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General
Terms and Conditions

NowOnline Media B.V.

Article 1 Definitions

  1. NowOnline Media B.V., hereinafter referred to as NowOnline: the user of these general terms and conditions, located at Koopmanslaan 6, 7005 BK Doetinchem, registered in the Commercial Register under Chamber of Commerce number 62153595.
  2. Client: the natural or legal person with whom NowOnline has entered into an agreement.
    1. Agreement: the agreement concluded between NowOnline and the client, whereby NowOnline commits to, among other things, providing services related to web hosting, web design, and internet marketing and/or performing maintenance and design work.
    2. Continuing Agreement: the agreement referred to in the previous section, in which parties commit to performing recurring or consecutive services for one another.
    3. Written: written communication also includes communication established electronically.

Article 2 General

  1. These general terms and conditions apply to every offer and every agreement concluded between NowOnline and the client.
    1. These general terms and conditions also apply to agreements for which third parties need to be involved by NowOnline for their execution.
    2. These general terms and conditions cover the full range of products and services offered by NowOnline, including but not limited to products and services offered under the following names:
      • GO Webshops;
      • GO Websites;
      • GO Clubsites;
      • GO Auctions;
  3. The applicability of the client's general terms and conditions is expressly rejected.
  4. Deviations from the provisions of these general terms and conditions can only be made in writing. If the provisions of the agreement differ from these general terms and conditions, the provisions of the agreement shall prevail.
  5. The nullification or invalidity of one or more provisions of these terms and conditions does not affect the validity of the remaining provisions. In such a case, the parties are obligated to consult with each other to establish a replacement provision that reflects the purpose and intent of the original provision as closely as possible.

Article 3 Offer and Formation of Agreement

  1. Unless a term for acceptance is stated, every offer and quotation is non-binding.
    1. No rights can be derived by the client from an offer based on incorrect or incomplete information provided by the client.
    2. If the client enters into the agreement on behalf of or for the account of another natural or legal person, the client declares, by entering into the agreement, to be authorized to do so. The client is jointly and severally liable, along with this (legal) person, for all obligations arising from the agreement.
    3. Agreements are only deemed concluded after the client signs the quotation issued by NowOnline, starting from the moment of signing, or after receipt and approval of the written acceptance by the client of an offer made by NowOnline.
      1. If the client's acceptance deviates from the offer made by NowOnline, NowOnline is not bound by it. The agreement is then not concluded in accordance with the deviating acceptance, unless NowOnline indicates otherwise.
      2. If the offer or agreement specifies an execution or delivery term, this is always an indicative, non-fatal term. If NowOnline expects to exceed an indicative term, it will inform the client as much as possible without the client being entitled to any form of compensation, cancellation, or refund of the whole or partial payment owed.

Article 4 Continuing Agreements

  1. Unless explicitly agreed otherwise, every continuing agreement is entered into for a period of one year.
  2. After the agreed duration has expired, the continuing agreement is automatically renewed for a duration equal to the originally agreed period, unless the agreement is terminated in accordance with paragraph 3.
  3. Termination must be made in writing, with a notice period of one month. If termination by the client is made electronically, the termination is not valid until confirmed electronically by NowOnline.
  4. If the termination by the client is not received by NowOnline on time, the agreement is automatically renewed. In that case, the agreement ends on the next valid termination date.
  5. If the client fails to meet their payment obligation despite repeated requests, NowOnline is entitled to suspend or terminate the continuing agreement with immediate effect, without prejudice to its legal right to claim damages. In the case of suspension, the execution of the agreement will only resume once the outstanding amount owed by the client is paid in full.
  6. NowOnline is entitled to adjust the agreed price during the term of the agreement. NowOnline will notify the client of the price change no later than one month before it takes effect. If the client does not agree to the proposed price change, they are entitled to terminate the agreement in writing up to the day the price change takes effect.

Article 5 Web Design and Other (Design) Activities

  1. If NowOnline undertakes, under an agreement, to perform activities such as, but not limited to, internet marketing, web design, and other design activities, it will make efforts to execute these tasks to the best of its knowledge and ability. However, NowOnline is only obligated to use its best efforts and cannot provide guarantees regarding the results intended by the client.
    1. The agreement referred to in paragraph 1 is executed based on the information provided by the client. NowOnline will duly inform the client about data relevant to the setup and execution of the assignment. The client is obligated to timely provide NowOnline with such data.
    2. Draft designs provided give the most accurate possible representation of the final design but are intended only as an indication. Minor deviations in color and dimensions are not grounds for complaints, suspension, or termination of the agreement.
    3. If the client disagrees with the data and other information used and presented in the draft design, they must submit their objections in writing to NowOnline before the draft design becomes final.
      1. If NowOnline, at the client's request or with prior consent, performs tasks outside the scope of the agreement, these tasks will be reimbursed by the client according to NowOnline's usual rates. NowOnline is never obligated to comply with such a request. If NowOnline agrees to such a request, it may require a separate written agreement to be concluded for it.
      2. The client acknowledges that the additional work referred to in paragraph 4 may influence the agreed or expected completion date of the services and the mutual obligations of the client and NowOnline. The occurrence of additional work during the agreement's execution is never grounds for the client to terminate or cancel the agreement.
        1. If a fixed price has been agreed upon for the services, NowOnline will, as much as possible, inform the client in writing of the financial consequences of the additional work referred to in paragraph 4.

Article 6 Delivery of Designs

  1. NowOnline is entitled to require full payment of the agreed price before delivering the designs.
  2. When assessing the fulfillment of the assignment, the aesthetic value is not taken into account.

Article 7 Domain Name Registration

  1. The offering of domain names is subject to the actual availability of the domain name chosen by the client.
    1. The application for a domain name is based on information provided by the client. The client guarantees that the information provided during the application is accurate and complete.
    2. NowOnline only mediates in the registration of a domain name and will submit the application for the relevant domain name to the responsible authority. NowOnline is not liable for an application not accepted by this authority.
    3. The period within which the requested domain name will become active depends on third parties. The timelines indicated by NowOnline are purely indicative, and the client cannot derive any rights from them.
    4. The domain name registration is carried out in the name of the client. The client is fully responsible for the use of the domain and the domain name. The client indemnifies NowOnline against any third-party claims in this regard.

Article 8 Suspension and Termination

  1. NowOnline is entitled to suspend the execution of the agreement or, if circumstances justify it, terminate the agreement with immediate effect if the client does not fulfill the obligations under the agreement or these general terms and conditions, does not fulfill them on time, or does not fulfill them fully. NowOnline may also do so if circumstances that come to NowOnline's attention after the agreement has been concluded provide good reason to fear that the client will not fulfill their obligations.
  2. If the client is declared bankrupt, has applied for a suspension of payments, has any of their assets seized, or is otherwise unable to freely dispose of their assets, NowOnline is entitled to terminate the agreement with immediate effect.
    1. Furthermore, NowOnline is entitled to terminate the agreement if circumstances arise that make performance of the agreement impossible or if maintaining the agreement in its unaltered form can no longer reasonably be demanded of NowOnline.
    2. All additional costs and damages associated with the suspension and/or termination of the agreement will be borne by the client.
      1. The client is never entitled to any form of compensation in connection with NowOnline's exercise of the right to suspend or terminate the agreement under this article.
      2. If NowOnline terminates the agreement under this article, all claims against the client become immediately due and payable.

Article 9 Force Majeure

  1. NowOnline is not obliged to fulfill any obligation under the agreement if it is prevented from doing so due to circumstances that cannot be attributed to it under the law, a legal act, or prevailing opinions in society.
  2. In addition to the provisions of paragraph 1, force majeure also includes the failure of third parties, on whose services NowOnline depends for its performance, to fulfill their obligations in a timely and/or proper manner.
  3. If the force majeure circumstance persists for longer than three months or is reasonably expected to persist for longer than three months, either party is entitled to terminate the agreement in writing. In such a case, settlement will be made based on the duration of the services provided up to that point, and neither party will owe the other anything further.

Article 10 Prices and Payments

  1. Unless explicitly stated otherwise, all prices listed are exclusive of shipping and delivery costs, VAT, and other government levies.
  2. If NowOnline incurs travel expenses in the context of the setup and/or execution of the agreement, these costs will be borne by the client, unless explicitly agreed otherwise. Unless otherwise specified, travel costs are €0.55 per kilometer.
    1. If payment by direct debit has been agreed upon, the client authorizes NowOnline to automatically debit the account upon concluding the agreement. During the term of the agreement, the client is not entitled to revoke this authorization. If the payment cannot be collected, NowOnline is entitled to charge the client administrative fees.
    2. Payments by bank transfer must be made, unless stated otherwise, within fourteen days after the invoice date, in the manner prescribed by NowOnline.
    3. If NowOnline has reasonable grounds to believe that the client will fail to meet their payment obligations, NowOnline is entitled to request that the client provides adequate security for the payment. If such security is not provided, NowOnline is entitled to suspend the execution of the agreement or terminate the agreement, either partially or in full.
    4. If a due payment cannot be automatically collected multiple times, the client is obliged, upon request from NowOnline, to make the payment, including statutory interest and administrative costs, by bank transfer. Payment must be made within the term stated on the invoice, in the manner prescribed by NowOnline.
    5. If timely payment is not made, default occurs by operation of law, without the need for further notice of default. From the day default occurs, the client owes statutory interest. The statutory interest is calculated until the day the full outstanding payment is made.
    6. All reasonable legal and extrajudicial costs for the collection of payments for which the client is (or has been) in default, are at the client's expense. Extrajudicial costs are calculated according to what is customary in Dutch debt collection practice, currently according to the Dutch Debt Collection Costs Act 2012.

Article 11 Liability and Indemnity

  1. Except in cases of intent or gross negligence, NowOnline is never liable for damage resulting from the loss, exchange, or damage of data and other information. NowOnline is also not liable for damage caused by third-party breaches of the website(s), email account(s), and applications provided by NowOnline, whether or not due to insufficient security.
  2. NowOnline is not liable for damage resulting from a failure by the client to meet their obligations arising from the law, the agreement, or these general terms and conditions. Instructions provided by NowOnline for the use of the services must be strictly followed by the client. NowOnline takes no responsibility for the use and proper application of, for example, applications. NowOnline is not liable for damage caused directly or indirectly by the client’s failure to properly follow the instructions provided.
    1. The client warrants that the images, documents, and items provided to NowOnline do not infringe on third-party copyrights or other intellectual property rights.
    2. The client indemnifies NowOnline from any claims by third parties asserting that the designs provided by NowOnline infringe on third-party rights.
  4. NowOnline is not liable for damage resulting from maintenance performed on servers and other systems related to NowOnline’s services, nor for damage resulting from the (temporary) unavailability of NowOnline’s services.
  5. NowOnline is not liable for indirect damage, including but not limited to consequential damages, lost profits, losses, and damages caused by business interruptions. If, despite the provisions in these terms, liability exists, only direct damage will be eligible for compensation. Direct damage is defined exclusively as:
    • the reasonable costs incurred in determining the cause and scope of the damage, to the extent that the determination relates to damage as defined in these terms;
    • any reasonable costs incurred to make NowOnline’s deficient performance conform to the agreement, to the extent that this can be attributed to NowOnline;
    • reasonable costs incurred to prevent or limit damage, to the extent that the client proves that these costs led to a reduction of the direct damage as defined in these terms.
  7. The liability of NowOnline is in any case limited to the invoice value of the services provided to the client, or at least to the portion of the invoice value related to the liability.
    • Unless mandated otherwise by law, the limitation period for all claims and defenses against NowOnline is one year, in deviation from the statutory limitation period.

Article 12 Intellectual Property

  1. All rights granted to NowOnline under the Copyright Act are reserved.
    1. The client is prohibited from publicly disclosing, selling, using for commercial purposes, or making available to third parties any designs, images, and sketches without prior written consent from NowOnline, unless otherwise stated in the agreement between the parties.
  3. Usage Rights for NowOnline Freedom.NET CMS, hereinafter referred to as “CMS”
    1. For the duration of the Agreement, NowOnline Media B.V. grants the client a non-exclusive, limited, and non-transferable license to use the CMS. The client is only authorized to use the CMS (via the assigned username and password) on the server for modifying, developing, and adapting the website. The client is not permitted to publicly disclose, reproduce, make accessible, transfer, or make the CMS available to any third party in any manner. Additionally, the client is prohibited from making modifications or changes to the CMS, creating backup copies of the CMS, decompiling the CMS, reproducing its code, or otherwise subjecting the CMS to reverse engineering.
    2. The client acknowledges that all intellectual property rights related to the CMS solely belong to NowOnline Media B.V. or its licensors. Nothing in the Agreement implies the transfer of any intellectual property rights.
    3. NowOnline Media B.V. is permitted to implement technical measures to protect the CMS, as long as this does not negatively impact the agreed functionality. The client is prohibited from removing or circumventing such technical measures.

Article 13 Final Provisions

  1. Dutch law shall apply exclusively to every agreement.
    1. Before resorting to the courts, the parties are required to make every effort to resolve the dispute through mutual consultation.
    2. Unless mandatory law provides otherwise, only the court within the jurisdiction of NowOnline is authorized to hear disputes.