Version: 25 August 2025

Article 1 – Definitions

• Service Provider: Online Heroes, Chamber of Commerce (KvK) 87624567, Breda.

• Client: the natural or legal person that enters into an agreement with the Service Provider.

• Agreement: any written or oral agreement, including quotations, SLAs, annexes, and project proposals.

• Assignment: the agreed services (design, development, hosting, maintenance, marketing, etc.).

• Deliverables: all creations delivered by the Service Provider (designs, code, visuals, content, configurations).

• SLA: service level arrangements concerning hosting/maintenance.

• Business Day: Monday to Friday, excluding official public holidays.

• Additional Work: work outside the original scope.

• Feedback Round: an agreed period during which the Client provides bundled and unambiguous corrections.

• Delivery: written confirmation that (a phase of) the work is ready for review.

• Defects: shortcomings causing the Deliverables not to meet the agreed requirements.

Article 2 – Applicability

• Applies to all quotations, assignments, activities, and deliveries by or on behalf of the Service Provider.

• Deviations are only valid if agreed in writing.

• The Service Provider has an obligation of best efforts, unless a result obligation has been agreed in writing.

Article 3 – Quotations and Formation

• Quotations are valid for 14 days, unless stated otherwise.

• Offers do not automatically apply to follow-up assignments.

• The assignment starts only after:

  • written acceptance, and

  • receipt of the (down) payment.

• Lead times stated in quotations are indicative (non-fatal) and depend on timely input/decisions by the Client.

Article 4 – Prices and Payment

• All rates exclude VAT.

• Payment term: 14 days from invoice date.

• Payment without suspension or set-off.

• In case of non-payment (default), the Service Provider may:

  • suspend work,

  • block access to hosting/staging,

  • postpone go-live.

• Client’s bankruptcy or suspension of payments: all claims become immediately due and payable.

• Collection/interest/damage costs are fully for the Client’s account.

• Indexation:

  • as of 1 January annually (at least 2 months’ prior notice).

• Suspension by the Client is excluded (see also Art. 20).

• Schedule impact of suspension: if work is suspended due to default, the schedule is automatically extended by the number of suspension days.

Article 5 – Information Provision (Submission Specifications)

• The Client provides all required information, access, and materials timely and complete, in accordance with the Submission Specifications.

• In case of late/incomplete provision:

  • the Service Provider may suspend performance,

  • additional costs are borne by the Client.

• The Client warrants the accuracy and completeness of all data provided.

• Submission Specifications are shared prior to each project.

Article 6 – Performance and Additional Work

• The Service Provider performs assignments with due care and may engage third parties.

• Deadlines are indicative (non-fatal), unless expressly agreed as fatal in writing.

• Additional Work only after written confirmation, billed at the applicable hourly rate.

Article 7 – Phased Delivery, Feedback, and Acceptance

Standard phases

• Phase 1 – Homepage: delivery and review.

• Phase 2 – Remaining pages & design layouts: delivery and review.

• Phase 3 – Full website incl. content/functionality: delivery and review.

Target timeframes (non-fatal; dependent on timely input)

• Homepage: within 5 Business Days after complete input and (down) payment.

• Contact/About (or first 2 subpages): within 8 Business Days after approval/feedback on the homepage.

• Other unique new pages (design): 1 Business Day per unique page after design approval.
  (Indicative; delays caused by late input/feedback extend the schedule proportionally.)

Feedback per phase

• One (1) feedback round per phase.

• Feedback must be:

  • bundled and unambiguous,

  • submitted in one document/email per round.

• Conflicting or additional feedback outside the round = Additional Work.

• Optional: a progress sheet (e.g., Google Sheet) for interim review.

Delivery & acceptance

• The Service Provider notifies in writing when a phase is ready.

• Acceptance period per phase: 15 Business Days.

• No response within this period = automatic acceptance.

• No/late content or input:

  • the Service Provider may deliver and invoice the phase,

  • remaining feedback can be processed at no additional cost later, provided it complies with the agreements and is submitted within a reasonable period.

• Latent defects: remedied free of charge within a reasonable period, insofar as not caused by changes made by the Client/third parties.

Article 8 – Managed Hosting & SLA

Services

• 99.9% uptime

• Daily backups (7 days)

• Weekly backups (7 weeks)

• CDN & NVMe storage

• Staging environment

• Object caching

• DDoS protection

• 1GB email storage (expandable)

• Optional email integration (e.g., Microsoft 365/Outlook)

Service levels

• Uptime: 99.9% per month

• Incident response:

  • 3h (Business Days 09:00–17:00)

  • 5h (Business Days until 20:00)

  • 24h (weekend)

• Resolution time: max. 48h, unless third-party dependency prevents it

Maintenance windows

• Minor maintenance: ongoing.

• Major maintenance: at least 5 Business Days’ notice; preferably overnight/weekend.

Service Provider obligations

• Hosting, updates, and maintenance of WordPress, themes, and plugins

• Security and remediation of technical issues

Client obligations

• No uncoordinated backend changes

• Allowed: Elementor edits, media, pages, posts

• Damage due to improper use → remediation at standard or expedite rate

Invoicing & payment

• Annually or monthly, as per quotation

• Payment term: 14 days

• In case of non-payment: suspension of hosting/access

Communication & escalation

• Via email or WhatsApp group

• Escalations: by email (“SLA Escalation”) or by phone via designated contacts

Liability (hosting)

• Limited to direct damages

• Max. 3 months of hosting fees per calendar year

Term & termination (hosting)

• Minimum term: 1 year

• Thereafter renewed monthly

• Notice: 1 month before renewal date

• Mid-term termination by the Client in case of repeated SLA breach: possible after written notice of default and a reasonable cure period (if unresolved).

Article 9 – Maintenance & Support (non-hosting)

• Any maintenance/support subscriptions (e.g., Heldensupport):

  • coverage and response times as specified in the quotation;

  • notice period: 1 full calendar month.

• Support requests outside scope/SLA (how-to’s, content assistance) are billed at the hourly rate.

Article 10 – Complaints and Defects

• Complaints: report in writing within 7 days after discovery.

• Complaints do not suspend the payment obligation.

• Defects during the acceptance period: remedied within a reasonable period.

Article 11 – Limitation Periods

• All claims against the Service Provider expire/lapse after 12 months from the event on which the claim is based.

Article 12 – Liability

• The Service Provider is only liable in case of:

  • wilful misconduct, or

  • gross negligence.

• Limitation:

  • max. the invoice amount of the relevant part of the assignment, or

  • max. 3 months of hosting fees (for hosting services).

• No liability for indirect damage: loss of turnover/profit, reputational damage, data loss, third-party claims.

• No result guarantee for SEO/marketing/PageSpeed (external factors apply).

• Without maintenance/hosting by the Service Provider: after delivery the Client is fully responsible for updates, security, and hacks.

• The Client indemnifies the Service Provider against third-party claims relating to Client-provided content or use of the Deliverables.

Article 12a – Warranties

• Unless expressly agreed in writing, no warranties are provided regarding performance, compatibility, accessibility, or specific (commercial) results.

• The Service Provider’s obligations are best-efforts obligations; any warranty arises only by explicit written agreement.

Article 12b – Client’s Liability

• If several clients are party to the Agreement, they are jointly and severally liable for all obligations.

• If the Client is a legal entity, the signatory warrants he/she is duly authorised. Losses due to unauthorised representation are for the account of the Client/signatory.

Article 13 – Retention of Title & Right of Retention

• Retention of title: all (digital) Deliverables, accounts, credentials, configurations, and transfer/migration actions remain the property/under the control of the Service Provider until full payment.

• Right of retention (lien): the Service Provider may withhold files, source code, accounts, or migrations while invoices remain unpaid.

• Also applies in case of the Client’s bankruptcy/suspension of payments.

Article 14 – Intellectual Property

• All rights to Deliverables remain with the Service Provider until full payment has been received.

• After payment: transfer of copyright in client-specific Deliverables, excluding:

  • open-source (external licences),

  • pre-existing methodologies,

  • generic code/frameworks/snippets.

• The Service Provider retains the right to reuse non-client-specific modules/libraries.

• Until transfer: only a temporary, limited licence for internal use, conditional upon full payment.

Article 15 – Privacy & GDPR

Roles

• Service Provider = processor;

• Client = controller.

Service Provider

• acts solely on written instructions,

• implements technical/organisational security measures,

• engages sub-processors only with consent and under equivalent obligations.

Client

• responsible for the lawfulness of data supplied (e.g., mailing lists).

Data breaches

• notification to the Client within 48 hours.

After termination

• personal data will be deleted or, upon request, returned securely.

Article 16 – Confidentiality & Non-Solicitation

• Parties keep confidential information confidential.

• Penalty for breach: €5,000 per breach + €500 per day the breach continues (without prejudice to additional damages).

• Non-solicitation: the Client may not engage the Service Provider’s staff/fixed freelancers within 12 months after the end of cooperation, unless agreed in writing.

Article 17 – Expedite Rates

• Work that must be performed within 24 hours = expedite.

• Expedite rate: €150/hour excl. VAT.

Article 18 – Licences & Third-Party Tools

• Costs for software/plugins/themes, stock, fonts, and tools are for the Client, unless agreed otherwise.

• Upon termination, shared licences lapse; the Client must arrange replacements.

• The Service Provider is not liable for malfunctions, updates, or security issues in third-party tools.

Article 19 – Portfolio, Credits & Promotion

• The Service Provider may use the Client’s name/logo, screenshots, and case materials in its portfolio, presentations, social media, and marketing.

• The website footer will by default state: “Web design by Online Heroes” (with backlink), unless agreed in writing otherwise.

• Promotional commitment with discount (optional): where a discount is agreed, after delivery the Client will post at least 1 Instagram feed post, multiple stories, and 1 LinkedIn post, mentioning/tagging the Service Provider.

Article 20 – Client Suspension & Set-off

• Suspension by the Client is excluded.

• Set-off against counterclaims is excluded.

• This is without prejudice to the Service Provider’s right to suspend (Arts. 4 & 13).

Article 21 – Assignment of Rights

• Assignment of rights/obligations by the Client requires the Service Provider’s prior written consent.

• The Service Provider may engage third parties for performance.

Article 22 – Items On-Site & Insurance

• Items/materials of the Service Provider at the Client’s premises must be properly insured by the Client against loss/theft/damage.

• The policy and terms will be made available for inspection upon request.

• Damage to the Service Provider’s items on the Client’s premises is for the Client’s account.

Article 23 – Electronic Communication & Signature

• Electronic signatures (eIDAS) are legally valid and equivalent to handwritten signatures.

• Notices by email are deemed written.

Article 24 – Force Majeure

• Force majeure includes: natural disasters, fire, pandemics, strikes, network/datacentre outages, government measures, and failures by third parties.

• Obligations are temporarily suspended during force majeure.

• If force majeure lasts more than 30 days, either party may terminate without liability.

Article 25 – Termination

• The Client may terminate in writing at any time; settlement pro rata progress, with a minimum of 50% of the agreed amount.

• Mid-term termination for material breach that is not cured within a reasonable period after written notice of default.

• Termination of hosting: the Client is solely responsible for timely downloading/migrating data/emails/backups; after termination the Service Provider is not required to retain data.

Article 26 – Amendments to These Terms

• The Service Provider may amend these Terms:

  • minor changes → effective immediately;

  • material changes → communicated in advance.

Article 27 – Governing Law & Jurisdiction

• Governed exclusively by Dutch law.

• Competent court: District Court of Zeeland-West-Brabant, location Breda.

Article 28 – Language & Interpretation

• These Terms are translated from Dutch to English.

• In multilingual versions, the Dutch text prevails in case of interpretive differences.