These terms are a translation of the Dutch original. In the event of any discrepancy between this English translation and the Dutch text at carabaindigital.nl/voorwaarden.html, the Dutch text prevails.

Article 1. Definitions

Carabain Digital: the sole proprietorship Carabain Digital, established in Emmen, the Netherlands, registered with the Dutch Chamber of Commerce under number 98100483 and holding VAT identification number NL005309444B90.

Client: the natural person or legal entity acting in the course of a profession or business that enters into an Agreement with Carabain Digital.

Agreement: the agreement between Carabain Digital and Client based on the Website-as-a-Service model.

Service: the package of work and deliverables consisting of designing, building, hosting, securing and maintaining the website, including support, for a fixed monthly fee.

Article 2. Applicability, formation and provision of these terms

These terms and conditions apply to all quotes, proposals, emails and Agreements of or with Carabain Digital.

Carabain Digital makes these terms available to Client electronically before or upon entering into the Agreement, in a way that allows Client to save them and consult them later.

The Agreement is formed as soon as Client accepts the offer of Carabain Digital in writing, by email, digitally or through an online approval.

Electronic communication, including email, is deemed to have the same legal force as written communication for the purposes of these terms and the Agreement.

Article 3. Term, payment and price indexation

Term: the Agreement is entered into for a minimum, non-cancellable term of 24 months. Early termination is not possible during this period. After this initial period the Agreement is automatically extended for an indefinite term and can from that moment be cancelled monthly with a notice period of one (1) calendar month. Cancellation must be given in writing or by email.

Invoicing and funds: the agreed subscription fee is invoiced and collected monthly in advance by automatic payment (direct debit or card). Invoices are payable within fourteen (14) days of the invoice date, unless agreed otherwise in writing. Client is at all times responsible for ensuring sufficient funds are available for the automatic payment.

Late payment: if payment is not made within the agreed payment term, Client is in default by operation of law without any further notice of default being required. From that moment Client owes statutory commercial interest. All reasonable judicial and extrajudicial costs of collection are for the account of Client.

Suspension (taking the site offline): if Client is in default of its payment obligations, Carabain Digital has the right to stop the Service immediately and take the website offline. Client's payment obligation continues in full during this suspension. Carabain Digital is not liable for damage resulting from taking the website offline because of payment arrears.

Termination for non-payment: if a payment arrear continues for more than 60 days, Carabain Digital has the right to terminate the Agreement in whole or in part without any obligation to pay damages and without refunding amounts already due or paid, without prejudice to the right of Carabain Digital to demand full performance or compensation.

Price indexation: Carabain Digital is entitled to index the subscription rates annually on 1 January in line with the percentage change of the Dutch consumer price index (CPI) for all households published by Statistics Netherlands (CBS). If demonstrable cost increases exceed that indexation, Carabain Digital may additionally apply a reasonable rate adjustment. Carabain Digital will notify Client in writing or electronically at least thirty (30) days in advance.

Article 4. Intellectual property and administrative access

Ownership: all intellectual property rights in the website, the source code, templates, scripts, database structure, configurations, designs and other developed materials rest exclusively with Carabain Digital.

Licence: for the duration of the Agreement, Client receives a limited, non-exclusive and non-transferable right of use to use the website for its own business activities. This licence does not include any right to the source code, development environment, templates, reusable components, configurations or proprietary tooling of Carabain Digital.

Administrative access: Carabain Digital determines at its own discretion what level of administrative access or which specific rights are granted to Client, in order to prevent misconfiguration.

Ownership of content: all materials supplied by Client, such as its own logos, its own specific texts and its own photography, remain the property of Client.

No migration: Client is not permitted to move the website or parts of it to another hosting provider, or to request the source files, unless agreed otherwise in writing.

Buy-out: if, after the minimum term, Client wishes to take ownership of the website in order to host it elsewhere, this is possible only against a buy-out sum agreed in writing of 12 times the applicable monthly rate. After receiving that payment, Carabain Digital will provide the technically transferable materials, such as static files and any database exports, and will, insofar as it is entitled to do so, transfer the transferable intellectual property rights in them or grant a perpetual right of use. Carabain Digital is not responsible for the installation, configuration or operation of those files in Client's new hosting environment. Specific backend systems, CMS licences, Cloudflare integrations or proprietary scripts of Carabain Digital are expressly excluded from this transfer.

Open source: the website may contain software subject to open source licences. Third-party rights and components covered by open source or other external licences remain subject to the applicable licence terms.

Article 5. Fair use policy (maintenance and support)

The monthly subscription covers technical maintenance, including software and plug-in updates, security and hosting, and a limited number of functional changes on the basis of a fair use policy.

Functional changes are understood to mean: small text edits, replacing or adding supplied images, or updating contact details, up to a maximum of one (1) hour per calendar month.

Carabain Digital reasonably determines whether work falls under the fair use policy. That assessment is binding unless it is manifestly unreasonable. Unused time cannot be carried over to a following month.

All work beyond that hour, or relating to building entirely new functionality or pages, qualifies as additional work and is invoiced at the hourly rate of Carabain Digital of $99 excluding any applicable taxes. As a rule, Carabain Digital carries out additional work only after Client has approved the nature and estimated cost of it in writing or electronically.

Article 6. Delivery and acceptance

If Client does not raise specific objections in writing or by email within fourteen (14) days of delivery of the website, the website is deemed to have been accepted by Client. Minor defects that do not materially impede the normal functioning of the website are not grounds for refusing acceptance.

Defects that were not reasonably visible at acceptance (hidden defects) and that are reported within three (3) months of acceptance will be repaired by Carabain Digital free of charge within a reasonable period, insofar as those defects are attributable to Carabain Digital.

Article 7. Use of AI, content and indemnity

Client is aware that Carabain Digital uses artificial intelligence (AI) to generate the initial design, concepts, texts and/or images.

Final responsibility: before the website goes live, Client is required to check the website thoroughly for the accuracy of information, any typographical errors, functional errors and the rights to the images and text shown.

By approving the go-live, Client accepts the website, without prejudice to the arrangement for hidden defects set out in Article 6. Insofar as the content originates from or has been approved by Client, Client fully indemnifies Carabain Digital against third-party claims, including copyright claims, relating to the content placed on the website.

Article 8. Client's obligation to cooperate

Client is obliged to supply in good time all data, feedback and transfer codes that Carabain Digital needs in order to deliver the website or take it live.

If the go-live of the website is delayed because Client's input or cooperation is not forthcoming, Carabain Digital has the right to start monthly invoicing 30 days after the Agreement was entered into, regardless of whether the website is live at that time.

If the delay caused by Client's lack of cooperation lasts longer than 90 days, Carabain Digital has the right to terminate the Agreement without any obligation to pay damages and without refunding amounts already due or paid.

Article 9. Liability, backups and service level

Carabain Digital gives no guarantees regarding uninterrupted availability of the Service.

Backups are made by Carabain Digital solely for disaster recovery at server level. Carabain Digital does not guarantee that a specific, individual backup or earlier version of the website is available to Client at any given moment.

Liability of Carabain Digital for an attributable failure arises only after Client has given Carabain Digital written notice of default allowing a reasonable period for remedy, unless performance is permanently impossible.

The total liability of Carabain Digital for an attributable failure to perform the Agreement or on any other ground is limited, per event whereby a series of connected events counts as one event, to the total of the subscription instalments paid by Client in the twelve (12) months preceding the event causing the damage. If the Agreement has at that moment run for less than three (3) months, liability is limited to three (3) times the agreed monthly rate.

Carabain Digital is never liable for indirect damage, consequential damage, lost profit, missed savings, damage due to business interruption or damage resulting from downtime. Carabain Digital is not liable for outages, cyberattacks or data breaches attributable solely to an independent hosting provider or other supplier, unless the damage is also the result of an attributable failure by Carabain Digital.

The limitations of liability in this article do not apply insofar as the damage is the result of intent or wilful recklessness on the part of Carabain Digital or its management.

Article 10. Force majeure

Carabain Digital is not obliged to perform any obligation if doing so is reasonably impossible as a result of force majeure, which includes: outages at hosting providers, cloud suppliers, internet providers or registrars, power failure, strikes, war, government measures, cyberattacks such as DDoS attacks or ransomware, and other circumstances beyond the reasonable control of Carabain Digital.

For as long as the force majeure situation continues, the obligations of Carabain Digital are suspended. If the force majeure lasts longer than sixty (60) days, both parties are entitled to terminate the Agreement in writing without any obligation to pay damages. Work already performed and subscription instalments already elapsed remain payable up to the termination date.

Article 11. Domain name management, DNS and email

Transfer versus DNS management: if Client already owns a domain name, Client retains ownership of it. Depending on the technical situation, the go-live takes place either by transferring the domain name to the registrar of Carabain Digital or by adjusting the DNS settings at Client's current registrar. The domain name is at all times registered in Client's name.

Cooperation with DNS changes: Client is obliged to provide, within seven (7) days of a request, all necessary login details and transfer codes, or grant the DNS access required to take the Service live on the network of Carabain Digital, which includes Cloudflare or external VPS environments.

Indemnity for email and third-party services: Client is responsible for identifying and communicating in advance any existing DNS records linked to external services, such as business email providers including Microsoft 365, Google Workspace and MX records. Carabain Digital configures DNS using the records supplied by Client or active at that time, but is never liable for damage, lost revenue or outages in Client's email or other connected systems during or after the migration period.

Termination and release: on termination of the Agreement, and after Client has paid all amounts due under the Agreement, Carabain Digital will reasonably cooperate in releasing or transferring a domain name to which Client is entitled. The buy-out arrangement in Article 4 applies solely to the transfer of technically transferable parts of the website and expressly not to the release of the domain name. All work performed by Carabain Digital to actively assist in transferring the domain name or the content to a third party falls outside the regular subscription and is invoiced at the applicable hourly rate of $99 excluding any applicable taxes. From the moment of release, Carabain Digital is no longer responsible for the hosting, availability, email operation or DNS configuration of the domain name.

Article 12. Reference and portfolio

Carabain Digital is entitled to use the developed website, Client's trade name and screenshots of it for its own promotional purposes, marketing, portfolio or as a reference, unless Client objects expressly in writing before the go-live.

Article 13. Privacy and GDPR

Insofar as Carabain Digital processes personal data in performing the Service on behalf of and according to the instructions of Client, Carabain Digital qualifies as a processor and Client as a controller within the meaning of the GDPR. In that case the parties conclude a data processing agreement meeting the requirements of Article 28 GDPR.

Article 14. Changes to these terms and conditions

Carabain Digital is entitled to amend these terms and conditions. Changes are announced to Client in writing or electronically at least thirty (30) days before they take effect.

Changes that are purely administrative, follow from amended legislation or regulation, or are not materially disadvantageous to Client, do not give a right to interim termination. If another change is materially disadvantageous to Client, Client may terminate the Agreement as per the date the change takes effect. Absent timely termination, Client is deemed to have accepted the amended terms.

Article 15. Governing law and disputes

All legal relationships to which Carabain Digital is a party are governed exclusively by Dutch law.

Disputes between Carabain Digital and Client are submitted exclusively to the competent court in the district in which Carabain Digital is established.