General Terms and Conditions WP Provider version December 1, 2018
Article 1. Definitions
- WP Provider: WP Provider bv, established in Bussum and registered with the Chamber of Commerce under file number 73142689.
- Principal: the natural or legal person who has concluded an Agreement with WP Provider or to whom WP Provider has submitted an offer to that end.
- General Terms and Conditions: the present document.
- Service: the specific service that WP Provider agrees with the Principal, as stated in the Agreement or quotation.
- Agreement: the agreement between WP Provider and the Principal pursuant to which WP Provider shall provide the Service.
- Website: www.wpprovider.com
- Domain Name Provider: an Issuing Authority or Registrar that supplies domain names under one or more specific domain name extensions to WP Provider on behalf of the Customer.
- Issuing Entity: organization that is listed with IANA as a Sponsoring Organization for one or more specific extensions and as such is authorized to register domain names with those extensions. For all domain names with the extension(s) assigned to it, the Issuing Entity operates the central database and zone, through which domain names can be used.
- Registrar: an organisation authorised by an Issuing Authority to register or modify domain names directly in the central database.
- Extension: the suffix of a domain name after the first dot, such as ‘.nl’ in WP Provider.nl.
- Domain Name Holder: the holder of a domain name according to the Issuing Authority.
Article 2. Quotation, offer and acceptance
- WP Provider will make an offer in which it indicates what is included in the Service and what amount will be due upon acceptance. Only the description of the Service given in the quotation is binding. It is also possible for the Customer to make use of the electronic ordering process on the Website in order to purchase the Service. The amount payable is also indicated on the Website and the description of the Service given on the Website is binding.
- An offer is non-binding and valid until 30 days after it has been sent by WP Provider, unless otherwise indicated in the offer.
- If it appears that information provided by the Customer is incorrect, WP Provider has the right to adjust its prices accordingly.
- These General Terms and Conditions apply to the Agreement at all times, unless expressly agreed otherwise in writing. In addition to the General Terms and Conditions, additional conditions may apply to specific products and/or services.
These conditions are made available by WP Provider before or during the conclusion of the Agreement, in principle by means of a direct hyperlink.
- Terms and conditions set by the Client that differ from or do not appear in these Terms and Conditions are only binding on WP Provider if and insofar as they have been explicitly accepted in writing by WP Provider.
- After acceptance, the Agreement may only be amended by mutual consent.
- The Agreement runs from the moment notification of acceptance by the Principal is received by WP Provider.
Article 3. Implementation of the Service
- After the conclusion of the Agreement, WP Provider shall perform the Service as soon as possible in accordance with the quotation, electronic order or the order by letter or fax.
- Unless otherwise agreed upon in writing, WP Provider guarantees that the Service will be performed to the best of its ability, exercising due care and expertise.
- If and insofar as the proper performance of the Service requires, WP Provider has the right to have certain activities performed by third parties. Any additional costs related to this shall be borne by the Client, unless otherwise agreed.
- The Customer is obliged to do and to refrain from doing everything that is reasonably necessary and desirable to enable timely and correct implementation of the Service. In particular, the Client shall ensure that all data indicated by WP Provider as being necessary or which the Client should reasonably understand to be necessary for the performance of the Service, are provided to WP Provider in a timely manner.
- WP Provider is not allowed to make any independent changes to the material supplied by the Client without the prior consent of the Client, except for changes that WP Provider deems necessary for the proper performance of the Service and that do not alter the substantial content of the material.
- If such is part of the Service, WP Provider shall provide the Customer with an administrative username and password. With these data the Customer has access to an administrative account and a management tool with which the Customer can manage the supply of the Service at its own discretion, and manage accounts for individual users and set the possibilities and limitations for these individual users of the Service, all within the limits indicated in the Agreement.
- Every action that takes place through the administrative account or an account of an individual user is deemed to take place under the responsibility and at the risk of the Client. WP Provider cannot be held liable for this. If misuse of an account is suspected, the Customer must report this to WP Provider as soon as possible so that it can take action.
- Delivery dates given by WP Provider are indicative, unless explicitly stated in writing to be a deadline. WP Provider shall not be in default, even if a deadline has been agreed upon, until the Principal has given it notice of default in writing.
- Exceeding agreed delivery times, for whatever reason, does not give a right to compensation, unless otherwise agreed in writing.
- WP Provider has the right to put products and services supplied (temporarily) out of use and/or to limit their use, or not to supply them or to supply them only to a limited extent, if the Customer does not fulfil an obligation towards WP Provider with regard to the Agreement or acts in conflict with these conditions.
Article 4. Prices
- All prices are exclusive of sales tax (VAT) and other government levies, unless otherwise stated.
- All prices on the website, offers, brochures and other documentation of WP Provider are subject to programming and typing errors. No liability is accepted for the consequences of such errors.
- If the Agreement is a continuing performance agreement, WP Provider is entitled to increase its rates at any time. WP Provider will inform the Customer of any rate changes at least 2 (two) months in advance via website or e-mail. In the event of a price increase, the Customer is entitled to terminate the Agreement, subject to 1 (one) month’s notice.
- Without any possibility of termination for the Customer, being a company, WP Provider has the right to increase all prices agreed upon with the Customer each year on January 1st with 4%.
- All costs arising from the Agreement for WP Provider shall be borne by the Customer, unless otherwise agreed.
Article 5. Hosting and related services
- If the Service (also) includes services relating to storage and/or transmission of material provided by the Customer to third parties, as in the case of web hosting or e-mail services, the provisions of this article also apply.
- Client shall not publish or offer via (the servers of) WP Provider any information that is contrary to Dutch law. This includes in particular but not limited to information provided without the permission of the copyright holder(s), information that is libelous, threatening, abusive, racist, hateful or discriminatory, information that contains child pornography and information that violates the privacy of third parties or constitutes a form of stalking, as well as hyperlinks, torrents or other references to such information on third-party websites anywhere in the world (even if the information would be legal in the relevant jurisdiction).
- WP Provider maintains a complaints procedure that allows third parties (hereinafter: reporters) to complain that, in their opinion, such a conflict has occurred. If a complaint is justified in WP Provider’s opinion, WP Provider shall be entitled to remove or disable access to the material. In such a case WP Provider is also entitled to provide personal data of the Customer to a reporting agent or to the competent authorities. WP Provider will inform the Customer about the course of this procedure.
- If the information is possibly of a criminal nature, WP Provider has the right to report it. In doing so, WP Provider may provide all relevant information about the Client and the information to the competent authorities and perform all other actions that these authorities request WP Provider to perform in the context of the investigation.
- If there are repeated (well-founded) complaints about the information offered by the Customer, WP Provider has the right to dissolve and/or terminate the Agreement.
- The Customer shall indemnify WP Provider for any damage resulting from the above. WP Provider shall not be liable for any damage whatsoever suffered by the Customer as a result of any intervention by WP Provider in the context of the complaint procedure, even if the complaint proves to be unjustified and the information is not contrary to Dutch law.
- The Client shall refrain from hindering other Clients or Internet users or causing damage to the servers. The Customer is not permitted to start up processes or programs, whether or not via the server, that the Customer knows or can reasonably suspect will hinder or damage WP Provider, other Customers or Internet users. WP Provider will inform Customer of any measures taken.
- The Customer will comply with the generally accepted rules of conduct on the Internet as laid down in RFC1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and future adaptations thereof.
- Without the consent of WP Provider, the Client is not permitted to transfer the user name(s) and password(s) provided by WP Provider to third parties.
- WP Provider may set a maximum amount of storage space or data traffic per month that Customer may use in the context of the Service. If this maximum is exceeded, WP Provider is entitled to charge an additional amount, in accordance with the amounts for extra data traffic that are mentioned on the Website. No liability exists for the consequences of not being able to send, receive, store or change data if an agreed limit for storage space or data traffic has been reached.
- The Customer hereby grants WP Provider an unrestricted license to distribute, store, transmit or copy all materials distributed by the Customer through WP Provider’s systems in any manner deemed appropriate by WP Provider, but only to the extent reasonably necessary for WP Provider’s performance of the Agreement.
- In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points shall be borne by the Client.
Article 6. Domain names and IP addresses
- If the Service (also) includes the mediation of WP Provider in obtaining a domain name and/or IP address for the Customer, the provisions of this article also apply.
- Application, assignment and any use of a domain name and/or IP address depend on and are subject to the prevailing rules and procedures of the relevant Domain Name providers, including Stichting Internet Domeinregistratie Nederland and RIPE. The relevant authority decides on the allocation of a domain name and/or IP address. WP Provider only plays an intermediary role in the application and does not guarantee that an application will be honored.
- The Customer can only learn the fact of registration from the e-mail confirmation of WP Provider, which states that the requested domain name has been registered. An invoice for a registration fee is not a confirmation of registration.
- The Client shall indemnify and hold WP Provider harmless for any damages related to (the use of) a domain name on behalf of or by the Client.
- WP Provider shall not be liable for the loss of the Client’s right(s) to a domain name or for the fact that the domain name is prematurely requested and/or obtained by a third party, except in the case of gross negligence or wilful misconduct by WP Provider.
- If WP Provider registers a domain name in its name on behalf of the Customer, WP Provider shall cooperate with any request made by the Customer for the transfer, assignment or termination of such domain name.
- The Registrar and the Customer are deemed to be the same person or the same legal entity. If the Principal and the domain name holder are different legal entities or natural persons, the provisions of this paragraph shall also apply, unless the domain name holder is a WP Provider or a local contact person of WP Provider on behalf of the Principal:
- The Client undertakes to inform the domain name holder about and to comply with Article 6.8, which applies to the Client;
- The Client remains responsible for compliance with all other provisions of the Agreement.
- The Customer must comply with all registration conditions, provisions, and (dispute) arrangements that Domain Name Providers set for application, assignment, or use of a domain name and/or IP address. The client is referred to the domain name conditions which belong to the relevant extension on an overview page. The domain name conditions are part of the Agreement.
- WP Provider has the right to make the domain name and/or the IP address inaccessible or unusable, or to transfer them to its own name if the Customer is demonstrably in breach of contract, but only for as long as the Customer is in breach and only after a reasonable period of time has elapsed as set in a written notice of default.
- If the Agreement is dissolved due to default of the Customer, WP Provider has the right to terminate the domain name and/or IP address.
- The Client acknowledges the privacy statement of WP Provider and agrees to the processing of personal data for domain names as described in the privacy statement.
- If data from the WHOIS are blocked or hidden at the request of the Customer, this does not mean that WP Provider will no longer be able to provide (name and address) data to the competent authorities. If WP Provider has a legal obligation to provide data to competent authorities, WP Provider will comply with such obligation at all times.
Article 7. Availability of the Service
- WP Provider will do its utmost to achieve uninterrupted availability of its systems and networks, and to realise access to data stored by WP Provider, but does not offer any guarantees unless otherwise agreed in the quotation or the electronic order procedure by means of a Service Level Agreement (SLA). Unless otherwise stipulated in such an SLA, the provisions of this article apply to availability.
- WP Provider does not make backup copies available to the Customer, unless the Customer has purchased an additional SLA for this purpose. It is therefore the Customer’s responsibility to make backup copies of the data stored at WP Provider.
- WP Provider will make every effort to keep the software it uses up-to-date. However, WP Provider is dependent on its supplier(s). WP Provider has the right not to install certain updates or patches if it judges that this will not improve the correct provision of the Service.
- WP Provider shall make every effort to ensure that the Principal can use the networks that are directly or indirectly connected to the network of WP Provider. However, WP Provider cannot guarantee that these networks will be available at any time.
- If, in the opinion of WP Provider, the functioning of the computer systems or network of WP Provider or third parties and/or the provision of services via a network is endangered, particularly by the excessive sending of e-mails or other data, poorly secured systems or activities of viruses, Trojans and similar software, WP Provider has the right to take all measures it reasonably considers necessary in order to avert or prevent this danger.
Article 8. Liability
- WP Provider’s liability for direct damages suffered by the Principal due to an imputable failure of WP Provider to fulfil its obligations under this Agreement, or due to any wrongful act by WP Provider, its employees or third parties it engages, shall be limited per event or a series of related events to an amount equal to the annual fees due by the Principal under this Agreement (excluding VAT). In no event, however, shall the total compensation for direct loss exceed 1,000 euros (excluding VAT).
- WP Provider is not liable for indirect damages, including consequential damages, lost profits, lost savings, loss of (business) data and damage due to business interruption.
- Other than in the cases mentioned in Article 8.1, WP Provider is not liable for damages, regardless of the grounds on which an action for damages would be based. The maximum amounts mentioned in Article 8.1 are cancelled if and insofar as the damage is the result of deliberate action or gross negligence on the part of WP Provider’s managerial staff.
- WP Provider’s liability for an attributable failure in the fulfilment of the Agreement shall only arise if the Principal immediately and properly gives WP Provider notice of default in writing, setting a reasonable time period to remedy the failure, and WP Provider remains in attributable breach of contract even after that period. The notice of default must contain as detailed a description as possible of the shortcoming, so that WP Provider is able to respond adequately.
- WP Provider shall never be liable for damages caused by force majeure.
- The existence of any right to compensation is always conditional upon the Principal reporting the damage in writing to WP Provider within 30 days of its occurrence.
- The Client shall indemnify WP Provider against all claims from third parties for liability resulting from a defect in the Service supplied by the Client to a third party, which partly consisted of goods, materials or results supplied by WP Provider.
Article 9. Malfunctions and force majeure
- WP Provider has the right to put its systems, including the Website, or parts thereof, temporarily out of operation for the purpose of maintenance, adaptation or improvement. WP Provider shall try to arrange for such taking out of service to take place as much as possible outside office hours and shall make every effort to inform the Customer of the planned taking out of service in a timely manner. However, WP Provider shall never be liable for damages in connection with such decommissioning.
- WP Provider has the right to modify its systems, including the Website, or portions thereof from time to time to improve functionality and to correct errors. If an adjustment leads to a significant change in functionality, WP Provider will make every effort to inform the Customer thereof. In the case of adjustments that are relevant to several Clients, it is not possible to waive a particular adjustment for the Client alone. WP Provider shall not be liable for any compensation for damage caused by such a modification.
- WP Provider will make every effort to inform the Customer about the nature and expected duration of the interruption in the event that the Service is unavailable, due to breakdowns, maintenance or other causes.
- In case of force majeure, which includes in any case malfunctioning or failure of the Internet, the telecommunications infrastructure, synflooding, network attack, DoS or DDoS attacks, power outages, civil commotion, mobilization, war, traffic congestion, strike, lockout, business disturbances, supply delay, fire, flooding, import and export restrictions and in case WP Provider is unable to deliver by its own suppliers, If WP Provider is unable to deliver from its own suppliers, regardless of the reason, which makes it unreasonable to expect fulfilment of the Agreement, the execution of the Agreement shall be suspended or the Agreement shall be terminated when the force majeure situation has lasted longer than ninety days, without any obligation to pay damages.
Article 10. Duration and termination
- If the Service is intended for the periodic provision of services during a certain period, the Agreement is deemed to have been entered into for the minimum period indicated per service. If this minimum period has expired without a party having expressed the wish to terminate at least one (1) month before the end date of the contract, the contract will be automatically renewed for the period indicated per service. If the Client is a natural person who is not acting in the course of a profession or business and the Client has not expressed the wish to terminate the agreement before the minimum period has expired, the agreement will automatically be converted to an indefinite period, with a notice period of one month.
- If the Client is a natural person who is not acting in the course of a profession or business, the Client may terminate the contract at any day after its tacit renewal. The termination will take effect one month after receipt of the notice. One month’ notice period means no later than the day with the same number in the following month.
- Upon termination, cancellation or dissolution for any reason whatsoever, WP Provider shall be entitled to immediately delete or make inaccessible all stored data and to close down all Customer’s accounts. WP Provider shall not be obliged to provide Customer with a copy of such data in that case.
- The Client may give notice of termination through the same channel through which the Agreement was entered into. The Client may also cancel via My WP Provider and in writing. Since some channels are susceptible to misuse and identity theft, WP Provider may take measures in Client’s interest to reduce the risk of such misuse. For security reasons, WP Provider requests you to log in to My WP Provider at all times and cancel the service from there.
- If the Customer is a natural person not acting in the course of a profession or business, the Customer has the right to dissolve the Agreement without giving reasons within fourteen days of its establishment, unless WP Provider has already started to execute the Agreement within this period with the consent of the Customer. Services that are excluded from the fourteen day cooling off period are mentioned including the reason: https://www.WP Provider.nl/over-WP Provider/right of withdrawal.
- If the Customer fails to fulfil any of its obligations under the Agreement, WP Provider has the right to terminate all Agreements concluded with the Customer concerned without the need for any notice of default or judicial intervention and without prejudice to WP Provider’s right to claim compensation for damages, loss of profit and interest.
Article 11. Payment conditions
- The Client’s payment obligation commences at the moment the agreement is concluded. The payment covers the period starting on the day of the actual availability of products and services of WP Provider.
- WP Provider shall send an invoice to the Principal for the amount due by the Principal. The payment term of this invoice is 14 days after the date of the invoice, unless otherwise indicated on the invoice or otherwise agreed in the Agreement.
- Client agrees to electronic invoicing by WP Provider.
- Notwithstanding the previous paragraph, WP Provider is not obliged to send an invoice if the Agreement is a continuing performance agreement. The Customer shall pay WP Provider the amount due for that period on a monthly basis, or another agreed period.
- Depending on the period for which the agreement is entered into, the costs are charged in advance, and must be paid in advance, otherwise WP Provider reserves the right to (temporarily) suspend services.
- If the Client has not paid on time, this will be communicated to the Client and a further term of payment will be set. If payment has not been made within this period, the Client will be in default without further notice. The Client shall then owe the statutory interest as referred to in Sections 119a and 120 of Book 6 of the Dutch Civil Code (statutory commercial interest). If the Client is a natural person, not acting in the course of a profession or business, he shall then owe the statutory interest as referred to in Article 6: 119 of the Dutch Civil Code.
- If due amounts cannot be collected or are not received due to actions of the Customer, WP Provider shall in any case charge 5 euros for administration costs. The aforementioned administration fee shall be increased to a maximum of 25 euros if the Principal fails to pay the claim of WP Provider and WP Provider is forced to hand over its claim. In the latter case, Client is also obliged to pay a reasonable compensation for extrajudicial costs, including all costs as referred to in article 6: 96 Civil Code.
- If WP Provider had to incur additional costs (other than those mentioned above) in order to collect the amount due, these will be charged to the Customer.
- If the Customer is of the opinion that the charged costs are incorrect, the Customer can make the objections known to WP Provider within two weeks after the invoice date. After receiving the objection, WP Provider will investigate whether the invoice amount is correct.
- The claim for payment shall be immediately due and payable in the event that the Client is declared bankrupt, applies for a suspension of payments or if assets of the Client are seized, the Client dies and furthermore, if the Client goes into liquidation or is dissolved.
- In the above cases WP Provider has the right to terminate or suspend execution of the Agreement or any part thereof not yet executed without notice of default or judicial intervention, without being entitled to any compensation for damages incurred by the Customer as a result thereof.
Article 12. Intellectual property rights
- All intellectual property rights on all materials, software, analyses, designs, documentation, advice, reports, offers, as well as preparatory materials thereof, developed or made available in the context of the Service, are held exclusively by WP Provider or its licensors.
- The Customer will only acquire the rights of use and powers arising from the scope of the Agreement or granted in writing, and the Customer will not otherwise reproduce or publish the software or other materials.
- The Client is not permitted to remove or change any indication concerning copyrights, brands, trade names or other intellectual property rights from the materials, including indications concerning the confidential nature and secrecy of the materials.
- WP Provider is permitted to take technical measures to protect the Materials. If WP Provider has secured the materials by means of technical protection, the Customer is not allowed to remove or circumvent such protection.
- Any use, reproduction or disclosure of the materials beyond the scope of the Agreement or rights of use granted shall be considered a copyright infringement. The Customer shall pay to WP Provider a fine of 2,000 euros per infringing act, which is immediately due and payable and not subject to judicial moderation, without prejudice to WP Provider’s right to claim damages for the infringement or to take other legal action in order to have the infringement terminated.
Article 13. Confidentiality
- The parties will treat information which they provide to each other before, during or after the execution of the Agreement as confidential if this information is marked as confidential or if the receiving party knows or should reasonably suspect that the information was intended to be confidential. The parties will also impose this obligation on their employees and on third parties engaged by them for the performance of the Agreement.
- WP Provider will not become acquainted with data that the Principal stores and/or distributes via the systems of WP Provider, unless this is necessary for the proper execution of the Agreement or unless WP Provider is required to do so by law or court order. In that case, WP Provider will make every effort to limit access to the data as much as possible, to the extent that this is within its power.
Article 14. Changes to General Terms and Conditions
- WP Provider reserves the right to modify or supplement these terms and conditions.
- Amendments also apply to agreements that have already been concluded with due observance of a period of 30 days after the amendment has been announced on WP Provider’s website or by electronic message. Changes of minor importance can be made at any time.
- If the Client does not wish to accept a change in these terms and conditions, he may terminate the agreement by the date on which the new terms and conditions come into force.
Article 15. Final provisions
- This agreement is governed by Dutch law.
- Insofar as the rules of mandatory law do not prescribe otherwise, all disputes that may arise from this agreement will be submitted to the competent Dutch court in Amsterdam.
- If any provision of this agreement proves to be invalid, this will not affect the validity of the entire agreement. In that case the parties will lay down (a) new provision(s) by way of replacement, which will give shape to the intention of the original Agreement and General Terms and Conditions as much as is legally possible.
- The term ‘in writing’ in these conditions also includes e-mail and communication by fax, provided that the identity and integrity of the e-mail or fax is sufficiently established.
- The version of any communication, measurement (monitoring) received or stored by WP Provider shall be authentic, unless evidence to the contrary is provided by the Principal.
- The parties shall inform each other without delay of any changes in name, postal address, e-mail address, telephone number and, if requested, bank or giro account number. The Customer must make these changes via My WP Provider. If Client is demonstrably in default and can no longer be reached under any of the last provided contact details, WP Provider has the right to terminate paid services at the end of the contract period and to cancel unpaid services immediately.
- Each Party shall only be entitled to transfer its rights and obligations under the Agreement to a third party with the prior written consent of the other Party.
- The general terms and conditions are drawn up in Dutch and in English. The Dutch text shall be binding in the event of any difference in content or tenor.
Article 16. Additional terms and conditions of the processing agreement
In addition to our general terms and conditions, the processor’s agreement applies. You can consult this processing agreement via this link.
Additional terms and conditions for domain registrations outside the EU
When registering a domain name outside the EU (ccTLDs), you should be aware that WP Provider cannot guarantee the privacy of the person whose name the domain name will be registered to (WHOIS). If you choose to register the domain name, you agree to take over the responsibility for sharing personal data with the Registry of the ccTLD in question. This means that the responsibility no longer lies with WP Provider.
Additional terms and conditions domain registrations
If you register one or more domain names through us or have them registered in your name, we will register them for you or have them registered with the registry that issues the relevant domain name extension.
For some domain name extensions, like for instance .nl domain names, the registry concerned requires an agreement between you and that registry. You grant us a power of attorney to enter into this agreement on your behalf and to agree to the applicable terms and conditions on your behalf.