Terms and Conditions
EliteWP
These general terms and conditions apply to all offers and agreements arising therefrom between EliteWP, located at Prof. Schermerhornlaan 40, Helmond, and registered with the Chamber of Commerce under registration number 83040013 (hereinafter referred to as the “Contractor“), and its counterparties (hereinafter referred to as the “Client“).
Provisions or conditions set by the Client that deviate from or are not included in these general terms and conditions are only binding on the Contractor if and insofar as they have been explicitly accepted in writing.
Article 1. Quotation and Acceptance
1.1. The Contractor shall prepare a quotation specifying the services (“the Services”) the Contractor offers to perform, what is included in the Services, and the amount payable. Only the description of the Services stated in the quotation is binding.
1.2. In general, the Services include software configuration and installation, data recovery, remote support, on-site support, hosting, and all related activities. Other tasks will only be performed if specified in the quotation.
1.3. A quotation is entirely without obligation and valid for 30 days after dispatch, unless otherwise stated in the quotation. The Contractor is never obliged to accept an acceptance after this period. However, if the Contractor does so, the quotation is still considered accepted.
1.4. The agreement is established when the Contractor receives the Client’s communication of acceptance of the quotation. This communication may be made via email.
1.5. If the Client does not explicitly indicate agreement with the quotation but nonetheless consents to or creates the impression that the Contractor is performing tasks that fall within the scope of the Services, the quotation shall be deemed accepted. This also applies if the Client requests the Contractor to perform certain tasks without awaiting a formal quotation.
1.6. Changes to the Services are only possible with the agreement of both parties, except where otherwise specified in these terms and conditions. The Contractor shall carry out additional requested work in consultation with the Client and at the usual hourly rate.
Article 2. Delivery and Services
2.1. After the agreement has been established, the Contractor shall execute the Services as soon as possible in accordance with the quotation, taking into account the reasonable wishes of the Client. The timelines mentioned in the quotation are indicative and shall never be considered strict deadlines.
2.2. The Client is required to take all reasonable actions necessary to enable the proper and timely execution of the Services. In particular, the Client shall ensure that all data, which the Contractor has indicated as necessary or which the Client should reasonably understand to be necessary for the execution of the Services, is provided to the Contractor in a timely manner.
2.3. The Client shall grant the Contractor access to all locations, services, and accounts under its control (such as web hosting accounts) that the Contractor reasonably requires to deliver the Services.
2.4. The Contractor guarantees that the Services will be performed carefully, properly, and to the best of its ability.
2.5. The Contractor is entitled, but never obligated, to verify the accuracy, completeness, or consistency of the materials, requirements, or specifications provided to them. If any deficiencies are found, the Contractor may suspend the agreed-upon work until the Client has resolved the deficiencies.
2.6. Unless otherwise agreed, the Contractor is not a party to the provision of third-party services, such as software licenses or hosting required for the Services, even if the Contractor procures these services on behalf of the Client.
2.7. The Contractor has the right to (temporarily) suspend or limit the delivery of the Services if the Client fails to fulfill an obligation under the agreement or acts in violation of these general terms and conditions.
2.8. The Contractor shall make an effort to respond to a request from the Client as quickly as possible, but in any case within 48 hours, unless otherwise agreed.
Article 3. Remote Support Provision
3.1. Remote support is provided via telephone, email, and other mutually agreed-upon communication channels.
3.2. The Contractor will, upon request, suggest software that allows remote access to supported computers. It is the responsibility of the Client to ensure that their network and security environment allow the proper functioning of this software.
3.3. If remote support does not lead to a satisfactory solution or is not feasible due to the nature of the issue, the Contractor will make an effort to resolve the problem on-site at the Client’s location at the standard hourly rate plus a travel expense of €0.19 per kilometer.
Article 4. Configuration and Installation of Software
4.1. If the Service includes the configuration or installation of software, the Contractor shall carry this out in accordance with the terms specified in the quotation. The Client shall provide all necessary cooperation and comply with reasonable requests from the Contractor during the configuration and installation process.
4.2. If, during configuration or installation, it becomes apparent that the Client’s systems, integrations, equipment, software, or IT infrastructure—or those of third parties engaged by the Client—must be adjusted to proceed, the Contractor will consult with the Client, and the parties will establish additional agreements regarding the configuration or installation. Any additional costs incurred by the Contractor in this regard shall be borne by the Client unless otherwise agreed in writing.
4.3. If a Service involves the configuration or installation of software, the Contractor has the right, unless otherwise agreed, to use images, software, and components from third parties in the configuration or installation process. The Contractor will sufficiently inform the Client about all applicable licensing terms.
4.4. After delivery, the Client is responsible for ensuring compliance with the relevant third-party software licenses when using the developed, installed, or configured software.
Article 5. Sale of Equipment
5.1. As part of the Service, it is possible to purchase a USB stick from the Contractor. When the USB stick is used in a designated device, the device will engage in mining, which involves validating and recording cryptocurrency transactions. The Contractor sells these USB sticks upon request, and after payment, the respective USB stick will be shipped by mail. Any packaging and shipping costs may be charged separately.
5.2. The Client is responsible for installing the USB stick after delivery. All instructions provided by the Contractor, as well as any included manuals or documentation, must be strictly followed.
5.3. The USB stick delivered as part of the Services is covered by the manufacturer’s warranty. Additionally, the Contractor provides a one (1) year supplementary warranty.
5.4. The Client must invoke the warranty directly with the Contractor and must send the USB stick back to the Contractor. If possible, the Contractor will proceed with repair or replacement.
5.5. Returning the USB stick is only possible with prior approval from the Supplier.
Article 6. Intellectual Property Rights
6.1. All intellectual property rights related to the Services developed or delivered under the agreement are exclusively owned by the Contractor or its licensors. Rights may only be transferred to the Client if explicitly stated in the quotation or separately agreed upon in writing.
6.2. The Client only obtains the usage rights and authorizations that arise from the scope of the agreement or that are granted in writing. The Client shall not reproduce or disclose any other results of the Services or materials.
6.3. The Client is entitled to make modifications to the delivered Services. However, the responsibility for any such modifications lies with the Client.
6.4. The Client is not permitted to remove any indications of copyrights, trademarks, trade names, or other intellectual property rights from the materials, including markings regarding the confidential nature and secrecy of the materials.
Article 7. Prices and Payment
7.1. The Client is obligated to pay the fixed amount(s) specified in the quotation for the Services. The full amount must be paid before the commencement of the work. Additional work will be billed separately at the standard hourly rate, plus possible travel costs of €0.19 per kilometer.
7.2. The Contractor will send an electronic invoice to the Client for the amounts owed.
7.3. The payment term for invoices is 14 days from the invoice date unless a longer payment term is specified on the invoice. If the Client fails to pay on time, they will be in default by law after this period expires, without requiring a notice of default. If an outstanding amount is not paid within the payment term, statutory interest will be charged on the outstanding invoice amount.
7.4. If the Client believes that (part of) an invoice is incorrect, they must notify the Contractor within the payment term. The payment obligation for the disputed portion (but not the remainder) will be suspended until the Contractor has investigated the claim. If, after investigation, the Contractor determines that the dispute was unfounded, the Client must pay the disputed amount within seven days.
7.5. In the event of late payment, the Client is liable, in addition to the outstanding amount and accrued interest, for full reimbursement of both extrajudicial and judicial collection costs, including fees for lawyers, bailiffs, and collection agencies. In particular, in this case, the Contractor is entitled to charge an administrative fee of €50.
7.6. The claim for payment becomes immediately due if the Client is declared bankrupt, applies for a suspension of payments, has their assets seized, passes away, enters liquidation, or is dissolved.
7.7. The Contractor is entitled to change prices at any time and will provide a one (1) month notice period. If the Client does not agree with the price change, they have the right to terminate the Agreement before the new price takes effect.
7.8. In addition to the price change option in the previous section, the Contractor may increase the prices in this Agreement annually, (i) based on the Consumer Price Index of the Central Bureau of Statistics, or (ii) by a maximum of 5%, without the Client having the option to terminate the Agreement. The applicable rates can be found on the website. After implementation, any price change will be announced in the newsletter.
Article 8. Confidentiality
8.1. The Parties shall treat as confidential any information provided to each other before, during, or after the execution of the agreement if such information is marked as confidential or if the receiving Party knows or should reasonably know that the information was intended to be confidential. The Parties shall also impose this obligation on their employees and any third parties engaged for the execution of the agreement.
8.2. The Contractor shall make reasonable efforts to avoid accessing any data that the Client stores and/or distributes via the hardware or software related to the Services, unless such access is necessary for the proper execution of the agreement or if the Contractor is legally required or compelled by a court order to do so. In such cases, the Contractor shall endeavor to limit access to the data as much as possible, within its capabilities.
8.3. The Contractor may use the knowledge gained while executing the agreement for other assignments, provided that no confidential information of the Client is disclosed to third parties in violation of confidentiality obligations.
8.4. The obligations under this article shall remain in effect even after termination of the agreement for any reason, for as long as the Party that provided the information can reasonably claim its confidential nature.
Article 9. Liability
9.1. The Contractor shall only be liable to the Client in the event of an attributable failure in the performance of the agreement and solely for compensatory damages, meaning compensation for the value of the unfulfilled performance.
9.2. Any other form of liability of the Contractor is excluded, including but not limited to additional compensation in any form, compensation for indirect or consequential damages, loss of revenue or profit, loss of data, or damages due to delays caused by changed circumstances.
9.3. In case of liability under the first paragraph, the maximum amount the Contractor shall be obliged to compensate shall be limited to the amount paid out by the Contractor’s insurer for the damaging event. The Contractor shall make every effort to ensure the insurer provides compensation. This maximum amount shall not apply in cases where the damage is caused by intentional misconduct or gross negligence on the part of the Contractor.
9.4. If no payout is made or if the Contractor is not insured for the damaging event, liability per incident (where a series of consecutive incidents is considered one single incident) shall be limited to the amount (excluding VAT) that the Client has paid under the Agreement in the past six months.
9.5. The Contractor shall only be liable for an attributable failure in the performance of the agreement if the Client has promptly and properly provided written notice of default, allowing a reasonable period for the Contractor to remedy the failure, and if the Contractor continues to fail in fulfilling its obligations after this period. The notice of default must contain as detailed a description of the failure as possible, enabling the Contractor to respond adequately.
9.6. The application of Article 6:271 et seq. of the Dutch Civil Code is excluded.
9.7. If the Service involves data recovery for the Client, the Contractor shall not be liable for any damage resulting from data loss if recovery is unsuccessful.
9.8. In the event of force majeure—including but not limited to failures or outages of the internet, telecommunications infrastructure, power failures, civil unrest, mobilization, war, transportation blockages, strikes, lockouts, business disruptions, hacks, supply chain delays, fire, flooding, import and export restrictions, or if the Contractor’s suppliers, for any reason, are unable to fulfill their obligations—the execution of the agreement shall be suspended. If the force majeure situation lasts longer than ninety days, the agreement may be terminated without any obligation to pay damages.
Article 10. Duration and Termination
10.1. The agreement is entered into for an initial term of one year, unless otherwise agreed upon in the quotation. The agreement may only be terminated early as specified in these general terms and conditions or with the mutual consent of both parties. The agreement shall be automatically renewed for successive terms equal in duration to the initial term unless the Client terminates it at least one month before the end of the current term.
10.2. Upon termination, cancellation, or dissolution of the agreement for any reason, the Contractor is entitled to delete all data stored for the Client immediately after the agreement ends. In such cases, the Contractor is not obligated to provide the Client with a copy of this data.
10.3. The agreement shall automatically terminate if either party is declared bankrupt, applies for a suspension of payments, has its assets seized, passes away, enters liquidation, or is dissolved.
Article 11. Amendments to the Agreement
11.1. After acceptance, the agreement may only be modified with the mutual consent of both parties.
11.2. If the agreement is a continuing contract, the Contractor is entitled to unilaterally modify or expand these general terms and conditions once per calendar year. The Contractor must notify the Client at least two months before such modifications or expansions take effect. However, changes to the general terms and conditions can never override specific contractual agreements.
11.3. If the Client objects within this period, the Contractor will consider whether to withdraw the disputed modifications or expansions. The Contractor shall notify the Client of its decision. If the Contractor chooses not to withdraw the disputed modifications or expansions, the Client has the right to terminate the agreement as of the effective date of the changes.
11.4. The Contractor may implement changes to these general terms and conditions at any time if required due to amended legal regulations. The Client cannot object to such changes.
The above provisions also apply to pricing. The Contractor may at any time pass on price increases imposed by suppliers to the Client. Proof of such price increases shall be provided upon request.
Article 12. Hosting and Related Services
12.1. If the Service involves the storage and/or transmission of material provided by the Client to third parties, such as in the case of web hosting or email services, the provisions of this article shall also apply.
12.2. The Client will only receive access to login credentials for their own WordPress environment. The Contractor remains the exclusive owner of the hosting package.
12.3. The Client shall not publish or offer any information via the Contractor’s servers that violates Dutch law. This includes, but is not limited to, information provided without the consent of copyright holders, defamatory, threatening, offensive, racist, hate-inciting, or discriminatory content, child pornography, privacy violations, stalking-related content, fraudulent or deceptive content, as well as hyperlinks, torrents, or other references to such content on third-party websites worldwide (even if the content is legal in the relevant jurisdiction). It is also prohibited to offer or distribute pornographic materials through the services provided by the Contractor.
12.4. If such prohibited content is found to be present, the Contractor reserves the right to terminate the contract immediately, remove the content, and/or suspend the hosting service.
12.5. Email hosting on the Contractor’s internal servers is only available upon request from the Client and must be combined with a WordPress hosting account. Any modifications to the internal WordPress mail hosting will be charged at the standard hourly rate. The Contractor reserves the right to decline such requests.
12.6. The Contractor maintains a complaints procedure allowing third parties (hereinafter: reporters) to file a complaint if they believe there is a violation of the above provisions. If the Contractor determines that a complaint is justified, they are entitled to remove or disable access to the material. Additionally, the Contractor may provide the Client’s personal data to the reporter or relevant authorities. The Contractor will inform the Client about the course of this procedure.
12.7. If potentially criminal content is involved, the Contractor is entitled to file a report with the authorities. The Contractor may provide all relevant information regarding the Client and the content in question to the competent authorities and take any other actions requested by these authorities as part of the investigation.
12.8. In the case of repeated (justified) complaints about the Client’s published content, the Contractor is entitled to terminate the Agreement.
12.9. The Client indemnifies the Contractor against any damages resulting from the above provisions. The Contractor is not liable for any damages incurred by the Client as a result of actions taken by the Contractor under the complaints procedure, even if the complaint turns out to be unfounded and the content does not violate Dutch law.
12.10. The Client shall refrain from hindering other Clients or internet users or causing damage to the servers. The Client is prohibited from running processes or programs, whether via the server or otherwise, that they know or can reasonably assume will hinder or damage the Contractor, other Clients, or internet users. The Contractor will inform the Client of any necessary measures.
12.11. The Client shall adhere to generally accepted internet etiquette as outlined in RFC1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and any future amendments thereof.
12.12. Without the Contractor’s permission, the Client is prohibited from transferring the username(s) and password(s) provided by the Contractor to third parties.
12.13. The Contractor may impose a limit on the hosting capacity that the Client may use. If no additional agreements have been made between the Parties, a ‘fair use’ policy applies. Fair use is defined as the Client using no more than twice the amount of capacity that other Clients in a comparable situation would use. The Contractor reserves the right to restrict usage or take the website offline if fair use limits are exceeded. The Contractor is not liable for any consequences arising from the inability to send, receive, store, or modify data once fair use limits have been reached.
12.14. The Client grants the Contractor an unrestricted license to distribute, store, transmit, or copy all materials disseminated by the Client via the Contractor’s systems in any manner deemed appropriate by the Contractor, but only insofar as reasonably necessary for fulfilling the Agreement.
12.15. The Contractor is not responsible for any damages resulting from the restoration of corrupt backups of the Client’s data. These backups are only restored at the Client’s request. Any costs associated with restoring backups will be borne by the Client.
12.16. The Client has the right to restore backups and perform updates on the information provided via the Contractor’s servers. If an error occurs in this process due to the Client’s fault, the Contractor will provide its services at the standard hourly rate.
12.17. In addition to legal obligations, any damage resulting from incompetence or failure to comply with the above provisions shall be borne by the Client.
12.18. The Contractor will make every effort to ensure the uninterrupted availability of its services but only provides guarantees if specified in a Service Level Agreement (SLA). In the event of a conflict between these general terms and conditions and the SLA, the SLA shall prevail.
Article 13. Final Provisions
13.1. This agreement is governed by Dutch law. Unless otherwise required by mandatory legal provisions, any disputes arising from this agreement shall be submitted to the competent Dutch court in the district where the Contractor is established.
13.2. If any provision of this agreement is found to be invalid, this shall not affect the validity of the entire agreement. In such a case, the Parties shall replace the invalid provision with a new provision that, as far as legally possible, reflects the original intent of the agreement and these general terms and conditions.
13.3. The term “written” in these terms and conditions includes e-mail and fax communication, provided that the sender’s identity and the integrity of the content can be sufficiently established. The Parties shall endeavor to confirm receipt and content of communications sent by e-mail.
13.4. The version of any communication received or stored by the Contractor shall be considered authentic unless the Client provides evidence to the contrary.
13.5. Each party may only transfer its rights and obligations under the agreement to a third party with prior written consent from the other party. Notwithstanding this, the Contractor is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary, or affiliated company.
For Terms & Conditions in Dutch click here – Algemene Voorwaarden (Nederlands) klik hier