Terms of Service.

from: CLOUDOE B.V. also trading under the names' PureCloudE 'and 'Brabant Cloud Services', hereinafter referred to as CLOUDOE, Moeskampweg 1, 5222 AW 's-Hertogenbosch,

Chamber of Commerce number 60328908.

Date: March 01, 2020

1. Offer and Agreement

1.1. These General Terms of Delivery apply to all offers and agreements where CLOUDOE offers or delivers goods and/or services of any kind to the Contractor, even if these goods or services are not (further) described in these terms and conditions. Deviation from these general Terms of Delivery is only possible if this has been explicitly agreed in writing.

1.2. All CLOUDOE offers are non-binding, even if the offer states a period of validity, unless the offer explicitly states otherwise. CLOUDOE reserves the right to make the conclusion of an agreement dependent, among other things, on the Contractor's creditworthiness. An agreement is concluded by signing by the Contractor and CLOUDOE or by CLOUDOE's written acceptance of a written order from the Contractor. Any change, addition or extension to an agreement must be agreed in writing in a legally signed document.

1.3. The applicability of any purchasing or other terms and conditions of the Contractor is expressly rejected.

1.4. If any provision of these General Terms of Delivery is null and void or annulled, the other provisions of these General Terms of Delivery will remain in full force and CLOUDOE and the Contractor will consult with the aim of agreeing on a new provision to replace the void or nullified provision, taking into account the purpose and purport of the void or nullified provision as much as possible.

1.5. CLOUDOE reserves the right to change these General Terms and Conditions of Delivery. CLOUDOE will communicate the proposed change to the Contractor at least three (3) months before the change takes effect. The amended terms apply to all CLOUDOE offers and agreements between CLOUDOE and Contractor as of the effective date of the change.

2. Reimbursement

2.1. The Contractor owes fees to CLOUDOE for the provision of Services at the rates indicated by CLOUDOE.

2.2. The fees referred to in article 2.1 are set separately for each of the Services and may include:

  • 2.2.1. A one-off fee for the provision of the Service, and, where applicable, for the necessary facilities;
  • 2.2.2.a one-off amount for moving, changing or moving the Service;
  • 2.2.3. A monthly amount and/or monthly amounts due for maintaining and making the Service available and providing one or more Services;
  • 2.2.4. costs for the connections established using the Service, including to other networks and for connections accepted at the Contractor's expense.

2.3. The monthly fee that the Contractor owes is stated in a note drawn up by CLOUDOE. The fee will be increased by the statutory taxes due and any other government levies.

2.4. CLOUDOE is entitled to increase the rates that apply to the Services annually, based on the price index of the service price index published by the Central Bureau of Statistics. The rates and their annual increase can also be adjusted by CLOUDOE in accordance with future laws and regulations.

2.5. Without prejudice to what is stated in article 2.4, CLOUDOE may increase the rates for the Service Fees. If CLOUDOE increases the rates within three months of the conclusion of the Agreement other than on the basis of the index referred to in article 2.4, the Contractor has the right to terminate the Agreement by the date on which the change takes effect.

2.6. The data registered by CLOUDOE regarding the (due) fees, administration, commissioning of the Service, connections established and deliveries of Services is decisive, unless proven otherwise.

3. Payment

3.1. The Contractor owes the fee, as stated in article 2, from the date that the Service was made available for use, or from the time that the Contractor actually uses the Service, determined per Service. If the Service is prevented from being put into service by a circumstance attributable to the Contractor, the Contractor owes the fee from the day on which the Service would have been made available for use if the circumstance attributable to the Contractor had not occurred, provided that CLOUDOE notifies the Contractor in writing within one month after the Service would have been made available for use.

3.2. CLOUDOE will charge the Contractor the fee due in article 2 by means of an invoice. The method of payment of the fee and the period within which payment must be made are stated in the relevant note and are determined per Service. If no period is stated on the invoice, a payment period of 8 days will apply. If the maximum amount set by CLOUDOE for which the Contractor can make use of Services in a certain period has been reached, CLOUDOE is authorized to send the Contractor an interim invoice even before the usual period for sending an invoice has expired, so that its payment is advanced.

3.3. Insofar as fees due over a full calendar month are due in accordance with article 2.2.3, 1/30 part of the monthly amount will be charged for each day that the Contractor uses the Services concerned.

3.4. If the Contractor has not paid the fee within the period set out in article 3.2, CLOUDOE will inform the Contractor in writing that payment has not been received and will grant the Contractor a period of 7 days within which payment must still be made. In the event that the Contractor does not make payment within these 7 days, the Contractor will be in default without further notice of default.

3.5. From the date of default, CLOUDOE may charge the Contractor an additional fee equal to the statutory interest on the amounts due and the costs that CLOUDOE incur in collecting those amounts. CLOUDOE is entitled to stop providing Services immediately in the event of default.

4. CLOUDOE's liability, indemnification

4.1. CLOUDOE accepts legal obligations to pay compensation insofar as this appears from this article 4.

4.2. Without prejudice to the provisions of article 4.3, CLOUDOE's total liability for attributable failure to comply with the agreement and due to the termination of the agreement is limited to compensation for direct damage up to a maximum of the net invoice value of the service or equipment provided that is the subject of the claim or directly related to it. If the agreement is primarily a continuing performance agreement with a term of 1 year or longer with periodically due fees, the obligation to compensate the damage will be limited to the total of the net compensation agreed for the year in which the damage occurred. Under no circumstances, however, will the total compensation for direct damage exceed €10,000 (ten thousand euro).

Direct damage only includes:

  • 4.2.1. The reasonable costs that the contractor should incur to make CLOUDOE's performance comply with the agreement. However, this damage will not be reimbursed if the Contractor has dissolved the agreement.
  • 4.2.2. Reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these terms and conditions.
  • 4.2.3. Reasonable costs incurred to prevent or limit damage, insofar as the Contractor demonstrates that these costs have led to the limitation of direct damage within the meaning of these General Terms of Delivery.

4.3. In any event, CLOUDOE's total liability for damage due to death or physical injury or material damage to property will not exceed €100,000 (one hundred thousand euro) per event, with a series of related events being considered as one event.

4.4. CLOUDOE's liability for indirect damage, including consequential damage, lost profit, lost savings, loss of money or securities, due to the use or inability by the contractor or third parties to use the service (s), equipment, software or materials and CLOUDOE's liability for other direct damage than those listed in article 4.2 (such as loss of data or files) is excluded.

4.5. Apart from the cases mentioned in 4.2 and 4.3, CLOUDOE is not liable for compensation, regardless of the basis on which an action for compensation would be based.

4.6. CLOUDOE's liability for damage suffered by the Contractor due to CLOUDOE's attributable failure to fulfill an agreement only occurs if the Contractor gives CLOUDOE immediate and proper written notice of default, Page 6 of 18 thereby setting a reasonable period of time to remedy the shortcoming and CLOUDOE continues to imputably fail to fulfil its obligations even after that period. The notice of default must contain as detailed a description as possible of the shortcoming, so that CLOUDOE is able to respond adequately.

4.7. The prerequisite for any right to compensation is always that the Contractor reports the damage in writing to CLOUDOE as soon as possible after the moment at which he discovered or could reasonably have discovered the damage, but no later than 4 weeks.

4.8. The Contractor indemnifies CLOUDOE against all third-party claims due to the use or inability to use the service (s), equipment, software or materials or due to product liability as a result of a defect in a service, product or system that was supplied by the Contractor to a third party and that also consisted of service (s), equipment, software or other materials provided by CLOUDOE, except if and insofar as the Contractor proves that the damage caused by that service (s), equipment, software or other materials and also would have occurred if the Contractor had provided the service (s), equipment, software, or other materials to those third parties without any addition, change or processing.

4.9. The exclusions and limitations of liability as set out in this article 4 are also stipulated for and for the benefit of CLOUDOE's subordinates and anyone else engaged by it for the provision of Services, as well as for and for those from whom CLOUDOE obtains delivered goods and/or parts.

5. Force majeure

5.1. Neither party is obliged to comply with any obligation if prevented from doing so as a result of force majeure. Force majeure also includes a non-attributable shortcoming on the part of CLOUDOE's suppliers. If the force majeure situation has lasted longer than 90 (ninety) days, the parties have the right to terminate the agreement by notifying the other party in writing.

5.2. If, at the time of termination of the agreement as described in 5.1, the Contractor has already received performance to execute the agreement, these performances and the related payment obligations will not be the subject of cancellation, unless CLOUDOE is in default with regard to these performances. Amounts that CLOUDOE has invoiced before termination in connection with what has already been performed or delivered in execution of the agreement remain due in full, subject to the provisions of the previous sentence and become immediately due and payable at the time of termination.

6. Software

6.1. Installing (new) software may affect the Contractor's Service Level Guarantees. To prevent such problems, the Contractor informs CLOUDOE about the installations of new software in advance. Insofar as such a report has not occurred and CLOUDOE discovers software that actually and demonstrably compromises the operation of CLOUDOE's network or services, CLOUDOE can remove the software in mutual consultation with the Contractor.

6.2. By default, web and regular applications not provided by CLOUDOE are the responsibility of the End User. If desired, CLOUDOE can take over responsibility for the (Web) applications under the condition that the supplier of the (Web) application (s) and Contractor agree to make agreements and establish procedures between the supplier of the (Web) application (s) and CLOUDOE.

7. Use of the service (s)

7.1. The technical properties of Services used to the Contractor are described in Appendix 1 to this Agreement. CLOUDOE does not guarantee that after the conclusion of the agreement, the relevant Service is immediately suitable for delivery to the Contractor.

7.2. The Contractor will make every effort to ensure that its End Users will not make improper use of the Service (s). Improper use includes in any case, but not limited to: infringing and/or making changes to the Service that could disrupt and/or interfere with the Service or other services provided by CLOUDOE.

7.3. End users may not make improper use of the Service, as referred to in article 6.1. The Contractor will ensure that its End Users comply with the relevant provision.

7.4. The Contractor will only use the Services provided to it for the purchase of the Internet, intranet, connectivity and communication solutions, where the Service may only function in accordance with the Service Description if the Peripherals mentioned therein are used.

7.5. Contractor guarantees that:

  • 7.5.1. Its Services and/or Equipment that is used are not changed in whole or in part. If changes are made to Services and/or Equipment used by the Contractor without the consent of CLOUDOE, all warranty and/or service claims will lapse altogether.
  • 7.5.2. No work is performed by, on behalf of or with the knowledge of the Contractor using Services and/or Equipment.

7.6. The Service used to the Contractor can also be used for other services for the same End Users. Upon request, the Contractor must also cooperate with allowing End Users to use other services through the same Service, if and insofar as such use is reasonably possible.

8. Decommissioning the service (s)

8.1. If, as a result of the Contractor's use of the Service (s), traffic on the fixed network of CLOUDOE's suppliers is affected, within 2 hours of CLOUDOE's prior written notice, to bring its use of the Service into line with the instructions provided by CLOUDOE in that notice. If, in the opinion of CLOUDOE, this is necessary, CLOUDOE can (temporarily) discontinue all or part of the Service immediately if necessary.

8.2. Without prejudice to the authority to suspend under the Civil Code, CLOUDOE is entitled to discontinue the Services provided to the Contractor in whole or in part and to suspend the provision of the Service if the Contractor fails to comply with essential obligations under this Agreement, including the provisions of permitted use and payment obligations, even after having been notified in writing with a period of time as set out in this Agreement or not more than 30 days. If circumstances of a very urgent nature require an immediate suspension, no prior written summons are necessary.

8.3. The authority referred to in paragraph 1 may only be used if the seriousness of the non-compliance justifies the suspension, taking into account all interests involved for both parties.

8.4. During the period of suspension, as referred to in article 6.2, the Contractor remains obliged to pay all amounts due on its part.

8.5. The suspension as referred to in paragraph 1 shall be terminated immediately from the moment the Contractor still fulfills its obligations.1

9. Duration and termination of the agreement

9.1. This Agreement takes effect on the date of signature by both parties and is entered into for an indefinite period, with a minimum period of one year, unless otherwise specified in writing.

9.2. CLOUDOE can terminate the Agreement with the Contractor in writing by and after the expiry of the minimum term, subject to a notice period of 6 calendar months. CLOUDOE will give such termination in writing and with valid arguments. The Contractor can terminate the Agreement with CLOUDOE in writing by and after the minimum period has expired, subject to a notice period of 3 calendar months.

9.3. In addition to the general law, each of the parties has the right to terminate the Agreement in whole or in part with immediate effect if:

  • 9.3.1. The other party has applied for or has been granted a suspension of payment;
  • 9.3.2. The other party has been declared bankrupt or a bankruptcy application has been filed.

9.4. In the event of premature termination by the Contractor, CLOUDOE will claim a lump sum for the remaining term of the contract. This claim consists of the monthly subscription costs of the Service provided plus the average consumption costs. Consumption costs are calculated as the average consumption over the last three months. These costs will be charged at once for the remaining term of the contract. Upon receipt of the lump sum, CLOUDOE will release the relevant service for takeover.

10. Duration and termination of use of an individual service

10.1. Unless otherwise agreed, Individual Services are used indefinitely, with a minimum period of one year, counting from the date of Provision.

10.2. Termination by the Contractor of the agreement concerning the individual Service can take place against and after the expiration of the minimum period, subject to a notice period of one month.

10.3. The agreements regarding the right to use individual Services that are in effect on the date of termination of this Agreement and whose minimum term has not expired will then terminate by operation of law, without notice being required, by the end of the minimum period. The provisions of this Agreement shall continue to govern these agreements.

10.4. The agreements regarding the right to use individual Services that are in effect on the date of termination of this Agreement and whose minimum term has expired will then terminate by operation of law without notice being required.

10.5. If the Contractor terminates the agreement with CLOUDOE with respect to a Service used to the Contractor, and the Contractor wishes to conclude an agreement with a supplier other than CLOUDOE with respect to the same Service, the Contractor will, subject to article 8.2, inform CLOUDOE about this at least two weeks before the agreement with the End User will end. 10.6. If a change as referred to in article 2.5 is of such a substantial nature that it objectively justifies termination, the Contractor is entitled to terminate the use of the Individual Service during Page 10 of 18 for a minimum period of time as referred to in article 8.1. The use of the Individual Service will then end after the minimum period has elapsed. The changed rates will then not apply to the use of this Individual Service for the minimum period. The Contractor can make use of this authority until the amended rates come into effect.

11. Authentication

11.1. In order to use the (certain) Service (s), Authentication is required. CLOUDOE provides this Authentication to the Contractor by means of an individual login name and password.

11.2. The Contractor ensures that the login name and password are managed in such a way that theft and/or abuse is prevented. Contractor must confirm receipt of a password to CLOUDOE. The Contractor will not share passwords via third parties or via insecure electronic messages.

11.3. The Contractor is responsible for the administration and management of the login name and password. If the Contractor becomes aware of an (imminent) disclosure of a password to an unauthorized acquirer, the Contractor is responsible for restoring the required level of security and any claims and/or costs that may arise from this disclosure. The Contractor will immediately notify CLOUDOE of a login name and/or password disclosure.

12. Risk and insurance

12.1. The risk of loss or damage to the equipment, software, materials, parts, documentation and other products that are the subject of the agreement passes to the Contractor when they are placed in the actual possession of the Contractor, an auxiliary person or end user used by the Contractor. From that moment on, the Contractor is responsible for damage that the equipment, software, etc. may cause to itself or third parties. After that date, CLOUDOE will replace lost or damaged software at the cost of the products including installation and delivery.

12.2. The contractor must ensure that, as from the transfer of risk as referred to in 8.1, its legal liability insurance covers the financial consequences of its liability towards third parties and CLOUDOE. The Contractor waives any right to recourse and indemnifies CLOUDOE against recourse made by its insurers against CLOUDOE.

12.3. If the Contractor has goods or rights that are owned by CLOUDOE or belong to CLOUDOE or its suppliers, the Contractor will inform CLOUDOE immediately if they have been seized or threatened. Page 11 of 18

12.4. If products are transported to CLOUDOE for maintenance or warranty service and are temporarily present at CLOUDOE for that purpose, CLOUDOE will ensure that those products are insured against loss, damage and theft for that period and during transport to and from CLOUDOE, provided that CLOUDOE carries out the transport.

13. CLOUDOE's obligations

13.1. CLOUDOE will make every effort to keep the Service (s) available outside the Maintenance Hours of its suppliers.

13.2. Due to the technical structure of the Internet, CLOUDOE cannot guarantee bandwidth between the Contractor's computer system and any other computer system that is part of the Internet. When referring to a certain bandwidth (for example 64Kb/s), it always concerns only the bandwidth of the Connection.

13.3.CLOUDOE will make every effort to secure the data that the Contractor stores on CLOUDOE's computer systems in such a way that, in addition to the Contractor, only the system administrator (s) of CLOUDOE has (have) access to that data. The contractor has the right to request copies of the data it stores on CLOUDOE's computer systems from CLOUDOE. CLOUDOE is entitled to charge the Contractor for the administrative costs incurred for this service. CLOUDOE will only store the data on its computer systems for a limited period of time. CLOUDOE will comply with applicable laws regarding the protection of personal data and privacy.

13.4.CLOUDOE takes appropriate technical and organizational measures for the safety and security of the Service (s) in order to achieve an appropriate level of security. The Contractor is aware that CLOUDOE cannot reasonably provide complete protection against the security risks associated with a connection to the Internet and that these risks are higher in the event of a permanent connection to the Internet. If the Contractor wishes to reduce or exclude these risks, the Contractor must, unless otherwise agreed, set up a firewall at its own expense.

13.5.CLOUDOE reserves the right to make changes to (access to) the Services, such as Host Name and/or Access Codes and Passwords, if this is desirable for the Service to function properly. If such changes directly affect how the Contractor obtains access to the Service (s), CLOUDOE will inform the Contractor about the changes in a timely manner.

14. Contractor's obligations

14.1. The Contractor undertakes to execute and comply with the Agreement in accordance with the interests of CLOUDOE. The Contractor will not interfere with and/or delay the delivery of Services in any way.

14.2. At the request of CLOUDOE, the Contractor is obliged to provide CLOUDOE with information that CLOUDOE needs to maintain the proper functioning of the Services.

14.3. Unless otherwise specified in the agreement, the Contractor must provide the other third-party equipment, software and services that are necessary to access the Service, such as a router, TCP/IP software and peripherals. All equipment used must meet the requirements set by the Telecom Operator and/or CLOUDOE. At the request of the Contractor, CLOUDOE will provide information about those requirements to the Contractor.

14.4. The Contractor will make every effort to ensure that its End Users will not make improper use of the Service (s). Improper use includes in any case, but not limited to: infringing and/or making changes to the Service that could disrupt and/or interfere with the Service or other services provided by CLOUDOE.

14.5. Contractor ensures that its End Users only use the Service (s) in accordance with Acceptable Use Policies. By using the Service (s), the Contractor will not infringe the rights of third parties, act unkindly or contrary to good morals or public order, and will not cause damage to third parties. In particular, End User will:

  • 14.5.1. Respect the intellectual property rights of third parties;
  • 14.5.2. Do not distribute data in violation of legal provisions;
  • 14.5.3. Does not access computer systems for which he is not authorized;
  • 14.5.4. Do not change, delete, disable or add data to third party data without the consent of the third party concerned;
  • 14.5.5. Do not spread computer viruses, nor distribute other computer programs or data with the aim of causing damage to third party computer programs or data;
  • 14.5.6. Do not make use of the Service in such a way that telecommunication traffic is hindered.

14.6. Without prejudice to its other rights, CLOUDOE reserves the right to suspend its obligations towards the Contractor, including by being able to deny End User access to the Service (s) with immediate effect, if the Contractor acts contrary to the provisions of article 11.2 and if CLOUDOE's actions justify this. CLOUDOE will never be obliged to pay any compensation due to such suspension. The Contractor indemnifies CLOUDOE against third-party claims related to actions by the End User in violation of the provisions of article 11.2.

14.7. If a publication made public by End User through the Service is clearly unlawful and becomes aware of this, CLOUDOE may order the Contractor to remove the relevant publication within the shortest possible time, but in any case within twenty-four (24) hours. If the Contractor does not comply with this summation, CLOUDOE will remove the publication from its systems itself. CLOUDOE will never be obliged to pay any compensation due to such removal.

14.8. If the Contractor intends to move, he will inform CLOUDOE as soon as possible of the new address to which the Service will have to be converted. CLOUDOE will make every effort to have the Service converted to the (new) address provided by the Contractor in a timely manner. Any costs resulting from the conversion of the Service will be borne by the Contractor. If the Service is not available at the Contractor's new address, it will continue to owe the fees payable under the agreement until the Agreement has ended in accordance with article 8. Upon request, the Contractor will provide CLOUDOE and/or the Telecom Operator with all the cooperation necessary to provide the Service to the next occupant at the Contractor's old address.

14.9. The Contractor is not allowed to make the Service available to third parties outside the organization, unless the relevant computer systems of those third parties are physically located at the Contractor's business location. This prohibition does not affect the possibility that the Contractor provides services to third parties that also include making data or disk space available to third parties on Contractor computers that use the Service, for example in the context of providing web hosting services.

15. Domain Names and IP Addresses

15.1. If it has been agreed that CLOUDOE will mediate for the Contractor in obtaining a domain name and/or IP addresses, the provisions of this article 12 apply.

15.2. The request and use of a domain name and/or IP addresses is subject to the then applicable rules and procedures of the relevant authorities, including, but not limited to, the Internet Domain Registration Netherlands Foundation, Network Solutions, Inc. (InterNic), CORE, and RIPE. The relevant authority decides whether to grant a domain name and/or IP addresses. CLOUDOE only plays a mediating role with regard to the request and cannot guarantee that a requested domain name or (a) certain (class of) requested IP addresses will also (be) provided.

15.3. Domain names are registered in the name of (the company of) Contractor. Under certain circumstances, (an employee of) CLOUDOE may be registered as a technical contact person for the domain. However, CLOUDOE has no involvement in the use of the domain. The contractor indemnifies CLOUDOE against any third-party claims related to the use of the domain name. This indemnification also applies if the domain name was obtained without the mediation of CLOUDOE.

16. Warranty

16.1. The warranty period commences on the day of delivery of new equipment or, if delivery is delayed as a result of an act or omission on the part of the Contractor, on the day on which delivery would otherwise have taken place. The warranty service is free of charge, unless otherwise stated in the agreement.

16.2. If the Contractor has not concluded a maintenance agreement with CLOUDOE, the following warranty applies during the period specified in the agreement, but at least for a period of three (3) months:

  • 16.2.1. CLOUDOE guarantees that equipment supplied from the factory is free from manufacturing and material defects. CLOUDOE expressly does not guarantee that the equipment will function without defects or interruption or completely error-free, or that it is suitable for a particular intended use.

16.3. The warranty work is carried out at CLOUDOE's location, unless the agreement states that work will be carried out at the Contractor's location where the equipment is located. In the first case, the equipment - or if possible the relevant defective parts - must be shipped by and at the Contractor's expense.

16.4. Wages and travel costs are borne by the Contractor at the applicable rates, unless the parties have expressly agreed otherwise in writing.

16.5. Warranty work is performed during the “Principal Period of Maintenance” (PPM), there is no fixed “Call Back Time” or “On-Site Response Time” unless the parties have expressly agreed otherwise in writing.

16.6. The warranty is limited to the replacement or repair of parts, at CLOUDOE's option, that are deemed to be defective by CLOUDOE.

16.7.CLOUDOE reserves the right to make “Engineering Changes” during the warranty period.

16.8. The parts shall be replaced, if necessary, by new parts or parts that are equivalent to new ones. The old parts become the property of CLOUDOE upon disinstallation. The Contractor will cooperate, as far as necessary, at CLOUDOE's first request in effecting this transfer of ownership and will undertake the transfer of ownership. The replacement parts become the property of the Contractor if and after the Contractor has paid all the amounts due in respect of the equipment.

16.9. The guarantee described in 16.2 cannot be invoked:

  • 16.9.1. If the Contractor does not use the equipment for its intended purpose
  • 16.9.2. If the Contractor moves, replaces or repairs the equipment or any part thereof or has it moved, replaced or repaired by third parties, without having obtained written permission from CLOUDOE, or if the equipment is located outside the Netherlands.
  • 16.9.3. If the equipment is improperly installed by the Contractor or third parties hired by the Contractor.
  • 16.9.4. If the Contractor fails to take the necessary damage mitigation measures immediately after the moment at which he discovered, or could reasonably have discovered, the damage.
  • 16.9.5. If the Contractor uses auxiliary supplies that have not been supplied or approved by CLOUDOE.
  • 16.9.6. If the Contractor sells the equipment within the warranty period.
  • 16.9.7. If the room (s) where the equipment has been set up or the supplied electrical energy does not, or no longer, meet CLOUDOE's specifications.
  • 16.9.8. With regard to parts that wear out during normal use within the warranty period.
  • 16.9.9. With regard to machines or parts that are so damaged as a result of external causes that repair is no longer possible.
  • 16.9.10.If the failure is caused by a product not supplied by CLOUDOE or maintained by CLOUDOE or covered by CLOUDOE's warranty.
  • 16.9.11. If the failure is caused by component theft, dislocation, excessive heating, fire damage, smoke damage, excessive dust formation, major electrical voltage fluctuations, overall power failure, excessive humidity and water damage, lightning, molestation and vandalism or other external causes.

17. Buyback and return

17.1. The Contractor will sell all Cloudoe equipment it offers for sale to CLOUDOE, if CLOUDOE agrees to pay the highest price that the Contractor could receive for third-party equipment. CLOUDOE may obtain information about this from any third party.

17.2.CLOUDOE is not obliged to accept returns if it has not given prior written consent. Receiving returns does not under any circumstances imply acknowledgment by CLOUDOE of the reason for return specified by the Contractor. The risk of returned goods remains with the Contractor until they are credited by CLOUDOE.

18. Final provision

18.1. These General Terms of Delivery, as well as the agreements based thereon, are governed by Dutch law. The parties will submit all disputes that may unexpectedly arise with regard to any agreement based on these General Terms and Conditions of Delivery to the ruling of the competent courts in Rotterdam, unless the parties have agreed to arbitration or binding advice.

18.2 The parties will try to settle a dispute amicably as much as possible.

18.3.CLOUDOE may transfer an agreement in whole or in part to another company without the prior written consent of the Contractor. CLOUDOE is also entitled to outsource all or part of the execution of the Service (s) to third parties.

18.4. The failure by CLOUDOE to exercise any right or to exercise any remedy does not waive that right or process that remedy. Any claim of the parties against each other regarding (the execution) of an agreement expires if it is not brought in court within two years of reasonably becoming aware of the cause.

18.5. Electronic communication between parties is equated to written communication, to the extent permitted and possible by law and provided that an electronic document contains a personal identification (code) of the sender.

19. Definitions

Call Back Time

“Call Back Time” means the time between reporting the failure and CLOUDOE's first response

On site response Time

“On-site Response Time” means the time between the notification of the failure and the presence of a CLOUDOE employee at the Contractor.

Fixed Repair Time

“Fixed Repair Time” means the time between reporting the fault and making the relevant hardware component functionally available. CLOUDOE does not guarantee that the system in question will be available again within the agreed period.

Making Functionally Available

“Functionally Available” means that the relevant component functions again in accordance with the product specifications, as they are made available to the Contractor from time to time and/or upon request.

Blocking Issues

“Blocking Problems” means a failure that completely shuts down the Contractor's system.

Principal Maintenance Period

Monday to Friday from 9 a.m. to 5 p.m., excluding holidays.

Authentication

Part of a security architecture. This means; the ability to distinguish the Contractor with the help of keys or passwords;

Provision

The moment that CLOUDOE has activated a Service and the Contractor has received a notification.

End user The person who uses CLOUDOE's internet, intranet, connectivity and communication solutions with/on behalf of the Contractor.

IP-VPN

Virtual Private Network based on the IP Protocol. It is a network intended for data communication services.

Service (s)

The telecommunications connection between the Network Connection Point and the IP-VPN network that is used by CLOUDOE to the Contractor under this Agreement, as well as all internet, intranet, connectivity and communication solutions offered by CLOUDOE to the Contractor

Network connection point (also IS/RA))

An end point of the fixed Telecommunications Network that is used to connect Peripherals. Agreement The agreement for the CLOUDOE Service Package. Peripherals (including Customer Premises Equipment or CPE) The equipment authorized by CLOUDOE, including modems, routers and/or splitter, that must be connected to a Network Connection Point to enable the Contractor to access the intranet/internet.

Telecommunications network

The set of connections, with their technical access specifications, that make transfers possible, where applicable, routing.