These are the general terms and conditions of Blue Frog Online, registered with the Chamber of Commerce under registration number 68272200 and can be visited online via www.bluefrogonline.nl.
These general terms and conditions apply to the relationship between Blue Frog Online and the customer. Unless otherwise agreed in writing, these general terms and conditions cannot be excluded.
If the customer is a professional who also applies general terms and conditions, the general terms and conditions of Blue Frog Online are always applied.
The general terms and conditions can also be found on the website www.bluefrogonline.nl and can be obtained as a download.1.1. By placing an order, both by telephone and by e-mail, the client declares that Blue Frog Online has informed the client about the applicable general terms and conditions, that the client is aware of them and that the client accepts these terms and conditions.
1.2. Deze algemene voorwaarden zijn van toepassing op alle aanbiedingen, offertes en alle door Blue Frog Online gesloten overeenkomsten en verrichtte diensten en alle overige door Blue Frog Online verrichtte handelingen.
1.3. Afwijken van de algemene leveringsvoorwaarden is alleen dan mogelijk, wanneer die expliciet in een overeenkomst tussen de opdrachtgever en Blue Frog Online opgenomen wordt.
2.1. All quotations from Blue Frog Online are completely without obligation and valid for 30 days after the date on which the quotation was made, unless a different period is stated.
2.2. Blue Frog Online will provide a quote for each assignment. This quotation describes the content of the development and the costs will be estimated as precisely as possible.
2.3. If it appears that the client has provided incorrect information in the application or agreement, Blue Frog Online has the right to adjust the prices in the quotation or agreement.
2.4. All prices quoted are exclusive of VAT, unless expressly stated otherwise.
2.5. Changes to the originally concluded agreement between the client and Blue Frog Online are only valid from the moment these changes have been accepted by both parties through an additional or amended agreement.
2.6. The client recognizes mutual email traffic as legal, valid evidence.
2.7. Offers or quotations do not automatically apply to future assignments.
3.1. For successful execution of the assignment, Blue Frog Online depends on timely and complete delivery of information and materials by the client including text, images, and other graphic content, as well as any login details required for the execution of the assignment.
3.2. If the client fails to deliver the required material on time and in full within a period of 4 weeks after issuing the order, Blue Frog Online reserves the right to consider the website as completed and publish it online, even if it is still empty. The remaining amount will then be invoiced as agreed.
3.3. If the client still provides the necessary material after the period of 4 weeks, such as texts and images, after completion of the website, Blue Frog Online reserves the right to charge costs for adding this material to the website, according to the applicable rates.
3.4. It is the client's responsibility to ensure that all required materials are delivered on time and in full to avoid delays and additional costs.
3.5. Blue Frog Online cannot be held responsible for any delays or costs resulting from the client's failure to deliver materials on time. These materials can be supplied via the personal customer portal.
Na het bevestigen van een opdracht ontvangt u een e-mail met een login naar uw persoonlijke klantenportaal.
In het klantenportaal kunt u de benodigde gegevens invullen en uploaden die nodig zijn voor de uitvoering van uw opdracht.
Het klantenportaal biedt klanten een handige en veilige manier om informatie uit te wisselen en de voortgang van hun opdracht te volgen.
Klanten kunnen voor vragen of ondersteuning met betrekking tot het gebruik van het klantenportaal altijd contact opnemen met Blue Frog Online.
4.1. Blue Frog Online neemt de nodige beveiligingsmaatregelen om de privacy en vertrouwelijkheid van de informatie in het klantenportaal te waarborgen.
4.2. Klanten ontvangen inloggegevens voor hun persoonlijke klantenportaal en zijn zelf verantwoordelijk voor het veilig houden van deze gegevens. Blue Frog Online is niet aansprakelijk voor eventuele gevolgen van het onjuist gebruik of het verlies van inloggegevens door de klant.
5.1. Alle genoemde prijzen, evenals de overeengekomen tarieven, zijn vermeld in euro en exclusief BTW, tenzij anders vermeld.
5.2. Zodra de opdracht definitief is, dient de opdrachtgever 50% van het totaalbedrag van de offerte als aanbetaling te voldoen, tenzij anders overeengekomen.
5.3. De aanbetaling moet binnen 14 dagen na ondertekening plaatsvinden, op bankrekening NL44SNSB0947696350 met vermelding van “Aanbetaling” en uw factuurnummer.
5.4. Blue Frog Online behoudt zich het recht voor om pas met haar werkzaamheden te beginnen nadat de aanbetaling is ontvangen.
5.5. De website wordt tijdelijk gehost op een interim locatie totdat deze voltooid is. Na voltooiing van de website wordt het resterende bedrag gefactureerd, en nadat de betaling is ontvangen, wordt de website op de definitieve locatie geplaatst.
5.6. Na oplevering van de website dient de opdrachtgever het resterende verschuldigde bedrag te voldoen. Blue Frog Online stuurt hiertoe een factuur per e-mail die binnen 14 dagen moet worden betaald.
5.7. Twee weken na facturatie wordt de website als voltooid beschouwd en worden verdere wijzigingen aan de website niet meer kosteloos uitgevoerd. Zie onderhoudscontracten artikel 18.
5.8. In voornoemde gevallen behoudt Blue Frog Online zich het recht voor om eventuele lopende werkzaamheden of geleverde diensten tijdelijk te staken totdat de verschuldigde bedragen zijn ontvangen.
5.9. Vanaf het moment dat de opdrachtgever de betalingstermijn (14 dagen na de factuurdatum, tenzij uitdrukkelijk anders overeengekomen) overschrijdt, is hij zonder nadere ingebrekestelling in verzuim.
5.10.Als de betaling van de factuur uitblijft, kan Blue Frog Online besluiten om na 45 dagen, inclusief de 14 dagen betaaltermijn, de dienst tijdelijk te staken of offline te halen totdat de factuur is voldaan. Blue Frog Online kan niet aansprakelijk worden gesteld voor het offline halen van diensten als gevolg van achterstallige betalingen.
5.11. Blue Frog Online behoudt zich het recht voor om de tarieven te wijzigen. Deze wijzigingen worden uiterlijk 1 maand voor de ingangsdatum aan de opdrachtgever bekendgemaakt. De opdrachtgever heeft het recht om de overeenkomst te beëindigen per de datum van ingang van de wijziging.
5.12.Het materiaal (teksten, foto’s, grafisch materiaal) dat door de opdrachtgever wordt aangeleverd aan Blue Frog Online blijft eigendom van de opdrachtgever.
5.13.Blue Frog Online is niet aansprakelijk voor claims of juridische vervolging die voortvloeien uit het onrechtmatig aanleveren van materiaal dat in strijd is met de wetgeving op auteursrecht en/of bestaande merknamen.
5.14.De opdrachtgever is zelf verantwoordelijk voor de inhoud (tekst, afbeeldingen) op zijn/haar website, en Blue Frog Online kan hiervoor niet aansprakelijk worden gesteld.
6.1. The client is responsible for the timely delivery of all required information and materials. Failure to provide this in a timely manner may result in additional costs and delays in the execution of the assignment, as described in article '4. Online Customer Portal'.
6.2. After Blue Frog Online has received all necessary data, texts and/or images, it will start creating the agreed products and/or services as soon as possible. The expected delivery time is then communicated to the client.
6.3. The agreed delivery period for the execution of the assignment only starts when the client has provided all required information and material to Blue Frog Online.
6.4. When designing a new website, Blue Frog Online will initially create a basic design and submit it to the client for approval.
6.5. The client must check the design and pass on any comments or adjustments to Blue Frog Online as quickly as possible.
6.6. If the client does not respond to the basic design within a reasonable period, this is considered approval of the design.
6.7. Upon receipt of the client's feedback on the basic design, or after the expiration of a reasonable period of time without such responses, Blue Frog Online will proceed with completing the entire website.
6.8. The client shares the responsibility for testing and checking the website and/or other end products.
6.9. If there is a threat of exceeding the agreed delivery time, this will be communicated as soon as possible. In cases of force majeure on the part of Blue Frog Online, the term will be extended by the duration of that force majeure.
6.10.After completion of the website, clients are entitled to a maintenance contract without obligation.
7.1. Blue Frog Online reserves the right to mention the work produced, including websites and other digital creations, on its own website, portfolio and other promotional and advertising material.
7.2. Blue Frog Online has the right to add its logo and/or text link to Blue Frog Online to the client's website, usually in the form of a copyright notice in the footer of the website, unless otherwise agreed in writing.
7.3. Blue Frog Online will endeavor to place the copyright notice on the website in a respectful and non-disruptive manner, with the aim of protecting Blue Frog Online's copyrights while maintaining the aesthetics and functionality of the website.
7.4. The client is not permitted to remove the copyright notice of Blue Frog Online from the footer of the website, unless otherwise agreed in writing with Blue Frog Online.
8.1. Blue Frog Online offers hosting services for customers. The rates are determined in consultation with the customer and depend on the type of website.
8.2. The first year of hosting and domain name registration starts from the moment of application for the account, not from the online publication of the website. If you choose to pay annually for hosting, you will receive one month free.
8.3. The new year starts from the first purchase, not from the online publication of the website.
8.4. After the first year, the customer can decide whether he wants to extend the services. In the absence of action, services will be billed annually. If the customer is a professional and does not cancel within two months before the expiry date, he is obliged to use the services for another year. A consumer can cancel the services at any time after the first paid year, with two months' notice.
8.5. Failure to pay the invoice on time may result in the inability to extend the services. Blue Frog Online is not responsible for the failure to provide certain services, such as website availability or domain quarantine, as a result of unpaid invoices.
8.6. In the event of late cancellation and failure to comply with Article 15.3, Blue Frog Online has the right to immediately terminate the website and domain name. Any outstanding invoices must be paid immediately. A backup may be provided under the terms of Articles 15.2 and 15.3.
8.7. The customer does not have access to the hosting servers of the website. This responsibility lies with Blue Frog Online.
9.1. The client commits to respecting and protecting the intellectual property rights of Blue Frog Online at all times to the best of their ability. If the client becomes aware of any infringement by third parties on the intellectual property rights of Blue Frog Online, they should immediately inform Blue Frog Online thereof.
9.2. After full payment of the invoice, Blue Frog Online transfers the right to use the design and the website to the client. The source files of the design and the source code in which the design has been converted to HTML/CSS (the template) become the property of the client, unless otherwise agreed.
9.3. However, Blue Frog Online reserves the right to publish designs on its website in the portfolio.
9.4. Unless otherwise agreed, Blue Frog Online is not responsible for conducting research into the existence of rights, such as patent rights, trademark rights, drawing or model rights, copyrights, or portrait rights of third parties. This also applies to the investigation into the possible protection of such rights for the client. If the customer supplies illustrations, images, or texts that may be protected by copyright, the customer must indemnify Blue Frog Online. In the event that Blue Frog Online is sued by a third party, the customer will be responsible for all legal fees that Blue Frog Online incurs in defending itself against these allegations.
9.5. Unless the work is not suitable for this, Blue Frog Online is at all times entitled to mention or remove its name on or with the work, and the client is not permitted to use the work without stating the name without prior permission of the contractor to be made public or reproduced.
9.6. Unless otherwise agreed, the working drawings, illustrations, prototypes, models, molds, designs, design sketches, films, and other materials or (electronic) files created by Blue Frog Online in the context of the assignment remain the property of Blue Frog Online, regardless of whether these have been made available to the client or to third parties.
9.7. After completion of the assignment, neither the client nor Blue Frog Online have any obligation to store the materials and data used.
10.1.Blue Frog Online reserves the right to temporarily decommission delivered products and services if maintenance work is necessary.
10.2.If the client fails to fulfill an obligation towards Blue Frog Online or acts contrary to these general terms and conditions, Blue Frog Online has the right to (temporarily) put delivered products and services out of use and/or limit their use.
10.3.Before Blue Frog Online proceeds with the decommissioning, it will inform the client of this, unless this cannot reasonably be expected from Blue Frog Online. Despite the decommissioning, the client's obligation to pay the amounts due remains.
11.1.Termination of the agreement will result in the immediate cessation of all work by Blue Frog Online and all invoices becoming immediately due and payable. After payment, the customer also has the right to claim the completed work that has been requested.
11.2.If the customer has paid 50% of the advance and Blue Frog Online has already carried out more work than the 50% paid, the remaining amount can be claimed as compensation for the work already carried out.
11.3.Blue Frog Online reserves the right to suspend or discontinue the execution of the assignment if the client does not comply with the payment conditions or if the necessary information for the execution of the assignment has not been provided in a timely manner.
11.4.In addition, Blue Frog Online reserves the right to terminate the agreements concluded between it and the client without judicial intervention if the client does not timely or sufficiently fulfill the obligations arising from any agreement concluded with Blue Frog Online.
11.5.In the event of force majeure, Blue Frog Online is entitled to terminate and/or suspend the agreement, without judicial intervention and without Blue Frog Online being obliged to pay damages.
11.6.Force majeure means any external cause that cannot be attributed to Blue Frog Online and which prevents the fulfillment of the agreement or hinders or makes it objectionable to such a serious extent that compliance cannot reasonably be expected from Blue Frog Online.
11.7.The consequences of suspension, strike, and/or dissolution are entirely at the expense and risk of the client. Suspension, strike, and/or dissolution do not affect the client's payment obligation for work already performed.
11.8.Blue Frog Online has the right to terminate the agreement with immediate effect when the client's bankruptcy, suspension of payments, debt restructuring, or WHOA is applied for or pronounced, whether or not at the client's own request.
12.1.Given the large number of nodes with human intervention on the Internet, as well as the use of local area networks and wireless communications, it must be recognized that information sent or obtained via the Internet is freely accessible. Blue Frog Online cannot be held liable for damage in any form caused by the transmission of confidential or secret information, nor for security breaches or misuse by third parties of stored data.
12.2.Blue Frog Online undertakes to perform all services carefully and in accordance with applicable standards. However, Blue Frog Online can not be held responsible or liable for any errors in the execution resulting from insufficient or incorrect input from the customer.
12.3.Blue Frog Online accepts no responsibility or liability for the content of the material supplied by the client and any other published content on the client's websites. It is the client's responsibility to ensure that the supplied material, such as texts and images, is free of third-party copyrights. The use of the material is entirely at the expense and risk of the client.
12.4.The liability of Blue Frog Online will at all times be limited to the amount that has been charged or will be charged to the client.
12.5.To the extent that Blue Frog Online is dependent on the cooperation, services, and deliveries of third parties in its activities over which it has little or no influence, it cannot be held liable for any damage arising from these relationships with third parties, both during and after the relationship with Blue Frog Online.
12.6.Blue Frog Online cannot in any way be held liable by the client for damage of any nature, including business damage and other consequential damage, arising from or in connection with products or services supplied by it, unless this damage is due to intent or gross negligence. The client indemnifies Blue Frog Online against all claims from third parties arising from the work performed for the client, except in the case of intent or gross negligence on the part of Blue Frog Online.
12.7.Blue Frog Online assumes no responsibility for the material posted by the user on its systems. After completion of the assignment, the customer is responsible for the management and backups of his data, unless otherwise agreed in a maintenance contract. It is the customer's responsibility to make regular backups of their website and data to prevent data loss in the event of technical failures, hacks, or other unforeseen events. Although Blue Frog Online offers maintenance contracts that take over this responsibility, without such a contract the responsibility rests with the customer himself.
13.1.Blue Frog Online reserves the right to change or supplement these conditions.
13.2.Changes also apply to agreements already concluded, subject to a period of 30 days after written notification of the change.
13.3.If the client does not wish to accept a change in these conditions, he has the right to terminate the agreement until the date on which the new conditions come into effect, or on the date of receipt of the cancellation if this falls after the effective date of the change.
14.1.The client indemnifies Blue Frog Online against all claims for damages that third parties may assert in connection with damage that has arisen in any way due to the unlawful or careless use of the products and services of Blue Frog Online delivered to the client.
14.2.Blue Frog Online is not responsible or liable for the content of the material supplied by the client and placed on the client's website.
14.3.Changes to the client's details must be communicated immediately to Blue Frog Online in writing. If the client fails to do this, he is liable for any consequential damage that Blue Frog Online suffers as a result.
14.4.Blue Frog Online reserves the right to use the knowledge obtained through the performance of the agreed work for other purposes, provided that no confidential information is disclosed to third parties.
14.5.During and after this agreement, regardless of the manner in which it is terminated, both parties will maintain confidentiality with regard to this agreement, as well as with regard to all information and data relating to the parties and its customers/suppliers, as well as with regard to agreements concluded by these customers/suppliers.
14.6.Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from other sources in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
15.1.Blue Frog Online is not responsible for the consequences of events at a hosting provider, domain name registration, or others over which Blue Frog Online has no influence.
15.2.Unforeseen circumstances such as strikes, public unrest, administrative measures, problems with hosting, spam attacks or IP blocks, and other unexpected events over which Blue Frog Online has no control, ensure that Blue Frog Online, depending on the inconvenience and the size thereof, is released from its obligations, without any price reduction or compensation for the customer.
15.3.If point 15.1 in the above situation leads to the conclusion that it is not reasonably possible to fulfill the obligations, the agreement will be revised or terminated by mutual agreement. Any services provided by Blue Frog Online up to the moment of force majeure will still be charged.
15.4.If the force majeure is of a temporary nature, Blue Frog Online will try to meet all obligations as soon as this is reasonably possible again. If mutual consultation between the client and Blue Frog Online concludes that this is no longer possible, the agreement will be revised or dissolved by mutual agreement. Any services already delivered by Blue Frog Online up to the moment of force majeure will still be invoiced.
16.1.Blue Frog Online uses personal data of customers to execute the agreement between Blue Frog Online and the customer. These personal data are used, among other things, for invoicing, services provided and other related matters.
16.2.Your personal information remains confidential and will never be provided to third parties without your express, prior written consent.
16.3.By agreeing to this agreement, the customer gives Blue Frog Online permission to use personal data for business and commercial email correspondence. The customer's rights and obligations regarding privacy are described in Blue Frog Online's privacy policy.
These conditions apply to the design and maintenance of an existing website.
17.1.Blue Frog Online is responsible for maintaining the core software on the servers that host customer websites at no additional cost to the customer.
17.2.Basic software maintenance includes regular updates, patches and security measures necessary to ensure the stability, security and performance of the servers.
17.3.Blue Frog Online reserves the right to perform maintenance on the servers without prior notice to the customer. Such maintenance will generally take place outside office hours to minimize any disruption to service.
17.4.Customers are encouraged to make regular backups of their website data, as Blue Frog Online cannot be held responsible for data loss due to unforeseen circumstances, such as server hardware or software failures.
17.5.Blue Frog Online strives to keep downtime to a minimum and will respond appropriately to any problems with the server on which the website is hosted.
17.6.Any additional services or upgrades beyond standard maintenance may be offered at an additional cost and will only be performed with prior customer approval.
17.7.Customers are encouraged to immediately report any issues with the hosting environment to Blue Frog Online so that they can be resolved quickly and efficiently.
17.8.A rate applies for carrying out maintenance and creating new pages for a website without a maintenance contract in accordance with the quotation offered by Blue Frog Online.
17.9.Minor maintenance, such as changing words, short texts and the like, will be carried out free of charge up to 2 weeks after delivery of a new website supplied by Blue Frog Online, provided that the design and content of the website or the various underlying pages remain identical.
18.1.Blue Frog Online may change and supplement these general terms and conditions at any time without prior notice and stating reasons. Changes also apply to agreements already concluded, subject to a period of 30 days after announcement of the changes on the website. If the Client does not want to accept a change in these conditions, he can terminate the agreement. However, this does not release the Client from his obligation to pay for the services already provided.
18.2.If one or more articles of these terms and conditions are declared invalid by a court decision, the other provisions will remain valid and Blue Frog Online and the Client will enter into consultation for new provisions to replace the void or annulled provisions.
18.3.Both Blue Frog Online and the Client are not entitled to transfer their rights or obligations arising from an agreement with third parties without the prior written consent of the other party.
18.4.All offers made and agreements concluded under these conditions are exclusively governed by Dutch law. The competent court is the court within whose jurisdiction Blue Frog Online is located. Maintenance contracts:
18.5.These conditions apply to annual maintenance contracts for existing websites.
18.6.Website maintenance refers to adding, removing and changing features created by Blue Frog Online and not by third parties.
18.7.The monthly costs for the maintenance contract vary depending on the type of website and the specific needs of the customer. These costs are determined in consultation, based on the complexity of the website and any additional services required, such as regular updates, security checks and technical support.
18.8.The notice period for a maintenance contract is two months before the end of the contract date.
Blue Frog Online offers additional services that are not included as standard in the order, but which can be of added value to the customer. These services include:
Hosting: We offer hosting services for hosting your website on our servers. The costs for this depend on the type of hosting plan you choose and will be stated separately on the invoice.
SSL certificate: If desired, we can supply and install an SSL certificate for your website, creating a secure connection between your website and its users. The costs for an SSL certificate will be discussed and stated separately on the invoice
Domain name registration: If you don't have a domain name yet, we can help you purchase and register one. The cost of registering a domain name depends on the extension and other factors, and will be discussed before registration takes place.
SEO (Search Engine Optimization): We offer SEO services to optimize your website for search engines, improving your online visibility and findability. The cost for SEO services depends on the scope of the project and will be discussed based on your specific needs and goals.
The prices of these additional services are determined in consultation with the customer, taking into account the requirements and options. All charges are clearly stated on the invoice for transparency and accurate accounting.
We understand that reading terms and conditions is not always the most enjoyable activity. Sometimes they sound harsh and unkind, as if we are assuming the worst. But let's face it, in this complex world of business they are doing a necessary evil to protect us as small business owners from those who may have less good intentions.
It is important to remember that we are not setting these terms in the hope that we will one day encounter problems. On the contrary, we always strive to have a smooth and harmonious cooperation with you. We believe in open communication, mutual understanding and finding solutions that are satisfactory to both parties.
So while we hope we never have to deal with any disputes or issues, we want to assure you that we will always strive to work with you to find a satisfactory solution if anything ever goes wrong. We are here to support and help you because your satisfaction and success are our priority.