied first to costs, then to interest and then to the principal amount.

Article 10 Suspension, termination and dissolution

10.1 Webarctic is entitled to suspend its obligations or to dissolve the agreement in whole or in part if Client:

a. does not fulfill its obligations, or does not fulfill them on time or in full;

b. provides incorrect or misleading information;

c. applies for a suspension of payments;

d. is declared bankrupt or a bankruptcy petition is filed;

e. is placed under administration or enters a statutory debt restructuring scheme;

f. discontinues, liquidates or transfers its business;

g. acts in violation of the law, public order or these terms and conditions.

10.2 In the event of suspension or dissolution, payment obligations that have already arisen remain fully in effect.

10.3 If the dissolution is attributable to Client, Webarctic is entitled to recover from Client all damage it has suffered and will suffer as a result.

10.4 In the event of suspension or dissolution, Webarctic is never obliged to pay any compensation to Client.

Article 11 Force majeure

11.1 Webarctic is not obliged to fulfill any obligation if it is prevented from doing so by force majeure.

11.2 Force majeure also includes: outages at hosting providers, data centers, registrars, internet providers, cloud suppliers, software suppliers and payment service providers, cyberattacks, hacks, malware, ransomware, DDoS attacks, phishing, power or internet outages, government measures, illness, strikes, fire, water damage, war, pandemics and other circumstances beyond Webarctic’s reasonable control.

11.3 During force majeure, Webarctic’s obligations are suspended.

11.4 If the force majeure situation lasts longer than three months, the parties are entitled to dissolve the agreement in whole or in part without any obligation to pay compensation.

11.5 If Webarctic has already partially performed when the force majeure occurs, it is entitled to invoice that part separately.

Article 12 Hosting, maintenance and support

12.1 If hosting or maintenance is part of the agreement, Webarctic will make efforts to provide a reasonably stable and secure service.

12.2 Webarctic does not guarantee uninterrupted availability, error-free operation or absolute security of servers, websites, webshops, email services, plugins, integrations, themes, software, APIs or external systems.

12.3 Maintenance only includes the work agreed in writing. Content changes, functional extensions, redesigns, SEO work, content placement and commercial optimizations are not automatically included.

12.4 Webarctic is entitled to carry out maintenance, updates, patches or repair work at times it considers reasonable. Temporary interruptions do not give rise to any right to compensation.

12.5 Backups, recovery, monitoring, malware scanning, uptime guarantees and security services are only part of the agreement if they have been explicitly agreed.

12.6 Client remains responsible at all times for its own backups of critical data, unless agreed otherwise in writing.

Article 13 Cybersecurity, hacks and data loss

13.1 Webarctic makes efforts to take appropriate technical and organizational measures to secure its systems and the services provided to Client.

13.2 However, Webarctic is not liable for damage resulting from:

a. cyberattacks, hacks, malware, ransomware, viruses or phishing;

b. misuse of login credentials or weak passwords;

c. vulnerabilities in software, plugins, themes, integrations or third-party systems;

d. security vulnerabilities that could not reasonably have been discovered or prevented in time;

e. loss, alteration, destruction or disclosure of data;

f. outages of websites, webshops, email or hosting as a result of security incidents;

g. damage caused by Client not following security advice, updates or instructions from Webarctic.

13.3 If Client or its website, webshop, email environment, hosting account or external services are hacked, compromised or misused, Webarctic is only obliged to make reasonable efforts to assist with recovery if this is part of the agreement, or as an additional assignment against payment.

13.4 Client is responsible for secure passwords, MFA where possible, correct user rights, timely removal of old accounts, and careful management of access codes.

13.5 Webarctic is never liable for consequential damage, loss of revenue, reputational damage, SEO loss, advertising loss, loss of customers, data loss or fines resulting from a cyber incident.

Article 14 Websites, webshops and content

14.1 Webarctic develops websites and webshops based on the specifications agreed in writing.

14.2 Client is fully responsible for all content supplied or posted by Client, including texts, images, videos, prices, products, stock levels, descriptions, reviews, usage claims, legal notices and commercial information.

14.3 For webshops, Client is expressly responsible for adding, managing and updating products, prices, stock, product attributes, shipping settings, VAT settings and other commercial data, unless agreed otherwise in writing.

14.4 Webarctic is not liable for errors in product data, pricing, stock display, VAT settings, shipping settings, or incorrect or incomplete legal notices.

14.5 Client guarantees that the website, webshop and content comply with all applicable laws and regulations, including consumer law, privacy legislation, cookie rules, advertising rules, copyright and e-commerce legislation.

14.6 Webarctic is not liable for fines, claims or damage resulting from incorrect legal content, missing GDPR documents, incorrect cookie settings, misleading product information or copyright infringements by Client.

Article 15 SEO services

15.1 SEO services are performed by Webarctic on the basis of a best-efforts obligation.

15.2 Webarctic does not guarantee specific positions in search engines, visitor numbers, leads, revenue, conversions or commercial results.

15.3 Search results also depend on competition, algorithm changes, the technical condition of the website, content quality, domain authority and factors beyond Webarctic’s control.

15.4 Webarctic is not liable for drops in rankings, traffic or visibility due to algorithm changes, manual actions by search engines, errors by third parties or choices made by Client.

Article 16 External suppliers and third-party services

16.1 If services or products of third parties are used for the performance of the agreement, such as hosting companies, domain registrars, plugin developers, software suppliers, cloud providers, payment providers, advertising platforms or API services, the terms and limitations of those third parties also apply.

16.2 Webarctic is not liable for shortcomings, price changes, outages, blocks, terminations, data loss or policy changes of third parties.

16.3 Webarctic is not responsible for the functioning of payment services such as Mollie, Stripe, PayPal, iDEAL, Klarna or other providers.

16.4 Client is responsible for creating, managing and maintaining accounts with such third parties, unless agreed otherwise in writing.

Article 17 Intellectual property

17.1 All intellectual property rights to all materials developed or made available by Webarctic remain exclusively with Webarctic or its licensors, unless expressly agreed otherwise in writing.

17.2 Client only obtains a non-exclusive, non-transferable right of use for the agreed purpose, for as long as Client fully complies with its payment obligations.

17.3 Client is not permitted to copy, sell, modify, sublicense, publish or make available to third parties any designs, code, templates, documentation or other materials supplied by Webarctic without written permission, unless this is expressly part of the agreement.

17.4 With website or webshop subscriptions, the website or webshop remains the property of Webarctic during the term, unless agreed otherwise in writing.

17.5 If it has been agreed in writing that ownership transfers after the end of the contract term, that transfer only takes place after Client has paid all amounts due in full.

Article 18 Export, migration and transfer

18.1 If Client wants to have a website, webshop or data exported or migrated to another party, Webarctic is entitled to charge costs for this.

18.2 Unless agreed otherwise in writing, the standard export fee is €250 excl. VAT.

18.3 Webarctic is not obliged to transfer source files, licenses, premium plugins, templates, custom code, servers, accounts, documentation or configurations free of charge, unless this has been explicitly agreed.

18.4 Webarctic is not liable for loss of data, functionality, rankings, integrations or settings during or after migration to a third party.

Article 19 Retention of title

19.1 All goods, materials, files or other performances delivered by Webarctic remain the property of Webarctic until Client has fully complied with all obligations under the agreement.

19.2 As long as payment has not been made in full, Client is not authorized to pledge, encumber or transfer the delivered goods.

19.3 Webarctic is entitled to take back its property if Client fails to fulfill its obligations. Client hereby grants Webarctic, in advance, permission to access the places where that property is located.

Article 20 Complaints and claims

20.1 Client must inspect what has been delivered as soon as possible after handover, delivery or performance.

20.2 Visible defects must be reported to Webarctic in writing, stating reasons, no later than 14 days after delivery or handover.

20.3 Non-visible defects must be reported to Webarctic in writing, stating reasons, no later than 14 days after discovery.

20.4 Complaints do not suspend the payment obligation.

20.5 If a complaint is not made on time, all claims of Client lapse.

20.6 If a complaint proves to be unfounded, all investigation costs and other costs are entirely for Client’s account.

Article 21 Warranties

21.1 Unless agreed otherwise in writing, a limited warranty period of two months after handover applies to development work performed by Webarctic, exclusively for reproducible technical defects that are directly attributable to Webarctic.

21.2 No warranty applies to defects caused by:

a. improper or incorrect use;

b. changes by Client or third parties;

c. third-party software, updates or integrations;

d. browser changes, device differences or platform changes;

e. hacking or security incidents;

f. incorrect or incomplete input from Client.

21.3 After the warranty period has expired, repair work is carried out at Webarctic’s usual rate.

Article 22 Liability

22.1 Any liability of Webarctic is limited to direct damage.

22.2 Webarctic’s total liability is in all cases limited to a maximum of the amount that Client actually paid to Webarctic in the twelve months preceding the incident that caused the damage, with an absolute maximum of the amount paid out by Webarctic’s liability insurer in the case concerned.

22.3 If, for whatever reason, no payment is made under the insurance, Webarctic’s liability is limited to a maximum of the invoice amount of the part of the assignment to which the liability relates.

22.4 Webarctic is never liable for indirect damage, consequential damage, lost profits, lost revenue, missed savings, loss of goodwill, loss of data, reputational damage, stagnation damage, damage due to business interruption, SEO loss, advertising loss or third-party claims.

22.5 Webarctic is not liable for damage resulting from acts or omissions of Client, its employees, auxiliary persons, customers or third parties engaged by Client.

22.6 Any claim for damages lapses if it has not been reported to Webarctic in writing within 30 days of discovery and brought before a court no later than six months after it arose.

22.7 The limitations of liability do not apply to the extent that the damage is the direct result of intent or deliberate recklessness on the part of Webarctic’s management.

Article 23 Indemnification

23.1 Client fully indemnifies Webarctic against all third-party claims related to the performance of the agreement, including but not limited to claims based on:

a. copyright infringement;

b. unlawful or misleading content;

c. product claims;

d. privacy or cookie violations;

e. incorrect product information;

f. violation of consumer law;

g. spam, phishing, malware or misuse via Client’s website or webshop.

23.2 If a third party holds Webarctic liable, Client is obliged to fully assist Webarctic both in and out of court and to reimburse all costs, damage and reasonable attorney fees.

Article 24 Confidentiality

24.1 The parties are obliged to keep confidential all confidential information they receive from each other in connection with the agreement.

24.2 Webarctic may use Client’s name, logo and a brief project description in its portfolio, reference list or commercial communications, unless agreed otherwise in writing.

Article 25 Privacy and GDPR

25.1 Webarctic processes personal data in accordance with applicable privacy legislation, including the GDPR.

25.2 If Webarctic processes personal data as a processor on behalf of Client, the parties will enter into a data processing agreement if desired.

25.3 Client remains responsible for the lawfulness of the personal data supplied by Client and the use of that data.

Article 26 Applicable law and competent court

26.1 All legal relationships between Webarctic and Client are governed exclusively by Dutch law.

26.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is excluded.

26.3 Disputes are submitted exclusively to the competent court in Amsterdam, unless mandatory law prescribes otherwise.

Article 27 Where to find these terms and amendments

27.1 Webarctic makes these general terms and conditions available on its website and will send them free of charge upon request.

27.2 Webarctic is entitled to amend these general terms and conditions. The most recent version always applies to new agreements. Ongoing agreements are governed by the version that applied when the agreement was entered into, unless agreed otherwise in writing or the amendment results from laws or regulations.