GKS Digital general terms and conditions

Version 1.1. GKS Digital, sole proprietorship (eenmanszaak) of Giliam Smale, Ridder Fulcolaan 46, 3953 BW Maarsbergen, the Netherlands. Chamber of Commerce (KvK) 89805313, VAT NL004762148B94.

Last updated 8 October 2026.

This is a translation. The Dutch “Algemene voorwaarden GKS Digital” is the only binding version, and where this translation and the Dutch text differ, the Dutch text applies. The article numbering is identical in both, so anything here can be looked up in the original. Happy to go through any of it with you before you sign anything.

1. What these terms cover

1.1 These terms apply to every quotation, assignment and agreement between GKS Digital and the client, unless something else has been agreed in writing.

1.2 The client’s own terms do not apply, unless GKS Digital has accepted them in writing beforehand.

1.3 These terms are written for clients acting in the course of a profession or business.

2. Quotation and assignment

2.1 A quotation is valid for 30 days and without obligation, unless it states a different period.

2.2 The assignment comes into being as soon as the client approves the quotation in writing or by e-mail.

2.3 The quotation states what will be delivered. Anything not stated in it is not part of the assignment.

3. Prices and VAT

3.1 Prices are in euros and exclusive of VAT.

3.2 GKS Digital uses the Dutch small business scheme (kleineondernemersregeling, KOR) and therefore charges no VAT at present. If the KOR ceases to apply, prices will from that moment be increased by the VAT then in force.

3.3 Third party costs purchased on the client’s behalf, such as domain names, licences and third party services, are passed on at cost price, including the VAT charged by the supplier.

4. Payment

4.1 For assignments above EUR 500, 50% is invoiced at the start and 50% on delivery. Smaller assignments are invoiced on delivery.

4.2 The payment term is 14 days from the invoice date.

4.3 In the event of late payment the client owes statutory commercial interest (wettelijke handelsrente) and collection costs. GKS Digital may then suspend the work.

4.4 A maintenance subscription is invoiced monthly. Other recurring costs are invoiced in advance for the period to which they relate.

5. Performance, planning and revisions

5.1 GKS Digital carries out the assignment to the best of its insight and ability. The assignment is a best efforts obligation (inspanningsverplichting), not an obligation to achieve a particular result.

5.2 Any periods mentioned are a planning and not strict deadlines. If the planning runs over because the client supplies material or feedback late, delivery shifts accordingly.

5.3 The design includes two rounds of changes. A round is one bundled set of comments, supplied in one go within the agreed period. Separate comments that follow afterwards count together as the next round.

5.4 Anything that changes after those two rounds counts as additional work. Additional work is agreed in advance and invoiced separately at the hourly rate stated in the quotation.

5.5 The client appoints one contact person who decides on its behalf.

6. What the client supplies

6.1 The client supplies texts, images, logos, video and other materials in the agreed form and on time.

6.2 The client warrants that it has the right to use that material and to have it published, and indemnifies GKS Digital against third party claims in that respect, for example regarding copyright or portrait rights.

6.3 The client is responsible for the accuracy and the lawfulness of what appears on the website, including prices, taxes, permits, guarantees and legally required statements. GKS Digital does not check this and gives no legal, tax or other advice on it.

6.4 If supplied material fails to arrive, GKS Digital may suspend the assignment and invoice the hours spent up to that point.

6.5 If material is still outstanding more than 30 days after a written reminder, GKS Digital may dissolve the agreement in writing and invoice the work performed and the costs incurred. This keeps an assignment from remaining open indefinitely.

7. Delivery and approval

7.1 The client is shown the website before it goes live and checks texts, details and operation.

7.2 If the client does not respond within 10 working days, GKS Digital sends a written reminder. If no response follows within 5 working days of that, delivery counts as approved.

7.3 Defects that come to light after going live and are attributable to GKS Digital are repaired free of charge within 30 days of delivery.

8. Rights in the work

8.1 Once everything has been paid, the client receives a perpetual, non-exclusive right to use the design and the website as delivered, for its own business.

8.2 GKS Digital retains copyright in the underlying code, components and working methods, and may reuse these for other assignments. The client’s design and brand elements are not reused.

8.3 Fonts, photographs, plug-ins and other third party components are subject to the licence of the supplier concerned.

8.4 Photographs taken by GKS Digital itself for the website remain the property of GKS Digital. The client may use them on the website delivered under the assignment. If the client wishes to use the files itself, for example for print, social media or another website, these are charged separately.

8.5 GKS Digital may place a modest credit with a link in the website’s footer.

9. Portfolio

9.1 GKS Digital may show the delivered work in its own portfolio, on its own website and on social media, naming the client, unless agreed otherwise in writing.

9.2 Confidential information and data of the client’s visitors or customers are never shown.

10. Hosting, domain names and maintenance

10.1 Hosting and maintenance renew automatically, with one month’s notice of termination.

10.2 Domain names are registered in the client’s name. The client is and remains the owner of its domain name, including after the collaboration ends.

10.3 GKS Digital uses external suppliers for hosting, domain registration, e-mail and other services, and is not liable for outages at those suppliers. No availability percentage is guaranteed.

10.4 Maintenance covers what is stated in the subscription agreement or the quotation, supplemented by article 11. New functionality is not included.

10.5 On termination GKS Digital will cooperate in transferring the website and the domain name to the client or another party, at the hourly rate, provided all invoices have been paid.

10.6 Hosting and maintenance rates may be adjusted annually on 1 January in line with price developments. If an increase exceeds 10%, the client may terminate within 30 days with effect from the date the increase takes effect.

10.7 If payment for hosting or maintenance remains outstanding after a reminder, GKS Digital may suspend the service. The website is then temporarily unreachable. The domain name remains the client’s property.

10.8 The website runs on infrastructure managed by GKS Digital. The domain name’s nameservers are therefore pointed at the DNS environment of GKS Digital. This is a condition for being able to deliver, secure and maintain the website.

10.9 The client remains the owner of the domain name and may move the nameservers elsewhere at any time. If that happens, GKS Digital can no longer host or maintain the website and the service ends.

10.10 Before the move, the parties go through the existing DNS records together, including those for e-mail. The client supplies the information needed for this. GKS Digital re-creates the records as supplied and is not liable for disruption caused by records that were not supplied, or supplied incompletely.

10.11 Third party subscriptions and accounts belonging to the website, such as e-mail, an editing environment, a payment service or a search engine business profile, are created in the client’s name and paid for by the client directly. Those parties’ price changes and terms are outside the influence of GKS Digital. GKS Digital may act as administrator where that is needed to keep the website or the e-mail working, but is not a help desk for those services.

10.12 The domain name is registered in the client’s name but is managed and renewed by GKS Digital. The cost of this is included in the monthly fee. This prevents the domain name from expiring because a payment at the client’s end went wrong. The client may request the domain name at any time and move it elsewhere. The transfer token is provided on request, free of charge and without conditions.

11. Support and service

11.1 What a maintenance subscription covers exactly, meaning which work, how many changes per period and what response time, is set out in the subscription agreement or the quotation. This article governs what is not set out there.

11.2 Support covers: small text and image changes, updates, checks on operation and security, and resolving faults attributable to GKS Digital.

11.3 Support does not cover: new pages or functionality, redesign, migrations, integrations with other systems, filling the website with new content, work on third party systems, and repairing damage caused by the client or a third party. That is additional work at the hourly rate.

11.4 Requests are handled on working days between 09:00 and 17:00. The agreed response time is a time to respond and not a time to resolve; no repair time is guaranteed.

11.5 Unused changes lapse at the end of the period. They are not saved up, carried over or paid out.

11.6 GKS Digital determines whether a request falls within the subscription and says so in advance, not afterwards on the invoice. A request that falls outside it is quoted first and only carried out after approval.

11.7 Work outside office hours or at the weekend at the client’s request is charged at 150% of the hourly rate. This does not apply to a fault covered by a subscription that includes weekend availability.

11.8 Additional work under half an hour is not invoiced separately; above that, time is counted per commenced half hour.

12. Availability and faults

12.1 GKS Digital does not provide guaranteed availability. No uptime percentage applies and there is no penalty or refund arrangement for downtime. An agreed response time is something different from an availability guarantee and does not imply one.

12.2 Faults at hosting parties, domain registrars, e-mail providers, payment services, booking systems or other third parties are outside the sphere of influence of GKS Digital and give no right to compensation or a discount. GKS Digital will always find out where the problem lies and report back; that is included. Fixing, working around or replacing third party software is not, and is quoted separately.

12.3 A fault attributable to GKS Digital is repaired free of charge and as a priority, and costs the client no change allowance from its subscription.

12.4 Planned maintenance is announced in advance where possible and carried out outside busy hours as far as possible.

12.5 The website’s source code is kept under version control, so that an earlier version can be restored. Restoring after an error by the client or a third party is additional work. Data that arises outside the website, such as e-mail, reservations or orders held by an external service, falls under that service’s own backup arrangements.

13. Security and data breaches

13.1 GKS Digital takes appropriate technical and organisational measures, as described in the data processing agreement, but cannot guarantee absolute security.

13.2 In the event of a data breach where GKS Digital is the processor, the client is informed without undue delay and no later than 24 hours after discovery, and GKS Digital cooperates in investigation and remedy. Notification to the Dutch Data Protection Authority and to data subjects is made by the client as controller.

13.3 The client is responsible for handling its own accounts and passwords securely and for two factor authentication where available. Damage caused by shared, weak or leaked login details of the client is at the client’s expense.

13.4 A leak, hack or abuse originating at a supplier or in third party software is not at the expense of GKS Digital, without prejudice to the effort made to limit the consequences.

14. Editing the site yourself

14.1 If the client is given access to update the website itself, this applies to the parts set up for that purpose, such as texts, prices and photographs. Design, code and settings remain with GKS Digital.

14.2 For what the client publishes itself, the same applies as for material it supplies: it warrants the accuracy, the lawfulness and the rights in it (articles 6.2 and 6.3).

14.3 If a fault arises through the client’s own changes, repair is not covered by support or warranty and is invoiced at the hourly rate.

14.4 Login details are personal. The client gives notice as soon as someone else needs access or must no longer have access.

14.5 On a multilingual website, Dutch is the leading language. If the client changes Dutch text itself, GKS Digital updates the other languages within the subscription’s response time. Between the change and the updated translation the other languages may be out of date; where a translation is missing, the website shows the Dutch. If changes are made more often than the subscription allows, that is not a failure on the part of GKS Digital.

15. Reporting potentially unlawful content

15.1 Anyone may report content on a website hosted by GKS Digital that they consider unlawful, via legal@gksdigital.nl. A report contains reasons, the exact web page, the name and e-mail address of the reporter, and a statement that the report is made in good faith.

15.2 GKS Digital confirms receipt and handles the report in a timely, diligent and objective manner. No extensive legal assessment and no independent investigation of the facts is carried out.

15.3 If the content proves unlawful, GKS Digital may remove it or disable access to it. The client is informed of this, with reasons, and is given the opportunity to resolve it itself first where possible.

15.4 The reporter is notified of the decision.

15.5 Repeated or serious cases may be grounds for GKS Digital to terminate the agreement.

15.6 This article is without prejudice to article 6.3: the client remains responsible for what appears on its website and indemnifies GKS Digital against third party claims in that respect.

16. No guarantee of findability

16.1 GKS Digital builds the website according to the common principles for findability, speed and accessibility, but guarantees no search engine positions, no placement in AI answers, no visitor numbers and no revenue.

17. Use of AI

17.1 GKS Digital may use AI tools in carrying out the work. Responsibility for the delivered work remains fully with GKS Digital.

17.2 AI generated imagery is used only as general illustration and is never presented as a photograph of the client’s premises, staff or completed work.

17.3 If a chatbot or comparable application is placed on the website, it will state that the visitor is communicating with AI.

17.4 For material the client creates with AI itself and supplies or publishes, articles 6.2 and 6.3 apply in full.

18. Confidentiality

18.1 The parties treat as confidential any information of the other that they know, or could reasonably know, to be confidential, including business information, revenue figures, customer data and arrangements with suppliers.

18.2 This obligation does not apply to information that is already public, or that must be disclosed under the law or a court ruling.

18.3 The obligation continues to apply after the agreement ends.

18.4 Article 9 continues to apply here: showing delivered work in the portfolio is permitted, without confidential information.

19. Performance by GKS Digital, substitution and death

19.1 The applicability of article 7:404 of the Dutch Civil Code is excluded. The assignment is accepted by GKS Digital and not by a particular person.

19.2 The agreement ends on the death of Giliam Smale.

19.3 In that case the work performed up to that point is settled proportionally. Heirs will cooperate in transferring data, access and the domain name, but take on no obligation to continue or complete the work.

19.4 GKS Digital may have the work performed by a substitute with comparable qualifications, but is not obliged to do so. The client cannot demand a substitute.

19.5 If a substitute is used, GKS Digital gives notice in advance, remains responsible for the quality of the work, continues to invoice the client and pays the substitute itself. The client may refuse a substitute only if that person demonstrably does not meet the agreed qualifications.

20. Force majeure

20.1 If a party is prevented by force majeure (overmacht) from performing, it is not obliged to do so for as long as that situation continues. Force majeure on the part of GKS Digital includes: force majeure or default on the part of suppliers, defects in third party software or services, government measures, fire, power failure, failure of the internet or digital infrastructure, a pandemic, (cyber) crime, war or terrorism.

20.2 GKS Digital is a sole proprietorship without employees. Illness therefore works as follows:

(a) short or mild illness is not force majeure; the planning shifts as in article 5.2;

(b) if illness lasts longer than two consecutive weeks, the client is informed and response times are suspended;

(c) force majeure arises only where illness prevents performance and substitution as referred to in article 19.4 is not possible or does not take place.

20.3 A failure or defect in the equipment of GKS Digital itself is not force majeure.

20.4 If a force majeure situation lasts longer than sixty days, either party may dissolve the agreement in writing. What has already been performed is settled proportionally; beyond that the parties owe each other nothing.

20.5 Absence announced in advance, such as a holiday, is not force majeure but suspends response times. Holidays are notified at least two weeks beforehand, stating when a response will be available again.

21. Liability

21.1 The liability of GKS Digital is limited, per assignment, to the amount invoiced for that assignment in the twelve months preceding the damage.

21.2 GKS Digital is not liable for indirect damage, such as lost revenue, missed savings, loss of data or reputational damage.

21.3 The limitations in this article do not apply in the event of intent or deliberate recklessness.

21.4 Where making backups is not expressly part of the agreed maintenance, the client is itself responsible for an up to date backup of its own data. Data that arises outside the website, such as e-mail or reservations held by an external service, always falls under that service’s arrangements.

21.5 GKS Digital is not liable for damage caused by downtime or faults in third party services, for loss of data held by those third parties, or for damage the client could have limited by reporting in time or by keeping its own backup.

21.6 Every claim lapses twelve months after the client discovered the damage or could reasonably have discovered it.

22. Personal data

22.1 Where GKS Digital processes personal data on the client’s behalf in the course of hosting or maintenance, the parties conclude a data processing agreement.

22.2 The client is the controller for the data processed through its website.

23. Termination, dissolution and cancellation

23.1 If the client cancels an assignment after approving it, the hours spent and costs incurred up to that point are charged, with a minimum of 25% of the assignment sum.

23.2 If a party fails to perform an obligation and does not remedy this within a reasonable period after a written notice of default (ingebrekestelling), the other party may dissolve the agreement in writing.

23.3 Either party may terminate the agreement with immediate effect if the other is declared bankrupt, applies for suspension of payments or ceases its business.

23.4 A subscription continues for as long as the website still runs on the infrastructure of GKS Digital and the domain name is still managed by GKS Digital. After it ends, the website remains online for a further thirty days, so that the move can take place without pressure.

23.5 If the move does not take place, GKS Digital will not renew the domain name again. Written notice of this is given at least twice in advance, stating the end date.

24. Transfer of rights and obligations

24.1 The client does not transfer its rights and obligations under the agreement to a third party without the prior written consent of GKS Digital. Such consent is not withheld on unreasonable grounds, for example on a sale of the business.

24.2 GKS Digital may transfer claims against the client to a third party.

25. Changes to these terms

25.1 GKS Digital may amend these terms. An amendment is announced in writing at least 30 days in advance.

25.2 If the amendment is to the client’s detriment, the client may terminate in writing within those 30 days with effect from the date the amendment takes effect.

25.3 For assignments already in progress, the terms as they applied at the time of entering into the agreement continue to apply until an amendment under this article has taken effect.

26. Invalidity and conversion

26.1 If a provision of these terms is void or is annulled, the remaining provisions remain in force.

26.2 In that case the parties will consult on a replacement provision that approximates the purport of the original as closely as possible.

27. Governing law

27.1 Dutch law applies to all agreements.

27.2 Disputes are submitted to the Midden-Nederland District Court, Utrecht location, to the extent the law permits. The parties will first try to resolve matters together.