Terms & Conditions

Article 1: General

These general terms and conditions apply to all services provided by FAZAEL in connection with the design, development, delivery, and maintenance of websites and related digital services. Upon acceptance of the offer, the client agrees to be bound by these general terms and conditions. These general terms and conditions describe the rights, responsibilities, and obligations of both FAZAEL and the client during the execution of the project and all related services.

For questions or additional information, you can contact us by email at fazael.contact@gmail.com or via the website fazael.com.

Article 2: Definitions

Article 3: Reporting

1. The parties will provide each other in a timely manner with the information necessary for the realisation of the website and/or keep each other informed of relevant developments within their respective organisations.
2. FAZAEL keeps the client informed in writing on a weekly/monthly basis regarding the progress of the work. These updates are also discussed during meetings between the contact persons of FAZAEL and the client. Through these meetings, the parties provide insight into the activities carried out by them during the relevant period.

Article 4: Working Method

1. Initial meeting (briefing): Gaining insight into the client's vision, requirements, and brand identity.
2. Debriefing: Forwarding the points discussed during the briefing and making adjustments where necessary.
3. Proposal: Following the debriefing, we send a proposal containing a description of the work and the general terms and conditions.
4. Design: We create a design and submit it for review.
5. Development: Building the website in a framework, including all integrations. This phase also includes testing the website for responsiveness, accessibility, functionality, performance, various devices, and browsers.
6. Feedback round: Final adjustments before the website goes live.
7. Testing phase: Final tests of the website to guarantee functionality, responsiveness, and performance across various devices and browsers before the client launches the website.
8. Go live: The website goes live and the client receives all necessary access, documentation, and instructions for managing the website.

Article 5: Proposal

1. An offer in the proposal applies only to the agreed-upon work. New future work requires a new proposal and may therefore differ in price.
2. FAZAEL may consider the information provided by the client as correct and will prepare the proposal on this basis.
3. FAZAEL will carry out the assignment to the best of its judgement, experience, capability, and knowledge, whereby a best-efforts obligation applies and not an obligation to achieve a specific result.

Article 6: Acceptance

1. Before the website goes live in accordance with article 4.8, the client has a period of five (5) working days to approve the website. As soon as possible, but no later than five (5) working days after the expiry of this period, the client must inform FAZAEL in writing whether the website has been approved and which defects have been identified.
2. If during the testing phase it becomes apparent that the website shows defects according to the client, FAZAEL will rectify these defects as soon as possible.
3. Minor defects, including defects identified during the testing phase that do not impede the functioning of the website due to their nature and/or number, do not constitute grounds for withholding delivery, without prejudice to FAZAEL's obligation to remedy such minor defects in accordance with the documentation.
4. If the client has not notified FAZAEL within five (5) working days after the expiry of the period referred to in article 6.1, the delivery is deemed to have taken place by tacit agreement.

Article 7: Payment

1. Upon agreeing to the general terms and conditions and the invoice, a deposit of 50% must be paid. The full amount must be paid after the services stated in the invoice and proposal have been delivered.
2. The deposit must be paid within 14 days of the invoice date. The remaining amount must be paid within 14 days of the delivery date.
3. FAZAEL may suspend the execution of the work in the event of non-payment of the deposit.
4. In the event of late payment, the client will be given written notice of default. The client will be given a reasonable period to fulfil their obligations. Default occurs when fulfilment after the reasonable period remains outstanding, see article 10.
5. FAZAEL is also entitled to take the website offline until the outstanding amount has been paid.

Article 8: Amendment of the Agreement

1. If during the execution of the assignment it becomes apparent that adjustments or additions are necessary for correct execution, the parties will consult on this matter.
2. An amendment to the assignment may have consequences for the agreed price and delivery timeline. FAZAEL will, where possible, provide a revised price proposal in advance. The client acknowledges that such amendments may affect both the price and the planning.
3. FAZAEL reserves the right to refuse a change request from the client if the change has a significant impact on the nature, scope, or quality of the work to be carried out.

Article 9: Delivery Timeline

1. FAZAEL will commence execution of the assignment as soon as the deposit has been paid and all required information and materials have been provided by the client.
2. Agreed or stated timelines do not apply as strict deadlines. If a deadline is exceeded, the client must first issue a written notice of default to FAZAEL.
3. A deadline being exceeded by FAZAEL does not entitle the client to dissolve the assignment. This is only different if execution remains permanently impossible, or if FAZAEL fails to complete the work within a reasonable period following the notice of default.

Article 10: Termination of the Agreement

1. A party is in default when, following a written notice of default, obligations are not fulfilled in a timely manner.
2. A party is entitled to dissolve the agreement wholly or partially if the other party, after entering into default, still fails to fulfil its obligations within a reasonable period.
3. A party is entitled to dissolve the agreement wholly or partially in writing without any obligation to compensate the other party for any damages, if any of the following circumstances arise:
   • bankruptcy of the other party is applied for;
   • the other party is declared bankrupt;
   • the other party is granted a suspension of payments (whether provisional or not); or
   • the business of the other party is terminated.
4. The client may dissolve an assignment, but in that case the deposit (50%) is owed as cancellation costs. If more than 50% of the work has been completed at the time of dissolution, the client owes the full invoice amount.

Article 11: Liability

1. FAZAEL is only liable for direct damages to the client. Direct damage refers to situations where it can be demonstrated that FAZAEL had a direct influence, such as a website going offline, provided that article 7.4 does not apply.
2. The client is liable for direct damages when, for example, content is not delivered by the client on time and FAZAEL consequently experiences delays.
3. The liability under articles 11.1 and 11.2 is limited to a maximum of €1,500.00.
4. FAZAEL cannot be held liable for business results that disappoint after delivery. The performance of a website depends on factors outside the sphere of influence of FAZAEL.
5. FAZAEL is not liable for any indirect damages, consequential damages, or loss of profit, regardless of the cause.
6. FAZAEL is not liable for damages arising after the client has independently made changes to the website or the underlying systems without consultation.
7. In the event of force majeure, FAZAEL's obligations are suspended for the duration of the situation. Force majeure includes, among other things: illness, fire, flooding, cyberattacks, government measures, pandemics, and platform outages. If the force majeure lasts longer than 30 days, both parties may dissolve the agreement in writing without any right to compensation.

Article 12: Transfer

1. Without prior written consent from FAZAEL, the client is not permitted to transfer or sell the delivered website or materials, in whole or in part, to third parties.

Article 13: Intellectual Property

1. The intellectual property rights relating to the content and the rights to domain names vest in the client.
2. The intellectual property rights relating to the website, including the designs, code, drafted texts, and other materials, vest in FAZAEL in accordance with the Copyright Act.
3. Unless the client objects in writing prior to the deposit payment, FAZAEL retains the right to publish the assignment in its portfolio and on its social media channels.
4. The client guarantees that the materials provided do not infringe upon the rights of third parties and fully indemnifies FAZAEL against any potential claims from third parties.
5. In the event of an infringement of intellectual property rights, a dispute shall be submitted in accordance with article 14 of these general terms and conditions.
6. The client is responsible for all licence costs of fonts, stock photos, additional software, and plug-ins used during the project, unless otherwise agreed in writing.

Article 14: Disputes

1. If the parties cannot reach agreement on the matters discussed, the disagreement shall be recorded in writing. If no agreement can be reached, the parties shall make a decision on the matter in question. If no agreement can be reached within 7 days, each party is free to submit the dispute in accordance with the following clause.
2. Any dispute arising in connection with this Agreement or any subsequent agreements arising from it shall be resolved exclusively in accordance with the Arbitration Rules of the Stichting Geschillenoplossing Automatisering ("SGOA"), established in Haarlem (see sgoa.org and sgoa.eu). A dispute is deemed to exist when either party declares that such a dispute exists.
3. Dutch law applies to this agreement.

Article 15: Miscellaneous

1. These general terms and conditions may be deviated from in writing upon agreement by both parties.
2. Any oral commitments and agreements have no effect unless confirmed in writing by the client.
3. FAZAEL reserves the right to amend these general terms and conditions. The amended terms and conditions apply to new assignments following the amendment of the general terms and conditions.