ENGLISH:

General Terms and Conditions – Richway (KVK 75284057)

Article 1. Quotes and Applicability of these Terms

1. Quotes from Richway are non-binding and valid for 30 days unless otherwise indicated. All prices are exclusive of VAT unless otherwise stated. These general terms and conditions apply to all agreements between Richway and the client.

Article 2. Formation of the Agreement

1. The agreement is entered into for an indefinite period. Any timelines provided are indicative, as they depend on interim coordination between Richway and the client. If an execution term is nonetheless agreed upon, it is not a strict deadline. In case of exceeding the timeline, the client must give Richway written notice of default.

Article 3. Execution of the Agreement

1. Richway commits to a best-efforts obligation towards the client. To the extent required for the execution of the agreement, Richway has the right to engage third parties. Richway is entitled to accept liability limitations of these third parties.
2. The client shall ensure that all work and data necessary for the execution of the agreement, or which the client should reasonably understand are necessary, are provided to Richway in a timely and competent manner. If this does not happen, Richway has the right to suspend the execution of the agreement and/or charge the client for any additional costs resulting from the delay, without prejudice to the client’s obligation to pay for work already performed.
3. Richway is not liable for damages resulting from reliance on incorrect and/or incomplete data provided by the client.
4. If the agreement is executed in phases, Richway can suspend the execution of parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
5. The method of execution of the assignment is at Richway’s discretion but will be coordinated with the client.

Article 4. Amendment of the Agreement

1. If parties agree to amend or supplement the agreement during its execution, this may affect the completion time. If this has financial and/or qualitative consequences, Richway will inform the client in advance and, if necessary, indicate the extent to which this will result in an overrun of the quoted price.

Article 5. Termination of the Agreement

1. Richway has the right to dissolve the agreement if it can no longer reasonably be expected to perform the agreement further, without prejudice to the client’s obligation to compensate Richway for any damages incurred.
2. Notwithstanding the provisions of paragraph 1, the parties may determine the contract’s end date in mutual consultation, with a mutual notice period of one month.

Article 6. Intellectual Property

1. All products and services delivered by Richway are intended for use by the client and may not be reproduced, made public, or brought to the attention of third parties without Richway’s prior consent. Unless explicitly agreed otherwise, the intellectual property of all delivered items remains fully and unconditionally with Richway.
2. Websites: All websites developed by Richway will include a ‘Made by Richway’ attribution in the footer, unless explicitly agreed otherwise in writing beforehand.
3. Videos: All videos produced by Richway will include a credit in the description (e.g., ‘Produced by Richway’ or ‘Filmed & Edited by Richway’), unless explicitly agreed otherwise in writing beforehand.

Article 7. Defects; Complaint Periods

1. If the client has any complaints about performed work, they must notify Richway in writing within 7 working days after the defects have occurred or within 21 working days after the completion of the work.

Article 8. Additional Work

1. Work or performances that Richway must perform during the execution of the agreement, which could not reasonably have been anticipated at the time of the quote, and additional assignments, are considered additional work. Additional work is charged at Richway’s discretion, either on a time-and-materials basis or based on the pricing of the agreed part.

Article 9. Payment

1. Payment must be made within 30 days of the invoice date. After this period, the client owes Richway a late payment interest of 1.5% per month.
2. Payments made by the client are first applied to the owed interest and costs, then to the longest outstanding invoice amounts, even if the client indicates that the payment relates to a later invoice.
3. Payment cannot be made by set-off.
4. If a project lasts longer than twice the specified duration due to reasons not attributable to Richway, Richway will invoice the project at 100%. The project will be completed on a date to be agreed upon.

Article 10. Collection Costs

1. Richway is entitled to charge the client 15% extrajudicial collection costs on one or more outstanding invoice amounts. If Richway is forced to initiate legal proceedings for collection, including arbitration or binding advice, and Richway is assisted by a lawyer or other legal representative, the client shall also owe Richway the difference between the awarded legal costs and the fee that Richway owes to its lawyer or other legal representative.

Article 11. Liability

1. In the event of an attributable shortcoming towards the client, Richway’s liability is limited to the invoice amount associated with the respective assignment. For parts of a broader agreement, liability is limited to the invoice amount associated with that part. If Richway’s liability insurer makes a payment, Richway is entitled to either pay the assignment amount or the amount paid by its insurer.
2. Richway is not liable for consequential damages or damages incurred by third parties. The client indemnifies Richway against all claims in this regard.
3. If Richway is held liable for infringing third-party rights regarding materials provided by the client, the client indemnifies Richway against such claims. The client must ensure that in such a case, rights-free material is made available to Richway, failing which Richway has the right to declare the agreement terminated out of court, with the client being liable to compensate Richway for damages, including losses and lost profits and to pay for performed work.
4. The client is responsible for what is publicly available.

Article 11b. Hosting and Server Management

If Richway provides hosting services, such services are rendered on a best-efforts basis. Richway will endeavor to ensure the highest possible availability and security of its server infrastructure but does not provide any guarantees regarding uninterrupted accessibility or error-free operation.

Richway shall not be liable for any form of damage arising from (temporary) outages, maintenance activities, cyberattacks, security incidents, or data loss, unless such damage results from intent or gross negligence on the part of Richway.

In particular, Richway shall not be liable for indirect damages, consequential damages, loss of revenue, loss of profit, missed savings, or reputational damage resulting from interruptions or malfunctions in the hosting service.

Unless expressly agreed otherwise in writing, the client is solely responsible for creating and securely maintaining complete backups of their data.

Article 12. Force Majeure

1. Force majeure includes computer failures, computer malfunctions, software and file damage, electricity and telephone network failures, strikes, including strikes at companies from which Richway obtains materials and services, strikes at transport companies, fire and water damage, and other circumstances that hinder the performance of the obligation and are not attributable to Richway.
2. During force majeure, Richway’s obligations are suspended.
3. If Richway has already partially fulfilled its obligations at the time of the force majeure or can only partially fulfill its obligations, it is entitled to invoice the already executed or executable part separately, and the client is obliged to pay this invoice as if it were a separate contract.

Article 13. Dispute Resolution & Applicable Law

Dutch law applies to the agreement between the parties.

The competent court is the one in the district of Haarlem, without prejudice to Richway’s right to bring the case before the court in the client’s district.