Home » terms-and-conditions

General terms and conditions

“The company Serverius works without personal opinion, we have no political and/or religious preference and we work according to the Dutch law system in which freedom + human values are used. This forms the base of all Serverius services and technology environments, offers and communication in any way where people can freely use the power of the internet.“

For Your Information: Any Service Agreement term(s) or  Service Level Agreement (SLA) is not part of these terms and conditions. Any Service SLA is part of customized service agreements and are therefore not write here.

  1. Scope
    • These terms are applicable to all offers, agreements, and obligations arising in respect of service delivery, user rights, and/or products by Serverius (Holding) B.V., hereinafter Serverius, to or for the benefit of Client.
    • In case of specific provisions in the Agreement are inconsistent with these Terms and Conditions the provisions of the Agreement will prevail.
    • Deviations from these General Terms and Conditions are only valid if and insofar as expressly agreed in writing. Deviations only apply to the convention that is made.
    • General purchase or other terms and conditions of the Client do not apply to the legal relationship between Client and Serverius and are hereby expressly rejected.
  2. Definitions
    Under the following specified terms with an initial capital, it will be defined as follows:

    • Agreement: a service agreement with annexes that will be concluded between Serverius and Client.
    • Service: Serverius Service(s) which Client is using which are described in his Agreement or Service terms.
    • Annexes: the annexes to the Agreement form an integral part of the Agreement.
    • Client: The contracting party (or who has authorization to) that uses Serverius Service(s).
    • Connection: The network connection Service that Client is using.
    • Documentation: technical and functional descriptions, user manuals in any form whatsoever.
    • Equipment: The equipment/hardware for Client and/or Serverius, including the system software.
    • Failures: the failure of the Service in order to the specification or Service Level Agreement as set out in the Agreement.
    • Flexible Electricity Price: is a variable rate of electricity in kWh which is not pre-purchased as Fixed Electricity Pricing.
    • Intellectual Property: patent, copyright, trademark, drawing and design rights and/or other (intellectual property) rights including sui genesis rights to databases and topographies of semiconductor products or other productions as well – whether or not patentable – technical and/or commercial know-how, methods and concepts.
    • SLA: the Service Level Agreement which may be added to a Service Agreement where generally all Service terms and guarantees are described.
    • Software: computer programs also including system software, Serverius cloud applications, application software and user interfaces with associated documentation and materials.
    • Staff: by Serverius enabled servants and/or assistants who will work under the responsibility of Serverius during the execution of an Agreement.
    • Supplier: the third party engaged by Serverius in the execution of the Agreement.
    • Confidential Information: oral or written information provided by a party of which it is absolutely clear that it is confidential information, as well as information from the other party when it is indicated that it should be treated as confidential; confidential information will at least be understood; without this list being considered complete:
    • The identity of the Client and/or other business partners or potential clients and business associates.
    • Names, addresses, and telephone numbers of individual contacts.
    • Substantive information, whether or not detailed services, ongoing contracts, and submitted tenders.
    • Messaging traffic and computer data.
    • Personal data.
    • Pricing, marketing strategies, product strategies, and internal and external procedures.
    • Technical and commercial know-how.
    • Budgets, estimates made, and other non-public financial information, government policies, and other business strategies.
    • Business: the by or on behalf of Serverius (to be) delivered business to Client pursuant to the agreement.
  3. Offers and the development of Agreements
    • All offers made by Serverius are valid for 15 days or as otherwise specified in the offer and are not binding. Serverius reserves the right to withdraw its offer made within seven (7) days after its acceptance.
    • If the acceptance deviates from the offer of Serverius, this acceptance by Serverius is considered an invitation to make a new offer.
    • Unless Serverius withdraws its offer, an agreement is established by written acceptance by Client of Serverius’s offer. The Agreement may also be concluded electronically. The agreement which is electronically entered is only established after Serverius has expressly confirmed Client about the commission by email.
    • Client is legally bound after he has commissioned Serverius or accepted a Serverius Agreement or explicit online agreement.
    • Serverius is not bound by the content of the website(s), flyers, printing, or any other form of expression unless a reference is expressly made to in the Agreement concluded between the parties.
    • Client must inform Serverius of any change in the data with which he has entered into the Agreement.
  4. Obligations of Serverius
    • Unless explicitly stated otherwise in or under the Agreement, Serverius will do its utmost to remedy a problem as soon as possible.
    • Serverius will endeavor to ensure that the Services (continue to) meet the requirements as agreed upon.
    • Serverius strives for optimal availability of Services. However, Serverius is explicitly not responsible for the (undisturbed) performance of network connections, unhindered access to and uninterrupted use of the Services, correct and undamaged data transfer, and the total reliability of services.
    • Serverius is never required to restore lost data or to compensate for damage caused by the loss of data.
    • Serverius will refrain from processing and viewing data traffic or files of the Client that are not intended for Serverius, and will not make them available to third parties unless Serverius is obliged to do so by law or court order, or if Client acts or suspects to act in violation of these Terms and Conditions or the law, or if Serverius deems this necessary for its own security of the equipment, software and/or the Services.
    • If and insofar Serverius pursuant to statutory provisions or under the Agreement proceeds to store (traffic) – data relating to the Services during the period, Serverius is entitled to charge Client for those additional charges.
  5. Services Changes
    • Client shall at all times be entitled to request in writing to Serverius to extend or change the Service(s) rendered under the Agreement. Such a change will only apply if an agreement has been reached on this.
    • Serverius will within a reasonable time after such modification instruction specify in writing what consequences the change has related to the Service and eventual any service levels as also the costs of the work.
    • Serverius is entitled to reasonably change the Services to its own opinion. Serverius is not liable for any consequential damage from it. All adjustments with financial or service consequences for Client must be communicated by Serverius at least 1 month in advance before the Service change is into operation. If Client does not agree to the Service change, Client has the right to terminate his Agreement within 60 days of the Service change notification, starting from the date when the change was communicated by Serverius to Client.
    • Client understands that the offered Services in this agreement strongly rely on externally purchased services such as electricity, network, external maintenance, and its staff members, laws and regulations, etc. In case of significant changes of these services between Serverius and its supplier(s) or its related personnel, or changing (tax) laws, or if a supplier applies services price increase, Serverius has the duty to find an equivalent alternative to continue the Service to Client. If an equivalent service alternative for the same pricing is not possible, Serverius has the right to charge the price increase or cancel the Services to which it applies. In case Serverius want to raise the pricing of Services, Serverius shall notify Client in advance about the price change and the reason for changing the price. If Client finds the new/higher cost of services unacceptable, he will have the right to terminate the increased Service item of the Agreement within 15 days after the price increase has been invoiced to Client. Any (possible) damage by a cancellation like this – in any way – to Client will never be blamed to, and/or covered by Serverius.
    • When Client is using Flexible Electricity Pricing (like is mentioned in his service agreement) or he is charged by another flexible electricity tariff, Client is aware of continuously changing electricity tariff is subject to continuous daily fluctuations and periodic price calculations. Client will not be notified (periodically) by Serverius about any price fluctuation changes, nor the price calculation method of it, and will waive Serverius – in any way- from its obligation to inform Client periodically about price fluctuations.
    • Client agrees that in case the European Union and/or Dutch tax rates could change during this agreement and could affect Service items pricing of Agreement(s). If this happens, additional costs can be passed on to Client
    • Serverius has the right to freeze, terminate or limit the use of the system and/or services (temporarily) without prior notice to the extent necessary for the reasonably required (urgent) service to provide the system and/or services. improve and/or limit (later) damage for Client. Client has no right to compensation. Serverius will inform Client and/or user about this afterward.
  6. Service Maintenance
    In order to maintain, expand or improve services, it may be necessary for Serverius to carry out maintenance work. Serverius differentiates between various types of maintenance: Maintenance conducted during a maintenance window without Service interruption, Maintenance conducted during a maintenance window with Service interruption, Maintenance conducted in consultation with the consent of Client, and Emergency maintenanceThe default maintenance window that Serverius employs is daily between midnight and 7:00 AM CE(S)T. During these maintenance windows, Serverius can carry out maintenance work without Client’s consent. If a Service interruption is expected, Serverius will announce this minimally 7 days before the maintenance work commences. This will take place by means of an email sent to the specially created mailing list on the NOC website, to which clients can subscribe free of charge, as well as by means of an announcement on our website https://noc.serverius.net In consultation with Client, maintenance can be performed at any desired time, for example, in order to implement a change at the request of Client. In exceptional cases Serverius can carry out emergency maintenance. Maintenance will only be considered emergency maintenance if unforeseen circumstances arise that threaten the continuity and/or security of the Service or of other Serverius services. If the situation allows, emergency maintenance will be carried out during a maintenance window. If a Service interruption is expected, the maintenance work will be announced as quickly as possible in the above-mentioned manner. Any downtime by maintenance will be out of the scope of any Service SLA.
  7. Service Communication
    Serverius will communicate by the following, or otherwise defined in a tailormade Service Agreement SLA:

    • The primary way of communication with Serverius and its staff and engineers will be by the Serverius client panel (https://my.serverius.net). A personal company email address of Client can be used to send emails, to any Serverius department which will automatically be archived into the Serverius ticket system. Client can be notified through email of a response to its ticket and an up-to-date ticket overview is available through the Client panel. When communication is performed between the support, NOC, finance, or the sales department, a ticket with a unique number will be created. If Client is using email to reply, the Serverius [Ticket ID:] ticket number is required in the subject header.
    • Communication between Client and Serverius will be in the English language.
    • In case of a Service Agreement SLA, the Service Agreement SLA will prevail.
    • Normal communication like tickets and/or e-mails are processed during office hours, which are from Monday to Friday from 09:00-17:00 (GMT + 1),
    • In case of an emergency, Client can create a NOC request through the Client panel. Call the on-call engineer to raise its priority status. Calling with a blank caller ID or without a valid Ticket number can not be processed by Serverius.
    • The primary communication channel during unexpected issues is the NOC website (https://noc.serverius.net). The website is hosted outside the Serverius network and therefore should be available during most data center or network outages. If Client would like to get email notifications, he can register on this website for the mailing list.
    • Serverius staff can communicate through all kinds of personal contact methods like human contact, telephone, chat, email, etc., and using numerous of languages other than English. All of these are not official communication methods and therefore not part of any SLA or any other agreement. Client cannot derive any rights to it, even if Serverius initiated this way of communication.
    • In exceptional cases or circumstances, Client has the right to escalate an existing ticket to the Serverius CEO: Gijs van Gemert, gijs@serverius.net, +31(0)657887267. It is only allowed to escalate existing Tickets, which the Serverius staff tried to solve through normal Service communication methods.
    • All finance and Agreement related communication of all Services will be supported by the Serverius (general) finance department which can be contacted through the Client panel or: finance@serverius.net.
    • Default Service support escalation will be performed by telephone. The telephone numbers are communicated by the Serverius public website.
    • All Client cases will be documented in the Client-panel ticketing system where each case will have its unique ticket number. Different cases need to be divided into different cases/tickets. Serverius will do everything which can reasonably be expected to process all cases. Client will provide reasonable cooperation during these activities.
  8. Client requirements
    • Client is obliged to provide all reasonable cooperation necessary for the provision of the Services and related management tasks, such as making all areas accessible at all times for Serverius and/or Subcontractor in which technical facilities for the provided services are located. Access to these areas is always accompanied by a representative unless the Client writes Serverius and/or relieves the supplier from that duty. Serverius and/or supplier will promptly notify the time and the person who will carry out the activities for Client.
    • Connection relocation will serve as additional work which should be timely given a separate order for that purpose by the Client.
    • The Services and use that are provided and delivered under the Agreement by Serverius may only be used for legal and legitimate purposes. Moreover, these may only be used in such a way that does not infringe the rights of third parties, including but not limited to intellectual property rights.
    • Client guarantees that the user will always comply strictly and faithfully with the obligations arising from the Agreement and these Terms and Conditions. Insofar as obligations of User are so many obligations of the Client. The client is always responsible for any use – including unauthorized use – which will be made of the Service(s).
    • In case Client offers its products and/or services to European (business and private) clients and processes the personal data of its clients, it is the full responsibility of Client to be aware of and to comply with applicable European laws and regulations, such as GDPR (in Dutch: AVG).
    • Client will, at Serverius’s first request, close IP-addresses or, at the Client’s choice, close the services provided using those IP-addresses, which are used on a commercial scale for (facilitating) providing evidently illegal content, as soon as possible but in any case within 24 hours after Serverius plausibly demonstrates such use, both for internet users and for other users (for instance via the Client’s customer portal or control panel).
    • Client will, at Serverius’s first request, provide Serverius with the verified name, address, and email address of Client’s customers that will procure services from Client on a commercial scale, as soon as possible but in any case within 48 hours after Serverius plausibly demonstrates that by such Client’s customer, or by use of such Client’s customer’s services, evidently illegal material is being provided. Verified in the context of a business entity means that Client must verify the name and address by means of a Chamber of Commerce extract, or equivalent document. If such documentation does not show the ultimate beneficial owner (“UBO”) of that customer, Client will ask the customer for a copy of the passport of the UBO. Verified in the context of a natural person means that Client must verify the name and address by means of a one-time bank transfer or payment by a bona fide payment service provider that possesses information verified by a bank, or if that is not possible by means of an excerpt of the population register or a copy of a passport.
    • Client will ensure that their customers must comply with the obligations listed in the two preceding paragraphs and this paragraph.
    • In case of any form of convincible abuse, illegal and/or infringing content or activities, in violation of applicable Dutch law, which is related to or found on the URL-/IP-address(es) of Client its Service (including Client’s users and customers) and is found and/or needs to be investigated by Dutch entities (such as government agencies, law enforcement, justice or any other investigation and enforcement organizations), Serverius is entitled to communicate Client its information to this kind of external parties. In addition, Serverius preserves the right to close, without prior notice, the designated URL-/IP-address(es) or Service(s) of Serverius to the URL-/IP-address(es) of Client, when any form of convincible abuse, illegal and/or infringing content or activities is found by external parties. Serverius will make an effort to inform the Client after closing the designated URL-/IP-address(es).
    • Client is not permitted to use Service(s) to make terrorist content (online) available. Serverius can be instructed by (European) legal authorities or institutes to take action or measurements in case terrorist (online) content is found on the Service(s) of Client. At all times Serverius is entitled to delete terrorist (online) content or make such content inaccessible. Client will refrain from hindering Serverius in this process and is obligated to follow the instructions of Serverius. Client is responsible and will, at Serverius’s first request, long time archive and preserve the inaccessibly made terrorist (online) content. Furthermore, Client is not allowed to make the deleted or inaccessible terrorist (online) content available again and is committed to prevent recurrence to the best of his abilities on any of the Service(s) of Client. This provision is also applicable to users of Client.
    • Client will inform Serverius in writing as soon as possible regarding any changes in relevant data concerning the Client.
    • Client must comply with the (technical) regulations, conditions, house rules, and procedures, that are provided by or on behalf of Serverius, in accordance with the definitions in the Agreement or their General Terms and Conditions.
    • Client will refrain from hindering Serverius and other users of the services of Serverius and will refrain from damaging the property of Serverius and other users. It is prohibited to use processes or programs which the principal knows or can reasonably expect that may hinder Serverius or users of the services of Serverius or can cause damage.
    • It is prohibited for Client and/or its user to allow or transfer rights to third parties to use the manual or other outwear of the Agreement rights unless Serverius gives express written permission.
    • During this Agreement, including and up to 2 years after the end of the Agreement, Client and its affiliated entities will not, directly or indirectly, without the written consent of Serverius, in any form whatsoever, establish, offer, facilitate, co-facilitate, or operate any business in the area of Serverius its data center Service(s).
    • In case Client is using Fixed Electricity Pricing, the agreed electricity commitment is bound to only this Agreement. Therefore, the agreed electricity commit is never transferable to, nor shared with other Agreements or entities.
    • Client is obliged to follow reasonable instructions of Serverius concerning the use of the services. It is expressly not permitted for the Client without Serverius’s prior written consent, to make the services and software published by Serverius available to a third-party. Client is liable for any (un) authorized use of the Services, including, in particular, the login details, by third parties.
    • Client is fully responsible for all Serverius services. Any repair of the fault (s) caused by Client will be reimbursed by Client to Serverius. This includes, for example, repairing electrical faults in the Client rack(s), preventing DDoS from attacking the Client its IP subnet, and repairing damage caused by the Client in the server room.
    • Client will ensure his own hardware and software and related personal services and/or products. This includes possible loss of income and damage to third parties and consequential damage.
    • Client itself will take care of backing up their data and systems.
  9. Data retention and deletion
    By offering services to Client, all kinds of data are stored in the different software systems of Serverius. Serverius its policy is not to store personal data any longer than needed to provide the Service. In such cases, data will be deleted permanently. This corresponds (partly) with GDPR, where in most cases, no data or communication is stored longer than it’s absolutely needed to offer the Service(s) to Client. Because of this, Client is aware that personal, Service, or company-related data and information can not be requested when it is not available anymore in their client panel, Service systems, email, logs, etc. Therefore, the customer will always take care of making his own copies of Serverius services and communication data to which he has access at Serverius. It is impossible to name all types and forms of data separately. Simply because it’s too much, and also because they could be subject to continuous changes. But to give an idea of what data is involved, here are a few examples of data that could be deleted:

    • Service invoices and related payment logging older than 7 years.
    • Ticket communication older than 3 years.
    • Expired quotes (most cases older than 30 days).
    • Client panel usage logging older than 3 days.
    • Email communication older than 45 days.
    • Chat communication older than 1 week.

    When every Serverius Service(s) is terminated, and this is confirmed by Serverius, Serverius will permanently delete as much customer data as possible after 45 days. The longer legal retention period of financial data will be taken into account. If desired, Client can ask to deviate from the 45 days, with Serverius having the right to grant the request or not.

  10. Deadlines
    • Agreed deadlines for the provision of the services by Serverius will only apply provided that the Client has given Serverius all the required information needed for the execution of the Agreement.
    • Unless expressly agreed otherwise, agreed dates only target dates.
    • Serverius is never in default by the mere lapse of agreed terms. For a written notice a reasonable period is awarded after yet to come, which will amount to at least 14 days.
    • If Serverius has an obligation under the Agreement that it cannot comply with within the prescribed period, he will immediately inform the Client in writing of such delay in the execution of the Agreement and will indicate the cause of the delay as well as the measures proposed by Serverius to prevent or undo the (imminent) delay.
  11. Prices
    • The offered and/or agreed prices between the parties are exclusive of VAT.
    • Client pays Serverius a fee for services, calculated based on the rates of Serverius.
    • If activities are carried out by Serverius which are not described in Client its Agreement, it is additional work. Additional work is done on a time basis and will be invoiced afterward.
    • Serverius is entitled to charge the actual costs of the transaction fee(s) of any payment method and/or payment provider to Client.
  12. Payment
    • Agreed periodic payments per month have to be paid in advance by the Client.
    • Payment must be made without any discount or set off, within fourteen (14) days after the invoice creation date.
    • Serverius will send invoices in the singular to the Client by e-mail and/or available within the client panel set, indicating the posts to which the invoice relates and the period in which the Service(s) and/or additional work were granted.
    • Client agrees to electronic invoicing. Invoices will be available by the Client-panel and could also be sent by e-mail with a digital PDF file attached. Without e-mail notification, Client will also keep an eye on the outstanding invoices within the Client panel. All amounts are prepaid by Client to Serverius. Payment of the amounts due will be paid e.g. wire transfer, Paypal, iDeal, or other valid digital payment methods. Cash payments are not allowed and will not be accepted. If Client has expired outstanding invoices and does not pay the outstanding invoices directly after notification from Serverius, Client shall without notice be in default.
    • When Client performs a payment, he acknowledges the correctness of the invoice, and therefore he will never dispute any paid invoices. Client agrees to the Serverius refund policy which can be found at https://serverius.net/refund-policy/ Client solemnly swears to apply to this refund policy, and he will never – under any circumstances – refund any of his past payments.
    • Client will pay a deposit of 1 (one) times the regular monthly costs/rates in case of a data center colocation Service contract, where Client is a company with a registered office outside the Netherlands. At the termination of the Service, this deposit will be refunded.
    • Serverius is entitled to retroactively invoice the Client for Services included in and used according to the Agreement, for which an invoice was or was not made at the time, up to a period of five years back.
    • If Serverius cannot provide services in accordance with the Agreement due to circumstances that are not attributable to Serverius (including the circumstances mentioned before in these terms), the payment obligations of the Client will remain in place.
    • If the Client has not paid the bill after the expiration of the deadline referred to in this article, the Client shall automatically be charged for interest payment, calculated on an annual basis, equal to the composite statutory interest, and will also owe extrajudicial costs which are set at 15% of the unpaid amount with a minimum of € 250, – excluding information and registration.
    • In case of Client, regardless of the reason, is in default and fails or refuses to (timely) pay, or he pays under protest the invoices and other payment obligations under this Agreement, Serverius has the right to (temporarily) make all Services inaccessible to Client.
    • By default, Serverius does not refund any amount in any way or situation in accordance with the Serverius Refund Policy (found at: https://serverius.net/refund-policy/).
    • Client promises that payments made by him/her in the past by credit card, PayPal, or other online payment services will never be denied, refunded, canceled, or made undone in any other way.
    • Client should always check payments for accuracy and any errors and report any inaccuracy within 15 days of the invoice to Serverius. Any (periodic) payments that are overpaid by Client (any difference) will be refunded/credited to the Client, up to a period of 3 months. If the client submits his request for credit to invoices later than 15 days to Serverius, then Serverius will not make up a credit invoice for the Client and/or perform a refund.
    • Serverius is entitled to annually review/increase the monthly Service fee in accordance with the Dutch Consumer Price Index for all Households issued by the Central Desk of Statistics. https://www.cbs.nl This is inflation correction, which will usually be applied at the beginning of the year, but in some cases also can be applied per month. The inflation correction can be charged by a separate invoice afterward (retrospective) or by an adjustment of the (upcoming) periodic service rate.
    • Client understands that from the beginning till the end of this agreement, Serverius will have extra external costs for providing the Service(s) to Client. Therefore the purchased Service(s) will always be invoiced to the Client from the start date of the agreement no matter if the Service is (fully) used by Client or not. This will prevent future discussions between Serverius and Client and makes clear that, if the Service is not used by Client he still has to pay for it.
  13. Retention of title
    • All delivered materials and services remain the property of Serverius until the amount due under the Agreement has been fully paid, including any interest and (extrajudicial) costs.
    • If the delivery (also) involves a license to Intellectual Property Rights, as in the case of software, the client becomes the owner of the physical medium (disc, CD-ROM, electricity) after payment and the Client gets a contracting authority license for the duration of the Agreement and subject to the conditions contained in the Agreement.
  14. Security
    • Serverius endeavors to achieve adequate protection of the Services within the domain of Serverius. Otherwise, Client shall bear the responsibility and risk for adequate security of its own systems, and other data – whether or not sensitive -information.
    • Serverius guarantees that personnel engaged by or on behalf of Serverius in the implementation of the agreement are held with the principal security- taking under procedures which are communicated to Serverius.
    • Serverius guarantees that personnel engaged by or on behalf of Serverius will take the implementation of the Agreement, all public law, including as set out in the Data Protection Act or the Data Protection Act into account.
  15. Intellectual Property
    • Unless otherwise agreed in writing, the intellectual property of any software, documentation and/or materials made available by Serverius will remain with Serverius and/or her respective supplier.
    • When applicable, Client obtains only a non-exclusive and non-transferable license to use software, documentation and / or materials. The license may only be used in connection with the use of the Service(s).
    • The license is given for the duration of the Agreement (including any extension thereof). The fee for the right to use the software, documentation and / or materials shall be deemed to be included in the price payable by the Client to Serverius under the Agreement.
    • Serverius will indemnify the Client against claims of third parties arising from infringement by third parties’ alleged intellectual property rights relating to the software, documentation and/or materials made available by Serverius unless the infringement is caused by an alteration or addition or used by any other improper and/or violation of provisions of the Agreement and/or these Terms and Conditions. Client shall immediately inform Serverius when third-party claims are arising from intellectual property rights. As far as this lies within its power, Serverius requires itself to, at its own expense, take all reasonable measures which may help to prevent stagnation of the Service(s) and to limit the additional costs and / or suffer damage to Client .
    • Once the agreement is (prematurely) ending, the Client will upon the first request by Serverius return (carriers) the software, documentation and/or materials on which the intellectual property or proprietary rights in Serverius or its suppliers, to Serverius.
  16. Confidentiality
    • Without prejudice to the powers granted to the Client in the Agreement and General Terms & Conditions, both parties will keep any confidential information confidential, whether in writing or orally communicated.
    • Except for prior written consent of the other party, both parties will not make the information and data carriers outside the framework of the Agreement and/or Terms insofar as this is permitted and required to perform the agreed services.
    • The parties will guarantee that their staff and any third parties will commit in writing to comply with these confidentiality provisions.
    • Client will not make public and/or hand over communication with Serverius to third parties and/or allow them to view these. This will include made calls, e-mail exchanges, support/sales/administration tickets, quotations, (IM) conversations with similar articles.
    • None of both parties will report details of the Agreement and/or Terms & Conditions party in publications or commercial expressions without written permission of the other party.
  17. Transfer of rights and obligations; subcontracting
    • The parties are not entitled to transfer the rights and obligations under the Agreement and/or Terms and Conditions to a third party without the prior written consent of the other party. Client is not entitled to provide the Services to third parties.
    • Serverius is entitled to transfer its rights and obligations of the Agreement in whole or in part(s) to third parties without the prior written consent of the Client. The Client is obligated to cooperate. In case Serverius decides to transfer the Agreement entirely to a third party, the Client will be notified in writing.
    • Serverius is entitled to use third parties to execute its duties under the Agreement and/or Terms and Conditions.
  18. Liability
    • Serverius is only liable for direct damage resulting from willful misconduct or gross negligence on the part of Serverius.
    • If one of the parties fails to fulfill any of its obligations under the Agreement and/or Terms and Conditions, the other party will send the first party a notice of default, unless the fulfillment of the relevant obligations is already permanently impossible, in which case the defaulting party is in default immediately. The notice shall be in writing, which will be awarded to honor its obligations and instill a reasonable period to the defaulting party.
    • The Client will be liable for damage that Serverius suffers as a result of damaged and/or loss of equipment and/or software, disruption of services from Serverius, or other damage, caused by negligence, and/or not acting carefully by the Client or his staff and/or operations of the Client or his staff that are not permitted by the Agreement and/or Terms and Conditions.
    • If Serverius is liable to direct material damage to Client, and unless otherwise agreed in writing, Client will first appeal to its own insurance. Only in case Client its own insurance does not pay, Serverius’ will only be liable up to a financial maximum of € 2500, – per event, with a maximum of one event per month and ten (10) events per calendar year (maximum of 10.000, -), which includes all cost like administrative and possibly legal costs. A series of related events is considered as one event. Regarding the subsequent said direct damage, only material (hardware) damage inside Client its colocation rack space Service is taken into account, where the optional costs of necessary repair of equipment are included.
    • All other damage (e.g. software, data, media, loss of income, loss of income by network and/or power outage, etc.) caused by the failure of the purchased service at Serverius, Serverius is not liable and cannot be held accountable. It therefore always remains at the expense of the Client. If there is a contractual agreement between the Client and Serverius for crediting period invoices outages and/or downtime, the only downtime caused by intent or gross negligence on the part of Serverius will be included in the outage and/or downtime (month) period calculation. Things like cable cuts inside and outside the Serverius network, DDoS attacks in general, downtime due to failure of hardware and/or software, configuration and/or software changes are covered by or for Client outside the outage and/or downtime (month) calculation period.
    • Any liability of Serverius for consequential damage is excluded. Consequential loss in this case includes:
      • Loss of income and/or profits
      • Expenses incurred to prevent, reduce or adopt consequential damages
      • Other damage than the direct damage referred to in this article, including, but not limited to, consequential loss or damage to information and/or data
    • The restrictions contained in this Article will be lifted in case of third-party claims for damages arising from death or serious injury and/or if there is intent or gross negligence on the part of Serverius and/or on the part of the staff of Serverius. The liability of Serverius, in that case, is limited to the amount paid by the liability insurer of Serverius.
    • Emergency and/or maintenance work, both in order to improve the Service(s) will be announced in advance as much as possible. Serverius is not liable for damage due to failure and/or unavailability due to maintenance required of, or reasonably in connection with the Services.
    • Client is liable for all damage caused as a result of the use of the Service(s) or products delivered by Serverius.
    • Damage, as mentioned in this article, shall be reported in writing to Serverius as soon as possible, but no later than one week after it occurs. Damage that has not been brought to the attention of Serverius within that period, is not recoverable (Serverius is not liable) unless the Client can demonstrate that he was not able to report the damage earlier.
    • All claims and actions against Serverius lapse or expire, unless mandatory legal provisions, over 30 days after the day on which the harmful event occurred or the respective liability Serverius becomes due.
  19. Indemnification
    • Client indemnifies Serverius for all claims by third parties on any grounds whatsoever in connection with or arising from the use of the Services or other Serverius provided services and/or goods (including liability for breach of (intellectual property) rights, invasion of privacy, trans-border data flows) and will reimburse Serverius for all claims arising from these costs, damages, and fines.
  20. Force Majeure
    • If after the conclusion of the Agreement conditions arise or become known that Serverius did not know or should have known about when entering into the agreement, as a result of which Serverius cannot (timely) fulfill its obligations to Client, Serverius shall not be in default and will be entitled to suspend its obligations. The Client is then entitled to suspend the payment until Serverius has fulfilled its obligations.
    • If as a result of the aforementioned circumstances Serverius can permanently not comply, Serverius has the right to demand that the agreement is amended in such a way that compliance remains possible, unless this cannot be reasonably expected in the circumstances from Client and dissolution is justified. In the latter event, the Agreement is terminated without Client can assert any right to compensation.
    • The aforementioned circumstances shall include any of the independent circumstances which permanently or temporarily prevents the performance of the Agreement, including but not limited to failures in connections to the Internet and other failures or interruption of telecommunication links or other telecommunication facilities, cable breaks, slow connections, power outages, war (danger), terrorist attacks, riots, strikes, (natural) disasters, accidents, government measures, delay/failure of delivery to Serverius (including fuel, energy, and water), transport difficulties, fire and disruptions in the business of Serverius and other circumstances beyond the control of Serverius or not reasonably foreseeable.
    • If either of the parties is unable to comply for a period of more than 15 working days due to force majeure or not culpable fails in its obligations under the Agreement, the other party has the right to dissolve the Agreement by means of a registered letter with immediate effect without creating any entitlement for compensation. If the non-compliance by Serverius will not seriously disrupt the continuity of the Services, the aforementioned deadline will again be extended by 15 working days.
  21. Suspension Rights
    • Serverius has the right to (temporarily) suspend, decommission, and/or limit the usage of the Services, user rights and/or the use or supply of other goods and/or services if the client and/or user fails to comply with any obligation towards Serverius or acts in violation of the agreement and/or these Terms and Conditions. Serverius will notify Client thereof in advance unless this cannot reasonably be required by Serverius.
    • For the effects of the previous paragraph, Serverius will never be liable to the Client and/or third parties.
  22. Personal Information
    • The Client gives permission to Serverius to include his or her personal details in the register of the personal administration of Serverius which is required for management tasks.
    • This register contains account and traffic data and is only accessible to Serverius and without the consent of the Client will not be provided to third parties unless Serverius is obligated to do by law or court order.
    • Upon termination of the Agreement Serverius could collect and store personal data retained by the Client for a period of up to five years, after which the data will be destroyed. Serverius is not liable for any damage resulting from this for the Client.
    • To protect the system of Serverius, personal data supplied by the client as well as all other data, Serverius will take action for reasonable discretion. Serverius is not liable for damages resulting from the release, destroy or otherwise affecting the information provided here.
    • At the Client’s request, he will have access to their personal data. The client also has the right to request Serverius to correct his personal data.
  23. Know Your Customer
    Serverius Applies a “Know Your Customer” (KYC) checkup to verify the legitimacy of the individual(s) or entities that will engage in the (business) relationships of this contract, aiming to ensure compliance with relevant laws and regulations. Before or during this Agreement, Client will fully cooperate by providing all information that will allow Serverius to apply and maintain its KYC check to Client. All information that is shared between parties will be used with care, where data will be stored under the default European GDPR regulation where only applicable data will be stored. Serverius and Client agree to the following:

    • Serverius is entitled to conduct a KYC protocol with the Client both before and during the provision of services.
    • In some specific or complex cases, Serverius may engage a reputable and independent third party (“Third Party”) to assist in verifying the information provided by the Client.
    • Client will cooperate fully with Serverius throughout the entire KYC protocol. Non-cooperation by Client could cause (temporarily) freezing, disabling, or canceling of the Service(s). If Serverius discovers false or incorrect information provided by the Client or observes suspicious behavior, Serverius reserves the right to (temporarily) freeze or disable or cancel the services mentioned in this Agreement until the completion of the KYC protocol.
    • Serverius shall handle all Client information obtained during the KYC protocol in accordance with applicable data protection laws and regulations. Serverius shall take reasonable measures to ensure the confidentiality and security of the Client’s information.
  24. Duration and termination of agreements
    • The term of an Agreement shall commence on the date specified in the Agreement. Unless expressly agreed otherwise, the Agreement is entered for a period of at least one (1) year and will be automatically extended by one (1) year and either party may terminate the Agreement in writing with a notice period of two (2) months. In the case of a paper-signed Agreement, Client will cancel his service the same way with a paper-signed cancellation letter. In case of a digitally signed Agreement or accepted terms, a cancellation will be performed by Client digitally, the same (communication) way (by system, email, etc) as it was ordered. Each notice of termination should not/never be earlier presented/submitted than four months before the date of termination. Early termination does not result in a refund of sums already paid to Serverius and does not affect the payment obligations of the Client.
    • Unless the Agreement is concluded for an indefinite period, termination of the Agreement is not possible, unless otherwise agreed or specified, in these conditions:
      • Fails to (timely) payment or any other obligation under the Agreement or fails; Serverius nevertheless remains entitled to the amounts which he has received or would receive upon proper performance
      • In violation of intellectual (property) rights of any third party acts or applicable laws
      • Makes improper use of the Service notwithstanding the other provisions shall be entitled, without notice or judicial intervention, by registered letter with immediate effect, terminating the Agreement:
        • a) Each Party shall, if and when:
          • To the other party (temporary) suspension of payment is granted and the (temporary) suspension of payment for more than one-third of the then current term or lasted for six (6) consecutive months
          • The other party is declared bankrupt
          • The company of the other party is liquidated or will be discontinued
          • The other party is not (any longer) able or willing to be considered to fulfill its obligations arising from the Agreement and/or the General Conditions
        • b) Serverius, if Client:
          • Upon termination of the agreement, Client must return all property, information, and documentation of Serverius that it has in its possession and retain no copies, unless the Agreement itself states otherwise.
          • In case Client is in default and fails to (timely) pay or fails to comply with any other obligation under the Agreement or does not or does not strictly comply, and Serverius for that reason terminates the Agreement, Serverius is entitled to (without prejudice to its other rights under the Agreement) to suspend its cooperation in the transition of Services to another supplier or to impose conditions (including full payment and/or guarantees).
          • Obligations that by their nature continue after the termination of the agreement will apply even after the termination of the Agreement.
  25. Dispute
    • Any Client Service Agreement, or any other agreement between Serverius and Client is subject to Dutch law.
    • In case of any disputes, the Dutch court in Overijssel (Zwolle) is exclusively competent unless the law mandatory appoints another judge.
  26. Final Provisions
    • Serverius is at all times entitled to unilateral change its General Terms and Conditions. In case of a change, it is effective immediately. Client will monitor changes in the General Terms and Conditions himself, which are published by Serverius on its website: https://serverius.net/terms-and-conditions/, and Serverius will inform Client about changes. In case of such change, Client is not entitled to terminate his Agreement as a result of a change.
    • Oral statements, chat communication, undertakings, or agreements have no legal force unless confirmed in official writing. The invalidity or non-validity of one of the provisions of an Agreement and/or Terms and Conditions shall not affect the validity or enforceability of the remaining provisions. Parties commit themselves to consult with each other on new provisions to replace the void or legally invalid provisions, in order to preserve the tendencies of the void or legally invalid provisions. A signed Agreement shall prevail over any oral, chat, and/or written agreements made before or after the Agreement date.
    • In case of mergers, reclassification, and/or spin-offs on the part of the Client, the parties will consult on the ensuing consequences of the Agreement.
    • During the term of the Agreement, the parties shall not employ employees from any other party, or otherwise, work for them without the prior written consent of the other party.
    • Serverius uses mainly email communication and also chat paper, and phone communication. At all times it is the responsibility of Client to have an active email address and a correct phone number provided in the control panel, e-mails sent to this address must regularly, but within a maximum of seven (7) days, be read.
    • Office Hours: Refers to the standard Dutch working hours, Monday to Friday, from 9:00 hrs in the morning up to 17:00 hrs in the afternoon, excluding public holidays days like New Year’s Day, Good Friday, Easter Sunday, Easter Monday, King’s Day, Liberation Day, Ascension Day, etc. Christmas Day.
    • Client warrants that he/she reaches the age of eighteen (18) at the conclusion of the agreement with Serverius. Minors may only enter and/or use the Service at Serverius if the parents or guardian (s) co-sign the Agreement by which they authorize the underage person to utilize the Service(s) of Serverius. Parents or guardians are also given guarantees for the observance of the General Terms and Conditions which are available for review on the website https://serverius.net.