Version 2.0 March 2018
These terms and conditions (“Terms and Conditions”) apply to shall apply to all offers and agreements or any other relation entered into between Server.Biz Services B.V. (“Provider”) and the client (“Client”) whereby the Provider provides the Client with any goods and/or services whatsoever and however described. These Terms and Conditions shall precede over any other agreement or terms and conditions between parties entered into prior to the date hereof, save with Provider’s prior written consent or explicitly agreed upon otherwise between parties. Any other terms and conditions cannot be invoked against Provider regardless of the time at which these may have been sent, provided or brought to the attention of Provider by Client. Client and Provider shall hereinafter each separately be referred to as a “Party” and together as the “Parties”. The Terms and Conditions shall form an integral part of the Order. The Order and the Terms and Conditions shall form the agreement between Parties and together be referred to hereinafter as the “Agreement”.
In these Terms and Conditions, except where the context otherwise requires or otherwise in an Order, the following definitions apply:
“Affiliate” means in respect of any person, (i) one of its subsidiaries or group companies and/or if that person is a legal person (ii) any person of whom that person is a subsidiary or group company, whereby in this definition subsidiary or group company has the meaning as ascribed thereto in articles 2:24a and 2:24b of the Dutch Civil Code and the term group company includes all group companies of the person(s) referred to under (ii).
“Client’s Data” means any information, (meta) data, text, audio, video, images, content, software or other materials that is stored or hosted on, processed by or with, or generated through use of the Services or otherwise provided to Provider in connection with Client’s use of the Services under this Agreement.
“Confidential Information” means all information in any form which relates to a Party and which is disclosed or made accessible to the other Party as part of the Agreement or in relation thereto and which is identified or is clearly by its nature or meant to be confidential, information shall in any event be regarded as confidential if it is designated as such by one of the Parties.
“Effective Date” means the date on which this Agreement comes into effect by confirmation of the Order, unless otherwise specified in the Order, and/or the Agreement or by Client using any of the Services of Provider.
“End Users” means any person who ultimately uses or is intended to ultimately use the Services.
“Force Majeure” means any circumstance or cause which is not reasonably within the control of the Party claiming force majeure and which affect the performance by it under this Agreement and shall include, without limitation, (i) a situation of force majeure encountered by the Provider's suppliers and/or (sub)contractors, (ii) failure by secondary suppliers and/or contractors engaged by the Provider whether or not on the Client’s specific instructions, (iii) the defectiveness of items, hardware, software or materials provided by the Client or third parties of the Provider, (iv) governmental measures, (v) electricity failure, (vi) faults, crimes, viruses affecting the internet, computer network or telecommunication facilities (vii) war, fire, storms, floods, explosions, (viii) workload, (ix) strikes (including industrial and/or (collective) labour disputes), blockades, failures, denial of services actions, (x) general transport problems and (xi) the unavailability of one or more members of staff of Provider (xi) and/or any other act of God as, and/or, defined by any applicable law.
“Intellectual Property” means any and all intellectual property rights including but not limited to: registered and or unregistered trademarks, trade names, designs or design rights, copyrights, domain names, patents and all other industrial and intellectual property rights under any jurisdiction and know how, including but not limited to all processes, project reports, instruction and training manuals, market forecasts, marketing concepts, lists and particulars of suppliers and customers, data, software and technical, commercial and other know how or trade secrets.
“Order”. means a further agreement forming part of the Agreement identifying (i) a set of Services to be provided by Provider to Client, (ii) prices for such Services to be provided by Provider to Client and (iii) the Services Descriptions for such Services to be provided by Provider to Client.
“Service” shall have the meaning as specified in Clause 3.1 of these Terms and Conditions.
“Service Description” means Provider’s documentation in any form identifying attributes, characteristics, features, instructions, scope, restrictions and any other aspect of or for a particular Service and forms part of the Agreement.
“Tax” means a sales tax, value added tax, goods and services tax, taxes charged in relation to telecommunications services, consumption tax or withholding tax, customs duty, import or export duty, universal service fund obligations, regulatory service charges, or other tax, duty, charge or similar sum in the nature of tax levied on, collectible in relation to, or applicable to, a supply of goods, services, rights, benefits or other things in any territory (including any fine or penalty imposed in connection therewith except where such fine is solely incurred as a result of the other Party’s failure to take reasonable steps to comply with applicable laws) excluding income taxes payable on the other Party’s net income or capital gains tax payable by that other Party.
Last updated: 31-03-2018