Terms and Conditions
1. DEFINITIONS
1.1 In these Terms and Conditions, unless expressly stated otherwise, the following terms have the meanings indicated below:
- Services: All services provided by Wildbos or its authorized third parties/employees for the Client, including but not limited to internet-based business solutions, website development, and, specifically, the creation of bespoke LinkedIn profile visuals.
- Client: The party contracting with Wildbos.
- Agreement: Any mutual acceptance, confirmed in writing (including via email), whereby Wildbos agrees to deliver one or more Services to the Client.
- Parties: Wildbos and the Client.
- Wildbos: The trade name established at [address] – Cornelis Evertsenplein 32, 1813VJ, Alkmaar – registered in the Chamber of Commerce under number 92172369, and the user of these Terms and Conditions.
- Conditions: These Terms and Conditions.
2. GENERAL
2.1 These Terms and Conditions apply to every offer, quotation, and Agreement unless the Parties explicitly agree in writing otherwise.
2.2 These Conditions also apply to all Agreements involving third-party services.
2.3 The use of any purchase or other conditions of the Client is hereby expressly rejected.
2.4 If one or more provisions in these Terms and Conditions are found to be null or void, the remaining provisions will continue in full force and effect. In such cases, the Parties will consult in good faith to replace the invalid provision(s) with new provisions that closely reflect the original intent.
3. OFFERS AND QUOTATIONS
3.1 All offers and quotations by Wildbos are non-binding and remain valid for 10 days unless stated otherwise. Wildbos is only bound by an offer if the Client confirms acceptance in writing within the validity period.
3.2 Any deviations in the Client’s acceptance from the original offer do not bind Wildbos unless expressly accepted.
3.3 A composite quotation does not obligate Wildbos to deliver only a portion of the Service for a proportionate price.
3.4 Offers or quotations are not automatically applicable to future assignments.
4. EXECUTION OF THE AGREEMENT
4.1 Wildbos will execute the Agreement with due diligence based on the current state of knowledge.
4.2 Wildbos reserves the right to subcontract portions of the work to third parties where necessary.
4.3 Wildbos will exercise reasonable care in performing the Services and selecting third parties; however, it does not guarantee the achievement of a specific result and is not liable for third-party errors.
4.4 In engaging third parties, Wildbos will secure non-disclosure agreements to protect the Client’s sensitive information.
4.5 Wildbos is not liable for errors resulting from incorrect or incomplete information provided by the Client.
4.6 Where the Agreement is executed in phases, Wildbos may suspend subsequent phases until written approval of the preceding phase is obtained from the Client.
4.7 If Services are performed at the Client’s location or a designated site, the Client must provide reasonable care and support.
4.8 The Client indemnifies Wildbos against any third-party claims arising in connection with the performance of the Agreement attributable to the Client.
5. MODIFICATION OF THE AGREEMENT
5.1 During the execution of the Agreement, if modifications or supplements become necessary for proper performance, the Parties shall adjust the Agreement in a timely manner through mutual consultation.
6. CONTRACT DURATION; EXECUTION TIME
6.1 Unless otherwise specified or agreed in writing, the Agreement is entered into for an indefinite period.
6.2 For fixed-term Agreements, renewal will occur tacitly for the same duration unless agreed otherwise in writing.
6.3 Deadlines for the completion of certain work within the Agreement are not strict unless explicitly agreed. Delays must be formally communicated by the Client, who shall then reimburse Wildbos for any additional work at the agreed rates, except where delay is due to Wildbos’s intent or gross negligence.
7. HONORARIUM
7.1 The Parties may agree on a fixed fee at the time of the Agreement’s conclusion.
7.2 In the absence of a fixed fee, the fee will be based on the actual hours worked at Wildbos’s prevailing hourly rates, unless a different rate has been agreed upon.
7.3 All fees and cost estimates are exclusive of VAT, governmental levies, and unforeseen costs unless stated otherwise.
7.4 For Agreements longer than two months, payments will be invoiced periodically.
7.5 Wildbos reserves the right to adjust its prices and rates.
7.6 Rates are calculated per project; additional charges (50% surcharge) apply for emergency work, overtime, or weekend work. Budgets allow a tolerance of 15%. A surcharge of 18% applies for third-party purchases unless otherwise agreed.
8. PAYMENT
8.1 Payment is due within 14 days of the invoice date in the currency specified by Wildbos. Work commences upon receipt of a 50% starting invoice, unless otherwise agreed. Disputes regarding invoice amounts do not suspend payment obligations.
8.2 If the Client fails to pay on time, requests suspension of payment, or is declared bankrupt, the Client is automatically in default. In such cases, all claims become immediately due, and Wildbos may charge for a full month’s work even if services are discontinued mid-month. Interest at 1% per month (or the statutory rate if higher) will accrue from the default date until full payment is received.
8.3 All extrajudicial and judicial collection costs are borne by the Client, based on the collection rate of the Voorwerk II report by the Dutch Association for the Judiciary, unless actual costs are higher.
8.4 Payments will be applied first to costs, then to accrued interest, and finally to the principal sum. Wildbos may refuse a payment allocation order that deviates from this procedure.
8.5 Wildbos may charge statutory interest on overdue amounts for the duration of the delay.
9. RESERVATION OF OWNERSHIP
9.1 All deliverables, including designs, sketches, drawings, films, software, electronic files, etc., remain the property of Wildbos until the corresponding phase, as specified in the quotation, is completed.
9.2 The Client is not permitted to encumber or pledge these items in any way until title has passed.
9.3 If third parties attempt to seize these items or assert rights over them, the Client must immediately notify Wildbos.
10. COMPLAINTS
10.1 The Client must report any complaints in writing within 8 days of discovery and no later than 14 days after completion of the relevant Services. Failure to do so implies acceptance of the invoice.
10.2 If only part of an invoice is disputed, the undisputed portion must still be paid. The Client is not entitled to set-off or withhold payment.
10.3 Should a complaint be substantiated, Wildbos will continue to perform the Services unless it is demonstrably pointless for the Client, in which case the Client must provide written substantiation.
10.4 If performance becomes impossible or ineffective, Wildbos’s liability is limited as per Article 13, unless the Client or its designated third parties have contributed to the situation.
11. CANCELLATION
11.1 Either Party may terminate the Agreement in writing at any time unless otherwise agreed.
11.2 If the Client terminates the Agreement prematurely, Wildbos is entitled to compensation for loss of occupancy and plausibility unless the termination is demonstrably attributable to Wildbos. In addition, the Client must pay for Services performed up to the termination date. Preliminary results remain subject to reservation.
11.3 If Wildbos terminates the Agreement prematurely, Wildbos will, in consultation with the Client, transfer any ongoing work to third parties, with any extra costs offset to the Client.
12. SUSPENSION AND DISSOLUTION
12.1 Wildbos may suspend or dissolve the Agreement if:
- The Client fails to fulfill its obligations;
- Circumstances arise that reasonably suggest the Client will not meet its obligations; or
- The Client fails to provide required security for its obligations.
12.2 Wildbos may also dissolve the Agreement if circumstances arise that make continued performance unreasonable or impossible.
12.3 Upon dissolution, all Wildbos’s claims become immediately due. Suspension of performance does not forfeit any legal rights.
12.4 Wildbos reserves the right to claim compensation in all such cases.
13. LIABILITY
13.1 The Client is entitled to compensation for direct damages caused by Wildbos’s legally attributable actions:
- If Wildbos is insured for the damage, compensation is limited to the insurance payment plus any applicable excess; or
- If uninsured, compensation is limited to the fee (excluding VAT and additional costs) incurred by Wildbos in the year the Service was provided and invoiced.
13.2 Wildbos is not liable for indirect, consequential damages, loss of profit, missed savings, or business stagnation.
13.3 The Client’s right to compensation lapses 6 months after the event causing the damage, directly or indirectly.
13.4 The limitations on liability do not apply in cases of intent or gross negligence by Wildbos or its representatives.
14. INDEMNITIES
14.1 The Client indemnifies Wildbos against any third-party claims relating to intellectual property rights regarding materials or data provided by the Client for the Agreement.
14.2 If the Client supplies information carriers, electronic files, software, etc., the Client guarantees that these are virus-free, defect-free, and properly licensed. The Client indemnifies Wildbos against any resulting damage.
15. RISK TRANSITION
15.1 The risk of loss or damage to items delivered under the Agreement passes to the Client upon legal and/or actual delivery, or once the items are under the control of the Client or a designated third party.
16. FORCE MAJEURE
16.1 Neither Party is obligated to perform any obligation if prevented by circumstances beyond its control that are not attributable to fault.
16.2 “Force majeure” includes any external event, foreseen or unforeseen, beyond Wildbos’s control that prevents performance, including labor strikes at Wildbos.
16.3 Wildbos may invoke force majeure even if the event occurs after partial fulfillment of its obligations.
16.4 During a force majeure event, obligations are suspended. If such a period exceeds two months, either Party may dissolve the Agreement without compensation for damages.
16.5 Should Wildbos have partially performed its obligations and these portions are independently valuable, Wildbos may invoice these separately, and the Client must pay accordingly.
17. CONFIDENTIALITY
17.1 Both Parties shall maintain the confidentiality of any non-public, sensitive information received during the Agreement, unless disclosure is required by law.
17.2 Should disclosure be mandated by a statute or court order, the disclosing Party is not liable for damages provided it notifies the other Party, who in turn cannot dissolve the Agreement based on such disclosure.
18. INTELLECTUAL PROPERTY AND COPYRIGHTS
18.1 Wildbos retains all rights and licenses under the applicable Copyright Act for any work created.
18.2 Wildbos reserves the right to utilize the knowledge gained during the performance of the Services for other projects, provided that no confidential information is disclosed.
18.3 Wildbos is not obliged to provide source files and may reuse work elements in future projects.
18.4 Wildbos is entitled to use the Client’s company name and logo on its website and social media channels, as applicable.
18.5 Unique Visuals for LinkedIn Profiles:
- All visual content created specifically for LinkedIn profiles is bespoke and intended solely for the designated Client.
- The Client is expressly prohibited from using, replicating, or distributing these visuals for other profiles or for any other purpose, including for colleagues or third parties, unless a separate license fee is purchased for such use.
- Any unauthorized use of these visuals will be considered a breach of these Terms and may result in legal action and the recovery of damages.
19. NON-TAKEOVER OF STAFF
19.1 During the term of the Agreement, and for one year thereafter, the Client shall not directly or indirectly hire or engage employees of Wildbos or those of its subcontractors without prior written consent from Wildbos.
19.2 In the event of a breach, the Client shall pay Wildbos a fine of €40,000 per event and €2,500 per day for each day the violation continues, without prejudice to Wildbos’s right to claim additional compensation.
20. FINAL PROVISIONS
20.1 Only Dutch law shall govern each Agreement.
20.2 The courts in Amsterdam shall have exclusive jurisdiction to resolve any disputes, provided that the Parties first attempt to resolve any dispute through mutual consultation.
21. DOMAIN NAMES AND IP ADDRESSES
21.1 The application, allocation, and use of any domain name and/or IP address are subject to the rules and procedures of the relevant registration authorities, including Stichting Internet Domeinregistratie Nederland. Wildbos acts solely as an intermediary and does not guarantee registration.
21.2 The Client will be notified on the invoice once the requested domain name has been registered.
21.3 Domain names will be registered in the Client’s name, and the Client is solely responsible for their use. The Client indemnifies Wildbos against any third-party claims arising from the use of the domain name.
22. DATA / E-MAIL TRAFFIC
22.1 The maximum data and e-mail traffic allowed is determined by the purchased package, with current specifications stated in the Agreement. Wildbos may update these specifications without prior notice.
22.2 If excessive use is detected (including from spam or hacks), Wildbos will notify the Client, who may either pay a surcharge or reconfigure the website within 12 hours of notification. Failure to comply may result in the removal of the website from Wildbos’s servers.
22.3 In cases of bulk mail or spam related to domain names/accounts managed by Wildbos, the domain may be closed without prior consultation. Any related costs will be charged to the Client.
22.4 The Client shall not claim compensation for any damages resulting from Wildbos’s actions under this article.
22.5 Should the Client exceed the maximum data/e-mail traffic limits, Wildbos may propose a structural increase to the agreed limit.
23. MAINTENANCE AND WORK
23.1 Wildbos reserves the right to temporarily decommission its systems for maintenance, improvements, or innovation without prior notice.
23.2 Wildbos may make changes to the login procedure for its Services as necessary.
23.3 Wildbos may update the Services provided at any time, provided that such changes do not adversely affect the functionality or core characteristics of the Service. For free Services, Wildbos reserves the unconditional right to amend or change the Service.
23.4 Wildbos is not liable for any damage incurred by the Client as a result of these changes.
24. SECURITY AND DATA PROTECTION
24.1 The Client is responsible for the proper use of assigned user/domain names, passwords, and email addresses. Wildbos may make changes to these for Service integrity and security purposes.
24.2 Wildbos is not liable for damage caused by third parties’ misuse of Wildbos’s Services.
24.3 The Client indemnifies Wildbos against any third-party claims arising from the Client’s use of Wildbos’s Services or the Internet.
24.4 Wildbos is not liable for hardware or software damage resulting from malicious software or computer viruses. Wildbos may, at its discretion, use antivirus software to mitigate such risks.
24.5 The Client is responsible for regularly backing up its data. Wildbos is not liable for data loss or software damage during or after the provision of the Services.
24.6 Electronic communications are deemed received on the day of dispatch unless proven otherwise by the Client. Issues with email delivery remain the Client’s responsibility.
24.7 Wildbos is not liable for misunderstandings, delays, or incomplete transmissions resulting from the use of electronic communication.
Updated: 19-02-2025