Terms and Conditions

In these Terms and Conditions, the following terms have the following meanings:

• Zentic: the trademark of Ascensie Online, established in Groningen and registered with the Chamber of Commerce under file number 72067527.

• Zentic Website: the website of Zentic, accessible via the domain https://zentic.io
  

• Subscription: the agreement whereby one or more parties undertake to perform services on a continuous or recurring basis for a certain period (for example a hosting contract of 12 months).

• Account: the right of access to an online user environment by means of which the client can manage and configure (certain parts of) the services, including the settings and files stored therein.

• Terms and Conditions: this document, including any additions and annexes.

• Client: the natural person or legal entity with whom Zentic has concluded an agreement or who enters into negotiations with Zentic. This also includes representatives, authorized persons, successors in title and heirs.

• Services: all products and/or services that Zentic provides to the client on the basis of an agreement.

• Materials: all works delivered or developed by Zentic, including websites, (web) applications, software, corporate identities, logos, printed matter, marketing or communication plans, concepts, images, texts, sketches, documentation, advice and reports, as well as preparatory material thereof and (whether or not encoded) files or data carriers on which these works are recorded.

• Agreement: any agreement between Zentic and the client on the basis of which Zentic provides services.

• In Writing: in addition to paper documents, also communication by e-mail or fax, provided that the identity of the sender and the integrity of the message are sufficiently established.

• High-Risk Applications: applications in which an error in the services may lead to death or serious injury, serious environmental damage, or major loss of (personal) data with considerable consequential damage. Examples are transport systems in which an error may lead to derailments or aircraft accidents, medical systems in which patients receive no treatment or the wrong treatment, systems for crucial government services (such as DigiD), or systems in which large amounts of medical or other special categories of personal data within the meaning of the GDPR are stored.

 

The Client shall refrain from hindering other clients or internet users or causing damage to systems or networks of Zentic or other clients. The Client is prohibited from starting up processes or programs, whether or not via the systems of Zentic, of which the Client knows or may reasonably suspect that this hinders or causes damage to Zentic, its clients or internet users. If, in the opinion of Zentic, hindrance, damage or any other danger arises to the functioning of the computer systems or the network of Zentic or third parties and/or of the provision of services via the internet, in particular through the excessive sending of e-mail or other data, denial-of-service attacks, poorly secured systems or the activities of viruses, Trojans and similar software, Zentic is entitled to take all measures it reasonably deems necessary to avert or prevent this danger. Zentic may recover from the Client the costs reasonably and necessarily associated with these measures, if the Client can be blamed for the cause. When Zentic receives a complaint about a breach of this article by the Client, or itself establishes that this appears to be the case, Zentic shall notify the Client of the complaint or breach as soon as possible. The Client shall respond as soon as possible, after which Zentic shall decide how to act. If Zentic is of the opinion that a breach has occurred, it shall block access to the Material in question, but without permanently removing this Material (unless this proves technically impossible, in which case Zentic shall make a back-up). Zentic shall use its best efforts not to affect other Materials in doing so. Zentic shall notify the Client of the measures taken as soon as possible. Zentic is entitled at all times to report criminal offenses that it has established. Furthermore, Zentic is entitled to provide the name, address and other identifying data of the Client to a third party who complains that the Client infringes its rights or these Terms and Conditions, provided that the accuracy of that complaint is reasonably sufficiently plausible and the third party has a clear interest in the disclosure of the data. Although Zentic strives to act as reasonably, carefully and adequately as possible following complaints about the Client, Zentic is never obliged to compensate damage as a result of measures as referred to in this article. The Client is not permitted to resell the Services.

The Client must also comply with Zentic’s Fair Use Policy, as published at https://zentic.io/legal/fairuse-policy.
 
Application for Domain Names
The application for, allocation of, and any use of a domain name are dependent on and subject to the applicable rules and procedures of the relevant registering authorities, such as the Stichting Internet Domeinregistratie Nederland for .nl domain names. The relevant authority decides on the allocation of a domain name. In the application, Zentic merely fulfils an intermediary role and gives no guarantee that an application will in fact be granted. The Client can ascertain the fact of registration solely from the confirmation of Zentic stating that the requested domain name has been registered. An invoice for registration costs is not a confirmation of registration. The Client indemnifies and holds Zentic harmless against all damage connected with (the use of) a domain name on behalf of or by the Client. Zentic is not liable for the loss by the Client of its right(s) to a domain name, or for the fact that the domain name is in the interim applied for and/or obtained by a third party, save in the event of intent or deliberate recklessness on the part of Zentic. The Client must comply with the rules laid down by registering authorities for the application for, allocation of, or use of a domain name. Zentic shall refer to these rules during the registration procedure. Zentic has the right to render the domain name inaccessible or unusable, or to (have) place(d) it in its own name, where the Client demonstrably remains in default in the performance of the Agreement, this however only for the duration of the Client’s default and only after the lapse of a reasonable period for performance set in a written notice of default. In the event of rescission of the Agreement due to default of the Client, Zentic is entitled to terminate a domain name of the Client subject to a notice period of two months.

If a domain name has been placed in quarantine, Zentic may, upon request, attempt to reactivate it. The costs for this depend on the extension and amount to:

• .BE: € 33,50

• .BIZ: $ 115,00

• .COM: $ 115,00

• .DE: € 55,00

• .EU: € 32,00

• .FR: € 45,00

• .INFO: $ 115,00

• .IT: € 30,50

• .NET: $ 115,00

• .NL: € 35,00

• .NU: € 50,00

• .ORG: $ 115,00

• .TV: € 115,00

• .CO.UK: € 45,00

• .UK: € 45,00

Zentic does not guarantee that reactivation is possible.

 
Storage and Data Limits
Zentic may set a maximum on the amount of storage space or data traffic per month that the Client may, or can in fact, use within the framework of the Services. Should the Client exceed the applicable limits, Zentic may, after sending the Client at least one warning message concerning the overrun, unilaterally convert the Client’s Subscription to a Subscription that does accommodate the storage and data traffic. No liability exists for the consequences of being unable to send, receive, store or modify data if an agreed limit for storage space or data traffic has been exceeded.
 
Intellectual Property Rights
All intellectual property rights in all Materials developed or made available by Zentic within the framework of the Agreement vest exclusively in Zentic or its licensors. The Client acquires solely the rights of use and powers that are explicitly granted in these Terms and Conditions, the Agreement or otherwise In Writing, and for the rest the Client shall not reproduce or publish these Materials. The foregoing is subject to an exception if it has unmistakably been omitted by mistake to grant the Client such a right in an express manner. The release of source code of Materials is, however, at all times only mandatory if explicitly agreed. Unless and insofar as otherwise agreed In Writing, the Client is not permitted to remove or alter any indication concerning copyrights, trademarks, trade names or other intellectual property rights from these Materials, including indications concerning the confidential nature and secrecy of the Materials. Zentic is permitted to take technical measures to protect its Materials. If Zentic has secured these Materials by means of technical protection, the Client is not permitted to remove or circumvent this protection, except if and insofar as the law mandatorily provides to the contrary.
 
Prices
Unless expressly stated otherwise with an amount, all prices stated by Zentic are exclusive of turnover tax (VAT) and other levies imposed by the government. If a price is based on data provided by the Client and this data proves to be incorrect, Zentic has the right to adjust the prices accordingly, even after the Agreement has already been concluded. If the Agreement concerns a Subscription, Zentic is entitled to amend the rates applied once per year. The same conditions and procedures apply to a price change as to a change of the Services and of these Terms and Conditions.
 

Payment Terms

1. Invoicing and Payment Term
   Zentic invoices the amounts owed by the Client by means of electronic invoices. Invoices are provided to the Client no later than fourteen (14) days before the final payment date. The payment term is fourteen (14) days after the invoice date, unless otherwise agreed In Writing.

2. Reminder Process in the Event of Non-Payment
   If payment has not been received by the due date, the following process applies:

   • First reminder: 1 day after the final payment date has passed.

   • Second reminder: 7 days after the first reminder.

   • Third reminder: 14 days after the second reminder.

   • Fourth reminder: 30 days after the third reminder.

   After the fourth reminder has been sent, the Client is given a further 2 days to pay the outstanding amount in full.

3. Collection Costs and Suspension of Services
   If the Client has still not paid in full after this additional period has expired:

   • a charge of € 40,- in collection costs is applied; and

   • the services provided by Zentic, including hosting, e-mail accounts and domain names, may be suspended with immediate effect until payment has been received in full.

4. Statutory Interest
   On the outstanding amount, the statutory interest is due as from the due date.

5. No Suspension or Set-Off (B2B)
   Unless the Client is a consumer, the Client is not permitted to suspend payment, to set off, or to deduct any amount from invoices issued by Zentic.

6. Reactivation of Domain Names in Quarantine
   If a domain name has been placed in quarantine due to a failure to renew it in time, Zentic may, upon request, attempt to reactivate it. The following costs apply, depending on the extension:

   • .BE: € 33,50

   • .BIZ: $ 115,00

   • .COM: $ 115,00

   • .DE: € 55,00

   • .EU: € 32,00

   • .FR: € 45,00

   • .INFO: $ 115,00

   • .IT: € 30,50

   • .NET: $ 115,00

   • .NL: € 35,00

   • .NU: € 50,00

   • .ORG: $ 115,00

   • .TV: € 115,00

   • .CO.UK: € 45,00

   • .UK: € 45,00

   The Client acknowledges that reactivation depends on the possibilities and conditions of the relevant registry and that Zentic cannot guarantee that reactivation is possible.

Liability

General Exclusion
Zentic (part of Ascensie Online) is not liable, on any legal basis whatsoever, for indirect damage, including – but not limited to – consequential damage, lost profits or revenue, missed savings, loss of goodwill, damage due to business interruption and other indirect losses arising from or connected with the use of, or the inability to use, the services, products or materials provided by Zentic.

Data Loss
Insofar as statutory liability cannot be fully excluded, Zentic is liable solely for direct damage that is the direct result of an attributable failure on the part of Zentic.
Direct damage shall also include: the reasonable costs of restoring or reconstructing data managed or stored by Zentic that has been lost due to an error by Zentic, or – if restoration is not reasonably possible – the reasonable costs the Client must incur to compensate for the loss or to rebuild the data.

No Guarantee of Uninterrupted Operation
Zentic does not guarantee that the services will be available at all times without interruption, free of errors, or without security risk. Interruptions, malfunctions or security incidents do not in themselves constitute grounds for compensation.

Maximum Liability
Zentic’s total liability for direct damage is, per event or series of related events, limited to the amount paid out in the relevant case under the business liability insurance of Ascensie Online/Zentic (currently a maximum of € 2.500.000 per event, with a deductible of € 250 per event).
If, for whatever reason, no payment is made under this insurance, liability is limited to the amount paid by the Client to Zentic for the relevant service in the three (3) months preceding the event giving rise to the damage, with an absolute maximum of € 2.500.000.

Exceptions
The exclusions and limitations referred to in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of Zentic’s management.

Indemnification
The Client indemnifies Zentic against all third-party claims connected with the use of the services, products or materials provided by Zentic by or on behalf of the Client, including – but not limited to – the failure to comply with statutory obligations or the infringement of third parties’ intellectual property rights.

 
Force Majeure
Neither of the parties can be held to perform any obligation if a circumstance that lies beyond the control of the parties and that could not or should not already have been foreseen at the conclusion of the Agreement nullifies every reasonable possibility of performance. Force majeure shall also (but not exclusively) include: failures of public infrastructure that is normally available to Zentic and on which the delivery of the Services depends, but over which Zentic can exercise no actual control or contractual obligation of performance, such as the operation of the registries of IANA, RIPE or SIDN, and all networks on the internet with which Zentic has not concluded a contract; failures in the infrastructure and/or Services of Zentic caused by computer crime, for example (D)DOS attacks or attempts, whether or not successful, to circumvent the network security or system security; shortcomings of suppliers of Zentic that Zentic could not foresee and for which Zentic cannot hold its supplier liable, for example because the supplier in question was (likewise) affected by force majeure; government measures; strikes; wars; terrorist attacks and domestic unrest. If a force majeure situation lasts longer than three months, each of the parties has the right to rescind the Agreement In Writing. What has already been performed under the Agreement shall in that case be settled proportionately, without the parties otherwise owing each other anything.

Force majeure shall also (but not exclusively) include: … pandemics, epidemics and other large-scale health crises.
 
Confidentiality
The parties shall treat information that they provide to each other before, during or after the performance of the Agreement as confidential where such information has been marked as confidential or where the receiving party knows or ought reasonably to suspect that the information was intended to be confidential. The parties shall also impose this obligation on their employees as well as on third parties engaged by them for the performance of the Agreement. Zentic shall not take cognizance of data that the Client stores and/or distributes via Zentic’s systems, unless this is necessary for the proper performance of the Agreement or Zentic is obliged to do so pursuant to a statutory provision or court order. In that case, Zentic shall use its best efforts to limit the taking of cognizance of the data as much as possible, insofar as this lies within its power. The obligation of confidentiality shall also continue to exist after termination of the Agreement for whatever reason, and indeed for as long as the disclosing party can reasonably lay claim to the confidential nature of the information.
 

Term and Termination

The term of the Agreement is the period required for the delivery of the Services.
If the Agreement concerns a Subscription, it is entered into for an initial term of one (1) year, unless otherwise agreed.

If a fixed term has been agreed, the Agreement cannot be terminated prematurely, except on a statutory or contractually agreed ground for termination.
Upon expiry of the initial contract term, the Subscription is automatically converted into an agreement for an indefinite period, which may be terminated by either party at any time subject to a notice period of one (1) month.

Zentic is entitled to suspend or terminate the Agreement, in whole or in part, In Writing and with immediate effect, if one or more of the following circumstances arise:

• the Client attributably fails to perform a material obligation;

• the bankruptcy of the Client has been petitioned for or declared;

• the Client applies for a suspension of payments;

• the business or activities of the Client are discontinued or liquidated.

If Zentic suspends its obligations, it retains all claims under the law and the Agreement, including the right to payment for Services already delivered or suspended.
Upon termination or rescission of the Agreement, all claims of Zentic against the Client become immediately due and payable.

Data After Termination

After termination of the Agreement, the data of the Client hosted by Zentic remains available for a maximum of thirty (30) days, solely for the purpose of making a back-up or export by the Client.

After this retention period has expired, Zentic is entitled to delete all stored data, accounts and associated back-ups permanently and irreversibly.
After deletion, restoration is no longer possible.

Securing data before the end of the retention period is solely the responsibility of the Client, unless otherwise agreed in writing.

Upon request, Zentic may, for a fee, provide assistance with exporting or migrating data.

Procedure After Termination

After the retention period has expired, Zentic is entitled to:

• cancel all of the Client’s accounts;

• delete all stored data;

• permanently terminate access to systems.

The deletion of data takes place without special precautions to enable restoration.

 
Order of Precedence and Amendment of Terms
Zentic reserves the right to amend or supplement the Services and these Terms and Conditions. Amendments also apply with respect to Agreements already concluded, subject to a period of 30 days after announcement of the amendment. Amendments shall be announced on the Zentic Website, or by e-mail to the Client, or through another channel by which Zentic can prove that the announcement has reached the Client. Non-substantive amendments of subordinate importance may be implemented at any time and do not require notification. If the Client does not wish to accept an amendment, the Client must communicate this to Zentic In Writing, with reasons, within two weeks after announcement. Zentic may then reconsider the amendment. If Zentic does not thereupon withdraw the amendment, the Client may terminate the Agreement as from the date on which the new terms take effect. Provisions relating to specific Services shall, where applicable, take precedence over general provisions relating to all services. Further arrangements between Zentic and the Client shall prevail over these Terms and Conditions only if they are In Writing and if this is expressly stipulated, or was unmistakably the intention of both parties.
 
Miscellaneous Provisions
Dutch law applies to the Agreement. Insofar as the rules of mandatory law do not prescribe otherwise, all disputes that may arise in connection with the Agreement shall be submitted to the competent Dutch court for the district in which Zentic is established. If any provision of the Agreement proves to be null and void, this shall not affect the validity of the Agreement as a whole. In that case, the parties shall establish (a) new provision(s) in replacement, by which the intention of the original Agreement and Terms and Conditions is given shape as far as legally possible. Information and communications, including price indications, on the Zentic Website are subject to programming and typographical errors. In the event of any inconsistency between the Website and the Agreement, the Agreement shall prevail. The log files and other administration of Zentic, whether or not electronic, constitute full proof of the assertions of Zentic, and the version received or stored by Zentic of any (electronic) communication shall be deemed authentic, subject to counter-evidence to be provided by the Client. The parties shall always notify each other In Writing without delay of any changes in name, postal address, e-mail address, telephone number and, if requested, bank or giro number. Each party is only entitled to transfer its rights and obligations under the Agreement to a third party with the prior written consent of the other party. This consent is, however, not required in the event of a company takeover or the acquisition of the majority of the shares of the party in question.

Price Indexation (CPI – suitable for B2C/B2B)

1. Annual indexation. Zentic is entitled to index the rates applicable at that moment annually on 1 January on the basis of the CBS-published Consumer Price Index (CPI, All households; or its legal successor).

2. Method. The adjustment follows the percentage year-on-year change in the CPI over the past calendar year. Formula: new rate = current rate × (CPI year t−1 ÷ CPI year t−2).

3. No right of termination upon indexation. This objective indexation does not count as a price increase that gives the Client a special right of termination.

4. Notification. Zentic informs the Client at least 30 days before the effective date.

   
   

Rounding – After application of the annual indexation, amounts are rounded neutrally to the nearest €1,00 (or €0,50). The rounding never deviates by more than €0,50 from the calculated index amount and is symmetrical (i.e. not rounded up by default).

(Note: rounding forms part of the objective method as laid down in these terms and conditions.)
https://ondernemersplein.overheid.nl/geldzaken-en-belastingen/cashflow/stappenplan-prijs-indexeren-met-een-cbs-prijsindex