These General Terms and Conditions apply to any offer or quotation by Zentic in respect of Services and form an integral part of any Agreement between Zentic and the Customer. Provisions or conditions set by the Customer that deviate from, or do not appear in, these General Terms and Conditions are only binding on Zentic if and insofar as they have been expressly accepted In Writing by Zentic.
Capitalised terms have the meaning set out in the first article.
Definitions of terms used
In these terms and conditions, the following definitions shall apply:
Zentic: the company Zentic, established in Assen and registered with the Chamber of Commerce under file number 72067527.
Zentic Website: Zentic's website, accessible via the domain https://zentic.io.
Subscription: the Agreement under which one or more of the parties undertakes to perform services continuously or repeatedly over a certain period of time (e.g. a 12-month hosting contract).
Account: the right to access a user interface through which Customer can manage and configure (certain aspects of) the Services, as well as the configuration(s) and the files stored for Customer itself.
General terms and conditions: the provisions of the present document.
Customer: the natural person or legal entity with whom Zentic has entered into an Agreement. It also means the person who is or is negotiating with Zentic about it, as well as his representative(s), agent(s), assignee(s) and heirs.
Services: the products and/or services to be provided by Zentic to Customer pursuant to an Agreement.
Materials: all works, such as websites and (web) applications, software, house styles, logos, folders, 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 and files or data carriers (whether coded or not) on which the Materials are located.
Agreement: any agreement between Zentic and Customer pursuant to which Zentic provides Services to Customer.
Written: in addition to paper writings, e-mail and communication by fax, provided that the identity of the sender and the integrity of the message are sufficiently established.
Increased Risk Applications: applications where an error in the Services could result in death or serious injury, serious environmental damage or loss of (personal) data with very high consequential damage. Examples of Elevated Risk Applications are: transport systems where an error may result in trains derailing or aircraft crashing; medical systems where an error may result in a patient not receiving treatment or receiving the wrong treatment; systems on which a substantial part of the population depends for the allocation of crucial government services, such as DigiD; systems in which (a large amount of) medical data or other special data within the meaning of the General Data Protection Regulation, or otherwise very sensitive data are stored.
Contract closure
Customer can apply for the Services directly from the Zentic Website. The Agreement arises when the e-mail (automatically generated or otherwise) from Zentic confirming and accepting the application is sent. If the Customer is a consumer, the Customer has a period of fourteen days from the moment the order is placed to dissolve the Agreement In Writing and free of charge.
Execution of the Agreement
After the formation of the Agreement, Zentic will perform the Agreement to the best of its ability and with due care and skill. Zentic will make every effort to achieve good quality and uninterrupted availability of Services and associated systems and networks, and to achieve access to data stored by the Customer with these. However, Zentic offers no guarantees regarding quality or availability, unless otherwise agreed in the offer by means of a Service Level Agreement (SLA) designated as such. Delivery periods stated by Zentic are always indicative, except where the applicable SLA states periods that cannot be construed as anything other than an obligation to achieve a result. If and to the extent required for the proper performance of the Agreement, Zentic has the right to have certain activities performed by third parties. Any related unexpected additional costs shall be borne by the Customer, unless otherwise agreed. These General Terms and Conditions also apply to work performed by third parties in the context of the Agreement. If so agreed, Zentic will provide Customer with access to an Account. The Account will be accessible by entering a password and user name. Every action that takes place through the Customer's Account or an Account created by the Customer is deemed to have taken place under the responsibility and at the risk of the Customer. If the Customer suspects or should reasonably suspect or know that abuse of an Account is taking place, the Customer must report this to Zentic as soon as possible so that it can take measures. Zentic shall keep itself available to provide a reasonable level of remote customer support by telephone and email, during regular business hours, to the extent that the applicable SLA does not provide otherwise. All changes to the Agreement, either at the request of Customer or as a result of the fact that a different performance is necessary due to any circumstances whatsoever, shall be considered as additional work if they involve additional costs and to the extent that they involve less costs as less work. These shall be invoiced to Customer accordingly.
Obligations of Customer
The Customer is obliged to do and refrain from doing everything that is reasonably necessary and desirable to enable the timely and correct performance of the Agreement. In particular, the Customer shall ensure that all data which Zentic indicates to be necessary or which the Customer should reasonably understand to be necessary for the performance of the Services are provided to Zentic in good time. The period within which Zentic must perform the Agreement does not commence until all requested and required data has been received by Zentic. If the Customer knows or can suspect that Zentic will have to take certain (additional) measures to be able to fulfil its obligations, the Customer shall immediately inform Zentic thereof. This obligation applies for example if the Customer knows or should foresee that there will be an extraordinary peak in load on Zentic's systems, which in all probability could cause unavailability of the Services. This applies all the more if the Customer knows that Services are also provided to others via the same systems that Zentic uses to provide Services to the Customer. After warning, Zentic will make every effort to prevent unavailability of the Services. Unless expressly agreed otherwise in writing, any reasonable additional costs incurred in doing so may be charged to Customer. Under no circumstances may Customer use the Services for Increased Risk Applications. If the Customer requires any licence or other permission from governmental bodies or third parties for the specific use he gives or intends to give to the Services, the Customer must himself take care of obtaining it. Customer warrants to Zentic that it holds all permits and/or consents necessary for Customer's use of the Services.
Rules of conduct and notice/takedown
The Customer is prohibited from using the Services to violate Dutch or other laws or regulations applicable to the Customer or Zentic or to infringe the rights of others. It is prohibited (whether lawful or not) by Zentic from offering or distributing Materials using the Services that:
- are unmistakably primarily intended to assist in violating the rights of third parties, such as websites with (exclusively or primarily) hacking tools or explanations of computer crime that are apparently designed to enable the reader to commit (or have committed) the described criminal behaviour and not to be able to defend themselves against it;
- are unequivocally defamatory, libelous, offensive, racist, discriminatory or hateful;
- contain child pornography or bestiality pornography or are apparently aimed at helping others find such materials;
- constitute a violation of the privacy of third parties, including at least but not limited to the dissemination of third parties' personal data without consent or necessity or repeatedly harassing third parties with communications unwanted by them;
- contain hyperlinks, torrents or references to (sources of) material that clearly infringe copyright, related rights or portrait rights;
- contains unsolicited commercial, charitable or idealistic communications;
- contains malicious content such as viruses or spyware.
Distribution of pornographic Materials via the Services is not allowed. The Customer refrains from hindering other customers or internet users or causing damage to Zentic's or other customers' systems or networks. The Customer is prohibited from starting up processes or programmes, whether or not via Zentic's systems, of which the Customer knows or can reasonably suspect that this will hinder or damage Zentic, its customers or internet users. If in the opinion of Zentic there is a nuisance, damage or other danger to the functioning of the computer systems or the network of Zentic or third parties and/or to the provision of services via the Internet, in particular due to excessive sending of email or other data, denial-of-service attacks, poorly secured systems or activities of viruses, Trojans and similar software, Zentic is entitled to take all measures that it reasonably considers necessary to avert or prevent this danger. Zentic may recover the costs reasonably necessary associated with these measures from the Customer if the Customer can be blamed for the cause. When Zentic receives a complaint about violation of this article by the Customer, or observes that this appears to be the case, Zentic will inform the Customer of the complaint or violation as soon as possible. Customer will respond as soon as possible, after which Zentic will decide how to proceed. If Zentic is of the opinion that a violation has occurred, it will block access to the Material concerned, however without permanently removing this Material (unless this proves technically impossible, in which case Zentic will make a back-up). Zentic will endeavour not to touch any other Materials in the process. Zentic will inform Customer of any measures taken as soon as possible. Zentic is at all times entitled to report any criminal offences observed. Furthermore, Zentic is entitled to hand over the Customer's name, address and other identifying data to a third party who complains that the Customer is infringing its rights or these General Terms and Conditions, provided that the accuracy of that complaint is sufficiently plausible in all reasonableness and the third party has a clear interest in handing over the data. Although Zentic endeavours to act as reasonably, carefully and adequately as possible following complaints about the Customer, Zentic shall never be obliged to compensate any damage resulting from action as referred to in this article. The Customer is not allowed to resell the Services.
Requesting domain names
Application, assignment and possible use of a domain name depend on and are subject to the applicable rules and procedures of the relevant registering authorities, such as the Stichting Internet Domeinregistratie Nederland in the case of .nl domain names. The relevant body decides on the allocation of a domain name. Zentic only plays a mediating role in the application and does not guarantee that an application will be honoured. The Client can only learn the fact of registration from Zentic's confirmation, which states that the requested domain name has been registered. An invoice for registration fees is not confirmation of registration. Customer indemnifies and holds Zentic harmless for all damages related to (the use of) a domain name on behalf of or by Customer. Zentic is not liable for the loss by Customer of its right(s) to a domain name or for the fact that the domain name is applied for and/or obtained by a third party in the interim, except in case of intent or deliberate recklessness of Zentic. Customer must comply with the rules set by registration authorities for application, assignment or use of a domain name. Zentic will refer to these rules during the registration procedure. Zentic has the right to make the domain name inaccessible or unusable or to transfer it to its own name if the Customer is demonstrably in default in the performance of the Agreement, but only for the period that the Customer is in default and only after expiry of a reasonable term for performance set in a written notice of default. In the event of dissolution of the Agreement for default by the Customer, Zentic is entitled to terminate a Customer's domain name subject to two months' notice.
Storage and data limits
Zentic may cap the amount of storage space or data traffic per month that Customer may or can actually use under the Services. Should the Customer exceed the applicable limits, Zentic may, after sending at least one warning message to the Customer regarding the excess, unilaterally convert the Customer's Subscription to a Subscription within which the storage and data traffic does fit. No liability exists for consequences of inability to send, receive, store or modify data if an agreed limit for storage space or data traffic is exceeded.
Intellectual property rights
All intellectual property rights to all Materials developed or made available by Zentic under the Agreement belong exclusively to Zentic or its licensors. The Customer only acquires the rights of use and powers expressly granted in these General Terms and Conditions, the Agreement or otherwise in Writing and the Customer shall not otherwise reproduce or disclose these Materials. The foregoing is an exception if it is unmistakable that Customer has been inadvertently omitted to explicitly grant such a right. Delivery of source code of Materials is, however, at all times only mandatory if explicitly agreed. Unless otherwise agreed in writing, the Customer is not allowed to remove or change any indication concerning copyrights, brands, 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 Customer is not allowed to remove or evade this protection, except if and insofar as mandatory law provides otherwise.
Prices
Unless expressly stated otherwise for an amount, all prices quoted by Zentic are exclusive of turnover tax and other government levies. If a price is based on information provided by the Customer and this information turns out to be incorrect, Zentic has the right to adjust the prices accordingly, even after the Agreement has been concluded. If the Agreement concerns a Subscription, Zentic is entitled to change the applicable rates once a year. Price changes are subject to the same conditions and procedures as changes to the Services and to these General Terms and Conditions.
Payment terms
Zentic will invoice the amounts owed by the Customer to the Customer. In doing so, Zentic may issue electronic invoices. Zentic is entitled to invoice amounts due periodically prior to the delivery of the Services. The payment term of an invoice is 14 days after the invoice date, unless otherwise agreed in Writing. If Customer has not paid in full after 14 days after the payment term, he is automatically in default without notice of default being required. If Customer is in default, this will have the following consequences:
- Statutory interest is due on the outstanding amount;
- Customer will owe €7.50 administrative costs for each reminder letter and reminder;
- The websites and other Materials hosted for Customer may be made inaccessible until outstanding amounts, interest and the like are paid.
Unless the Customer is a consumer, recourse by the Customer to suspension, set-off or deduction is not permitted. In case the Customer fails to fulfil any obligation under the Agreement, Zentic is entitled, without any notice of default, to take back goods delivered in addition to suspension of Services, without prejudice to Zentic's right to compensation for damage, lost profit and interest.
Liability
Zentic shall not be liable in the context of the formation or performance of the Agreement except in the cases mentioned below, and at most up to the limits stated therein. Zentic's total liability for damage suffered by the Customer as a result of an attributable failure by Zentic to perform its obligations under the Agreement, expressly including any failure to perform a guarantee obligation agreed on with the Customer, or as a result of an unlawful act by Zentic, its employees or third parties engaged by it, is limited per event or a series of related events to an amount equal to the total of the fees (excluding VAT) that the Customer will owe under the Agreement, or, if the Agreement has a duration of more than six (6) months, an amount equal to the fees paid by the Customer in the last six (6) months. In no case, however, shall the total compensation for direct damage exceed ten thousand (10,000) euros (excluding VAT). Zentic is explicitly not liable for indirect damage, consequential damage, loss of profit, missed savings and damage due to business interruption. Zentic's liability for attributable failure in the performance of the Agreement shall only arise if the Customer immediately and properly gives Zentic notice of default in Writing, setting a reasonable term to remedy the failure, and Zentic continues to fail imputably in the performance of its obligations even after that term. The notice of default must contain as detailed a description as possible of the default, so that Zentic is able to respond adequately. The notice of default must be received by Zentic within 30 days of the discovery of the damage. The exclusions and limitations referred to in this article lapse if and to the extent that the damage is the result of intent or deliberate recklessness on the part of Zentic's management. Customer shall be liable to Zentic for damage caused by a fault or shortcoming attributable to him. The Customer indemnifies Zentic against claims relating to failure to comply with the rules of conduct set out in these General Terms and Conditions when using the Services by or with the consent of the Customer. This indemnification also applies in respect of persons who, although not employees of the Customer, nevertheless used the Services under the responsibility or with the consent of the Customer.
Force majeure
Neither of the parties can be held to fulfil any obligation if a circumstance beyond the control of the parties, which could not or should not already have been foreseen at the conclusion of the Agreement, nullifies any reasonable possibility of fulfilment. Force majeure includes (but is not limited to): failures of public infrastructure that is normally available to Zentic, and on which the provision of the Services depends, but over which Zentic cannot exercise any actual power or contractual performance obligation, such as the operation of the registries of IANA, RIPE or SIDN, and all networks in the Internet that Zentic has not contracted with; failures in Zentic's infrastructure and/or Services caused by computer crime, for example (D)DOS attacks or successful or unsuccessful attempts to circumvent network or system security; shortcomings of Zentic's suppliers, which Zentic could not foresee and for which Zentic cannot hold its supplier liable, for example because the supplier in question was (also) subject to force majeure; government measures; strikes; wars; terrorist attacks and civil commotion. If a force majeure situation lasts longer than three months, each of the parties has the right to dissolve the Agreement In Writing. What has already been performed under the Agreement shall in that case be settled proportionally, without the parties owing each other anything else.
Secrecy
Parties will keep confidential any information they provide to each other before, during or after the performance of the Agreement if this information is marked as confidential or if 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 as well as third parties engaged by them for the performance of the Agreement. Zentic will not take cognisance of data that the Customer stores and/or disseminates through 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 such a case, Zentic will make every effort to limit knowledge of the data as much as possible, insofar as this is within its power. The obligation of confidentiality continues even after the termination of the Agreement for whatever reason, and for as long as the providing party can reasonably claim that the information is confidential.
Duration and termination
The duration of the Agreement is that period of time necessary to provide the Services. If the Agreement is a Subscription, it is entered into for a term of one year. If a fixed term has been agreed for the Subscription, neither party may unilaterally terminate the Agreement before the term has expired, except if a special ground for termination applies, as detailed below. In the absence of timely termination, a Subscription will be converted to one for an indefinite term after the expiry of the first contract term. Notice of termination can be given at any time with a notice period of one month. Zentic may immediately suspend or terminate the Agreement in Writing if at least one of the following special grounds applies:
- Customer is in default in respect of a material obligation;
- Customer's bankruptcy has been filed;
- Customer has filed for suspension of payments;
- Customer's business is terminated or liquidated.
If Zentic suspends performance of its obligations, it retains its claims under the law and the Agreement, including the claim to payment for the Services that have been suspended. If the Agreement is terminated or dissolved, Zentic's claims against the Customer are immediately due and payable. In case of dissolution of the Agreement, amounts already invoiced for Services performed shall remain due, without any obligation to undo them. In the event of dissolution by the Customer, the Customer may only dissolve that part of the Agreement that has not yet been performed by Zentic. If the dissolution is imputable to the Customer, Zentic is entitled to compensation for the damage caused directly and indirectly as a result.
Procedure after termination
After termination of the Agreement, as a result of cancellation or dissolution, Zentic is entitled to immediately delete or make inaccessible all stored data and close all Customer Accounts. Deletion of data stored for Customer is always done without special precautions to make the deletion irreversible. This means, for example, pressing "delete" in a (standard) operating system.
Rank and change conditions
Zentic reserves the right to amend or supplement the Services and these General Terms and Conditions. Amendments also apply in respect of Agreements already concluded subject to a period of 30 days after the announcement of the amendment. Changes will be announced on the Zentic Website, or by e-mail to Customer, or any other channel through which Zentic can prove that the announcement has reached Customer. Non-substantive changes of minor importance may be made at any time and do not require notice. If the Customer does not wish to accept a change, the Customer must inform Zentic of this in Writing, giving reasons, within two weeks of the announcement. Zentic may then reconsider the change. If Zentic does not subsequently withdraw the change, the Customer can terminate the Agreement by this date until the date on which the new terms and conditions come into force. Provisions pertaining to specific Services, if applicable, take precedence over general provisions pertaining to all Services. Further agreements between Zentic and the Customer only prevail over these General Terms and Conditions if they are in Writing and if that is expressly stipulated, or was unmistakably the intention of both parties.
Other provisions
The Agreement is governed by Dutch law. Unless otherwise prescribed by the rules of mandatory law, all disputes that may arise in connection with the Agreement will be submitted to the competent Dutch court for the district in which Zentic has its registered office. If any provision of the Agreement turns out to be void, this shall not affect the validity of the Agreement as a whole. In that case, the Parties will determine (a) new provision(s) to replace it(them), with which the intention of the original Agreement and General Terms and Conditions will be given shape as much as legally possible. Information and notices, including price indications, on the Zentic Website are subject to programming and typing errors. In case of any inconsistency between the Website and the Agreement, the Agreement shall prevail. Zentic's log files and other records, electronic or otherwise, constitute full proof of Zentic's statements and the version of any communication, electronic or otherwise, received or stored by Zentic is deemed to be authentic, subject to evidence to the contrary to be provided by the Customer. The Parties shall always promptly inform each other In Writing of any changes in name, postal address, email address, telephone number and, if requested, bank or giro account number. Each Party shall only be entitled to transfer its rights and obligations under the Agreement to a third party with the prior Written consent of the other Party. However, such consent is not required in the case of company takeover or acquisition of the majority of the shares of the party concerned.
