Terms of Service
We think it is important that all our customers know what their obligations but also mainly their
rights are. We always try to be as honest as possible and hope not to have to fall back on the Terms of Service.
Latest version as of 16 February 2021 | This is a translated file, the Dutch version is legally binding
In these general terms and conditions, the following terms, always indicated with a capital letter, are used in the following sense.
- Proxeuse: the user of these general terms and conditions, established at Loosduinsekade 209, 2571BX The Hague, registered in the Commercial Register under Chamber of Commerce number 72311967.
- Client: any natural or legal person with whom Proxeuse has entered into, or intends to enter into, an Agreement.
- Consumer: a natural person, not acting in the course of a profession or business.
- Parties: Proxeuse and the Client jointly.
- Agreement: every agreement made between Parties, in the context of which Proxeuse has undertaken to provide Services to the Client.
- Services: the services, work and/or deliveries that Proxeuse has undertaken to provide to the Client in the scope of the Agreement, which may include, but is not limited to, the realization and delivery of a Work, hosting and domain name registration.
- Work: a work produced or to be produced by or on behalf of Proxeuse within the scope of the Agreement, such as a website, webshop or other software.
- Long-term Agreement: an Agreement in which Parties have committed themselves to ongoing, recurring, or successive performance for a specific or indefinite period of time, as in the case of hosting and domain name registration.
- Written: communication in writing, communication by e-mail or any other means of communication that, with a view to the state of the art and generally accepted practice, can be regarded as equivalent to this.
2. General Provisions
- These general terms and conditions apply to every offer made by Proxeuse and to every Agreement that is established.
- These general terms and conditions also apply to Agreements for the execution of which third parties are involved by Proxeuse.
- The applicability of any general terms and conditions of the Client, by whatever name, is explicitly rejected.
- The provisions of these general terms and conditions can only be deviated from explicitly and in writing. If and insofar as the provisions of these general terms and conditions deviate from the provisions explicitly agreed upon in writing by the Parties, the provisions explicitly agreed upon in writing by the Parties shall prevail.
- Annulment or nullity of one or more provisions of these general terms and conditions or the Agreement as such will not affect the validity of the other provisions. In such a case, the Parties will be obliged to consult with each other in order to reach a substitute arrangement with regard to the clause affected. In doing so, the purpose and purport of the original provision shall be taken into account as much as possible.
3. Offer and Conclusion of the Agreement
- All offers made by Proxeuse (including its quotations and contracts offered for signature) are without obligation, even if they specify a period for acceptance. Proxeuse may revoke its offer without delay, or at least as soon as possible after acceptance by the Client.
- The Client cannot derive any rights from an offer made by Proxeuse which contains an obvious mistake or error, or from an offer made by Proxeuse which is based on incorrect or incomplete information supplied by the Client.
- Without prejudice to the provision in paragraph 1, every Agreement is concluded when the Client has accepted Proxeuse's offer in the manner indicated by Proxeuse. If the Client's acceptance deviates from Proxeuse's offer, the Agreement will not be realized in accordance with this deviating acceptance, unless Proxeuse indicates otherwise.
- If the Client concludes the Agreement in the name of another natural or legal person, he declares, by entering into the Agreement, that he is authorized to do so. In addition to this (legal) person, the Client is jointly and severally liable for the fulfilment of all obligations arising from that Agreement.
- Proxeuse is at all times authorised to have the Agreement executed in whole or in part by third parties. The applicability of Sections 7:404 and 7:407(2) of the Civil Code is excluded.
- These general terms and conditions are also stipulated for the benefit of the third parties to whom Proxeuse entrusts part or all of the execution of the Agreement. Consequently, in so far as the right to fulfil the stipulations cannot, by their nature or purport, be exclusively reserved to Proxeuse, these third parties may invoke the provisions of these general terms and conditions against the Client as if they were a party to the Agreement themselves.
- Unless the law, in the given circumstances of the case, imperatively prevents this, Proxeuse is not liable for damages resulting from errors or shortcomings of any third parties it may have involved in the execution of the Agreement.
- It is possible that the third parties who may be involved in the execution of the Agreement by Proxeuse wish to limit their liability in this respect. Proxeuse assumes, and if necessary hereby stipulates, that all Agreements concluded with it include the authority to accept such a limitation of liability also on behalf of the Client.
- Proxeuse in no way accepts any liability for damages resulting from errors or shortcomings of third parties with whom the Client has concluded an Agreement, even if this was done on the advice or recommendation of Proxeuse.
5. Obligations of the Client in General
- The Client is obliged to provide Proxeuse with all information, including documentation, data files etc., reasonably relevant to the setting up and execution of the Agreement, as soon as possible as required for the setting up and execution of the Agreement, in full and in the manner prescribed by Proxeuse. The Client guarantees the accuracy of all the information provided by him to Proxeuse.
- In addition, the Client must always provide Proxeuse with all of the cooperation required to execute the Agreement, including the granting of all powers and authorisations necessary for the proper execution of the Agreement. The Client shall take all reasonable measures to optimize the execution of the Agreement.
Any execution and delivery deadlines which Proxeuse has committed itself to meet with the Client are merely indicative, non-fatal deadlines. Proxeuse may be partly dependent on the Client and/or third parties to meet these deadlines. Proxeuse shall not be in default until the Client has given Proxeuse written notice of default, in which a reasonable time period for performance is stated, and Proxeuse is still in default of performance after the expiry of the last-mentioned time period.
7. Additional Work
The Agreement shall exclusively comprise the performances that were explicitly agreed upon by Parties. Without prejudice to the possibility of Parties to make additional agreements, Proxeuse is never obliged to perform work that goes beyond the content or scope of what was explicitly agreed upon between Parties. If Parties agree that Proxeuse shall perform work that goes beyond the content or scope of the Agreement (hereinafter: "additional work"), such additional work shall be charged to Client at an additional price to be agreed upon between Parties.
8. Annulment of the Agreement
If the Client decides to cancel the Agreement prematurely, Proxeuse shall be entitled to claim compensation for the loss of profit resulting from the cancellation. This compensation is the same amount that Proxeuse would have claimed if the Agreement had been terminated in a regular manner.
9. Works: Execution, Delivery & Correction Rounds
- Without prejudice to what has been explicitly agreed on in this regard, the agreed Work will be performed according to Proxeuse's own technical and creative insight.
- Proxeuse guarantees that the Work is suitable for use in accordance with the usual standards applicable at the time of delivery.
- The Work is based on the specifications agreed upon beforehand between Parties. The Client is entitled to a maximum of two correction rounds included in the price. At the Client's request, corrections will be made to the Work in this respect, provided that these do not violate the agreements previously made between the Parties. Any corrections in a Work desired by the Client that fall outside the scope of the correction rounds are not included in the agreed price and, in so far as corrections are possible, will be made at an additional price to be agreed.
- Upon delivery of (the draft of) the Work, the Client must check within 30 days whether Proxeuse has properly fulfilled the Agreement or whether the Client wishes to have corrections made to the draft, and must inform Proxeuse of this within this period, failing which the Work will be deemed to fulfil the Agreement or the Client will have approved the Work. In that case, the Work is considered final. If the Client does not complain in time or does not request correction of the Work in time, Proxeuse will have no obligation whatsoever arising from such a complaint or such a request by the Client.
- Deviations between the final Work realized on the one hand and what was explicitly agreed on on the other hand cannot be a reason for rejection, compensation, dissolution of the Agreement or compensation for damages if they are minor. Deviations which, taking all circumstances into account, do not reasonably have any influence or only a minor influence on the useful value of the Work, are always considered to be deviations of minor importance. However, at the Client's request and under the conditions set for this purpose, corrections will be made free of charge or, if this can reasonably be expected of Proxeuse, corrections will be made at an additional price to be agreed.
10. Complaints in relation to other Services and Invoices
- The provisions of this article apply to Services other than the realisation of a Work as referred to in the previous article.
- The Client is obliged to inform Proxeuse verbally and in a reasoned manner of any complaint regarding the execution of the Agreement by Proxeuse immediately after it has been established, or at least when it could reasonably have been established that there was a shortcoming, and to subsequently confirm this to Proxeuse by e-mail within two working days, failing which Proxeuse is deemed to have fulfilled its obligations in the matter and the Client can no longer appeal to any shortcoming on the part of Proxeuse in the matter.
- Complaints regarding the amount of the invoice must be motivated and sent to Proxeuse by e-mail within seven days of the invoice date, in the absence of which the Client's right to make an objection will lapse.
- If the Client does not complain in time or does not give reasons, Proxeuse will not be under any obligation as a result of such a complaint by the Client.
- Even if the Client files a timely and well-founded complaint, the Client's obligation to pay in full and on time, as well as its obligation to continue to fulfill the Agreement, remains unaffected by the mandatory legal rights that a Consumer can enforce against Proxeuse.
11. Long-term Agreements
- A Long-term Agreement shall be entered into for the specific term expressly agreed upon in writing, failing which the Tenancy Agreement shall be deemed to have been entered into for an indefinite period.
A Long-term Agreement which has been concluded for a specified period of time will be tacitly extended for an indefinite period of time after the expiry of that specified period, unless
- the Long-Term Agreement has been terminated in time in accordance with the provisions of paragraph 3;
- it has been expressly agreed in writing that the Long-Term Agreement will end by operation of law upon expiry of the fixed term.
- If the agreement is not terminated by operation of law in accordance with subsection 2(b), the agreement will be terminated by giving notice, with due observance of a notice period of one month, but never before the specified period has expired.
- The Client can transfer a domain name registered by Proxeuse to another hosting provider. In case of premature termination of this Long Term Agreement by the Client, the remaining payments for the remaining term of the Long Term Agreement are due and payable immediately. Furthermore, in the event of a domain name transfer, Proxeuse shall be entitled to claim a reasonable fee for the transfer of the domain name, to be determined by Proxeuse. Proxeuse shall provide the Client with a final invoice for that purpose. In that case, the relevant Long-term Agreement shall continue to exist until this invoice has been paid in full. In the case of a transfer of a domain name, Proxeuse shall provide the Client with the transfer code within five days of the Client's request, provided that the aforementioned invoice has been paid in full.
- Proxeuse shall always be entitled to change the agreed price of a Long-term Agreement. Proxeuse shall notify the Client of any price increase no later than two months before the price change takes effect. If the agreement has been made for a definite period of time, the price change will not take effect until this definite period has expired.
12. Force Majeure
- Proxeuse is not obliged to fulfil any obligation resulting from the Agreement if and for as long as it is prevented from doing so by a circumstance for which it cannot be held accountable by virtue of the law, a juristic act or generally accepted practice. In addition to what is understood in this respect in the law and in case law, force majeure shall also include illness of the actual contractor.
- If the situation of force majeure renders compliance with the Agreement permanently impossible or continues for more than two months, the Parties shall be entitled to dissolve the Agreement with immediate effect.
- If Proxeuse has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, it shall be entitled to charge the part of the Agreement already fulfilled, or which can still be fulfilled, separately, as if there were an independent Agreement.
- Without prejudice to the application of the previous paragraph, damage resulting from force majeure shall never be eligible for compensation.
13. Suspension and Dissolution
- Proxeuse is authorized, if the circumstances of the case reasonably justify this, to suspend the execution of the Agreement or to dissolve the Agreement in whole or in part with immediate effect, if and to the extent that the Client does not fulfill his obligations arising from the Agreement, or does not fulfill them on time or in full, or if after the Agreement has been concluded circumstances become known to Proxeuse which give Proxeuse good reason to fear that the Client will not fulfill his obligations. If it is not permanently impossible for the Client to fulfill the obligations in respect of which Proxeuse fails or threatens to fail, the authority to dissolve the Agreement does not arise until the Client has been given written notice of default by Proxeuse, in which notice of default is given a reasonable term within which the Client can fulfill its obligations (as yet) and fulfillment has still not taken place after the last-mentioned term has passed.
- If the Client is in a state of bankruptcy, has applied for a (provisional) suspension of payments, has had his assets seized, or in cases where the Client does not have free disposal of his assets in any other way, Proxeuse is entitled to dissolve the Agreement with immediate effect.
- The Client shall never be entitled to any form of compensation in connection with the right of suspension or dissolution exercised by Proxeuse on the basis of this article.
- The Client is obliged to compensate Proxeuse for any damage suffered as a result of the suspension or dissolution of the Agreement.
- If Proxeuse dissolves the Agreement on the basis of this article, all claims against the Client will be immediately due and payable.
- Suspension and dissolution in the case of hosting: If Proxeuse has committed itself to hosting a Work delivered by Proxeuse within the scope of the Agreement, Proxeuse shall apply the following policy regarding suspension and dissolution, in deviation from the provisions in paragraph 1. If the Client, despite a Written notice to that effect, fails to pay an outstanding payment with regard to hosting, or the completed Work to which the hosting relates, Proxeuse is entitled to suspend the Client's access to the backend of the Work in question. If the outstanding payment, despite a Written Warning, is still not received by Proxeuse within seven days, Proxeuse is entitled to block incoming and outgoing email traffic through the domain in question. The Work may be taken offline by Proxeuse if the Client, despite a further Written warning, continues to be in default of payment for another seven days. In this case, Proxeuse is also entitled to dissolve the Agreement.
14. Prices, Costs and Payments
- Without prejudice to the provisions of the following paragraph, Proxeuse's offer shall include the most accurate possible statement of price factors, which may include, but are not limited to, a fixed price, an hourly rate, a guide price and a periodic rate in the context of Duration Agreements. If, however, the Parties agree on additional work after the Agreement has been concluded, the provisions of Article 7 shall apply.
- Unless explicitly stated otherwise, all amounts mentioned by Proxeuse and owed by the Client are exclusive of VAT, on the understanding that an offer aimed at Consumers states amounts that are (also) inclusive of VAT.
- Unless the Parties have expressly agreed otherwise in writing, Proxeuse is entitled to demand partial or full payment in advance. In the case of a continuing performance contract, Proxeuse shall invoice the Client annually.
- Proxeuse shall not be obliged to execute or further execute the Agreement as long as the Client is in default with respect to any payment obligation to Proxeuse which is already due and payable.
- Payments must be made in the manner indicated by Proxeuse and within the term indicated by Proxeuse. In the case of payment by transfer, Proxeuse applies a standard payment term of 30 days from the invoice date, but may deviate from this in individual cases, for example in the case of a down payment.
- If payment by direct debit has been agreed and the direct debit authorisation is withdrawn or if a payment is reversed, payment must still be made by transfer within the period stated on the invoice by Proxeuse. In these cases, without prejudice to the provisions in sections 9 and 10, Proxeuse is also entitled to charge the costs associated with the revocation and/or reversal as well as administrative costs to be determined in all reasonableness per invoice.
- Proxeuse is entitled to make the invoices due to the Client available to the Client by e-mail only.
- The Client shall always be obliged to pay without appeal to suspension or settlement, except insofar as the law prevents this for the benefit of the Consumer.
- If payment is not made on time, the Client shall be in default by operation of law. As from the day on which the default takes effect, the Client shall owe an interest of 2% per month over the outstanding amount, whereby part of a month shall be considered to be a full month. Contrary to the previous sentence, the statutory interest rate applies instead of the contractual interest rate referred to therein if the Client acts in the capacity of a consumer.
- All reasonable costs, both judicial, extrajudicial and execution costs, incurred to obtain the amounts due by the Client shall be borne by the Client.
15. Liability and Indemnity
- Proxeuse is not liable for damage caused by and/or related to inaccuracies or incompleteness in the information provided by the Client, or any other failure in the fulfilment of the Client's obligations arising from the law or the Agreement.
- If, for the purpose of executing the Agreement, the Client supplies Proxeuse with goods, such as data files, images, videos etc., which are protected by the Copyright Act or any other intellectual property right, the Client guarantees that there will be no infringement of intellectual property rights of third parties and indemnifies Proxeuse in and out of court from all consequences arising from the use, duplication or reproduction thereof.
- The Client is aware that Proxeuse cannot reasonably be expected to offer complete protection for the Works delivered against the security risks involved in a connection to the Internet, and that these risks are greater in the case of a permanent connection to the Internet. If the Client wishes to reduce or exclude these risks, the Client must set up a proper firewall and virus protection at its own expense and risk, unless it has been explicitly agreed that the Service provided by Proxeuse also provides this.
- Proxeuse is not liable for damage caused by errors, misconfiguration and the non-functioning of a delivered Work because certain scripts, codes or plug-ins no longer work with outdated versions of scripting languages or plug-ins from third parties that can no longer be updated or cause problems in any other sense.
- Except for intent and deliberate recklessness on its part, Proxeuse is never liable for damages as a result of loss, change or damage of data and other information of the Client.
- Proxeuse is not liable for any infringement of (intellectual property) rights of the Client by third parties.
- Barring intentional or deliberate recklessness on its part, Proxeuse shall never be liable for damages resulting from breaches by third parties of a Work delivered by Proxeuse, whether or not resulting from inadequate security of the Work.
- Proxeuse is not liable for damages resulting from failures or maintenance to be performed on servers and other systems on which the Service of Proxeuse depends.
Proxeuse shall never be liable for indirect damages, including any losses, loss of profits and damages resulting from business stagnation. Without prejudice to the provisions in the rest of these general terms and conditions and in particular in section 11, Proxeuse can only be held liable towards the Client for direct damage suffered by the Client as a result of an attributable failure on the part of Proxeuse to fulfil the Agreement. Culpable shortcoming is to be understood as a shortcoming that a good and careful professional can and should avoid, all this in consideration of normal vigilance and the professional knowledge and means required to execute the Agreement. Direct damage is exclusively understood to mean:
- the reasonable costs incurred to establish the cause and the volume of the damage, in so far as such establishment relates to damage that qualifies for compensation within the meaning of these General Terms and Conditions;
- any reasonable costs incurred to have the deficient performance by Proxeuse fulfil the Agreement, insofar as they can be attributed to Proxeuse;
- reasonable costs incurred to prevent or limit damage, insofar as Client demonstrates that these costs have led to the limitation of direct damage in the sense of these general terms and conditions.
- Should Proxeuse be liable for any damage, Proxeuse shall always have the right to repair this damage. Client must give Proxeuse the opportunity to do so, failing which any liability on the part of Proxeuse in this respect shall lapse.
- Liability of Proxeuse, barring intentional or deliberate recklessness on its part, is limited to a maximum of the invoice value of the Agreement, or at least to that part of the Agreement to which Proxeuse is liable. If the Agreement has a duration of more than three months, only the invoice value of the last three months will be used to determine the value of the invoice as referred to in the previous sentence.
- Contrary to the statutory limitation period, the limitation period for all claims and defences against Proxeuse is one year.
- 13. The Client shall indemnify Proxeuse from any claims and demands by third parties for damages of which the cause can be attributed to others than Proxeuse. If Proxeuse is held liable by third parties for this reason, then the Client is obliged to assist Proxeuse both extra-judicially and judicially and to immediately do everything that may reasonably be expected of him in that case. Should the Client fail to take adequate measures, then Proxeuse is entitled to do so itself, without notice of default. All costs and damages incurred by Proxeuse and/or third parties as a result will be fully at the expense and risk of Client.
16. Intellectual Property
- Proxeuse, or a third party who is considered to be the creator of the Work, reserves all rights and powers of intellectual property to which it is entitled under the law, such as the Dutch Copyright Act. The ownership of Works delivered by or on behalf of Proxeuse, as well as ideas, images, concepts etc. provided, remains with the creator. These goods may only be used by the Client or his legal successor for the purposes intended by the Parties when entering into the Agreement and thus may not be duplicated, reproduced, edited or passed on to third parties without the prior written permission of Proxeuse or the third party copyright holder. The Client is not permitted to use parts of a completed Work as part of another production.
- If and for as long as the Client continues to fully meet its obligations arising from the Agreement, he, or his legal successor, will receive an exclusive licence to use the final Work for the purposes laid down in the Agreement. If no agreements were made regarding these purposes, the licence will be limited to the use of the Work for which plans existed at the time the Agreement was concluded. These plans must demonstrably have been made known to Proxeuse before the Agreement was entered into. Making available and transferring to the Client rights to other goods than the definitive Work, including "the raw material", is not possible.
- Parties can later agree in writing that the Client buys off rights of intellectual property to the completed Work. A licence fee or royalty fee may be used to establish an agreed form of use in order to make it possible for the Client or its legal successor to use it outside the purposes of use referred to in the previous paragraph. Licences relating to the use of music are not covered by this provision. The Client is responsible for arranging any necessary music licenses.
- A breach of the provisions of the previous subsections that can be attributed to Client gives Proxeuse the right to demand immediate rectification of the breach, as well as compensation for damages to be determined on the basis of the nature and scope of the breach.
- Unless explicitly agreed otherwise in writing, the Services do not include conducting research into the existence of patent rights, trademark rights, drawing or model rights, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the Client.
- Unless, given the nature of the Work, this cannot reasonably be required of the Client, Proxeuse is entitled to mention its name on the Work or to remove it. Without prior written permission from Proxeuse, the Client is not permitted to use the Work without mentioning this name.
- Proxeuse has the right to publish and/or reproduce the Work or parts thereof for its own promotion, for example on its website, without requiring the Client's prior permission and without having to pay any compensation. This provision also includes "the raw material". The intended use by Proxeuse is however only possible after the Work has been delivered to the Client.
17. Final Provisions
- Every Agreement and all legal relationships arising between the Parties shall be governed exclusively by Dutch law.
- Before resorting to the courts, Parties shall be obliged to make every effort to settle the dispute in mutual consultation.
- Except in so far as the law, under the given circumstances of the case, imperatively prevents this, only the competent court within the district of Proxeuse's domicile shall be designated to take cognisance of any legal disputes between Parties.
- If these general terms and conditions are available in several languages, the Dutch-language version shall always be decisive for the interpretation of the stipulations contained therein.