On the one hand, Coastline Villa Holding B.V., a limited liability company incorporated in Driebergen, with registered office at Jacob van Lenneplaan 36, 3743AR Baarn, The Netherlands and Tax Identification Number NL8080.89.857.B.01,
hereinafter referred to as i-Rent.net.
And on the other hand, the client, a limited liability company, or any other juridical or natural person that establishes a business activity by virtue of these presents. The client knows, understands and freely agrees with the contents of this Agreement, after being informed about the service characteristics. The client shall, in all cases, be the beneficiary of the service rendered by i-Rent.net pursuant to the terms set forth by i-Rent.net. Hereinafter referred to as The client.
Both parties have full legal capacity to formalise this Agreement and mutually acknowledge such capacity.
I. That i-Rent.net is an entity engaged in delivering Internet services through the Web page located at URL www.i-rent.net, which the former owns fully. The services provided by i-Rent.net include the design, programming and hosting of web pages, as well as the corporate graphic design thereof, among other activities tied to the corporate purpose thereof.
II. That the client is interested in the WEBSITE DEVELOPMENT AND CREATION services offered by i-Rent.net.
III. That based upon the fact that the client considers that i-Rent.net has the capacity necessary to render the services required by the client, as the means needed to such end, both parties have agreed to formalise this Agreement pursuant to the following
FIRST - PURPOSE
This purpose of this Agreement shall be to regulate the professional services that i-Rent.net shall render to the client.
i-Rent.net agrees to put all of its expertise and professional capacity at the disposal of the client, adjusting its work to the web project requirements.
SECOND – SERVICE DESCRIPTION
2.1 The technical features of the services delivered by i-Rent.net and regulated by this Agreement are clearly stated at the web page www.i-rent.net and/or the quotation.
2.2 The terms and conditions set out herein apply to Web creation services and prices listed on the Web upon hiring, as specified in the final quotation sent by i-Rent.net to the client.
2.3 Unless otherwise provided for by i-Rent.net, the website shall be developed for high-quality display on a 1024 x 768 pixel screen and through Internet Explorer Version 6 or upgraded versions. However, the web site may be viewed and the contents thereof may be accessed easily using other browsers (such as Netscape, Mozilla Firefox, Opera or Thunderbird), although there may be some slight distortions in the general Web page’s layout, scroll bar, alignment of paragraphs and/or location of images, minor variations in colour shades, etc. In any case, said slight distortions shall not impair the website functionality.
THIRD - VALIDITY
3.1 The web page development service delivered by i-Rent.net being the subject matter of this Agreement shall become into force once the client has settled 30% of the service rate and has provided all the material required for the development and completion of the same, as per Provision 7 herein - FORM OF PAYMENT. The start-up of the hired service development shall depend on the form of payment selected and the time needed by i-Rent.net to prove said payment, there being an estimated maximum average term of 72 hours. Thereafter, the client shall provide i-Rent.net with all the graphical and informative material needed to develop and complete the service adequately.
3.2 The maximum term for completing the website development shall be 45 days as from the time i-Rent.net receives all the necessary material to develop the hired service, which shall be furnished by the client.
3.3 Should the client have hired the web page hosting service as well, then the hiring period for such service shall be on a yearly basis and shall be automatically renewed for annual periods.
FOURTH – OBLIGATIONS AND LIABILITIES OF i-Rent.net
4.1 i-Rent.net agrees to deliver the service to the client - the purpose of this Agreement - making its best efforts in performing such work efficiently. The client shall be entitled to demand the justification of said structural decisions at any time, which i-Rent.net shall submit in writing within a maximum term of one week.
4.2 i-Rent.net shall serve all notifications to the client by electronic mail to the e-mail address provided by the client. Therefore, i-Rent.net shall have no responsibility whatsoever regarding any consequences derived from failures in the operation of such electronic mail.
4.3 i-Rent.net shall keep the information furnished by the client as well as that submitted as part of its work under strict confidentiality. This provision shall apply in view of the clear damages that could affect the client due to the disclosure of its Internet access plans and perspectives. From this standpoint, there is no practical difference between the design of web sites and the design of an advertising campaign through conventional media. The ethical commitments involved are exactly the same.
4.4 In general, i-Rent.net shall advise and warn the client on the entrusted work. The hiring party may have little or no previous knowledge at all about the technical and strategic aspects of the Internet. Therefore, i-Rent.net, as expert on the subject, shall contribute its know-how and expertise to guide the client.
4.5 Unless otherwise provided for, i-Rent.net agrees to make its best efforts to guarantee that the service shall be available, in general terms, 24 hours a day throughout the year, unless certain interventions require the service interruption. The client expressly states that it is aware of the fact that the service may be interrupted involuntarily, causing the service interruption due to maintenance, repair, safety, service or functionality increase or enhancement and any other activity having an impact on the service improvement or preservation. Notwithstanding the foregoing, i-Rent.net shall reserve the right to interrupt the service in the following cases:
I. When so determined by a court or competent administrative authority.
II. Upon reception of a justified claim informing that the web site contains unauthorised material.
III. Upon occurrence of insufficient reasons to believe that the hosted website contains unauthorised material of material damaging rights of third parties
i-Rent.net, shall, in any case and as far as possible, make its best efforts to notify the client about the periods of time when such interruptions will take place. Such suspensions and/or interruptions shall give rise to no indemnity right whatsoever in favour of the client.
4.6 Under no circumstances shall i-Rent.net be held liable for any damages caused as a result of an external attack against the Web site. I-Rent.net agrees to maintain Web sites within the maximum security limits in reasonable terms. Nevertheless, it must be understood that no system is fully secure.
FIFTH – OBLIGATIONS AND LIABILITIES OF the client
5.1 Use of the service other than in good faith is forbidden.
5.2 The following shall be forbidden as well:
I. The execution of projects contrary to the Dutch laws or violating rights of third parties.
II. The publication or dissemination of any contents that, in the opinion of i-Rent.net, may be violent, obscene, indecent, illegal, discriminatory, xenophobic or slanderous. Particularly but not limited to, the following contents shall not be permitted:
a) material infringing unduly authorised authorship rights, or any other intellectual or industrial property rights;
b) material offensive to the community and public morale;
c) material supporting terrorism, racism or any other illegal behaviour;
d) pornographic material, specially the type involving minors;
e) threatening or slanderous material;
i-Rent.net shall be entitled to interrupt the service until the client withdraws such data or contents.
III. Cracks, program serial numbers or any other contents violating intellectual property rights of third parties.
IV. The collection and/or utilisation of personal data from other users in breach of Organic Law 15/1999, dated 13 December, on Personal Data Protection.
5.3 the client agrees to provide an e-mail address and to keep it operational in order to receive any notifications sent by i-Rent.net.
5.4 The client shall be fully responsible for the use of the hired service and the contents stored as part thereof. It further agrees to observe the intellectual and industrial property rights of the information and contents that the former may decide to include in its web site, safeguarding i-Rent.net from any claim caused as a result therefrom.
Information Ownership: The client guarantees that it is the owner of the information contained in the hosted Web site or that, in any case, it has intellectual or industrial property rights and authorisation to disclose such information over the Internet and host data that may be transferred to the server without violating any rights of third parties.
5.5 The client shall indemnify i-Rent.net for any expenses incurred by the latter due to circumstances attributable to the client, including the fees and costs of lawyers hired by i-Rent.net, even in the case of non-final judicial decision.
5.6 The client agrees to provide the overall graphical and informative material required by i-Rent.net to prepare and commission the hired service. Likewise, it shall facilitate the work of i-Rent.net to the maximum extent possible in order to obtain the desired final product.
5.7 the client agrees to pay the agreed price on a timely basis. Should the client fail to pay the relevant amounts or honour them in due time, i-Rent.net shall interrupt the website development until such payments are duly settled.
SIXTH – PRICE OF SERVICES
6.1 The price of the services rendered by i-Rent.net are those indicated in the quotation.
6.2 Any modification by the client of the hired services shall vary the price of the hired product upwards but never downwards. The minimum price of the hired services is the one specified in the hiring sheet attached.
SEVENTH – FORM OF PAYMENT
7.1 A 30% down payment shall be made to i-Rent.net before the former starts developing the project. The outstanding 70% shall be honoured upon delivery of the web project and no later than 45 days after the project has started.
7.2 Payments shall be exclusively settled by wire transfer. Wire transfers shall be done to the checking account number:
IBAN: NL62 ABNA 0422 8862 70
held with the ABN Amro. Once the client makes a payment, the same shall send a copy of the bank transfer voucher. Bank transfer expenses shall be borne by the client.
EIGHT - MODIFICATIONS
8.1 i-Rent.net shall reserve the right to modify the characteristics of the delivered service and shall pursue to act to the benefit of the same. If applicable, i-Rent.net shall notify the client about the changes made as soon as possible. The client shall have a term of 15 days to notify its disagreement and terminate the Agreement. Once such term has elapsed, no reply from the client having been received, the latter shall be deemed to have accepted the new conditions.
NINTH - OWNERSHIP
9.1 Regarding web pages containing control panels, programmed applications, utilities and, in general, any type of programming, i-Rent.net shall be the owner of the source code and the client shall not be entitled to use it. Under no circumstances shall the client have access to the source code, either via FTP or through any other means.
9.2 i-Rent.net shall take all necessary preventive measures to avoid that the client can access the source code of customised programmed applications. Notwithstanding the foregoing, i-Rent.net shall be entitled to file a legal claim should i-Rent.net consider that authorship and intellectual property rights over its source code are being violated either by the client or by a third party.
9.3 Should a web site contain no control panels or use no customised applications or programming, the client shall request the IT files making up its Web site (HTML and image files). Should there be any control panels involved, the client shall be able to request all files except for those comprising the control panel.
9.4 i-Rent.net shall not allow either the client or a third party to modify the programming codes, the HTML code or the XML code provided by the system under any circumstances whatsoever. Only i-Rent.net shall have access to the source code and the right to change it.
9.5 Unless otherwise agreed, all the web developments made by i-Rent.net shall contain the corporate logotype of the former, at least, in the site's home page. Said logotype shall appear in a discreet fashion and shall be the contact link with the webmasters itself in case of any incidence or suggestion by visitors. In no case shall the corporate logotype of i-Rent.net be modified, deleted or replaced.
TENTH - MAINTENANCE
10.1 Unless expressly indicated by i-Rent.net, the website developed by the client shall have a maintenance service available, as specified in the quotation.
10.2 The aim of said maintenance service is to allow the client to post updated contents and information to its website periodically. Monthly update terms and deadlines shall be agreed upon according to the maintenance option selected by the client.
10.3 Changes shall be made as promptly as possible according to the workload of i-Rent.net. In any case, changes with no special requirements shall be executed within a maximum term of 14 working days.
ELEVENTH - REIMBURSEMENT
11.1 The client shall not be able to exercise any reimbursement right once the product has been hired, unless the final product fails to comply exactly with the specifications contained in the quotation attached sent by e-mail by i-Rent.net to the client.
TWELFTH – AGREEMENT TERMINATION CAUSES
12.1 Any breach, fully or partially and recurrent by either party of some or all the obligations or commitments undertaken by virtue of this Agreement shall entitle the other party to terminate it unilaterally. Specifically, the reasons for early termination of this Agreement shall include the following:
I. Bankruptcy or curatorship of either party.
II. If the client fails to comply with any obligations put forward in this Agreement.
THIRTEENTH - NOTIFICATIONS
13.1 i-Rent.net shall send notifications to the client to the electronic mail address indicated by the client.
13.2 the client shall serve notifications to i-Rent.net in writing to the following e-mail address: email@example.com. The client shall include its user name or e-mail for login purposes.
FOURTEENTH – GENERAL ASPECTS
This Agreement contains the overall agreement between the parties on the same purpose and subrogates and replaces any other previous agreement, oral or written, that may have been formalised by the parties.
Should any contradiction arise between the conditions foreseen herein and those set out in any other agreement entered into by both parties before, the provisions herein shall prevail.
None of the provisions herein purports lis pendens nor does it constitute either party as agent of the other. Neither party shall be held liable for any statement, act or omission by the other party in breach of the aforementioned.
Abstention by either party to claim any of its rights in accordance herewith shall not be deemed as a waiver to such rights in the future.
The provisions put forward in this Agreement shall remain in force and be binding to both parties after the termination or expiry thereof, whether it be implicitly or explicitly provided for.
FIFTEENTH – LIMITATION OF GUARANTEE AND LIABILITY
15.1 Under no circumstances shall i-Rent.net or its managers and top management, administrators, shareholders, agents or employees be held liable for any use by the client of the service rendered by i-Rent.net, either for direct or indirect causes.
15.2 The parties acknowledge that the enforcement of this Agreement implies no agency, delegation, guarantee or any agreements other than those expressly stated herein. And in accordance therewith, all the terms, conditions, guarantees or other aspects arising from covenants or general regulations, shall be explicitly excluded to the extent permitted by law.
SIXTEENTH - NULLITY
16.1 Should any provision herein be declared null or void, either fully or partially, by any court or competent authority, the remaining provisions shall remain valid, unless the parties mutually agree to terminate this Agreement.
SEVENTEENTH – APPLICABLE LAW AND COMPETENT COURTS
17.1 Regarding aspects beyond the scope of this Agreement, as well as the construction and settlement of conflicts between the parties as a result thereof, shall be subjected to the Dutch law.
17.2 Should any conflict arise between the parties as for the construction and enforcement of this Agreement, and should the parties fail to settle it by mutual agreement, the same shall be resolved at the request of the other party after written notification served to the other party through arbitration at the Official Chamber of Trade, Industry and Navigation of The Netherlands.
Each party shall undertake its own arbitration expenses. Nevertheless the arbiters’ indemnity and expenses shall be borne as established by arbitral decision.
17.3 All of the foregoing shall be understood without detriment to the fact that the parties can subject themselves to a legal procedure. In this case, claims shall be filed within the jurisdiction of the courts and tribunals of The Netherlands. The parties shall expressly waive their own jurisdictions should the procedural law allow so, and should such jurisdiction be different.
17.4 If possible in reasonable terms, this Agreement shall continue to be valid during the development of any conflict and/or legal or arbitral proceeding.
In Baarn 29/01/2018.