Terms and conditions
GENERAL CONDITIONS FOR THE YELLOW WEB
These general conditions are applicable to every agreement entered into by THE YELLOW WEB, located at Herengracht 215, Amsterdam, the Netherlands, and hereinafter to be called THE YELLOW WEB, with the client, as well every quotation issued by THE YELLOW WEB, including, but not limited to, agreements and quotations for products and services in the field of online media.
CHAPTER 1 – GENERAL CONDITIONS
Article 1 - Definitions
The following terms (always beginning with a capital letter) used in these general conditions, both singular and plural, have the following meaning:
- Design Services: services for the design and construction of websites for the client, desktop publishing work and the production of photographic material.
- Services: all the work and other activities that are the subject of any sales offer, quotation, agreement or other legal act in the relationship between THE YELLOW WEB and the Client.
- Hosting Services: services where information and files are stored and made accessible for the Client via the Internet.
- Material: all the material developed and/or made available by THE YELLOW WEB, including Software, websites and photographs.
- Client: the party who enters into an agreement with THE YELLOW WEB or who requests a quotation from THE YELLOW WEB.
- Agreement: the agreement that THE YELLOW WEB enters into with the Client and to which these general conditions apply.
- Parties: THE YELLOW WEB and the Client.
- Products: all the products that are the subject of any sales offer, quotation, agreement or other legal act in the relationship between THE YELLOW WEB and the Client.
- Software: computer programs, together with the accompanying documentation and materials, that THE YELLOW WEB has developed by order of the Client or for which THE YELLOW WEB has issued or will issue user rights to the Client.
- Confidential Information: all information and data that each of the Parties receives from the other Party and which is indicated as being confidential or that the other Party recognizes or should reasonably be expected to recognize the confidential nature of, including, but not limited to, technical, financial and business information, data files, customer files, information concerning potential clients, partners or proposed business transactions, reports, instruction manuals, plans, Software and files, drawings, know-how and show-how. Confidential Information does not include information that has already been made public or information that one Party already had in its possession before it received this information from the other Party.
Article 2 – General information
- Deviations from these general conditions are only applicable if they have been (explicitly) agreed in writing between THE YELLOW WEB and the Client.
- The applicability of any purchasing conditions or other conditions that the Client may have is explicitly rejected.
- If the general conditions in question have already been applicable to a legal relationship between THE YELLOW WEB and the Client, the Client is expected to have agreed in advance with the applicability of these general conditions on any agreements that have since been entered into or will be entered into by the Parties.
- If one or more conditions of the Agreement or of these general conditions are invalid or will be nullified, the other conditions of the Agreement or of these general conditions will remain in full force. THE YELLOW WEB and the Client will determine a replacement condition through consultation whose objective and intent it is to approximate as closely as possible the invalid or nullified condition.
- The Client’s rights that result from the Agreement cannot be transferred without explicit written permission from THE YELLOW WEB to do so.
- If the acceptance deviates from the quotation/sales offer (on minor points), then THE YELLOW WEB is not bound to observe these. Unless THE YELLOW WEB declares in writing to accept these deviating points, the Agreement will then be entered into without accepting them.
Article 3 –Sales offer, quotation and agreement
- All sales offers made by THE YELLOW WEB are made without obligation, unless explicitly stated otherwise in writing.
- A quotation issued by THE YELLOW WEB will remain valid for the term stated in the quotation. If no term has been stated, then the quotation will remain valid for up to two (2) weeks following the date on which the quotation was issued.
- An agreement is entered into when THE YELLOW WEB accepts the assignment issued by the Client or at the moment that THE YELLOW WEB starts carrying out the assignment.
Article 4 – Prices and rates
- Unless explicitly stated otherwise in writing, all the prices and rates stated by THE YELLOW WEB are in euros.
- The prices and rates used by THE YELLOW WEB exclude VAT and other taxes that are imposed by the government.
- THE YELLOW WEB has the right to change its prices and rates at any time. Unless agreed explicitly in writing that the prices and rates will remain valid for a certain period, any changes in the prices and rates with regard to the delivery of Products and Services shall take effect two (2) months after the date that they are announced.
- If the Client does not agree with a change in prices and/or rates announced by THE YELLOW WEB, the Client has the right to terminate the Agreement with THE YELLOW WEB within eight (8) days after the change has been announced. The Client can then terminate the Agreement as of the date on which the said change is to take effect.
Article 5 – Carrying out the agreement
- THE YELLOW WEB will carry out the Agreement to the best of its ability and understanding and in accordance with the requirements of good workmanship.
- If the Agreement between THE YELLOW WEB and the Client concerns the delivery of Services by THE YELLOW WEB, then it is only an obligation to provide these services to the best of THE YELLOW WEB’s ability and not an obligation to achieve results.
- Unless explicitly agreed otherwise, all (delivery) dates and other dates that the Client is informed of are only intended to be target dates. THE YELLOW WEB is not in default if the delivery dates are exceeded.
- If and as far as the good execution of the Agreement demands so, THE YELLOW WEB has the right to allow certain work to be carried out by third parties. THE YELLOW WEB will not be held liable for any shortcomings on the part of the third parties it has subcontracted.
- If the Client does not fulfil its obligations resulting from the Agreement or if THE YELLOW WEB has a valid reason to believe that the Client will not be able to (fully) fulfil its obligations, then THE YELLOW WEB is authorized to suspend the execution of the Agreement in its entirety or in part and/or to charge the Client for the extra costs that result from the delay at the rates commonly applied by THE YELLOW WEB at that time, without prejudice to any other rights that THE YELLOW WEB may have. THE YELLOW WEB will cancel the suspension as soon as the Client observes the Agreement and/or gives sufficient assurance that it will fulfil its obligations.
Article 6 – Client’s obligations
- The Client is obliged to do whatever is reasonably necessary or desirable in order to make the timely and correct delivery by THE YELLOW WEB possible, such as, in particular, the (timely) delivery of necessary information and/or materials.
Article 7 – Alterations to the agreement
- If, during the execution of the Agreement, it appears that it is necessary to make alterations or additions to the work to be carried out in order for THE YELLOW WEB to carry out the Agreement properly, the Parties will alter the Agreement accordingly in time and through mutual consultation.
- The Client accepts that the agreed periods, the costs related to the work and the mutual responsibilities of the Client and THE YELLOW WEB may be influenced by the work stated in the first clause of this article.
- The (extra) work to be carried out by THE YELLOW WEB as a result of additions and/or alterations to the Agreement will be paid for by the Client in accordance with THE YELLOW WEB’s applicable and customary rates.
- If a fixed price has been agreed, THE YELLOW WEB will indicate to what extent this price will be exceeded due to the alteration and/or addition.
- THE YELLOW WEB will not charge any extra costs if the alteration and/or addition is/are the result of circumstances that can be attributed to THE YELLOW WEB.
- If THE YELLOW WEB has carried out work or other tasks that fall outside of the content or scope of the Agreement at the request of or with prior agreement from the Client, the Client will pay THE YELLOW WEB for the work or tasks in accordance with THE YELLOW WEB’s customary rates. However, THE YELLOW WEB is not obliged to meet such a request and can demand that both Parties enter into a separate written agreement for this.
Article 8 – Payment
- Payments must be made within the payment period stated on the invoice and in the way indicated by THE YELLOW WEB. If no payment period is indicated, then a period of fifteen (15) days after the invoice date applies.
- All payments made by the Client to THE YELLOW WEB will be deducted from the oldest outstanding invoices, irrespective of any other indication made by the Client.
- In the event of a non-timely payment, the Client is automatically in default, without the need for proof of default or a reminder, and the Client is obliged to pay the legal interest on the outstanding amount. If the Client still does not pay after being served notice, the Client must not only pay the main amount plus the legal interest, but also the extrajudicial costs and any judicial costs, in addition to any compensation determined through legal action. These costs will amount to at least 15% of the total amount.
- The Client is not authorized to offset any (alleged) counterclaim it may have against THE YELLOW WEB against the outstanding payments.
- The Client is not authorized to suspend the payment of the price due to an alleged shortcoming by THE YELLOW WEB.
- THE YELLOW WEB is authorized, at all times, to demand that the Client gives sufficient assurance within a reasonable time period that it is able to meet its obligations resulting from the Agreement. It the assurance is not provided in time, then THE YELLOW WEB is authorized to suspend the realization of the Agreement.
Article 9 – Claims
- All of the Client’s objections against an invoice issued by THE YELLOW WEB or an amount automatically debited by THE YELLOW WEB must be reported to THE YELLOW WEB in writing within fourteen (14) days after the date of the invoice or the date of the automatic debit, after which the invoiced or debited amount will be acknowledged.
- If the Client believes that a Product or Service delivered by THE YELLOW WEB does not meet the specifications that have been agreed between the Parties, the Client must inform THE YELLOW WEB of this in writing within fourteen (14) days after delivery or fourteen (14) days after the moment the Client could have reasonably been expected to be aware of the observed shortcoming.
Article 10 – Intellectual property
- Unless otherwise explicitly agreed in writing, all the copyrights, database rights and other rights of intellectual property on Material developed by and/or made available by THE YELLOW WEB by virtue of the Agreement only rest with THE YELLOW WEB or its licence issuers.
- The Client may not copy, make public or inform third parties of the Material without prior permission to do so from THE YELLOW WEB.
- The Client is not permitted to remove from the Material or alter in the Material any indication concerning copyrights, database rights, brands, trade names and other rights of intellectual or industrial property.
- If the Client (partly) acts in violation with the conditions stated in this article, the Client will owe an immediate fine of € 5,000 (five thousand euros) per event without further warning or proof of default and without legal intervention being required, regardless of THE YELLOW WEB’s right to claim further compensation.
- THE YELLOW WEB indemnifies the Client against any legal action that is based on the claim that the Material makes an infringement on the rights of third parties, under the condition that the Client immediately reports the claimed infringement in writing and that the Client cooperates with THE YELLOW WEB as requested and provides all the requested information so that THE YELLOW WEB can take legal action.
- If the use of the Material is restricted or forbidden, then THE YELLOW WEB will decide to:
- Replace the Material so that the rights of third parties are no longer infringed.
- Alter or adjust the Material so that the rights of third parties are no longer infringed.
- Obtain user rights for the Client to use the Material.
- Terminate the Agreement in writing, after which THE YELLOW WEB will pay back to the Client the payments that have already been made and the Client will immediately return the Material to THE YELLOW WEB.
- THE YELLOW WEB hereby explicitly rejects every other form of or any further liability for damage as a result of an alleged infringement of the rights of third parties.
Article 11 – The Client’s intellectual ownership rights
As far as the copyrights, database rights and other rights of intellectual ownership on the Materials developed and/or made available by the Client rest with the Client, THE YELLOW WEB will obtain a licence for the agreed use of these Materials.
Article 12 - References
The Client will grant THE YELLOW WEB the right to use its trade name, brand and/or logo in order to promote itself and to use as a reference. THE YELLOW WEB will inform the Client in advance as much as possible concerning the way in which it wishes to use this trade name, brand and/or logo.
Article 13 - Liability
- THE YELLOW WEB’s liability due to an accountable shortcoming in observing the Agreement is limited to the compensation of the direct damage suffered by the Client, up to a maximum equal to the agreed compensation for the execution of the Agreement, with the understanding that THE YELLOW WEB is authorized to deduct a percentage of the compensation for the direct damage corresponding to the period that THE YELLOW WEB has correctly complied with its obligations by virtue of the Agreement. In the event that the damage involves death, physical injury or damage to goods, the compensation will, in contrast to the afore-mentioned, be limited to a maximum of € 10,000 (ten thousand euros) per event, where a series of events will be considered to be a single event.
- Direct damage is exclusively defined as the costs that the Client could reasonably be considered to have to incur in order to repair or counterbalance THE YELLOW WEB’s shortcoming in order to make the performance of THE YELLOW WEB comply with the Agreement, as well as the costs that could reasonably be considered necessary in order to prevent or limit such damages and the costs that could reasonably be considered necessary in order to establish the cause and the extent of such damage.
- Any liability on the part of THE YELLOW WEB for indirect damage, including, but not limited to, consequential damage, a loss of profits and a loss of turnover, is excluded.
- In all cases, THE YELLOW WEB is only liable due to an accountable shortcoming in observing the Agreement if the Client immediately and reliably serves notice upon THE YELLOW WEB in writing, where a reasonable period is proposed to rectify the shortcoming and if THE YELLOW WEB then still remains accountably in default of its obligations after this period has expired. The proof of default must contain a description of the shortcoming that is as complete and as detailed as possible, so that THE YELLOW WEB is able to react adequately.
Article 14 – Dissolution and termination
- Both Parties have the right to dissolve the Agreement after sound proof of default that is as detailed as possible has been submitted in writing and if a reasonable period has been proposed for rectifying the shortcoming and if the other Party remains accountably in default of its obligations resulting from the Agreement after this period has expired.
- If the Client has already received work that has been carried out as part of the execution of the Agreement at the moment that the Agreement is dissolved as stated in the first clause of this article, this work and the accompanying payment obligations will not be a subject of the annulment, unless THE YELLOW WEB is in default with regard to this work. Amounts that THE YELLOW WEB has invoiced before the Agreement is dissolved for work or Materials delivered as part of the execution of the Agreement remain fully payable, taking into consideration the condition of the previous sentence, and they are immediately payable at the moment that the Agreement is dissolved.
- THE YELLOW WEB has the right to dissolve the Agreement, either in its entirety or partially, with immediate effect and without sound written proof of default being necessary, when the Client requests suspension of payment, when the Client requests bankruptcy or is declared bankrupt, when the Client’s company or the authority over the Client's company is fully or partially transferred to a third party or when the Client merges with a third party.
- If, as a result of the nature or content of the Agreement, the Agreement is not terminated when the agreed work has been completed and/or if the Agreement is entered into for an indefinite period, then it can be terminated in writing through mutual consultation and by mutual consent whilst taking into consideration a notice period of three months. Without prejudice to the other conditions stated in these general conditions, the Parties will not be obliged to pay compensation as a consequence of the termination of this Agreement.
- The Client cannot terminate the Agreement for other reasons than those dealt with in these general conditions.
- If and as far as the Agreement is terminated, for any reason whatsoever, each Party will immediately and at its own cost either return all of the carriers of Confidential Information to the other Party or destroy them, at the discretion of the other Party, and delete all the Confidential Information that is saved on its computer systems and/or in files.
- If and as soon as the Agreement is terminated, for any reason whatsoever, the conditions from these general conditions that must be expected to continue because of their nature, will still be valid, including at least article 10 (Intellectual ownership), article 16 (Confidentiality) and article 17 (Applicable law and disputes).
Article 15 - Force majeure
- There is no accountable shortcoming on the part of THE YELLOW WEB in the event of an act of God.
- If the period of force majeure exceeds a period of sixty (60) consecutive days, then the Client has the right to terminate the Agreement out of court without THE YELLOW WEB being obliged to pay the Client any damages as a result of the termination. THE YELLOW WEB has a right to payment from the Client for all Products and/or Services that have been delivered to the Client until the time of termination.
Article 16 - Confidentiality
- The Parties are obliged to observe secrecy concerning all Confidential Information that they receive from each other or from other sources within the scope of the Agreement.
- If, based on a legal condition or a court judgement, THE YELLOW WEB is obliged to issue Confidential Information to third parties assigned by law or by the authorized judge, then THE YELLOW WEB is not obliged to pay damages or compensation and the Client is not authorized to terminate the Agreement.
Article 17 – Applicable law and disputes
- Dutch law is applicable to every Agreement between THE YELLOW WEB and the Client.
- The judge in Amsterdam, the Netherlands, is exclusively authorized to preside in disputes which result from or which are related to Agreements between THE YELLOW WEB and the Client.
CHAPTER 2 - DEVELOPING SOFTWARE
Besides the general conditions stated in chapter 1, the conditions stated in this chapter are also applicable if THE YELLOW WEB develops Software by order of the Client or issues a licence to the Client for Standard Software. In the case and as far as there is a conflict between any condition in chapter 1 and the conditions of chapter 2, then the condition in chapter 2 will take precedence.
Article 18 – General information
The Parties will specify in writing the way in which the Software will be developed and which specifications the Software must meet.
Article 19 - Licence
- Without prejudice to the conditions in article 10, THE YELLOW WEB will issue the Client with a non-exclusive and non-transferable licence for the use of Software in accordance with clauses 2 to 6 of this article. Unless otherwise agreed in writing between the Parties, the user rights will commence after the Client has fully met all its (payment) obligations towards THE YELLOW WEB.
- The Client may only use the Software within its own company for the running of the company and to support the company processes. The Software is to be used by the number of users, the type of user or with the number of connections for which the user rights have been issued.
- The Client may not make public the Software, or parts of it, nor make copies of it, nor alter it in any way whatsoever, except as far as this is necessary for the use that the Parties have agreed in writing.
- Subject to what is legally permitted, the Client is not authorized to decompile the Software, to copy the code or to subject the Software to reverse engineering in any other way, nor to make alterations to the Software.
- The Client is authorized to make one copy of the Software as a backup.
- THE YELLOW WEB is permitted to take technical measures in order to protect the Software. If THE YELLOW WEB has protected the Software by technical means, the Client is not permitted to remove or work around this protection.
- If and as far as this has been explicitly agreed in writing between the Parties, the Software’s source code and the technical documentation produced whilst developing the Software can be made available to the Client and the Client is then authorized to make alterations to this Software.
- The Client will return to THE YELLOW WEB all copies of the Software that it has in its possession immediately after the user rights for the Software have expired. If the Parties have agreed that the Client will destroy the copies when the user rights have expired, then the Client will inform THE YELLOW WEB of this immediately in writing.
Article 20 – Delivery and acceptance of customized Software
- THE YELLOW WEB will deliver the Software to be developed to the Client and install it in accordance with the specifications that have been determined in writing. The Software will only be installed if it has been agreed in writing that THE YELLOW WEB will install the Software.
- If an acceptance test has been agreed in writing, the test period will last for 14 days after delivery or, if it has been agreed in writing that THE YELLOW WEB will install the Software, after the Software has been installed. During the test period, the Client is not permitted to use the Software for operational purposes.
- The Software will be considered to have been accepted by the Parties:
- If no acceptance test has been agreed between the Parties: at delivery or, if it has been agreed in writing that THE YELLOW WEB will install the Software, after the Software has been installed, or;
- If an acceptance test has been agreed in writing between the Parties: on the first day after the test period, or;
- If THE YELLOW WEB receives a test report as stated in the fifth clause of this article before the end of the test period: at the moment that the errors stated in the test report have been rectified, without prejudice to the presence of deficiencies that, in accordance with the sixth clause of this article, do not stand in the way of acceptance. Contrary to the above, the Software will be considered as fully accepted from the moment that it is first used if the Client uses the Software for any operational purposes before the moment of acceptance.
- If, during the agreed acceptance test, it appears that the Software contains errors that hinder the progress of the acceptance test, the Client will inform THE YELLOW WEB of this by means of a detailed description in writing, in which case the test period will be suspended until the Software has been altered in such a way that the hindrance has been removed.
- If, when carrying out the agreed acceptance test, it appears that the Software does not meet the specifications agreed between the Parties, the Client will inform THE YELLOW WEB of the errors by means of a detailed written test report no later than the last day of the test period. THE YELLOW WEB will do everything in its power to rectify the reported errors within a reasonable period, where THE YELLOW WEB is authorized to either introduce temporary solutions, Software workarounds or restrictions in the Software in order to avoid the problem.
- Acceptance of the Software may not be withheld on grounds other than those that are related to the specifications that have been explicitly agreed between the Parties. It may not be withheld on account of small errors, these being errors which cannot reasonably be considered to stand in the way of the operational or productive use of the Software.
- If the Software is delivered and tested per phase and/or per component, the non-acceptance of a certain phase and/or component does not change the acceptance of a previous phase and/or other component.
Article 21 – Intellectual ownership
- If there is a lack of clarity between THE YELLOW WEB and the Client concerning who is the rightful owner of any intellectual property rights concerning the Software, it will be assumed that THE YELLOW WEB is the rightful claimant. The Client is then authorized to prove otherwise.
- The Parties can agree in writing that the intellectual property rights concerning (a part of) the Software become the Client's property when it is delivered, under the condition that the Client at that moment has met in full all its obligations towards THE YELLOW WEB.
- This transfer does not impede THE YELLOW WEB’s right to apply without restraint the general principles on which the development of the Software concerned is based. More specifically, this means that THE YELLOW WEB can offer and/or sell (parts of) the Software to third parties without the Client’s permission to do so.
- Furthermore, the transfer does not impede THE YELLOW WEB’s right to always use the Software for the benefit of promotion and publicity.
Article 22 - Warranty
1. Only if THE YELLOW WEB and the Client have explicitly agreed in writing a warranty concerning the Software, will THE YELLOW WEB rectify faults to the best of its ability during the specified warranty period, provided that the Software does not meet the written specifications and provided that the faults have been reported to THE YELLOW WEB in detail in writing. Under the condition that the licence payment has been paid in time, such repair will be carried out free of charge.
2. Such repair of the Software will be carried out free of charge unless there has been incorrect, improper or unauthorized use by the Client or if the fault has been caused by something that cannot be attributed to THE YELLOW WEB.
3. The warranty obligations become invalid if the Client or third parties make changes, or have somebody else make changes, to the Software without written permission to do so from THE YELLOW WEB.
4. THE YELLOW WEB never guarantees that the Software will function without interruption or errors, that all the errors will be rectified and that the Software will be suitable for the objectives that the Client has regarding the Software and its use.
5. If a warranty has been agreed between THE YELLOW WEB and the Client in accordance with clause 1 of this article, the following is also not included in this warranty:
- Solving all deficiencies in the Software that cannot, within reason, be foreseen.
- Having the Software function without error with other equipment and/or Software that has not been developed by THE YELLOW WEB.
- Solving faults in the Software if these cannot be reproduced by the Client, if these are the fault of the Client's computer system and/or if the faults can be attributed to the Client in any other way.
- The repair of any damaged or lost data.
6. If the Parties have agreed in writing that THE YELLOW WEB will make an improved version of the Software available to the Client, THE YELLOW WEB is not obliged to rectify any errors in the old version or to otherwise maintain the old version three months after the improved version has been made available to the Client.
CHAPTER 3 - HOSTING
Besides the conditions stated in chapter 1, the conditions stated in this chapter are also applicable if THE YELLOW WEB carries out Hosting Services for the Client. In the case and as far as there is a conflict between any condition in chapter 1 and the conditions of chapter 3, then the condition in chapter 3 will take precedence.
Article 23 – THE YELLOW WEB’s obligations
1. THE YELLOW WEB will make every effort to ensure that there are as few problems as possible regarding access to its Hosting Services. THE YELLOW WEB commits itself to regularly inspect and maintain the equipment and systems that it uses and to ensure that the capacity of this equipment and these Hosting Services is suitably sufficient so that no problems will be caused during normal use. However, it is technically impossible to prevent every fault or restriction to the access to the Hosting Services, because THE YELLOW WEB is also dependent on third parties for this, including telecommunication and data transport providers, but faults or restrictions to the access of the Hosting Services will be rectified as quickly as possible by THE YELLOW WEB. THE YELLOW WEB can only be held liable for access to the Hosting Services not being available or not properly being available within the limits of the conditions of article 13 of these general conditions.
2. THE YELLOW WEB does not issue a warranty for the Hosting Services that it provides, but commits itself to immediately use all of its resources to solve any fault and/or deficiency at the first request by the Client to do so.
Article 24 – Maintenance and shutdown of the Hosting Services
1. THE YELLOW WEB is responsible for ensuring that its systems are accessible and will do everything in its power to make them optimally accessible. THE YELLOW WEB does not guarantee that its systems will function continuously, will be reliable and will always be accessible.
2. The technical properties of THE YELLOW WEB’s Hosting Services and of the data and telecommunications networks can be altered by THE YELLOW WEB and the telecommunication and data transport providers.
3. Where possible, THE YELLOW WEB will carry out (or have carried out) the alterations to its Hosting Services as stated in article 24.2 without this having consequences for the Client’s use or the peripheral equipment that the Client uses. If this is not possible and it is necessary to shutdown the Hosting Services or the THE YELLOW WEB network, for example, then THE YELLOW WEB has the right to do so within seven (7) days after giving the Client reasonable warning of such, unless an emergency prompts THE YELLOW WEB to make immediate alterations. THE YELLOW WEB can explicitly not be held liable for damage that a Client suffers as a result of carrying out alterations.
4. THE YELLOW WEB cannot be held liable in any way whatsoever towards the Client for alterations to the data and telecommunications network(s) for which THE YELLOW WEB is dependent on telecommunication and data transport providers, and THE YELLOW WEB, therefore, excludes this.
5. Telecommunication and data transport providers have the right to take any measures necessary in order to prevent or rectify faults in the data and telecommunications network(s), to take measures in order to prevent damage or problems and to carry out preventative maintenance. The Client will follow, immediately and at its own expense, the instructions given in this respect by the telecommunication and data transport providers via THE YELLOW WEB.
6. THE YELLOW WEB is authorized to (temporarily) shutdown its systems or to limit their use without prior permission from the Client as far as this is necessary for maintenance that is considered, within reason, to be necessary, for alterations or improvements to the system that have to be made by THE YELLOW WEB or in order to guarantee the safety of its Services as much as possible for the Client, other clients and third parties. For this, THE YELLOW WEB may inspect (or have inspected) files for signs of unsafe or illegal actions, computer attacks and computer viruses.
7. THE YELLOW WEB is not obliged to make full backups of the data and/or information that have been saved on THE YELLOW WEB’s systems by or for the Client.
CHAPTER 4 - DESIGN
Besides the conditions stated in chapter 1, the conditions stated in this chapter are also applicable if THE YELLOW WEB carries out Design Services for the Client. In the case and as far as there is a conflict between any condition in chapter 1 and the conditions of chapter 4, then the condition in chapter 4 will take precedence.
Article 25 – General information
- The Parties will specify in writing the way in which the Design Services will be carried out and which specifications the Material that is developed within this framework must meet.
Article 26 – Delivery and acceptance of the Material
- THE YELLOW WEB will provide the Design Services based on the design that has been approved by the Client, as well as on the information that has been provided by the Client and which the Client guarantees the correctness, completeness and consistency of.
- Article 20 is applicable with regard to acceptance of the Design Services as far as the Design Services concern the technical aspects of the design and construction of websites. If the Design Services involve work concerning the design of websites, carrying out desktop publishing or producing photographic material, then THE YELLOW WEB will consider the Material delivered within this framework to be accepted on delivery.
- THE YELLOW WEB is entitled, but not obliged, to investigate the correctness, completeness and consistency of the information, specifications or designs that are made available to THE YELLOW WEB and if any inadequacies are observed, it is entitled to suspend the agreed work until the Client has rectified the inadequacies concerned.
Article 27 – Client’s obligations
The Client will give THE YELLOW WEB the information and materials necessary in order to carry out the Agreement and also gives THE YELLOW WEB permission to use them to carry out the Agreement. The Client indemnifies THE YELLOW WEB against liability towards third parties with regard to the material that the Client has provided within the framework of providing the Design Services.