Contractual Terms of Business Webstars

Contractual Terms of Business Webstars B.V.

Contractual Terms of Business Webstars B.V.

for the supply of Online Marketing Products & Services

SECTIONS

1) SUBJECT
2) CONTRACT
3) PRODUCTS & SERVICES OF BUSINESS WEBSTARS B.V.
4) TERMS OF PAYMENT
5) VALIDITY, DELIVERY
6) VALIDITY OF THE CONTRACT AND SILENT RENEWAL
7) COSTS
8) DISPUTES AND CONTROVERSY
9) CONTRACT FINALIZATION

* Business Webstars B.V. will be written in the Contract both with the full name and/or with the abbreviated version BW.

1) SUBJECT

1) The Contract relates to IT consultancy and software development for Marketing & Advertising activities and promotional purposes.

2) Specifically:

1) 6201 Software Development: Development, production and publishing of software

2) 6202 IT consultancies: Consultancy in the field of information technology

3) 6209 Other IT products & services: Other information technology products & services activities

1.1 Client’s Data

In order for BW to provide any Products & services, BW requires to the Client

ID (passport, ID)
Company address
VAT (BTW) Number
KVK Number (if relevant a valid extract from the trade register of the Chamber of Commerce.)
Valid Payments Methods

BW will start to provide the products & services after completion of the above procedure by the Client.
The Client is required to fully comply with any information requests concerning his/her The Client might be required to share certain personal or company data to BW in order to enable BW to provide the full functionalities and features of the requested products & services.
BW shall never be liable for damages that a Client incurred, incurs or shall incur due to or in connection with a wrong information provided by the Client, unless there is question of intent or negligence on the part of BW.
The same rule applies to the unwillingness of the Client to provide the necessary authorizations, information and payments to enable BW to provide the requested products & services, unless there is a question of intent or negligence on the part of BW.
Extra Assistance costs can be applicable, in the event that BW has to provide further assistance to the Client for products & services that were not included in the Contract.
Extra Assistance costs can be requested to Business Webstars B.V: via the provided contact methods.
For all that is omitted in the signing of the Contract, the Client recognizes the right to BW, to integrate the agreements with the information necessary for the provision of the products & services purchased which is accepted without any reservations.

1.2 Guarantees and Obligations of the Client

1.2.1: Responsibility of the Client for the contents posted on the internet.

The Client assumes all responsibility for the information and content entered on the internet, guaranteeing that these will not violate copyrights, patents, or trademarks, trademarks, property rights or other intellectual or industrial property rights.
Original and/or used with the permission of the owners and in the manner permitted by current legislation, with the obligation to cite the source and the authorization.
The Client acknowledges that it is forbidden to use, or to give to others access to BW’s products & services with the intent to go against morality and public order or with the aim of harassing individuals, damaging, violating or attempting to violate correspondence and private messages.
The Client has the responsibility to store and preserve any Client identification codes and passwords provided, and so that he/she will therefore be the one and only responsible for any damage deriving from the knowledge, by unauthorized third parties, of the aforementioned data.
The Client must immediately notify BW of any hacking, data breach or data loss.
The provisions herein apply, in addition to those who have signed the Contract, also to all its employees, agents and representatives, and to third party users who use the products & services through them.

1.2.2 Authorization for the use of data

The Client authorizes BW to enter their data and the website indicated in the Contract or otherwise communicated, by BW and its business partners to complete the Contract’s obligations.
The Client authorizes BW to use the Client's data for the delivery of the products & services.
The Client authorizes BW to insert links, for promotional purposes, on to its website and to report "Website created/optimized by BW", based on the products & services provided and in any case as mentioned to the Client.
The Client authorizes BW to carry out statistical analyzes of their website, etc. while he/she undertakes not to modify, directly or through third parties, the products & services provided by BW.

1.2.3 Obligations of the Client

The Client warrants and guarantees to BW and his Representatives that all the information given by the Client was correct when it was provided and was deemed to remain correct for the foreseeable period thereafter.
The Client is not engaged nor will engage in any illegal activities in any of his/her former, present or future business activities.
The Client is not presently in a state of bankruptcy or suspension of payment, and at present no conflict with (his/her national) tax authorities regarding to any tax position.
The Clients shall inform BW or its representative immediately when a change of the information that the Client has provided occurs.
BW has the right to cancel its products & services when is not able to reach the Client within 14 days, after having utilized all available provided contact methods, therefore up-to-date contact information is required at all times.
BW shall not be liable for any damages caused by the termination of the products & services.
The Client shall act in accordance with the instructions set in the Proposal.
The Client shall not disclose the content of the discussion he/she had with the Company’s Specialists or any other person representing BW unless he is under a legal obligation.

1.2.4 Guarantees and Warranties by the Client

The Client guarantees and warrants to Business Webstars B.V. and as a separate covenant with each person or nominated by BW’s Representatives that:

Any products & services introduced by the Client has been lawfully introduced and is not derived from, or otherwise connected with, any illegal activity;
The Client will not be engaged or involved, directly or indirectly, in any unlawful activity or be used for any unlawful purpose.

The Client will keep BW fully informed of all business activities and information necessary for BW’ products & services; and that the Client will ensure that the Business is managed in an ethical, business-like manner and complies with all applicable laws and regulations;

No instructions given to BW will require or involve any unlawful act or contain any falsehood or deception and that all information given will be accurate;
The Client warrants and undertakes that he/she will at all times ensure and procure that BW’ Budget agreed on the Contract is provided to meet its obligations including the costs of any new Products & services.
The Client will not cause or allow, whether by act or by default, to be unable to meet its debts and obligations as they become due.
The Client, and its representatives, will at all times pay due payment to BW of all the invoices, in connection with the products & services provided by BW.
The Client will, at all times, keep indemnified BW, its employees and Representatives against any actions, suits, proceedings, claims, demands, expenses and liabilities whatsoever which may occur in connection with the products & services provided, also regarding disservice of a third party on whom BW has no control.
At all times, the objectives and activities of the Client shall be lawful in any country or jurisdiction where the Client is doing business.
The Client warrants that diligent inquiry has been done prior to any instructions given at any time to BW, to determine they shall be lawful and will not infringe rights of any third party or the rights of any individual who has or may at any time have any valid and binding agreement with the company.

1.2.5 Client’s Dissolution/Bankruptcy

Upon the Client's Dissolution/Bankruptcy, all information and documents provided by the Client will be returned to he/she and extra products & services fees will be applied;
The Client is held responsible for any remaining debt or obligation due to BW;
Upon the dissolution of the company, BW will automatically cancel all the products & services provided to the Client while BW is not responsible for any problems or liabilities caused by the termination of products & services.

1.2.6 Guarantees and Warranties of Business Webstars B.V.

Business Webstars B.V., guarantees and warrants to the Client that:

The information regarding the products & services given to the Client was correct as described in this Contract and in the General Terms and Conditions.
The delivery of the products & services has taken place in accordance with this Contract, after receipt of a payment of no less than 100% of the invoices as agreed in this Contract.
It was entitled to provide the products & services in accordance with Dutch Law and EU regulations.
It has all the licenses and authorizations required to provide Products & services in respect to the laws of the Netherlands and/or any other EU country from which the products & services are provided.
It will provide all the products & services in accordance with their description, as stated in this Contract.
It will inform the Client of any relevant change regarding the products & services provided which may be relevant to the Client’s Contract and Budget.
All the documentation and information provided to BW by the Client shall be confidentially stored with the exception regarding requests from governments’ institutions.

1.2.7 Client's duty to provide the data necessary for the set-up of the products & services.

It is the Client's responsibility to provide all the necessary and required information for the registration and provision of the products & services.
The Client acknowledges that, in the absence of such information, BW will not set-up the products & services, with the Client‘s obligation to pay the expected project budget.
If the Client fails to deliver the business data, BW will be able to register a domain in its own name and provide the products & services purchased in relation to that domain, then arranging the redirect to the Client’s website.
The Client undertakes within 30 days from the signing of the Proposal, to communicate to BW any material/information necessary for the set-up, by certified e-mail This email address is being protected from spambots. You need JavaScript enabled to view it..
Receipt of the message by BW will prevail, after this deadline has expired, BW will not update the information unless new confirmation from the Client.

1.2.8 Applicability

The Client recognises and accepts that Business Webstars B.V. is, by entering into this Agreement, representing all and each one of the persons it may nominate or appoint, including its Representatives to perform the products & services.

1.3 Disclaimer

1) BW disclaimer for Client choices

BW undertakes exclusively to provide the products & services without assuming any responsibility for the choices made independently by the Client, who only bears the risk of non-advertising return, also in terms of expected turnover (which is never the subject of this Contract).

2) BW disclaimer in the event of problems in the provision of the products & services

The Client acknowledges that BW will never be liable for damages arising to the Client or to third parties as a result of interruptions, suspensions, delays or malfunctions of the products & services for any reason whatsoever. In any case, BW will not be held responsible for the content of e-mail messages disseminated by the Client and for the deletion, loss of files, defects or delays in the transmission and reception of information, server errors, or consequential losses and damages suffered by the Client or by third parts.
BW also reminds the Client that it accepts that technical interruptions are still possible due to breakdowns or malfunctions of the machines and software, whether they are owned by BW or its suppliers; in this case, the Client will have nothing to claim by way of compensation/compensation.
The occurrence of the events listed above will in no way be a reason for termination of the Agreement or withdrawal from it, nor a title for compensation for damages against BW. In any case, the amount of the refunds and/or compensation will never exceed the amount paid by the Client under the Contract, even in the event of loss of production/turnover and/or penalties imposed by third parties.

2) CONTRACT

Any Contract between BW and the Client will be subject to these Terms and Conditions:

The Client's Order of the Products & services provided by BW will be deemed accepted only when BW has been returned an Order form, and/or has received the Proposal and the Invoice as well as instruction has been sent by e-mail which accepts these terms and conditions.
The Client acknowledges that he/she has entered into the Contract with BW and is subject to these conditions as a principal and not as an agent for or on behalf of any other person and accepts personal liability for the payment of BW’s products & services.
The Client agrees to give his/her personal guarantee that BW invoices will be paid. Therefore the Client and its Representatives are personally liable for the costs of the Products & services provided by BW.
The Client’s Order concerning BW products & services, will be considered an Order also from his UBO* (Ultimate Beneficial Owner) and shareholders and for this reason the Client and its Representatives will be personally liable for the payment of the invoices to BW.
In its Order Confirmation, Business Webstars B.V. shall detail the nature and composition of products & services to be provided, including the time schedule for such deliveries.
The Order Confirmation will include an invoice for the Set-Up fee, which is payable within 5 working days, such sum is not refundable.
The Client will pay the remainder of the invoices immediately to Business Webstars B.V. within the period of time set forth in the invoice, and/or Confirmation Sheet, that BW will issue immediately upon receipt of the written request.
Should the Client fail to pay within that period, a contractual fine will be due, equal to 25% of the amount of the invoice, which is not subject to compensation or set-off by the Client and cannot be reduced by a court or arbiter.
Upon receipt of the full amount of the invoice, Business Webstars B.V. will proceed to execute the order within 30 working days or a short period as shall be agreed explicitly in the Contract.

2.1) Immediate termination of the Contract

BW has the right to terminate any Contract with a Client immediately when there is any evidence that its business in involved in any illegal activity, including but not limited to: 1) money laundering, 2) terrorism financing or other illegal activities related directly or indirectly to the Client, its directors or employees.
BW has the right to terminate any Contract with a Client immediately for any reasons when the Client is not respecting his/her obligations to BW nor BW’ professionalism.
The Client is held responsible and liable for any damage caused to BW related to illegal activities.
BW can sue the Client in Court, in the event it has to terminate the Contract for the above-mentioned reasons.

2.2) Prohibition of assignment by the Client of BW’s products & services and Intellectual property

It is forbidden for the Client to assign the Contract to third parties, temporarily or permanently, without the written consent of BW.
In any case Client is never released from his/her obligations to Business Webstars B.V.

2.3) Authorization for the third party

The Client specifically authorizes the possible transfer by BW of the Client data and agrees to the use of this data to activate the requested products & services, without the need for further acceptance by the Client, meaning they here expressed and confirmed.
The data management of BW with third parties will never cause its invalidity, termination or ineffectiveness and does not in any way constitute a legitimate reason for withdrawal for the Client from this Contract.
The transfer of the Contract and/or the credit of BW against the Client, to trusted professionals is always allowed and never causes invalidity, termination, ineffectiveness. of the Contract, nor can it constitute in any way legitimate reason for withdrawal for the Client from this Contract.

2.4) Validity of the Clauses

The Clauses remain always valid and in any way at current, present and future conditions there are no legitimate reasons for withdrawal from the Client side.

2.5) Termination Clause

In the event of non-fulfillment of even one of the obligations in this Contract, BW has the right to terminate this Agreement with immediate effect, by means of a communication via certified email.
The termination of the Contract is valid and effective if sent to the address communicated by the Client and indicated in this Agreement -regardless of the actual receipt of the same-.
With the right to withhold, as a partial fulfillment or as an irreducible penalty -cumulative with the others provided for- the amount paid by the Client (without obligation of any refund) and extended when contractually is still due, even in relation to products & services used in whole or in part.

2.6) Duration and conclusion of the Contract

The Contract will be considered final at the time of signing.
The provision of the products & services will normally take place within 30 working days from the stipulation, following the payment of the agreed sums according to the agreed methods, from the reception of the contents necessary for the creation of the web pages by the Client.
Unless otherwise is agreed between the parties, specified in the quote, in particular for the development of websites and specific web marketing campaigns.
Each Contract is valid for 12 months and tacitly renewed upon expiry, unless canceled by registered mail with return receipt, or by sending an e-mail to the Certified Mail address: This email address is being protected from spambots. You need JavaScript enabled to view it.

3) PRODUCTS & SERVICES OF BUSINESS WEBSTARS B.V.

3.1) Nature of the products & services provided

BW will provide products & services to the Client to its best knowledge, thereby using its experience and expertise in the field of Web Marketing Development and Software.
The products & services provided to the Client will be based on the Client business profile and features and might depend on factual situations that can neither be foreseen nor assessed by BW.
The Client is at all times advised to consult his own accountant and/or legal advisor and/or tax advisor.
Products & services were well defined and structured at the time they were provided.
It does not constitute a warranty or a guarantee that either will remain unchanged.

3.2) Use of the products & services of third parties Cookies

When providing products & services, BW is entitled to use affiliated third parties providers.
BW shall, as far as possible, to notify the Client before instructing third parties and shall perform due diligence in its selection of third parties.
BW shall not be liable for any acts and/or omissions of third parties providers.
The Client indemnifies and holds BW harmless from and against any and all third party claims, including extra costs, arising from the activities carried out for the Client, unless they are a result from negligence or willful misconduct by BW.

3.3) Target achievements of the provided products & services

BW cannot and will not guarantee that the products & services provided to the Client will grant any success because as a products & services provider, it is up to the Client to manage his/her business, BW is a Business Partner and is not responsible for any of the Client’s failures.

3.4) Products & services delivery

BW will still be deemed compliant if it creates the website and places it on an alternative domain.
In relation to positioning products & services, the results must be evaluated in the light of the sum of all the results achieved with the different keywords, on the various search engines and not individually.
Therefore, the lack of results with respect to one or more keywords or one or more search engines does not in any way constitute a breach of Contract.
In the event that, either with the authorization of BW or in the absence of such authorization, the Client intervenes directly, also through third parties, on the products & services to be supplied, BW declines all responsibility in relation to these interventions and their consequences.
Calculations of prices and the price list is available on request while regarding the description of products & services it is necessary to refer to the Proposal, prepared by BW following the information, data and requests provided by the Client.

4) TERMS OF PAYMENT

The Contract price payment shall be due within 30 days from the invoice date, except when it has been agreed otherwise in writing.
In the event of failure by the Client to pay any amount due to BW, the Client will be liable to pay interest at an interest rate of 6% per annum calculated on the outstanding amount due and such interest will accrue daily from the due date until the date payment has been received by BW.
In the case that the Client is in the process of liquidation/bankruptcy or moratorium, the obligations of the Client to pay will be due and payable on demand. The obligations of the Client to pay will also be due and payable on demand in the case that BW is informed about any circumstance that would constitute a ground for assuming that the Client will not be able to meet its payment obligations.
BW may at its discretion at any time require partial or full advance payment of the amounts payable to BW by the Client.
By the refusal/unwillingness of the Client to pay, BW is authorized to hire a certified third party to retrieve the due amounts.
In relation to the websites, the payments due for the first Contractual period is entirely intended for the Set-up and creation of the requested products & services since the annual amount due for the maintenance of the products & services is discounted, for promotional purposes, from the price for the first Contractual period only.
In the event of renewal, the amount due for the maintenance of the products & services will be updated with the new rates.
Regardless of the products & services, for all accounting and tax purposes, the details of the amounts shown on the invoice will prevail.
The payment of the consideration and the amount due under this Agreement, including for accessory charges, interest/monetary revaluation and penalties, must be executed in the manner and at the deadlines indicated in the Agreement.
Payment must be performed in three stages:

Set-Up fee
Delivery of the products & services.
Monthly

The Client's failure in each case authorization BW to suspend the delivery of its products & services agreed in the Contract.

4.1) Non-payment /late payment

In case of non-payment/delayed payment, the Client is automatically in default on the day following the deadline; BW will give to the Client 30 day grace period after that BW will suspend all the product & services provided to the Client.
The Client will be now held responsible to pay the entire residual debt in a single solution, accrued of penalties, accessory charges, interest, monetary revaluation and credit recovery costs to BW.
This applies also to the planned payment due of the contractually provided products & services.
Payments must be performed regardless of the actual use of the products & services and cannot be delayed by the Client's claims and exceptions of any nature and for whatever reason.
As a consequence BW interrupts the supply of products & services at any time with prior notice and it will continue by obscuring the website, suspending e-mails (where supplied by BW) and/or removing the positioning work, all the products & services will be restored when the Client has paid the amount due.
This suspension of products & services provided by BW does not exempt the Client from the obligation to pay what is contractually and/or legally due.

4.2) Refusal to proceed with the fulfillment of the delivery of products & services in case of default by the Client to perform his/her payment obligations.

BW can always legitimately refuse to provide its business services if the Client does not regularly fulfill its obligation relating to the agreed payments in this Contract.
Until the Set-Up fee is not paid, BW will delay the start of the Contractual work, without prejudice to the Client's obligation to make periodic payments within the agreed payment terms.
Partial payment, as well as delayed payment after 30 days from the due date, is equivalent to modify the Client’s status from active to default.

4.3) BW's Right to compensation

Here in this Contract the Client authorizes BW the right to proceed unilaterally, with compensation claims against the Client, without prejudice to any other right by BW.
BW has the obligation to notify the Client of due dates for payments.
The Client must pay following the terms and conditions set forth herein, upon the request and with the waiver of the benefit of the preventive enforcement of the principal debtor.

4.4) Methods of Payments

The Client undertakes to pay the amounts due in advance/periodically by these accepted Methods of Payments:

SEPA direct debit
Bank transfer
Credit card
Payments Service Providers (like PayPal, Mollie, Adyen Stripe, Ideal etc…)

5) VALIDITY, DELIVERY

This Contract shall enter into force immediately after both parties have signed it.
This Contract shall not be modified or changed unless otherwise agreed in writing by the parties of this Contract.
Any changes or additional provisions relating to this Contract shall be in writing. Any notification, request or other correspondence shall be in writing or sent to the other party in the form of mail.
The estimated delivery date of any products & services to be rendered by BW should be regarded as an estimate only, BW will use all its resources to comply with the estimated completion dates.
If BW does not comply with deadlines or the Client is not satisfied with the way the products & services are carried out by BW, the Client has to notify its complaint to BW within 15 working days after the problem has occurred.
After the notification period of 15 working days is completed, BW will not be responsible to fix the problems and will not take any responsibility for the resulting damages.
BW shall not be liable for non-completion or delays of an assignment caused by the Client’s delay in providing requested information, documents and any other material requested by BW during the performance of the requested products & services.

Any products & services information that was provided to BW should be considered genuine.

The Client is recommended to contact an independent tax or legal advisor to get a full understanding of the legal consequences of this Contract
BW shall not be liable for non-completion or delays of an assignment when completion depends on third parties.
BW shall only be held liable for non-completion of assignments or delay in providing products & services, if the Client proves that the non-completion or delays were caused by the willful neglect of BW.

BW’s liability shall not exceed the Contract amount, in no circumstances BW is liable for any consequential loss or loss of profits.

BW shall not be liable for any claim on any expenses, unless such extra expenses have been discussed and approved by BW in advance, before such expenses have been performed.

The parties have the obligation to notify each other in writing.

According to the agreement, if Business Webstars B.V. or the Client does not comply with its duties and obligations, or when one party does not perform or comply with their duties within 30 days after receiving notification from the other party, the other party can immediately terminate this agreement unilaterally.

During the first year after the sign of the Contract, prices of the products & services will be updated as it was mentioned in the Proposal.

After the first Contractual year, Business Webstars B.V. will notify the Client at least 10 working days before the update.

Business Wesbstars B.V. will continue to provide the products & services to the Client unless one of the following events occurs:

After having provided the products & services, information provided by the Client have proven to be and have been false.
The business pursued by the Client is illegal.
The Client does not pay two invoices in a row within the period set forth therein, or an invoice has been due for longer than six months.
The Client breaches the Confidentiality clause.
If any of these events occur, Business Webstars B.V. will terminate the provision of the products & services immediately, before having notified the Client, unless the Client prove otherwise.

The Client may after having paid all the outstanding invoices, terminate the Contractual relation with Business Webstars B.V. at any time, by sending an e-mail by the certified e-mail of BW. Such termination shall not affect any outstanding or upcoming invoices as covered by the Contract, during the pending Contract period.
In case of termination of the Contract, extra costs can be applicable to the Client to transfer his records or administration.

BW is not required to cooperate with the Client on any requests after the expiry of the Contract, although BW decides otherwise.

These costs will be charge in relation to the costs the BW has to sustain.

6) VALIDITY OF THE CONTRACT AND SILENT RENEWAL

1) Validity and duration

The realization/preparation of the products & services payed in two solutions, and in a maintenance activity, valid from the completion of the Set-up and delivery of the product & services and up to the term indicated in the Contract section referred as payment terms.
In relation to the positioning of products & services, the duration is to be understood to begin and to finish and to exist until the Client budget has been completely used.
The utilization of the products & services terminate upon completion and achievements of the Contracted activities by BW, regardless of the time taken and/or any duration indicated in the Contract.

2) Tacit renewal

The Contract starts from the date of signing of the Proposal, regardless of the actual use of the products & services.
It is subject to tacit renewal for the same period indicated in the Contract and so on for subsequent periods, unless one of the two parties involved, sends by certified email -which must be received at least 1 month before the expiry date of the subsequent renewal- the termination in written of the Contract.

3) Obligations of the Client in case of cancellation and penalties

The Client undertakes to provide BW, in the event of termination before the Contractually agreed dates in the Contract, the access to its website to allow BW to remove all its work.
The Client undertakes the duty and obligation, in the event of cancellation, to remove all the work carried out by BW within 10 days of the expiry of the relationship as indicated in the Contract.
Failing to perform such a task, the Client undertakes to pay BW, for each day of delay in the removal of the work after the expiry of the 10 days period, the unchangeable sum of € 50.00 per day as a penalty.
Any additional Contracts signed by the Client, in any case relating to BW products & services, will not cancel or replace this Contract.
Unless, in the event of an upgrade of products & services already purchased, the Client will pay, in addition to the sums due by the first Contract, the amount indicated in the next Contract.

4) Indemnity

The Client undertakes and agrees to indemnify and keep Business Webstars B.V., any representative of Business Webstars B.V., fully indemnified at all times -both during the continuance of this Contract and after its termination- from and against all and any actions, proceedings, demands and claims which may made against BW.
This includes any personnel member or any parent, subsidiary or associated company and freelancer of Business Webstars B.V., in connection with or in consequence of the execution of the products & services.
However this indemnity shall not extend to the negligence of BW or any such other negligent person and/or professional against whom the claim is made.
The Client undertakes to indemnify and hold BW harmless from any loss, damage, liability, cost, charge or expense deriving from any violation of these clauses, and this also with respect to actions, claims and exceptions made by third parties against them.

7) COSTS

1) Administration Costs

If the Client decides to migrate to another service provider and/or Web agency, Administration Costs will be charged based on the software utilized and the resulting working hours performed by BW.

2) Extra Costs

BW is entitled to charge additional costs to the Client when the Client has misused the products & services provided by BW by the Contracts; or in the resulting issues created by the Clients who ordered to BW to execute requests that BW advised not to proceed with.

3) Cancellation costs

Once the Proposal has been signed by the Client, the payments must be performed with respect to the Contractually agreed schedule.
BW will debit the full price of the products & services even if the Client decides to cancel them. BW provides no refund, for any products & services that might have been provided.
The Client will not be refunded the full amount paid, if BW decides to terminate the Contract for reasons connected to illegal activities, false personal or company data and external conditions.
In the event that BW should be liable to refund the Client, then it will consider any paid expenses to third parties, and it shall not refund such paid expenses.

8) DISPUTES AND CONTROVERSY

8.1) Jurisdiction

This Contract is governed by Dutch law -unless agreed otherwise in writing by the parties
Any dispute concerning this Contract, of any nature and kind, including its interpretation, execution and/or resolution, once every attempt has been made for an amicable settlement, as well as accessory nature, between BW and the Client, will be devolved to the exclusive and mandatory jurisdiction of the Amsterdam Courts, Netherlands, European Union -unless agreed otherwise in writing by the parties.
In the event of a conciliation delegated by the judge, any dispute arising from, or connected to, this Contract, will consider this Contract as the exclusive reference..
Exclusion of the right of withdrawal from this Contract for the Client.

8.2) Penalties & Legal action from BW

If the Client, with actions and omissions, does not put BW in a position to prepare and deliver the purchased products & services, BW may stop with the fulfillment of the Contract or to its termination.
The faults of the Client, to provide the necessary information entitled BW to the 50% of the total amount agreed in the Contract as an irreducible penalty, except for greater damage.
BW is entitled to retrieve the missing sum and the damage from the Clients via legal means.

8.3) Representation and Liability

The Client is obliged, when more than one natural person or legal entity is entering into the Contract with Business Webstars B.V., to appoint one natural person who shall represent the Client the (“Representative) with Business Webstars B.V.
In case of disputes between the parties who jointly form the Client, Business Webstars B.V. will have the right to regard the Representative as the Client, unless proven differently by a valid document signed by all or a court order and/or verdict.
The natural persons or legal entities -either the Client, his/her lawyers or his/her Representative who jointly form the Client are each individually liable towards Business Webstars B.V. for the fulfillment of the obligations of the Client towards Business Webstars B.V.
They are not the same but separate entities and not jointly liable for the fulfillment of obligations towards the Client or the constituting parties.
In the event the Client is represented by its Representatives a separate Agreement will be applicable, which covers the cooperation between the Representatives and the Client.

8.4) Communication and notifications of Disputes and Controversy

Sending messages to BW by any electronic means will be at the Client’s own risk. BW will not be responsible or liable for the non-arrival, partial arrival of any message sent by electronic means.
Any notice provided under this Agreement or to any of the parties involved shall be in writing and transmitted by electronic mail to the respective address stated in this Contract.

If addressed to Business Webstars B.V. at : legal @businesswebstars.com

If addressed to the Client at the chosen e-mail address.

Any provided electronic notifications to the respective e-mail address is deemed received at the time of dispatch of the same.
The Clients shall be obliged to notify Business Webstars B.V. of any change in his/her address or contact details as soon as they occur. Any notice given to Business Webstars B.V. shall be deemed received when sent by registered mail, or when otherwise advised.

9) CONTRACT FINALIZATION

By signing the Contract, the Client will be obliged to make the payment, de facto entering into a binding Contract relationship with BW.
The Contract for the agreed products & services will last until the Client or BW decides otherwise.
As such the Client will provide in writing via an e-mail, the willingness to terminate the Contract.
The termination will be finalized after the Client has paid any remaining invoices due to BW.
The Contract will be extended automatically if the Client does not terminate the Contract in writing via e-mail before the termination of the pending Contract.
The termination conditions are mentioned in the Contract.
Product & Services Conditions applied for this Contract are available to the Client.
In case of an invoice rejection by the Payment Providers, BW can not be held responsible in any way to suspend some products & services that require direct payment (e.g., Google Products).
BW cannot provide any guarantee that the Client will continue to receive all the products & services if the Client stops paying the invoices to BW.
BW cannot be held liable in case that the Client has no financial funding to pay BW’s products & services.

9.1) Waiver of Rights

A written declaration by Business Webstars B.V.
Any situation in which Business Webstars B.V. does not make use of any of its rights under these conditions, shall not be constituted as a waiver for such rights in any other, future or present, situation.
A waiver can be only established for a specific event or situation by Business Webstars B.V.

Having read the above Contract carefully, the Client declares to expressly approve the content of this Contract.

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