Vuewer

Terms and Conditions

Version 1.1 - November 2024

Article 1: Definitions

  1. Vuewer is a sole proprietorship that aims to create SaaS, build websites, design corporate identities and logos, and perform related activities, all in the broadest sense.

  2. In these General Terms and Conditions, 'Client' means: the legal entity, the partnership of legal entities, or the intermediary or representative acting on their behalf who uses Vuewer's Services and instructs Vuewer to provide Services as referred to in paragraph 4 of this article.

  3. In these General Terms and Conditions, 'Agreement' means: the legal relationship between Vuewer and Client, in the broadest sense.

  4. In these General Terms and Conditions, 'Services' means: all products and services delivered by Vuewer and/or third parties engaged by it to Client, as well as all other work performed by Vuewer for Client, of whatever nature, carried out in the context of an assignment, including work that is not performed at the express request of Client.

  5. In these General Terms and Conditions, 'Website' means: the website www.vuewer.com.

  6. In these General Terms and Conditions, 'Client Website' means: a website built by Vuewer for Client as part of an assignment.

  7. In these General Terms and Conditions, 'Hosting Website' means: a website that, as part of an Agreement, is maintained by Vuewer on behalf of Client.

  8. In these General Terms and Conditions, 'in writing' also includes communication by email.

Article 2: Applicability of the General Terms and Conditions

  1. The General Terms and Conditions apply to all Agreements concluded between Client and Vuewer where Vuewer offers Services or delivers products.

  2. Deviations from these General Terms and Conditions are only valid if expressly agreed upon in writing with Vuewer.

  3. Client's own terms and conditions are expressly rejected, unless expressly agreed otherwise in writing.

  4. These General Terms and Conditions also apply to additional or amended assignments from Client.

Article 3: The Agreement

  1. All offers on the Website are entirely without obligation, unless expressly stated otherwise.

  2. Client can contact Vuewer to make a request for the offered Services. Vuewer will discuss with Client regarding their expectations and can then prepare a quote that will be sent to Client. The Agreement only comes into effect through a written confirmation of the quote by Client.

  3. If Vuewer sends a confirmation to Client, it is decisive for the content and interpretation of the Agreement, subject to manifest clerical errors. Vuewer cannot be held to its offer if Client can reasonably understand that the offer, or any part thereof, contains an obvious mistake or error.

  4. If Client makes notes or gives reactions to Vuewer's quote, they do not form part of the Agreement, unless Vuewer confirms these in writing.

  5. An assignment by Client that is not preceded by a written quote requires written acceptance by Vuewer.

Article 4: Execution of the Agreement

  1. Vuewer will endeavor to perform the Services to the best of its insight and ability and in accordance with the requirements of good workmanship, as well as in accordance with the written agreements as much as possible.

  2. Vuewer has the right to have certain work performed by third parties.

  3. When engaging third parties, Vuewer will exercise due care. In selecting these third parties, Vuewer will, as far as is reasonably possible and customary in the relationship with Client, consult with Client. The costs of engaging third parties are for Client's account and will be charged to Client by Vuewer.

  4. Client ensures that all data, which Vuewer indicates are necessary or which Client should reasonably understand to be necessary for the execution of the Agreement, are provided to Vuewer in a timely manner. If the data required for the execution of the Agreement are not provided to Vuewer in time, Vuewer has the right to suspend the execution of the Agreement.

  5. Client ensures that Vuewer can perform its Services in a timely and proper manner. If Client fails to meet its agreements in this regard, it is responsible for any resulting damage.

  6. If a term has been agreed or specified for the performance of Services, this is never a strict deadline. If a term is exceeded, Client must give Vuewer written notice of default. Vuewer must be offered a reasonable term to still execute the Agreement.

Article 5: Amendment of the Agreement

  1. If during the execution of the Agreement it appears necessary to change or supplement it for proper execution, Vuewer and Client will timely and mutually agree to adjust the Agreement.

  2. If the Agreement is amended, including an addition, it is an additional assignment. A separate agreement regarding remuneration will be made in advance for this additional assignment. Without additional agreements, the original conditions apply, with the extra Services being paid at the agreed rate.

  3. Not or not immediately executing the amended Agreement does not constitute a breach of contract by Vuewer and is not grounds for Client to terminate or dissolve the Agreement.

  4. Changes to the originally concluded Agreement between Vuewer and Client are only valid from the moment these changes have been accepted by both parties through an additional or amended Agreement. Changes are made in writing.

Article 6: Suspension, dissolution and interim termination of the Agreement

  1. If Client does not, not fully or not timely fulfill its obligations arising from the Agreement, or if Vuewer has good reason to fear that Client will fail in those obligations, Vuewer is entitled to suspend the fulfillment of obligations or to dissolve the Agreement without any obligation on its part to pay any compensation or indemnification, while Client, by virtue of default, is obliged to pay compensation or indemnification.

  2. Furthermore, Vuewer is authorized to dissolve the Agreement if circumstances arise of such nature that fulfillment of the Agreement is impossible or if other circumstances arise of such nature that unaltered maintenance of the Agreement cannot reasonably be required.

Article 7: Cancellation

  1. After the Agreement has been concluded, Client has a reflection period of one (1) week. If an agreed term between Client and Vuewer entails that work will already commence in the first week after the conclusion of the Agreement, Client hereby expressly waives this right of cancellation.

Article 8: Costs, remuneration and payment

  1. All amounts mentioned in the quote are in euros and exclusive of VAT, unless stated otherwise.

  2. Vuewer has the right to correct obvious clerical errors in the price quote.

  3. Interim price changes are passed on to Client.

  4. Payment is made by bank transfer following an invoice, or with Creditcard.

  5. Upon conclusion of the Agreement, Client is required to make a down payment of 50% of the entire agreed amount.

  6. Client has the duty to immediately inform Vuewer of any inaccuracies in the stated or provided payment details.

  7. If Client fails to pay an invoice on time, Client is legally in default, without further notice of default being required. Client then owes the weekly interest. The interest on the due amount will be calculated from the moment Client is in default until the moment of payment of the full amount due.

  8. If Vuewer decides to collect a claim due to non-payment of one or more unpaid invoices through legal proceedings, Client is, in addition to the principal sum due and the interest mentioned in paragraph 6 of this article, also obliged to reimburse all reasonable judicial and extrajudicial costs. The compensation for incurred judicial and extrajudicial costs is determined in accordance with the then applicable Decree that relates to compensation for extrajudicial collection costs.

  9. Vuewer is free to proceed with the delivery of the Services only when Client has paid the due claim in accordance with paragraph 7 of this article.

Article 9: Client Website

  1. Vuewer and Client can enter into an Agreement regarding a Client Website that Vuewer designs and builds for Client. After such an Agreement is concluded, Client must provide all information and data that Vuewer needs to build the Client Website within two (2) weeks. If Client fails to provide this information and data within the agreed term, the term within which Vuewer must deliver is extended by as many days as pass until the moment Client provides the data.

  2. After Vuewer has built a Client Website for Client, it will deliver it to Client. From the moment of delivery, Client has two (2) weeks to make comments or remarks known to Vuewer, after which Vuewer will adjust the Client Website where desired and possible.

  3. Payment for the Services by Client only becomes due at the moment of approval by Client. With the expiry of the two-week period mentioned in paragraph 2 of this article, the Client Website is considered approved.

Article 10: Corporate identities and logos

  1. When Vuewer and Client enter into an Agreement according to which Vuewer will design one or more corporate identities or logos for Client, an intake interview is scheduled by the parties. this interview, Client's expectations are discussed. Client is responsible for ensuring that Vuewer obtains a correct picture of their wishes and expectations.

  2. After Vuewer has designed a corporate identity or logo for Client, it will deliver it to Client. From the moment of delivery, Client has two (2) weeks to make comments or remarks known to Vuewer, after which Vuewer will adjust the design where desired and possible.

  3. Payment for the Services by Client only becomes due at the moment of approval by Client. With the expiry of the two-week period mentioned in paragraph 2 of this article, the design is considered approved.

Article 11: Web hosting

  1. An Agreement for web hosting can be entered into with regard to a Client Website or an existing website of Client. This Agreement has a duration of one (1) year.

  2. An Agreement as referred to in paragraph 1 of this article is automatically renewed for a period of one (1) year after the expiry of its term. This applies similarly to web hosting Agreements that have already been renewed previously.

  3. Termination of a web hosting Agreement is done by making the termination known to Vuewer no later than one (1) month before its automatic renewal.

  4. Vuewer is not liable for any damage resulting from passwords that give access to information available on the Hosting Website becoming known to third parties through no fault of Vuewer.

Article 12: Availability of the Hosting Website

  1. Vuewer strives to realize the uninterrupted availability of the Hosting Website. However, Client acknowledges that for technical reasons or due to external factors, it is not possible to guarantee this uninterrupted availability. Vuewer therefore offers no guarantees regarding the uninterrupted availability of the Hosting Website. Temporary limitations of accessibility do not constitute grounds for termination of the Agreement.

  2. Vuewer has the right to temporarily take the Hosting Website or parts thereof out of use for maintenance, modification or improvement. Vuewer will endeavor to inform Client of this in a timely manner. However, Vuewer is never liable for damage in connection with such temporary unavailability.

  3. Vuewer has the right to modify the Hosting Website or parts thereof, for example to improve functionality or to fix errors. If a modification leads to a significant change in functionality, Vuewer will endeavor to inform Client of this in a timely manner. Vuewer is not obliged to compensate for any damage caused by such a modification.

Article 13: Installation and maintenance of software

  1. Vuewer will endeavor to keep the software needed for the Hosting Website up-to-date. However, in some cases, Vuewer is dependent on suppliers or other third parties. Vuewer is entitled not to install certain updates if, in its opinion, this does not benefit good service provision.

  2. Vuewer will endeavor to adapt the software from time to time to improve functionality and fix errors. If certain changes (may) substantially change the functioning of the software, Vuewer will, where customary and possible, inform Client of this and/or discuss this with Client.

  3. Vuewer will endeavor to implement changes and functionalities requested by Client, but is not obliged to comply with such requests.

  4. If Client wishes to make a change to the software independently, this is entirely at Client's own risk and responsibility, unless Client has notified Vuewer of the desired change in advance and Vuewer has approved it in writing. Vuewer may attach conditions to this approval.

Article 14: Guarantees

  1. Although Vuewer strives to achieve the best possible result for its Clients, it offers no guarantees regarding the Services.

Article 15: Liability

  1. Client is responsible for providing correct and representative data and information necessary for the execution of the Agreement. Vuewer is not liable for damage if Client has provided incorrect, non-representative or irrelevant data.

  2. Deadlines for the delivery of Services, for example, can only be given approximately. Although every effort will always be made to meet these given deadlines, Vuewer is never liable for the consequences of exceeding such deadlines. Exceeding a deadline does not give Client the right to cancel the Services, or to refuse receipt or payment of the Services, nor is Vuewer liable for any compensation to Client.

  3. Vuewer is not liable for errors or omissions of third parties engaged by it. By using Vuewer's Services, Client grants Vuewer the authority to accept, also on behalf of Client, any limitation of liability of a third party engaged by Vuewer.

  4. Vuewer is not liable for any clerical errors on the Website.

  5. Vuewer is not liable for not or not timely fulfilling the obligations arising from the Agreement in case this is caused by force majeure as meant in article 16 of these General Terms and Conditions.

  6. The Client indemnifies Vuewer against claims from third parties, of whatever nature, that are related to the Services.

  7. Vuewer can only be held to an obligation of effort, never to an obligation of result.

  8. Vuewer is not liable for indirect damage, including but not limited to consequential damage.

  9. If Vuewer is held liable, it will only be liable for direct damage actually incurred, paid or suffered by Client due to a demonstrable failure of Vuewer's obligations with respect to its Services.

  10. Vuewer's liability is limited to the amount covered and paid out by the insurer. If the insurer does not pay out, or if Vuewer is not insured, the liability is limited to the amount paid by Client.

  11. The limitation of liability as described in this article does not apply if there is intent or deliberate recklessness on the part of Vuewer.

  12. This provision does not exclude liability where liability may not be limited or excluded by law.

Article 16: Force Majeure

  1. Force majeure is understood to mean: all external causes, beyond the will or control of Vuewer, which make timely, complete or correct fulfillment of the Agreement no longer possible.

  2. Force majeure as meant in the previous paragraph includes, but is not limited to: non-fulfillment by a third party, illness or death of Vuewer's personnel or a third party, abnormal weather conditions, disruptions in water and energy supplies, strikes, serious disruptions in Vuewer's systems, fire, floods, natural disasters, riots, war or other domestic disturbances.

  3. In case of force majeure, fulfillment of the Agreement is suspended for as long as the force majeure continues.

  4. If the force majeure continues for more than one (1) month, both parties are entitled to dissolve the Agreement without judicial intervention. In such a case, Vuewer will proceed to refund any amounts paid, with all costs incurred by Vuewer in relation to the Agreement deducted from this amount.

Article 17: Confidentiality of data

  1. Each party guarantees that all data received from the other party that is known or should be understood to be of a confidential nature remains secret. The party receiving confidential data will only use it for the purpose for which it was provided. Data is in any case considered confidential if it has been designated as such by one of the parties. Vuewer cannot be held to this if the provision of data to a third party is necessary pursuant to a court decision, a legal requirement or for correct execution of the Agreement.

Article 18: Intellectual property

  1. Vuewer reserves the rights and powers that accrue to it under the Copyright Act.

  2. Client guarantees that no rights of third parties preclude making data available to Vuewer. Client will indemnify Vuewer against any action based on the claim that such making available, using, processing, installing or incorporating infringes any right of third parties.

Article 19: Complaints procedure

  1. If Client has a complaint, Client should send this in writing to [email protected] or report it by phone via +31 499 21 55 41.

Article 20: Identity of Vuewer

  1. Vuewer is registered with the Chamber of Commerce under number 76825825 and bears VAT identification number NL003119561B92. Vuewer is located at Flight forum 40, 5657DB in Eindhoven.

  2. Vuewer can be reached by email via [email protected] or through the Website www.vuewer.com and by phone at +31 499 21 55 41.

Article 21: Applicable law and competent court

  1. Dutch law applies to the legal relationship between Vuewer and its Client.

  2. All disputes that may arise between Vuewer and Client will be settled by the competent court of the Eindhoven district, location Eindhoven.