General termsand Conditions
Article 1. Application of general terms and conditions
1.1. These general terms and conditions apply to all offers from and agreements with
Sailsnake, regardless of conflicting provisions stated in customer documents. By placing
an order, the customer acknowledges acceptance of Sailsnake’s general terms and
conditions.
Article 2. Offers, quotations & order confirmation
2.1 All offers and quotations from Sailsnake are non-binding until accepted by the
customer. Quotations remain valid for 30 calendar days from the quotation date unless
otherwise stated.
2.2 The agreement is established when the customer signs and returns the unchanged
quotation within 30 calendar days for approval. Any order or order confirmation by the
customer binds the customer. The agreement replaces all previously concluded and/or oral
agreements.
2.3 The quotation is not divisible and therefore cannot be split unless otherwise stated. A
composite price quotation does not oblige Sailsnake to perform a portion of the assignment
at a proportionate part of the stated price.
2.4 The order will be executed upon receipt of the deposit, unless expressly stated
otherwise in the quotation. The amount of the deposit is always stated in the quotation.
2.5 Offers and quotations do not automatically apply to future assignments.
Article 3. Cancellation of the order
3.1 The customer can cancel an order as long as Sailsnake has not yet commenced
its work, and upon payment of a compensation fee of 10% of the agreed price, with a
minimum of 180 EUR.
Article 4. Delivery
4.1 The delivery date is provided as an indication and is not binding. Delay in delivery
does not entitle the customer to compensation or price reduction, nor does it entitle the
customer to terminate the agreement.
4.2 Provided there is an agreement between the parties regarding a binding delivery
period, which should be indicated in the quotation, this period will be extended if the
customer neglects to promptly provide required information, documents, originals, images,
or approve the revised proofs, or if the customer submits additional orders.
Article 5. Risk
5.1 All goods belonging to the customer and located at Sailsnake’s premises are stored at
the customer’s risk.
Article 6. Payment terms
6.1 Unless expressly stated otherwise in the agreement, the customer must pay a deposit
of 30% of the invoice amount for each order. Upon delivery of the order, the customer is
liable for the remaining 70% of the invoice amount.
6.2 All invoices are payable by the due date via bank transfer to Sailsnake’s account (as
indicated on all invoices, quotations, and website).
6.3 If the customer fails to make payment within 8 days of receiving a reminder, the
customer shall owe Sailsnake a default interest of 12% per year and a fixed compensation
fee of 10% of the invoice amount, with a minimum of 100.00 EUR, from the date of the
reminder until full payment.
6.4 Sailsnake reserves the right to suspend further performance of its obligations until the
customer has paid the overdue invoices. Furthermore, all granted discounts expire if these
general sales conditions are not respected.
Article 7. Complaints - Invoice disputes
7.1 Any complaint must be sent to Sailsnake by registered letter within a period of 8 days,
accompanied by a motivated explanation. Regarding complaints or disputes related to
the services delivered, the term starts the day after delivery. In the case of an invoice, the
term starts on the invoice date. In the absence of timely protest, the services/invoices are
deemed definitively accepted, and payment is due.
Article 8. Liability - General
8.1 Sailsnake undertakes to perform all services with the utmost care and to the best of its
abilities. However, Sailsnake’s liability is limited to compliance with the provisions set out in
this article.
8.2 Sailsnake is not liable for any indirect or consequential damage suffered by the
customer, including but not limited to loss of profits, loss of data, or damage due to
business interruption.
8.3 Sailsnake’s liability for direct damage suffered by the customer is limited to the invoice
amount of the relevant order or, if and to the extent that the damage is covered by
insurance, the amount paid out by the insurance company.
8.4 Sailsnake is not liable for any damage or loss caused by third parties engaged by
Sailsnake in the execution of the agreement, unless the damage or loss is the result of
intentional or gross negligence on the part of Sailsnake.
8.5 The customer indemnifies Sailsnake against any claims from third parties arising from
the use of the delivered goods and/or services, unless the damage or loss is the result of
intentional or gross negligence on the part of Sailsnake.
Article 9. Liability - Software
9.1 Without prejudice to Article 8, the following applies to software: the flawless operation of
a computer configuration (the combination of hardware and software) can never be fully
guaranteed, due to both external factors (power outage or failure, lightning strikes, etc.)
and factors inherent to the computer configuration (defects, network failures, undiscovered
errors in system and application software, etc.), which may result in unexpected loss of
(even all) programs and/or data. The customer agrees to install appropriate mechanisms
for the security, preservation, and recovery of data.
Article 10. Intellectual Property Rights
10.1 Intellectual Property Rights refer to all intellectual, industrial, and other property rights
(whether registered or not), including but not limited to copyrights, neighboring rights,
trademarks, trade names, logos, drawings, models, or applications for registration as a
drawing or model, patents, patent applications, domain names, know-how, as well as
rights to databases and computer programs.
10.2 Both parties acknowledge that the concept of a website (specifically the layout
of website screens, main navigation) will generally not be protected by Intellectual
Property Rights. The Customer may encounter a similar layout in other websites and web
applications developed by Sailsnake.
10.3 The Intellectual Property Rights associated with the visual design of the website/web
application created by Sailsnake shall be transferred to the customer. This transfer applies
in the broadest scope, for all forms and modes of exploitation, for the entire duration of the
relevant right, and worldwide. Furthermore, the customer is granted a non-exclusive usage
license for all code used in the website. This usage license is valid for the duration of the
code’s protection under copyright and worldwide.
However, if the website contains photographs or illustrations not provided by the customer
but obtained by Sailsnake from a website that offers online photos and illustrations,
whether for free or against payment, the usage license granted to the customer for these
photos and illustrations will depend on the terms specified on the website of this online
library. Generally, this usage license will be non-exclusive. Sailsnake does not provide any
warranties regarding these photos and illustrations.
10.4 The Intellectual Property Rights associated with the Content Management System
(CMS), which is the software necessary for managing the website’s content, exclusively
belong to Sailsnake or a third party with whom Sailsnake has entered into an agreement
regarding it. Subject to the payment of an annual license fee, as specified in Sailsnake’s
quotation, and provided that the customer has fully paid this fee, the customer is granted a
non-exclusive, non-transferable usage license for this software. The customer is prohibited
from granting sublicenses to third parties or providing, disclosing, using, or commercializing
the software in any way for the benefit of third parties.
10.5 The customer shall at all times respect Sailsnake’s Intellectual Property Rights and
make reasonable efforts to protect those rights. The customer shall promptly notify
Sailsnake of any infringement by third parties on Sailsnake’s Intellectual Property Rights of
which the customer becomes aware.
Article 11. Hosting Services & Domain Name
11.1 Sailsnake collaborates with a specialized hosting partner for the hosting and registration
of domain names. A description of the hosting services and the liability of this partner is
included in the Service Level Agreement (SLA) of the hosting partner. This SLA may be
modified or amended by the hosting partner. Upon the customer’s first request, Sailsnake
will provide the customer with a copy of the current version of the SLA.
11.2 The hosting services are provided by Sailsnake to the customer on a calendar year
basis, subject to payment of the applicable fee by the customer. The current price list can
be obtained from Sailsnake and is adjusted annually. If the customer wishes to terminate
this service, they must do so by providing notice to Sailsnake no later than 1 month before
the start of the annual term, either by registered mail or 2 months before the start of the
new term via email, with acknowledgment received from Sailsnake. In the event of late
termination, the customer will be liable for the fee for the following calendar year.
11.3 Sailsnake is not liable for the content placed on its systems by the user.
Article 12. Delivery of Source Files
12.1 Unless otherwise specified in the agreement, source files used for the creation of the
product will not be provided. However, source files can be obtained for an additional fee.
Article 13. Termination of the Agreement
13.1 If the customer commits a serious contractual breach that is not remedied within 8
days following receipt of a registered letter of formal notice, Sailsnake has the right to
either (1) suspend the agreement until the customer fulfills their obligations or (2) terminate
the agreement immediately. Non-payment of one or more invoices on their due date will
always be considered a serious contractual breach.
13.2 Upon termination of the agreement, the customer shall pay for all services provided
by Sailsnake, as well as any costs incurred by Sailsnake as a result of the termination, plus
a lump sum compensation of 30% of the amount that Sailsnake could have invoiced to
the customer if the agreement had been fully executed. Any advance payment made will
remain the property of Sailsnake. Furthermore, Sailsnake retains the right to claim higher
damages if it can prove that its actual damages are greater than the lump sum damages
mentioned above. However, each party agrees to grant the other party a reasonable
period of time to remedy any shortcomings and to seek an amicable settlement.
Article 14. Confidentiality
14.1 The Parties undertake to keep confidential and use exclusively for the performance of
the agreement, even after its termination, the commercial and technical information and
trade secrets they become aware of from the other Party.
Article 15. Processing of Personal Data
15.1 To the extent that the customer processes personal data on Sailsnake’s server,
Sailsnake acts as the processor. The customer acts as the controller for the processing
of personal data within the meaning of the Personal Data Processing Act. The customer
declares to fully comply with the obligations incumbent upon the controller for processing,
as set out in this law.
15.2 As part of the services for the customer, Sailsnake processes personal data of the
contact persons provided by the customer. The contact details of these individuals are
processed for the purpose of ‘customer management,’ i.e., to communicate with the
customer regarding the services.
15.3 The customer has the right to access and, if necessary, correct his or her personal
data by providing proof of identity (e.g., by providing a copy of the identity card). Requests
should be submitted in writing, dated, and signed and sent to Sailsnake. This can be done by using the contact form on our website.
Sailsnake makes every effort to update the
data as soon as possible.
Article 16. Reference
16.1 The customer agrees that the product developed by Sailsnake for the customer will be
included in Sailsnake’s reference portfolio.
16.2 The customer agrees that Sailsnake will place a backlink on the developed website or
web application.
Article 17. Force Majeure
17.1 Force majeure situations, such as strikes, public unrest, administrative measures, and
other unforeseen events beyond Sailsnake’s control, release Sailsnake from its obligations
for the duration and scope of the hindrance, without any right to price reduction or
compensation for the customer.
17.2 If it is concluded in the above situation that it is no longer reasonably possible to fulfill
the obligations, the agreement will be revised or terminated by mutual agreement. Any
services already provided by Sailsnake up to the moment of force majeure will still be
invoiced.
Article 18. Nullity
18.1 If any provision of these general terms and conditions is void, the remaining provisions
shall remain in full force, and Sailsnake and the customer shall replace the void provision
with another provision that most closely approximates the purpose and intent of the void
provision.
Article 19. Applicable Law - Competent Court
19.1 Dutch law applies to the agreements of Sailsnake. Any dispute relating to the
conclusion, validity, performance, and/or termination of this agreement will be settled by
the competent court in Assen.
Article 20. Privacy
20.1 All data is treated with care and discretion by Sailsnake, as outlined in Article 15. More
information about the privacy guidelines can be found in the privacy statement, available