Terms of service

General Provisions

Definitions

In these terms and conditions, the following terms will have the following meanings:

1. Client: the natural or legal person that has instructed the contractor to perform activities, being the customer for the purpose of these adjusted terms of delivery.
2. Contractor: CloudNation B.V., hereafter referred to as “CloudNation”.
3. Activities: all activities for which the client has issued explicit and implicit instructions, whether or not documented in an order confirmation, quotation or equivalent document.
4. Agreement: any written document, signed by an authorized representative, confirming the issue of one or more orders to CloudNation by the Client, including but not limited to a quotation, order confirmation, hiring agreement or sub-agreement, hereafter referred to as “the Agreement”.

B. Applicability

1. These terms and conditions apply to all offers, quotations, Activities, Agreements and orders between CloudNation and the Client insofar as the parties do not expressly deviate from these terms and conditions in writing.
2. The present terms and conditions also apply to all Agreements with CloudNation whose performance
   requires the engagement of third parties. The third parties engaged by CloudNation may invoke the present terms and conditions towards the Client.
3. Any (purchasing) conditions applied by the Client are excluded and expressly rejected by CloudNation.
4. If one or more of the provisions of these general terms and conditions are void or voided, the remaining provisions of these general terms and conditions will remain in full force. In that case, CloudNation and the Client will hold consultations in order to agree new provisions replacing the void or voided provisions, whereby the tenor and purport of the original provision will be observed to the greatest possible extent.
5. The Client is not permitted to make these products available to third parties otherwise than for the purpose of obtaining an expert opinion on CloudNation’s work.

C. Commencement and duration of the Agreement

1. The Agreement will only be formed and commence at the moment when the Agreement, signed by both parties, is in CloudNation’s possession.
2. The parties are free to prove the formation of the Agreement by other means.
3. The Agreement is concluded for an indefinite period, unless it ensues from the nature or purport of the order issued that it was concluded for a definite period.

D. Termination

1. Agreements are deemed to have been concluded for the duration specified in the Agreement. Early termination will only be possible if well-founded reasons of culpability can be put forward to CloudNation which would preclude the continuation of the Activities and/or for reasons explicitly agreed in the Agreement.

E. Provision of information by the Client

1. The Client is obliged to make all data and documents which CloudNation considers necessary for the correct execution of the order issued available to CloudNation in good time, in the desired format and in the desired manner.
2. The Client must ensure that CloudNation is informed immediately of any change in facts and circumstances that may be relevant in connection with (a) the correct compilation of a quotation, or (b) the correct compilation of a plan of approach, or (c) the correct execution of the order.

F. Work location

1. In the event that one or more CloudNation employees perform Activities on the Client’s premises, the Client will provide the facilities reasonably required free of charge, such as a working space, a workstation, access to relevant systems and applications, and Internet and VPN connections.
2. The Client will indemnify CloudNation against claims from third parties, including CloudNation employees, who sustain damage in connection with the performance of the Agreement that is due to an act or omission on the Client’s part resulting in failure to fulfil the obligations imposed by health and safety regulations.

G. Secrecy

1. CloudNation is obliged to observe secrecy towards third parties that are not involved in the performance of the Agreement. This secrecy concerns all confidential information made available by the Client and the results obtained through processing that information.
2. CloudNation is not entitled to use the information made available by the Client for a purpose other than that for which it was obtained.
3. The Client is obliged to observe secrecy towards third parties in respect of the price agreements made with CloudNation.
4. The Client is not permitted to publish, disseminate and/or disclose to third parties the contents of offers put together in written or electronic format by CloudNation and its partners.
5. CloudNation reserves the right, subject to Paragraph G.1, to share information about the business(es) and/or the order with its employees for knowledge-sharing purposes.

H. Intellectual property

1. CloudNation reserves all rights relating to products of the mind which are or have been used in the context of the performance of the Agreement with the Client, insofar as rights can exist or be created in respect of those products in a legal sense.
2. The Client is not permitted to make these products available to third parties otherwise than for the purpose of obtaining an expert opinion on CloudNation’s work.

I. Delivery deadlines

1. If a deadline has been agreed within the term of the Agreement for the completion of particular Activities, this will never be a final deadline.
2. If an execution deadline is exceeded, therefore, the Client will have to give CloudNation written notice of default.

J. Payment

1. The Client must pay the invoice amount within 14 days of the invoice date via a transfer to a bank account to be specified by CloudNation insofar as the payment relates to Activities, without being entitled to any discount or set-off.
2. If the Client fails to effect payment within the aforesaid period, or within a different period agreed by the parties, it will be in default by operation of law and CloudNation will have the right, without any further demand or notice of default being required, to charge the Client interest at the statutory rate from the due date until the date when payment is effected in full, without prejudice to any of CloudNation’s other rights.
3. All costs associated with the collection of the claim will be at the Client’s expense.
4. In the event of a jointly issued order, the Clients will be jointly and severally liable for the payment of the invoice amount insofar as the Activities were carried out for the benefit of the joint Clients.

K. Complaints

1. Complaints regarding the Activities performed and/or invoices must be communicated to CloudNation in writing within 30 days of the date of dispatch of the documents or information about which the Client has a complaint, or within 30 days of the defect being detected if the Client demonstrates that it could not reasonably have detected the defect any earlier.
2. A complaint as referred to in Paragraph K.1 will not suspend the Client’s payment obligation.
3. If the claim is not submitted in time, all the Client’s rights in relation to the complaint will lapse.

L. Liability

1. Every order accepted by CloudNation involves a best-efforts obligation. CloudNation can never be held liable for results not achieved.
2. CloudNation will only be liable for shortcomings in the performance of the Agreement which are the result of demonstrable intent, or gross negligence bordering on intent, in providing advice and performing the Agreement.
3. CloudNation rejects all liability for activities carried out by third parties insofar as these parties themselves concluded an agreement with the Client.
4. If and insofar as CloudNation could be held liable in any way, on whatever grounds, this liability will be limited at all times to the amount of the invoices, up to a maximum of EUR 25,000.
5. The Client undertakes to indemnify CloudNation against all liability and all claims, enforced at law or otherwise, arising from or relating to the performance of Activities by CloudNation, with the exception of liability and claims due to gross negligence or demonstrable intent on the part of CloudNation.
6. CloudNation will not be liable for damage, delays or any form of inconvenience caused by third-party software if this is due to (a) faults in the software supplied, (b) incorrect use of the software, (c) modification of the software by parties other than CloudNation, or (d) the use of software for purposes for which it was not intended.
7. Without prejudice to the provisions of this article, only damage which is sustained within six months of the delivery of the item and/or the end of the Agreement and which, furthermore, is reported in writing to CloudNation within a period of 14 days of its detection will be eligible for compensation.

M. Right of suspension

1. CloudNation is entitled to suspend the fulfilment of all its obligations until the moment when all due and payable claims against the Client have been paid in full.
2. CloudNation’s claims against the Client will be immediately due and payable in the event that (a) circumstances which came to CloudNation’s attention after the conclusion of the Agreement give CloudNation good grounds to fear that the Client will not fulfil its obligations, or (b) CloudNation asked the Client when the Agreement was concluded to provide security for its performance, and this security has not materialized or is inadequate.
3. In the aforementioned situations, CloudNation will be entitled to suspend the further performance of or terminate the Agreement, without prejudice to CloudNation’s right to claim compensation.

N. Applicable law and choice of forum

1. All Agreements between the Client and CloudNation to which these general terms and conditions apply will be governed by Dutch law.
2. Any and all disputes relating to Agreements between the Client and CloudNation to which these terms and conditions apply, and which do not come under the subdistrict court’s jurisdiction will be settled by the competent court of the district in which CloudNation is based, unless these are disputes which do not concern the Client’s business or profession.
3. The Client is free to institute disciplinary proceedings or to submit the dispute to an arbitration panel set up for that purpose.

O. Rates and prices

1. All rates and prices stated exclude turnover tax (VAT) and other government levies.
2. All rates and prices stated are valid until the end of the calendar year in which the Agreement was concluded, unless the Agreement provides otherwise.
3. CloudNation reserves the right to index its rates as at 1 January of every calendar year, unless the Agreement provides otherwise. Where applicable, CloudNation will notify the Client in writing 30 days before the actual indexation.

P. Execution of the order

1. The Agreement will set out the conditions on which the order is to be executed. Unless stated otherwise, the order will be executed on an actual cost basis and at the rates specified in the Agreement.
2. CloudNation reserves the right to have the order carried out by those employees that it considers suitable.
3. CloudNation reserves the right to subcontract elements of the order, following consultation with the Client. In the event of subcontracting, these terms of delivery will remain in full force.

Q. Quotations

1. CloudNation’s quotations are free of obligation and are valid for a period of 30 days, unless stated otherwise. CloudNation will only be bound by the quotation if the Client confirms the order in writing to CloudNation within 30 days, unless stated otherwise.
2. If the acceptance differs (on minor points) from the offer laid down in the quotation, CloudNation will not be bound by this acceptance. In that case no Agreement will be formed, unless CloudNation indicates otherwise.
3. The conditions set out in a quotation, including but not limited to approach and prices, will apply only to the Activities specified in the quotation and will not automatically apply to future orders and/or orders executed in parallel.