Terms and Conditions
Clear agreements for a great collaboration. Transparent and fair, just as it should be.
Table of Contents
Terms and Conditions
WeInnovate (Shadowfang Solutions)
1. Company Information
The sole proprietorship WeInnovate (trading under the name Shadowfang Solutions) is located in Hengelo and registered in the Commercial Register of the Dutch Chamber of Commerce.
- Trade Name: WeInnovate (t.a.a. Shadowfang Solutions)
- Address: Oude Boekeloseweg 33, 7553 DS Hengelo, Netherlands
- Email: info@weinnovate.nl
- Phone: +31851306466
- CoC (KvK) Number: 95291202
- VAT Number: NL003424968B21
2. Applicability
2.1. These general terms and conditions apply to all quotations, offers, activities, agreements, and deliveries of services or goods by or on behalf of WeInnovate.
2.2. Deviations from these terms are only binding if expressly confirmed in writing by WeInnovate.
2.3. The applicability of any purchasing or other conditions of the client is expressly rejected.
3. Services
3.1. WeInnovate provides services in the areas of web design, web development, hosting, maintenance, and online marketing (SEO).
3.2. WeInnovate executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
3.3. If and insofar as a proper execution of the agreement requires this, WeInnovate has the right to have certain activities performed by third parties.
4. Quotations and Agreements
4.1. All quotations and offers from WeInnovate are non-binding, unless a deadline for acceptance is stated in the quotation. If no acceptance period is set, no rights can be derived from the quotation or offer.
4.2. An agreement is concluded at the moment the client has accepted the quotation in writing or digitally, or when WeInnovate has started the execution of the work.
4.3. The prices stated in the quotation are exclusive of VAT and other government levies, unless indicated otherwise.
5. Additional Work
5.1. If during the execution of the agreement it becomes apparent that it is necessary to change or supplement the work to be performed for proper execution, parties will adjust the agreement in a timely manner and in mutual consultation.
5.2. If the amendment or supplement to the agreement has financial and/or qualitative consequences, WeInnovate will inform the client of this in advance.
5.3. WeInnovate is entitled to charge additional costs if these are the result of changed instructions or wishes of the client that fall outside the original assignment.
6. Payment
6.1. Payment must be made within 14 days of the invoice date, in a manner indicated by WeInnovate in the currency in which the invoice is drawn up, unless agreed otherwise in writing. For projects, a standard 30-30-40 structure applies unless explicitly agreed otherwise.
6.2. If the client fails to pay an invoice on time, the client is legally in default. The client will then owe the statutory (commercial) interest.
6.3. Objections to the amount of an invoice do not suspend the payment obligation.
7. Hosting and Third Parties
7.1. If WeInnovate provides hosting services, WeInnovate will make every effort to guarantee the highest possible availability but does not guarantee 100% uptime.
7.2. WeInnovate is not liable for outage or unavailability of the server/website as a result of force majeure, internet malfunctions, or issues at the hosting provider.
7.3. The client may not use the hosting services for actions that are contrary to Dutch law, morality, or public order.
8. Liability
8.1. WeInnovate is not liable for damage of any kind arising because WeInnovate relied on incorrect and/or incomplete data provided by or on behalf of the client.
8.2. The liability of WeInnovate is in any case always limited to the amount paid out by its insurer where appropriate, or failing that, to a maximum of the invoice amount of the relevant assignment (excluding VAT).
8.3. WeInnovate is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage due to business stagnation.
9. Intellectual Property
9.1. All items supplied by WeInnovate, including designs, sketches, software, texts, and other materials, remain the property of WeInnovate until the client has fulfilled all subsequent obligations under all agreements concluded with WeInnovate.
9.2. Unless otherwise agreed, all intellectual property rights to the works developed by WeInnovate remain with WeInnovate. Upon full payment, the client acquires an exclusive right of use.
10. Maintenance and Support
10.1. Maintenance agreements are entered into for an indefinite period, with a minimum duration of 12 months, unless agreed otherwise.
10.2. WeInnovate will endeavor to resolve malfunctions and bugs as quickly as possible but cannot guarantee that all errors will be fixed.
10.3. Updates to CMS systems and plugins are performed if this is part of the agreed maintenance package.
11. Cancellation and Termination
11.1. Both parties can cancel the agreement in writing at any time subject to a notice period of one month, unless agreed otherwise (for example, with hosting or maintenance contracts).
11.2. WeInnovate is authorized to suspend the fulfillment of obligations or to terminate the agreement if the client does not, not fully, or not timely fulfill the obligations under the agreement.
12. Demos and Preview Websites
12.1. Demos and preview websites produced free of charge by WeInnovate for promotion or as part of a quotation request remain fully the property of WeInnovate.
12.2. The client is not permitted to use, copy, or have recreated (parts of) the design, code, or structure of a demo without explicit written permission and payment.
13. Client Obligations
13.1. The client ensures that all data, which WeInnovate indicates is necessary or which the client should reasonably understand is necessary for the execution of the agreement, is provided to WeInnovate in a timely manner.
13.2. The client vouches for the correctness, completeness, and reliability of the data and documents made available.
14. Force Majeure
14.1. WeInnovate is not obliged to fulfill any obligation towards the client if hindered from doing so as a result of a circumstance that is not due to fault, and for which WeInnovate is not accountable by law, a legal act, or generally accepted views.
14.2. In these terms and conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which WeInnovate cannot exercise influence, but which prevent WeInnovate from fulfilling its obligations.
15. Applicable Law and Disputes
15.1. All legal relationships to which WeInnovate is a party are exclusively governed by Dutch law.
15.2. The court in the place of establishment of WeInnovate has exclusive jurisdiction to hear disputes, unless the law strictly prescribes otherwise.