Article 1 General

1.1. In these general terms and conditions, the following terms are used in the following meanings:
– Client: the legal entity or the person representing this legal entity with whom Servermeister has entered into an agreement, or to whom ServerMeister.nl has issued a quotation to which these general terms and conditions apply.
– ServerMeister.nl: Servermeister, with its principal place of business and registered office in (1032LA) Amsterdam at Kropaarstraat 1B and registered with the Chamber of Commerce under number 65950755.
– Agreement: the agreement between Servermeister and Client, of which these general terms and conditions are an integral part.
1.2. These general terms and conditions apply to all offers, agreements and factual legal relationships of Servermeister to which Servermeister has declared these general terms and conditions applicable.
If Client accepts the terms and conditions, the terms and conditions will also apply to all future agreements between Client and Servermeister.
1.3. These general terms and conditions also apply to agreements in which Servermeister involves third parties for the purpose of the execution of the agreement.
1.4. The terms and conditions used by the Client do not apply, unless and insofar as they have been expressly accepted in writing by Servermeister. Deviation from the general terms and conditions is only possible if the parties have expressly agreed to this in writing in advance.
1.5. Void or voidable provisions do not affect the validity and force of other provisions. The null and void or voided provision(s) will be replaced by new, legally permissible provision(s) that are consistent with the purpose and purport of the null and void or voided provision(s).
1.6. Situations that are not regulated in these general terms and conditions, or about which there is ambiguity, must be assessed according to the spirit and purpose of these general terms and conditions.

Article 2 Quotations and agreements

2.1. Quotations from Servermeister are without obligation and have a term as much as possible. If a quotation is not provided with a deadline, the period for acceptance is thirty days. Quotations can undergo changes due to an unforeseen change in the work. Prices are exclusive of VAT and other government levies.

2.2. Servermeister cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error. Acceptance of a quotation with deviation on points (whether or not subordinate) is not possible.

2.3. The agreement between Servermeister and Client is concluded at the moment that the agreement sent by the Client with Servermeister’s quotation has been received and accepted by Servermeister or
from the moment that Servermeister commences the execution acts with the consent of the Client.

2.4. A confirmed assignment can be changed by means of a written description of the changes. Changes are only binding on Servermeister if they have been confirmed by him in writing. Changes may affect the agreed or expected time of completion of the assignment. The Client accepts such a delay in advance.

Article 3 Fees and payments

3.1. The Client must pay a fee based on the services agreed and laid down in the Agreement or for the services provided.
3.2. Servermeister reserves the right to change rates in the meantime and will notify Client of this thirty (30) days in advance. If the Client does not wish to accept the rate change, the Client has the right to object within seven (7) days before the rate change would take effect.
3.3. All invoices will be paid by the Client in accordance with the payment conditions stated on the invoice and in the Agreement. In the absence of specific conditions, Client will have to pay within a period of fourteen (14) days after the invoice date.
3.4. If the Client does not pay the amounts due within the agreed term, the Client will be in default without any form of notice of default being required and will owe statutory interest on the outstanding amount. Any resulting costs are for the account of the Client. When withdrawing payments, the services purchased by the Client will be suspended immediately, €25 will be charged per invoice in case of chargebacks.
3.5. If Client continues to fail to pay the claim after notice of default, Servermeister is entitled to hand over the claim, in which case Client will be liable for all costs that Servermeister will incur – in and out of court – in order to claim the fulfilment or dissolution of the agreement and/or damages. The extrajudicial collection costs will be deemed to amount to at least 15% of the amount due and at least € 250.
3.6. If the Client continues to fail to pay the claim after notice of default, all claims of Servermeister under the concluded Agreement are immediately, completely and immediately due and payable for the remainder of the term.
3.7. In the event of liquidation, bankruptcy or suspension of payment of the Client, the claims of Servermeister and the obligations of the Client towards Servermeister are immediately due and payable.
3.8 When the payment term has expired, the service in question will be suspended until it has been paid. The Client will not receive any compensation or rights for this.

Article 4 Performance of the agreement

4.1. Servermeister will provide the services to be provided in accordance with the specifications established in writing.
4.2. Delivery times provided by Servermeister are for information purposes only and are not binding. Delay in the execution of the order can never give rise to compensation or dissolution of the agreement.

4.3. Examples or models shown are for indication purposes only. The goods or services to be delivered may deviate from this unless it has been expressly agreed that they would be delivered in accordance with the example or model shown or provided.
4.4. The Client will always provide Servermeister with all necessary and/or usable data and information in a timely manner for the proper execution of the agreement and will provide all cooperation.
The Client guarantees the accuracy and completeness of the information provided by it. If the Client does not provide such data and information to Servermeister in a timely manner, Servermeister has the right to suspend the execution of the agreement and Servermeister has the right to charge the costs incurred as a result according to its usual rates. If it turns out that the information provided was incorrect or incomplete, the resulting costs will be borne by the Client.
4.5. Servermeister has the right to have certain or all activities carried out by third parties.
4.6. Servermeister shall perform the Agreement to the best of its knowledge and knowledge. All this on the basis of the state of science known at that time. The obligation that rests on Servermeister under the agreement can only be defined as a best-efforts obligation. With regard to advice, there can never be any guarantee.
4.7. After delivery of the agreed goods or services, Servermeister will repair any defects during one month after delivery, insofar as they are defects that do not meet the specifications agreed in writing and that are not caused by the actions of the Client.

Article 5 Availability of the services

5.1. Servermeister will make every effort to maximize the availability and usability of the Services. Servermeister will resolve any malfunctions as soon as possible.
5.2. Servermeister cannot guarantee that all services will be available to the Client and/or third parties at all times. The Client therefore indemnifies Servermeister any claim if the service is unavailable for a short and/or long period of time, except in the case of intent or gross negligence.

5.3. Servermeister is not liable for loss, exchange or damage of data due to the use of Servermeister’s services. Except for the legal liability in the event of careless handling, for which Servermeister has taken out a business liability insurance.

5.4. Any maintenance on the server may cause down-time, the Client will be informed about the maintenance in a timely manner. In the event of emergency maintenance, the Client will not be informed. Servermeister cannot be held responsible for lost income of the Client at times of maintenance.
5.5. Servermeister is entitled to adjust its material and its services. This includes opening hours and the software composition of the server of Servermeister.

Article 6 Obligations of the Client

6.1. The Client is obliged to respect all applicable laws and regulations when using the services of Servermeister.
6.2. Client will only use the purchased service in accordance with the rules, instructions and restrictions drawn up by Servermeister. The Client will never violate the privacy of third parties, discriminate against third parties or violate public orders. In particular, the Client shall: not violate the intellectual property rights of third parties, not distribute unlawful and/or criminal data, not attempt to gain access to computer systems for which he/she is not entitled (including the systems of ServerMeister.nl), refrain from penetrating other computers on the Internet without permission whereby the Client breaks any security or gains access by means of false keys and/or security holes and will refrain from sending unsolicited large amounts of e-mail with the same content.
6.3. The Client is at all times obliged to use the service provided in a way that does not impede the operation of ServerMeister.nl’s server and the provision of the services to others.
6.4. If Servermeister finds data on the rented space of the Client that is in violation of the general terms and conditions or Dutch law, ServerMeister.nl expressly reserves the right to delete this data without any consultation and to inform any government authorities about this.
6.5. Servermeister reserves the right to immediately deny Client access to Servermeister’s services if it appears or appears that Client does not comply with the content of these general terms and conditions and the applicable laws and regulations.
6.6. Client is responsible for the content of the rented and/or purchased space or the content of the rented and/or purchased domain(s) and the services and activities that Client develops through Servermeister’s service.
6.7. Servermeister will never be obliged to pay any form of compensation due to refusal of access to the service or removal of data on the basis of this article or any other article in these general terms and conditions.

Article 7 Application for domain names and/or other services

7.1. When registering a domain name, Servermeister will file the application for the domain in question with the responsible authority. If the responsible authority does not honor the request, Servermeister can never be held liable for this.

7.2. If a requested domain name is no longer available at the time Servermeister submits the application to the responsible authority and the domain name was available at the time the Client submitted the application to Servermeister, Servermeister cannot be held liable in any way for the inability to register a domain name.

7.3. Registration of the domain name takes place in the name of the Client. The Client is fully responsible for the use of the domain and the domain name. The client indemnifies Servermeister against any claim from third parties.

Article 8 Termination, dissolution and suspension

8.1. Agreements can only be terminated prematurely by the Client with the consent of Servermeister and in accordance with the content of this article and/or the provisions in the Agreement. Termination must be made in writing.
8.2. The Client may terminate an agreement before Servermeister has started its execution if the Client compensates the damage caused as a result. In any case, the damage can consist of reserved working time. If the Client terminates an assignment with the permission of Servermeister, while Servermeister has already started the execution of the assignment, the Client is obliged to reimburse all costs incurred and hours worked up to that point.
8.3. If the Client terminates the assignment, it is also obliged to indemnify Servermeister against claims from third parties as a result of the termination of the assignment. The client must then pay the remaining contract period in the same month of the termination. If the Client still makes a payment, the service will be tacitly extended by the period stated in 9.1.
8.4. Each of the parties has the right, without prejudice to the other provisions in this regard, to dissolve the agreement in whole or in part without judicial intervention with immediate effect by means of a written statement to the Client as soon as bankruptcy, suspension of payments and/or seizure of the party in question is imminent or actually takes place or if the company of one of the parties is liquidated, Netherlands or cease its current activities. In that case, claims from Servermeister become immediately due and payable without a summons, notice of default or judicial intervention.
8.5. Without prejudice to the provisions elsewhere in these terms and conditions, the parties are entitled to dissolve an agreement without judicial intervention if the other party, even after written demand with a reasonable period for correction, fails to comply with its obligations under this agreement.

8.6. Without prejudice to its statutory suspension rights, Servermeister will have the right to suspend the concluded agreement in the event of an attributable failure of the Client with regard to its payment obligation, or if there is a fear that the Client will have failed in its payment obligation, or if it becomes aware of circumstances as a result of which Servermeister can no longer reasonably be expected to comply with the agreement, or to dissolve it in whole or in part, without judicial intervention, at the discretion of Servermeister. In such a case, no right to compensation arises for the Client.

8.7. In the event of suspension, Servermeister will act in phases and take into account the legitimate interests of the Client. Services will be phased out or limited in order to induce Client to pay. Servermeister will notify the Client of any disabling or restriction in writing or electronically.

Article 9 Term of agreement and termination

9.1. Agreements are entered into for a definite period of time with automatic extension unless the nature of the agreement dictates otherwise and unless the parties agree otherwise. Agreements have a minimum term of twelve (12) months. If the parties do not agree on a term, the term of the agreement is automatically twelve (12) months or twenty-four (24) months.

9.2. After the expiry of the term of the agreement, the agreement will always be continued for a consecutive, same period, unless one of the parties terminates the agreement in writing at least two (2) months before the end of the term.

9.3 If the Client does not pay the invoice on time or within the period set on the invoice, the contract will be terminated and the remaining instalments will have to be paid in one go for final discharge of the agreement.

Article 10 Retention of title and intellectual property

10.1. All services provided to the Client (digital, of course, licenses provided) remain the property of Servermeister until all amounts due have been paid to ServerMeister.nl.
10.2. All intellectual property rights to the items that Servermeister provides to the Client (including explicitly but not limited to copyright) rests and remains vested in Servermeister. With regard to these items, the Client only acquires a right of use.

10.3. With regard to the matters described in paragraph 2, the Client will only acquire the rights of use and powers granted to it by these terms and conditions and the agreement concluded. The rights of use granted are not transferable. The client is not (or no longer) permitted to use the results made available and any licence granted to the client in the context of the assignment will lapse from the moment that the client fails to (fully) fulfil its (payment) obligations under the agreement or is otherwise in default, unless the client’s shortcoming is of minor importance in the light of the entire assignment; or if, for whatever reason, the assignment is terminated prematurely, unless the consequences of this are contrary to reasonableness and fairness.
10.4. Unless the work does not lend itself to it, Servermeister is at all times entitled to mention its name on or with the work and the Client is not allowed to remove Servermeister’s name from the work without prior permission.
10.5. Servermeister reserves the right to take measures to protect its intellectual property rights.

Article 11 Confidentiality and privacy

11.1. All confidential information will be kept secret by the Client and Servermeister. Neither party will exchange confidential information with third parties.
11.2. The Client gives Servermeister permission to process and use the personal data provided by it for the purpose of services and the fee for this. This data will always be managed and secured with care.
11.3. Client can request access to the data stored about him at Servermeister.
11.4. The Client agrees that his personal data will be processed for market research and direct marketing for the services of ServerMeister.nl, with due observance of the applicable statutory regulations. If the Client objects to this arrangement, he can make this known to Servermeister in writing at any time.
11.5. Servermeister will try to secure personal data as well as possible and try to prevent loss. However, Servermeister cannot guarantee this. The Client therefore indemnifies Servermeister against any claim in the event of loss
personal data.

Article 12 Liability of Servermeister

12.1. Servermeister cannot be held liable for damage caused by the loss and/or damage of any data of the Client that occurred during maintenance and/or a malfunction. Servermeister cannot be held liable for lost revenue due to a downtime of services. Servermeister is not responsible for the loss of any data and/or e-mail. The Client indemnifies Servermeister from any liability with regard to these points.
12.2. Servermeister can expressly not be liable for damage, of whatever nature, caused by Servermeister relying on incorrect and/or incomplete information provided by or on behalf of the Client.
12.3. Servermeister is only liable for direct damage caused by an attributable failure of Servermeister in the fulfilment of any essential obligation incumbent on it towards the Client. Direct damage is exclusively understood to mean:
a) the reasonable costs that Client would have to incur to have Servermeister’s performance comply with the agreement. However, this damage will not be compensated if the Client has dissolved the agreement;
b) reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these conditions;
c) reasonable costs incurred to prevent or limit damage, insofar as Client demonstrates that these costs have led to the limitation of direct damage within the meaning of these terms and conditions.
A condition for the existence of any right to compensation is always that the Client reports the damage to Servermeister in writing as soon as possible after it has arisen.
12.4. Servermeister is in no way liable for commercial, consequential or indirect damage such as loss of turnover and profit, or damage as a result of force majeure, except for intent, gross negligence or deliberate recklessness on the part of Servermeister or its managerial subordinates.
12.5. If Servermeister’s liability for damage to the Client is to be assumed, the liability will be limited to the amount invoiced by Servermeister for the service(s) purchased. If Servermeister’s insurer does not pay any compensation, Servermeister’s liability is limited to a maximum of the amount of the price stipulated for that agreement. If the agreement is a continuing performance agreement with a term of more than one year, the total compensation for direct damage will be equal to the total of the compensation stipulated for one year, with a maximum of €1,000.00.
12.6. The maximum amounts set in paragraph 5 will lapse if the damage is unmistakably the result of intent or gross negligence on the part of Servermeister.
12.7. The Client indemnifies Servermeister against all claims from third parties that are in any way related to this agreement, including the costs to be incurred by ServerMeister.nl in connection therewith.

Article 13 Force majeure

13.1. Servermeister is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and is not for its account under the law, a legal act or generally accepted practice. Servermeister can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without being obliged to compensate the other party.
13.2. If the above-mentioned situation occurs when the agreement has been partially executed, the Client is obliged to fulfil its obligations towards ServerMeister.nl up to that moment. Servermeister is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.
13.3. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Servermeister cannot exert any influence, but as a result of which Servermeister is unable to fulfil its obligations. Strikes in the company of Servermeister or third parties, malfunctions and/or accidents in the data center, cable breaks in the connections, theft, telephone failures and malfunctions in any equipment of ServerMeister.nl included. ServerMeister.nl also has the right to invoke force majeure if the circumstance that prevents (further) compliance with the agreement occurs after Servermeister should have fulfilled its obligation.

Article 14 Complaints
14.1. Any complaints must be submitted to Servermeister within 10 working days of the invoice date, stating reasons and in writing.
14.2. If a complaint is justified in the opinion of Servermeister, Servermeister will cease the work as agreed, unless the Client can demonstrate to Servermeister that this is important. In any case, Servermeister will only be liable within the limits of article 12 of these general terms and conditions or full indemnification from the Client.

Article 14 Other

14.1. The general terms and conditions can be downloaded from the internet pages of https://www.servermeister.nl or can be sent by letter or e-mail on request.
14.2. All agreements between Servermeister and Client to which these general terms and conditions apply are governed by Dutch law.
14.3. All disputes between Servermeister and Client that may arise and about which a solution cannot be reached in mutual consultation, will be submitted exclusively to the competent court in the district of Amsterdam. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.