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


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


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


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


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


General Terms and Conditions Sailsnake - 2023