General Conditions Digizaal

 

These general terms and conditions apply to every offer or quotation from Digizaal vof, established in Amsterdam and registered with the Chamber of Commerce under number 30153598 (hereinafter: “Digizaal”) with regard to Services and, as well as the processing agreement, form an integral part of any Agreement between Digizaal and its counterparty (hereinafter: "Customer").

Provisions or conditions set by the Client that deviate from or do not appear in these General Terms and Conditions are only binding for Digizaal if and insofar as they have been explicitly accepted by Digizaal In Writing.

Article 1. Contract conclusion
1.1 The Client can request a selection of Services (such as web hosting, domain names, online software) from the Digizaal Website and other channels made available for this purpose. The Agreement arises at the time of sending the (whether or not automatically generated) e-mail from Digizaal with the confirmation and acceptance of the request.

1.2 If the Customer is a consumer, the Customer has a period of fourteen days, calculated from the moment the Agreement comes into existence, to dissolve the Agreement in writing and free of charge.

1.3 The Agreement includes the selected Services as well as the Services subsequently added thereto by the Customer. Additional conditions may apply to certain Services. These are reported separately during the application process. Additional terms and conditions prevail over these terms and conditions.

1.4 Certain Services are provided to the Client by third parties. This will be indicated separately in the application process. Digizaal acts as a mediator and is not responsible for the content of these Services, even if it collects fees for these Services. Customer must agree to the terms and conditions of the third party in question to purchase these Services.

Article 2. Execution of the agreement
2.1 After the conclusion of the Agreement and, if applicable, receipt of the payment due, Digizaal will comply with it to the best of its ability and with due care and expertise. Customer is obliged to do everything that is reasonably necessary and desirable to enable a timely and correct execution of the Agreement, such as providing and keeping data up-to-date.

2.2 Digizaal will endeavor to achieve high-quality and uninterrupted availability of Services and associated systems and networks, and to achieve access to data stored by the Customer. However, Digizaal offers no guarantees about quality or availability.

2.3 Digizaal periodically makes backups of servers and hosting packages and stores them for at least five days. This does not include e-mail services and Unmanaged VPS packages. Digizaal does not make any backups of this, the Customer is responsible for making backup copies of this data.

2.4 If and insofar as the proper execution of the Agreement requires, Digizaal has the right to have certain work done by third parties.

2.5 Digizaal will provide the Client with access to an account with which the Client can manage the Services at its own discretion. Every action that takes place through the account of the Customer is deemed to have been taken under the responsibility and risk of the Customer. If the Client suspects or should reasonably suspect or know that an Account is being misused, the Client is obliged to report this to Digizaal as soon as possible so that it can take measures.

2.6 Digizaal will keep itself available for a reasonable level of remote customer support by telephone and e-mail, during regular office hours.

Article 3. Rules of conduct and notice / takedown
3.1 The Client is prohibited from using the Services to violate Dutch or other laws or regulations that apply to the Client or Digizaal or to infringe the rights of others.

3.2 Digizaal is prohibited from using the Services to offer or distribute information that:

unmistakably intended primarily to assist others in criminal activities;
be unmistakably libelous, defamatory, insulting, racist, discriminatory or hate speech;
constitute a violation of the privacy of third parties;
contain hyperlinks, torrents or references with (locations of) material that unmistakably infringes copyright, neighboring rights or portrait rights;
contains unsolicited commercial, charitable or idealistic communication;
contains malicious content such as viruses or spyware.
3.3 Customer refrains from hindering other customers or internet users or causing damage to systems or networks of Digizaal or other customers. The Client is forbidden to start processes or programs, whether or not via the Digizaal systems, of which the Client knows or can reasonably suspect that this will hinder Digizaal, its customers or internet users or cause damage.

3.4 The use of the Services by the Customer must not be structurally excessive compared to the average use by other Digizaal customers. If this proves to be the case, Digizaal will consult with the Customer for a suitable solution, such as compensation for the excess or a limit on the Service (s) concerned.

3.5 If, in the opinion of Digizaal, nuisance, damage or other danger arises for the functioning of the computer systems or network of Digizaal or third parties and / or services via the internet, in particular due to excessive sending of e-mail or other data , denial-of-service attacks, poorly secured systems or activities of viruses, Trojans and similar software, Digizaal is entitled to take all measures that it deems reasonably necessary to avert or prevent this danger. Digizaal may recover the costs that are reasonably necessary associated with these measures from the Client if the Client can be blamed for the cause.

3.6 When Digizaal receives a complaint about violation of this article by Customer, or finds that this appears to be the case, Digizaal will inform Customer of the complaint or violation as soon as possible. The customer will give a response as soon as possible, after which Digizaal will decide how to act. In exceptional cases where, in Digizaal's opinion, the complainant has requested that the complaint not be forwarded, or Digizaal believes that the violation is unmistakable, Digizaal does not have to forward the complaint.

3.7 If Digizaal is of the opinion that there has been a violation, it will block access to the material in question and / or suspend the Service in question in whole or in part, but without permanently removing it (unless this proves technically impossible, in which Digizaal will make a backup). Digizaal will inform the Client as soon as possible of measures taken.

3.8 Digizaal is at all times entitled to report criminal offenses that have been established. Furthermore, Digizaal is entitled to hand over the Customer's name, address and other identifying information to a third party who complains that the Customer is infringing his rights, but only if the law or a competent authority requires it to do so.

3.9 Although Digizaal endeavors to act as reasonably, carefully and adequately as possible after complaints about the Customer, Digizaal is never obliged to compensate damage resulting from measures as referred to in this article.

Article 4. Request for domain names, SSL certificates or IP addresses
4.1 The provision of Services with regard to the application, allocation, transfer and possible use of a domain name, SSL certificate or IP address depend on and are subject to the applicable rules and procedures of the relevant registering bodies, such as the Internet Domain Registration Foundation. The Netherlands with .nl domain names.

4.2 The customer is responsible for checking whether the request or relocation has been successful and has been carried out correctly. Digizaal is not responsible for spelling mistakes in domain names, nor is Digizaal obliged to verify whether the Client is entitled to execute the request or transfer.

4.3 Digizaal only plays a mediating role in the application and does not guarantee that an application will also be honored. Customer can only learn the fact of registration from a confirmation to that effect. An invoice for registration costs is not confirmation of registration.

4.4 When applying for (a transfer of) a domain name, SSL certificate or IP address, the customer agrees to the relevant conditions set by the registering authorities. Digizaal may exercise these conditions vis-à-vis the Client in the place of these bodies. Bodies can change these conditions. It is the responsibility of the Client to be informed about this.

4.5 Digizaal has the right to make a domain name of the Client inaccessible or unusable, or to have it placed in its own name if the Client demonstrably fails to comply with the Agreement, but only for the duration that the Client is in default. and only after expiry of a reasonable period of time stated in a written notice of default.

4.6 As long as the Client does not set up a redirect for his domain name, Digizaal has the right to set up its own redirect or to place commercial advertisements on the webpage. Customer has the opportunity to disable this redirect or advertisements.

Article 5. Email services
5.1 If purchased as a Service, Digizaal will facilitate the sending, saving and receiving of e-mail for the Client.

5.2 Digizaal is entitled to use spam filters and to configure them at its own discretion. No liability is accepted for not received or sent messages.

5.3 If the Customer sends commercial, charitable or idealistic messages, he must ensure that the content and layout of the messages comply with all legal requirements regarding electronic communication, including the mentioning of his identity, contact details and unsubscribing options and an explicit, prominent mention of the Client as the sender of the mail.

Article 6. Intellectual property rights
6.1 All intellectual property rights on all works developed or made available by Digizaal in the context of the Agreement, such as websites and (web) applications, software, house styles, logos, leaflets, brochures, leaflets, lettering, advertisements, marketing and / or communication plans, concepts, images, texts, sketches, documentation, advice, reports and other products of the mind, as well as preparatory material thereof, rest exclusively with Digizaal or its licensors.

6.2 The Client only obtains the rights of use and powers that are explicitly granted in these General Terms and Conditions, the Agreement or otherwise In Writing and for the rest the Client will not reproduce or disclose these Materials. The aforementioned suffers an exception if it has unmistakably been mistakenly mistaken to grant the Client such an express right. However, the issue of source code for Materials is only mandatory at all times if explicitly agreed.

6.3 Unless if and in so far as it has been agreed otherwise In Writing, the Client is not permitted to remove or change any indication regarding copyrights, brands, trade names or other intellectual property rights from these Materials, including indications regarding the confidential nature and secrecy of the Materials.

Article 7. Payment conditions
7.1 Digizaal will invoice the amounts owed by the Customer to the Customer. Digizaal may thereby issue electronic invoices. Digizaal has the right to charge periodic amounts due prior to the delivery of the Services.

7.2 The payment term of an invoice is 14 days after the invoice date, unless explicitly agreed otherwise.

7.3 If the Client has not yet paid in full after 14 days after the payment term, he will automatically be in default without a notice of default being required. Digizaal is then entitled to suspend the delivery of Services without further notice.

7.4 If the Client is in default, this will have the following consequences:

The statutory interest is due on the outstanding amount, or 2% per month if that is higher;
The client owes administration costs within the legal limits for the subsequent steps;
In addition to the amount owed and the interest thereon, the client is obliged to fully compensate both extrajudicial and judicial collection costs, including the costs for lawyers, lawyers, bailiffs and collection agencies;
the websites and other Materials hosted for the Client may be made inaccessible without further warning until the outstanding amounts, interest and the like have been paid.
Article 8. Liability
8.1 Digizaal is not liable in the context of the formation or implementation of the Agreement, except in the cases mentioned below, and at most up to the specified limits.

8.2 The total liability of Digizaal for damage suffered by the Customer as a result of an attributable shortcoming in the fulfillment by Digizaal of its obligations under the Agreement, is limited per event or a series of related events to an amount equal to the reimbursements that the Customer has for has paid for the Services delivered in the last three (3) months.

8.3 Digizaal's liability for attributable failure to comply with the Agreement only arises if the Client immediately and properly declares Digizaal to be in default in writing and Digizaal continues to fail to perform its obligations in an attributable manner.

8.4 Digizaal is explicitly not liable for:

a) any damage suffered as a result of measures taken by Digizaal in good faith, but which have nevertheless been found to have been imposed in error;
b) damage from unavailability of the Services, lost data and breach of technical or organizational security measures, and
c) Indirect damage, consequential damage, lost profit, missed savings and damage due to business interruption.

8.5 The exclusions and limitations referred to in this article will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of Digizaal's management, to be proved by the Customer.

8.6 The Client is liable to Digizaal for damage caused by an error or shortcoming attributable to him. The Client indemnifies Digizaal against claims relating to non-compliance with the code of conduct in Article 3 when using the Services by or with the consent of the Client. This indemnification also applies to persons who, although they are not employees of the Client, nevertheless fall under the Services. responsibility or with the consent of the Client.

Article 9. Force majeure
9.1 Neither of the parties can be held to fulfill any obligation if a circumstance that is beyond the control of the parties and that could not or should not have been foreseen at the time of concluding the Agreement, cancels out any reasonable possibility of compliance.

9.2 Force majeure also includes (but is not limited to): disruptions of public infrastructure that is normally available to Digizaal, and on which the provision of the Services depends, but over which Digizaal cannot exercise any actual power or contractual compliance obligation, such as the operation of the registers of IANA, RIPE or SIDN, and all networks in the internet with which Digizaal has not concluded a contract; disruptions in infrastructure and / or services of Digizaal that are caused by computer crime, for example (D) DOS attacks or successful attempts to bypass network security or system security; shortcomings of suppliers of Digizaal, which Digizaal could not foresee and for which Digizaal cannot hold its supplier liable, for example because the supplier concerned (also) had force majeure; Defectiveness of goods, equipment, software or other source material for which the Customer has prescribed the use; government measures; strikes; wars; terrorist attacks and internal riots.

9.3 If a force majeure situation lasts longer than three months, each of the parties has the right to terminate the agreement in writing. In that case, what has already been performed under the agreement will be settled proportionally, without the parties owing each other anything else.

Article 10. Confidentiality
10.1 Parties will treat information that they provide to each other before, during or after the execution of the Agreement confidentially when this information is marked as confidential or when the receiving party knows or should reasonably suspect that the information was intended to be confidential. The parties also impose this obligation on their employees and on third parties engaged by them for the implementation of the Agreement.

10.2 Digizaal will not take cognizance of data that the Client stores and / or distributes via the Digizaal systems, unless this is necessary for the proper execution of the Agreement or Digizaal is obliged to do so pursuant to a legal provision or court order. In that case, Digizaal will endeavor to limit the knowledge of the data as much as possible, insofar as this is within its control.

10.3 The obligation of confidentiality also remains after termination of the Agreement for whatever reason, and for as long as the party providing the information can reasonably claim the confidential nature of the information.

Article 11. Duration and cancellation
11.1 The duration of the Agreement is one year, unless a Service has been entered into for a different fixed period.

11.2 A notice period of one month applies to the termination of the Agreement. In the absence of timely cancellation, the Agreement will be tacitly extended by a term equal to the first term. If the Customer is a consumer, Services will be extended for an indefinite period after the first term. Domain name registrations are always extended by a period equal to the first period without the right to a refund in the event of early termination.

11.3 Digizaal may immediately suspend or terminate the Agreement in writing if at least one of the following special grounds applies:

a) Customer is in default with regard to an essential obligation;
b) The Client's bankruptcy has been requested;
c) Customer has applied for a moratorium on payments;
d) The activities of the Customer are terminated or liquidated;
e) Customer loses the free disposal of its assets;
f) Customer becomes under guardianship / administration.

11.4 If Digizaal suspends the fulfillment of the obligations, it will retain its claims under the law and the Agreement, including the entitlement to payment for the Services that have been suspended.

11.5 If the Agreement is terminated or dissolved, the claims of Digizaal on the Client are immediately due and payable. In the event of termination of the Agreement, amounts invoiced for work performed will remain due without any obligation to cancel.

11.6 In the event of premature cancellation, refund of prepaid amounts will be made in accordance with the published refund policy at the time of cancellation. Full refund is granted in the case referred to in Article 1.2.

11.7 In the event of non-performance, Digizaal will give the Client a reasonable term (to determine this to Digizaal) to still comply with the Agreement. If the customer does not yet execute the Agreement within the stated period, Digizaal has the right to terminate the Agreement immediately.

11.8 After termination of the Agreement, as a result of termination or dissolution, Digizaal may immediately cancel the Client's Account and Digizaal will delete the data stored for the Client as quickly as possible. In that case Digizaal is not obliged to provide the Client with a copy of this data.

Article 12. Change of conditions and prices
12.1 Digizaal reserves the right to change or supplement the prices, the Services and these General Terms and Conditions at any time. Changes also apply to agreements already concluded.

12.2 If the Client does not want to accept a change, the Client must inform Digizaal of this in writing within two weeks of becoming aware of it. Digizaal can then reconsider the change. If Digizaal does not withdraw the change thereafter, the Client may terminate the Agreement within seven days thereafter against this date.

Article 13. Complaints procedure
13.1 The Client can make any complaints about the services of Digizaal known to Digizaal via the regular channels for customer support.

13.2 If, in the opinion of the Customer, the complaint is not adequately resolved, the Customer has the option of sending an e-mail to complaint@Digizaal.nl, stating the customer number and a detailed description of the complaint.

13.3 If the Customer is not satisfied with the outcome of the handling of the e-mail as referred to in 13.2, the Customer can escalate the complaint to the person ultimately responsible for customer support.

13.4 If Digizaal has not satisfactorily resolved the complaint of the Client within the present complaints procedure of Digizaal, the Client can turn to the European ODR platform.

Article 14. Other provisions
14.1 Dutch law applies to the Agreement.

14.2 Insofar as the rules of mandatory law do not prescribe otherwise, all disputes that may arise under the Agreement will be submitted to the competent Dutch court for the district in which Digizaal is established.

14.3 If any provision from the Agreement appears to be void, this does not affect the validity of the entire agreement. In that case, the parties will adopt (a) new provision (s) as a replacement, which will give shape to the intention of the original Agreement and General Terms and Conditions as much as legally possible.

14.4 Information and announcements, including price indications, on the Digizaal Website are subject to programming and typing errors. In the event of any inconsistency between the Website and the Agreement, the Agreement prevails.