General terms and conditions

1. Web it Up: Web it Up, established in Diemen under KvK number 65306643.
2. Client: the person with whom Web it Up has entered into an agreement.
3. Parties: Web it Up and the client together.
4. Consumer: a customer who is also a natural person acting as a private individual.

1. These terms and conditions apply to all quotations, offers, work, assignments, agreements and deliveries of services or products by or on behalf of Web it Up.
2. The parties may deviate from these terms and conditions only if they have expressly agreed to do so in writing.
3. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the client or third parties.

1. Offers and quotations from Web it Up are without obligation, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum of 1 month, unless the offer or quotation states a different acceptance period.
3. If the client does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed in writing.

1. Upon acceptance of an offer or quotation without obligation, Web it Up reserves the right to withdraw the offer or quotation within 3 days of receiving the acceptance, without the client being able to derive any rights therefrom.
2. Verbal acceptance by the client does not bind Web it Up until the client has confirmed it in writing (or electronically).

1. All prices quoted by Web it Up are in euros, are exclusive of VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
2. All prices charged by Web it Up for its products or services, disclosed on its website or otherwise, Web it Up may change at any time.
3. Increases in the cost prices of products or parts thereof, which Web it Up could not foresee at the time of making the offer or entering into the agreement, may give rise to price increases.
4. The consumer has the right to dissolve an agreement due to a price increase as referred to in paragraph 3, unless the increase is due to a statutory regulation.
5. The price for a service will be determined by Web it Up on the basis of actual hours spent.
6. The price is calculated according to Web it Up's usual hourly rates, valid for the period in which it performs the work, unless a different hourly rate has been agreed.
7. If the parties have agreed on a total amount for a Web it Up service, this is always a target price, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from. 8. Web it Up is entitled to a 10% deviation from the target price.
8. Web it Up is entitled to a 10% deviation from the target price.
9. If the target price is more than 10% higher, Web it Up must inform the client in good time why a higher price is justified.
10. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
11. Web it Up has the right to adjust prices annually.
12. Web it Up will communicate price adjustments to the client prior to their commencement.
13. The consumer has the right to cancel the agreement with Web it Up if he does not agree with the price increase.

1. Web it Up may require a deposit of up to 50% of the agreed amount when entering into the agreement.
2. The customer must make subsequent payments within 7 days of delivery of the product.
3. Payment deadlines apply as deadlines. This means that if the client has not paid the agreed amount at the latest on the last day of the payment period, he will be in default by operation of law, without the need for Web it Up to send the client a reminder or give notice of default.
4. Web it Up reserves the right to make delivery conditional on immediate payment or require security for the total amount of the services or products.

1. If the client fails to pay within the agreed period, Web it Up is entitled to charge interest of 1% per month from the day the client is in default, with part of a month counting as a whole month. .
2. If the client is in default, it shall also owe extrajudicial collection costs and any damages to Web it Up.
3. Collection costs shall be calculated on the basis of the Decree on compensation for extra-judicial collection costs.
4. If the client fails to pay on time, Web it Up may suspend its obligations until the client has fulfilled its payment obligation.
5. In case of liquidation, bankruptcy, attachment or suspension of payment of the client, Web it Up's claims against the client are immediately due and payable.
6. If the client refuses to cooperate with the execution of the agreement by Web it Up, it is still obliged to pay the agreed price to Web it Up.

1. Once the client is in default, Web it Up is entitled to invoke the right of complaint in respect of the unpaid products delivered to the client.
2. Web it Up invokes the right of claim by written or electronic communication.
3. As soon as the client is informed of the invoked right of complaint, the client must immediately return the products to which this right relates to Web it Up, unless the parties agree otherwise.
4. The cost of returning or returning the products shall be borne by the customer.

1. A consumer may cancel an online purchase during a 14-day cooling-off period without giving reasons, provided that:
- the product has not been used
- it is not a product that spoils quickly, such as food or flowers
- it is not a product that has been specially tailored or adapted for the consumer
- it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)

- the seal is still intact in the case of data carriers with digital content (DVDs, CDs, etc.)
- the product is not a trip, transport ticket, catering order or form of leisure activity
- the product is not a loose magazine or newspaper
- it is not an (order for) emergency repair
- the consumer has not waived his right of withdrawal
2. The 14-day cooling-off period referred to in paragraph 1 starts:
o on the day after the consumer has received the last product or part of 1 order
o as soon as the consumer has received the first product in a subscription
o as soon as the consumer has purchased a service for the first time
o as soon as the consumer has confirmed that he will purchase digital content via the Internet
3. Consumers may make their recourse to the right of withdrawal known via info@webitup-company.com, if desired using the withdrawal form which can be downloaded from the Web it Up website, https://webitup-company.com/.
4. The consumer is obliged to return the product to Web it Up within 14 days after having expressed his right of withdrawal, failing which his right of withdrawal lapses.
5. Return costs will be borne by Web it Up only if the entire order is returned.
6. If purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement under the law, Web it Up will reimburse these costs to the consumer within 14 days of receiving the timely invocation of the right of withdrawal, provided that the consumer has returned the product to Web it Up in a timely manner.

Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any obligation arising from this agreement.

1. Web it Up may invoke its right of retention and, in that case, retain products of the customer until the customer has paid all outstanding bills against Web it Up, unless the customer has provided adequate security for those costs. .
2. The right of lien also applies under previous agreements from which the customer still owes payments to Web it Up.
3. Web it Up shall never be liable for any damages that the client may suffer as a result of exercising its right of retention.

Unless the customer is a consumer, the customer waives its right to set off a debt owed to Web it Up against a claim against Web it Up.

1. Web it Up remains the owner of all delivered products until the customer has fully fulfilled all its payment obligations to Web it Up under any agreement entered into with Web it Up, including claims for default.
2. Until such time, Web it Up may invoke its retention of title and repossess the goods.
3. Before ownership has passed to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
4. If Web it Up invokes its retention of title, the agreement shall be deemed dissolved and Web it Up shall be entitled to claim damages, lost profits and interest.

1. Delivery will take place while stocks last.
2. Delivery takes place at Web it Up, unless the parties have agreed otherwise.
3. Delivery of products ordered online takes place at the address indicated by the customer.
4. If the agreed amounts are not paid or not paid on time, Web it Up is entitled to suspend its obligations until the agreed part is paid.
5. Failure to pay on time constitutes creditor default, with the consequence that the client cannot hold late delivery against Web it Up.

1. The delivery times given by Web it Up are indicative and if exceeded do not entitle the client to rescission or damages, unless the parties have expressly agreed otherwise in writing.
2. The delivery time commences after the offer signed by the client for approval to Web it Up has been confirmed to the client by Web it Up in writing or electronically.
3. Exceeding the stated delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless Web it Up cannot deliver within 14 days after written reminder or the parties have agreed otherwise.

The customer must ensure that the actual delivery of the products ordered by him can take place on time.

Transport costs shall be borne by the customer, unless the parties have agreed otherwise.

1. If the packaging of a delivered product has been opened or damaged, the customer must have a note made by the forwarder or delivery person before receiving the product, failing which Web it Up cannot be held liable. for any damage.
2. If the customer takes care of the transport of a product himself, he must report any visible damage to products or packaging to Web it Up prior to transport, failing which Web it Up cannot be held liable for any damage.

1. The customer undertakes to adequately insure and keep insured the following items against, inter alia, fire, explosion and water damage as well as theft:
o delivered items necessary for the execution of the underlying agreement
o items belonging to Web it Up which are on the customer's premises
o goods delivered under retention of title
2. The client will provide the policy of these insurances at Web it Up's first request for inspection.

1. If the customer only takes delivery of the ordered products later than the agreed delivery date, the risk of any loss of quality shall be entirely borne by the customer.
2. Any additional costs resulting from premature or late acceptance of products shall be borne entirely by the customer.

1. Where the parties have entered into an agreement of a service nature, it contains for Web it Up only effort obligations, not result obligations.
2. The warranty in respect of products applies only to defects resulting from faulty manufacture, construction or material.
3. The guarantee does not apply in case of normal wear and tear and damage due to accidents, modifications to the product, negligence or improper use by the customer, as well as when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties shall pass to the customer at the moment they are legally and/or actually delivered, or at least come under the control of the customer or of a third party who takes delivery of the product on behalf of the customer.

1. Web it Up shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Web it Up has the right to have the agreed services (partly) performed by third parties.
3. The execution of the agreement shall take place by mutual agreement and after written agreement and payment of any agreed advance by the customer.
4. It is the client's responsibility to ensure that Web it Up can start executing the agreement in a timely manner.
5. If the client has not ensured that Web it Up can start executing the agreement on time, the resulting additional costs and/or additional hours shall be borne by the client.

1. The client shall provide Web it Up with all information, data and documents relevant for the correct execution of the agreement in a timely manner and in the desired form and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
3. If and to the extent requested by the client, Web it Up will return the relevant documents.
4. If the client fails to provide information, data or documents reasonably required by Web it Up, or fails to do so on time or properly, and the performance of the agreement is delayed as a result, the resulting extra costs and extra hours shall be borne by the client. client.

1. The agreement between Web it Up and the client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. If a contract has been entered into for a definite period, it shall be tacitly converted into a contract for an indefinite period after the expiry of the term, unless one of the parties cancels the contract subject to 2 months' notice, or a consumer cancels the contract subject to 1 month's notice, the contract shall end by operation of law.
3. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a deadline. If this term is exceeded, the client should give Web it Up written notice of default.
Termination of the agreement for an indefinite period of time
1. The client may terminate an agreement entered into for an indefinite period of time at any time subject to 2 months' notice.
2. A consumer has the right to terminate an open-ended agreement subject to 1 month's notice.

1. Web it Up retains all intellectual property rights (including copyright, patent right, trademark right, drawing and model right, etc.) in all designs, drawings, writings, carriers with data or other information, offers, images, sketches, models, etc., unless the parties have agreed otherwise in writing.
2. The client may not copy or cause to be copied, show and/or make available to third parties or otherwise use said intellectual property rights without the prior written consent of Web it Up.

1. If the other party violates the article of these general terms and conditions on confidentiality or on intellectual property, he forfeits for trade name an immediately payable fine for each violation.
- if the other party is a consumer, this fine amounts to € 1,000
- if the other party is a legal entity, this fine amounts to € 5,000
2. In addition, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that the violation continues.
3. No prior notice of default or court proceedings are required to forfeit this penalty. Nor does it require any form of damage.
4. Forfeiture of the fine mentioned in the first paragraph of this article does not affect Web it Up's other rights, including its right to claim damages in addition to the fine.

The customer indemnifies Web it Up against all claims from third parties with regard to the products and/or services supplied by Web it Up.

1. The customer must examine a product or service supplied by Web it Up as soon as possible for any shortcomings.
2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Web it Up of this as soon as possible, but in any case within 1 month after discovering the shortcomings.
3. Consumers must inform Web it Up of this within 2 months of discovering the deficiencies.
4. The customer provides as detailed a description as possible of the shortcoming, so that Web it Up is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can under no circumstances lead to Web it Up being obliged to perform work other than that agreed upon.

1. The customer must give Web it Up written notice of default.
2. It is the customer's responsibility that a notice of default actually reaches Web it Up (in time).

If Web it Up enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts that they owe to Web it Up under that agreement.

1. Web it Up is only liable for damage suffered by the customer if and to the extent that such damage is caused by intent or deliberate recklessness.
2. If Web it Up is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
3. Web it Up is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
4. If Web it Up is liable, this liability is limited to the amount of the agreement to which the liability relates.

Any right of the customer to compensation from Web it Up shall in any case expire 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Civil Code.

1. The customer has the right to terminate the agreement if Web it Up is culpably in breach of its obligations, unless this breach does not justify termination due to its special nature or minor significance.
2. If compliance with the obligations by Web it Up is permanently or temporarily impossible, dissolution can only take place after Web it Up is in default.
3. Web it Up has the right to terminate the agreement with the customer if the customer does not, does not fully or does not timely fulfil his obligations under the agreement, or if circumstances come to the attention of Web it Up that give it good reason to fear that the customer will not be able to properly fulfil his obligations.

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Web it Up to fulfil any obligation towards the customer cannot be attributed to Web it Up in a situation beyond the control of Web it Up, which prevents the fulfilment of its obligations towards the customer in whole or in part or which makes it unreasonable to expect Web it Up to fulfil its obligations.
2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to –: state of emergency (such as civil war, uprising, riots, natural disasters, etc.); default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather and work stoppages.
3. If a force majeure situation occurs as a result of which Web it Up cannot fulfill one or more obligations towards the customer, those obligations will be suspended until Web it Up can fulfill them again.
4. From the moment that a force majeure situation has lasted for at least 30 calendar days, either party may terminate the agreement in writing in whole or in part.
5. Web it Up is not liable for any (damage) compensation in the event of force majeure, even if it enjoys any benefit as a result of the force majeure situation.

If, after the conclusion of the agreement, it appears necessary to change or supplement its content for its execution, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

1. Web it Up is entitled to change or supplement these general terms and conditions.
2. Changes of minor importance can be implemented at any time.
3. Web it Up will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to terminate the agreement in the event of a material change to the general terms and conditions.

1. Customer rights under an agreement between parties cannot be transferred to third parties without prior written permission from Web it Up.
2. This provision applies as a clause with property law effect as referred to in article 3:83, paragraph 2, of the Civil Code.

1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these terms and conditions.
2. A provision that is null and void or voidable will in that case be replaced by a provision that comes closest to what Web it Up had in mind when drawing up the terms and conditions.

1. Any agreement between the parties shall be governed exclusively by Dutch law.
2. The Dutch court in the district where Web it Up has its registered office/practice/office shall have exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

Created on August 14, 2020.