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These General Terms and Conditions apply to any offer or quotation made by Service Provider in respect of Services and form an integral part of any Agreement between Service Provider and Customer. Provisions or conditions set by the Customer which deviate from, or do not appear in, these General Terms and Conditions are only binding on Service Provider if and insofar as they have been expressly accepted In Writing by Service Provider. Capitalized terms shall have the meaning set out in the first clause.

Article 1. Definitions of terms used

In these terms and conditions, the following definitions shall apply:
Service Provider: the company Hostxls, established in Zoetermeer and registered with the Chamber of Commerce under file number 87758121 in the name of Bewogenzorg B.V. Netherlands

Service Provider Website: the website of Service Provider, accessible via the domain https://hostxls.com/
Subscription: the agreement under which one or more of the parties undertakes to perform services continuously or repeatedly for a certain period of time (e.g. a 12-month hosting contract).
Account: the right to access a user interface that allows Customer to 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 contained in the present document.
Customer: the natural person or legal entity with whom Service Provider has entered into an Agreement. It also means the person who is or is negotiating with the Service Provider, as well as its representative(s), authorised representative(s), assignee(s) and heirs.
Services: the products and/or services that Service Provider will provide to Customer under 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 or not encoded) on which the Materials are located.
Agreement: any agreement between Service Provider and Customer under which Service Provider 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 can lead to death or serious injury, serious environmental damage or loss of (personal) data with very high consequential damage. Examples of Applications with Increased Risk 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.

Article 2. Contracting

2.1 Customer can apply for the Services directly from the Service Provider Website. The Agreement arises at the time of sending the e-mail (whether or not automatically generated) from Service Provider confirming and accepting the application.
2.2 Agreements concluded are final. If Customer is a consumer, the delivery of Services with the express consent of Customer shall commence immediately after order.

Article 3. Execution of the Agreement

3.1. After the conclusion of the Agreement, Service Provider shall perform it to the best of its ability and with the application of sufficient care and skill.
3.2. Service Provider shall make efforts to achieve good quality and uninterrupted availability of Services and related systems and networks, and to achieve access to data stored by the Customer with them. However, Service Provider offers no guarantees on quality or availability, unless otherwise agreed in the offer by means of a Service Level Agreement (SLA) designated as such.
3.3. Delivery periods stated by the Service Provider are always indicative, except where the applicable SLA states periods that cannot be construed as anything other than an obligation to achieve a result.
3.4. If and to the extent required for the proper performance of the Agreement, the Service Provider has the right to have certain work performed by third parties. Any related unexpected additional costs shall be borne by Customer, unless otherwise agreed. These General Terms and Conditions also apply to work performed by third parties under the Agreement.
3.5. If so agreed, Service Provider will provide Customer with access to an Account. The Account will be accessible by entering a password and user name. Any 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 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 Service Provider as soon as possible so that it can take measures.
3.6. Service Provider shall make 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.
3.7. All changes to the Agreement, whether at the request of Customer or as a result of any circumstances necessitating a different performance, shall be considered as additional work if they involve additional costs and to the extent that they involve less costs as less work. These will be invoiced to Customer accordingly.

Article 4. Obligations of Customer

4.1. The Customer is obliged to do everything that is reasonably necessary and desirable to enable a timely and correct performance of the Agreement. In particular, the Customer shall ensure that all information which the Service Provider indicates is necessary or which the Customer should reasonably understand is necessary for the performance of the Services is provided to the Service Provider in a timely manner. The period within which Service Provider must perform the Agreement shall not commence until all requested and required data has been received by Service Provider.
4.2. If the Customer knows or can suspect that the Service Provider will have to take certain (additional) measures to be able to meet its obligations, the Customer shall inform the Service Provider thereof immediately. This obligation applies for example if the Customer knows or should foresee that an extraordinary peak in load on the systems of Service Provider will occur, which in any probability could cause unavailability of the Services. This applies all the more if Customer knows that Services are also provided to others via the same systems that Service Provider uses to provide Services to Customer. Service Provider shall, after warning, make every effort to prevent unavailability of the Services. Unless otherwise expressly agreed in Writing, any reasonable additional costs incurred in doing so may be charged to Customer.
4.3. Under no circumstances may Customer use the Services for Increased Risk Applications.
4.4. If the Customer requires any license or other permission from government agencies or third parties for the specific use he gives or intends to give to the Services, the Customer must himself take care to obtain it. Customer warrants to Service Provider that it holds all permits and/or consents necessary for Customer’s use of the Services.

Article 5. Rules of conduct and notice/takedown

5.1. By using the Services, Customer is prohibited from violating Dutch or other laws or regulations applicable to Customer or Service Provider or from infringing the rights of others.
5.2. Service Provider is prohibited (whether lawful or not) from offering or distributing Materials using the Services that:

  • are unmistakably primarily intended to assist others in violating the rights of others, such as websites containing (exclusively or primarily) hacking tools or explanations of computer crime that are apparently intended to enable the reader to commit (or cause the reader to commit) the described criminal conduct 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 manifestly intended to help others find such materials;
  • violate the privacy of third parties, which includes, but is not limited to, the dissemination of third parties’ personal data without permission or necessity or the repeated harassment of third parties with communications unwanted by them;
  • contain hyperlinks, torrents or references with (locations of) material that unmistakably infringe copyright, related rights or portrait rights;
  • contain unsolicited commercial, charitable or idealistic communications;
  • contain malicious content such as viruses or spyware.

5.3. Customer shall refrain from obstructing other customers or Internet users or causing damage to systems or networks of Service Provider or other customers. The Customer is prohibited from starting up processes or programs, whether or not via the systems of Service Provider, which the Customer knows or can reasonably suspect will hinder or damage Service Provider, its customers or Internet users.
5.4. If, in the opinion of Service Provider, a nuisance, damage or other danger arises to the functioning of the computer systems or the network of Service Provider or third parties and/or to the provision of 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, Service Provider shall be entitled to take all measures that it reasonably considers necessary to avert or prevent this danger. Service Provider may recover the costs reasonably necessary associated with these measures from Customer, if Customer can be blamed for the cause.
5.5. If Service Provider receives a complaint about breach of this clause by Customer, or itself observes that this appears to be the case, Service Provider shall notify Customer of the complaint or breach as soon as possible. Customer will respond as soon as possible, after which Service Provider will decide how to proceed.
5.6. If Service Provider is of the opinion that there is a violation, it will block access to the Material concerned, but without permanently removing this Material (unless this appears to be technically impossible, in which case Service Provider will make a backup). Service Provider shall endeavor not to touch any other Materials in the process. Service Provider will inform Customer of any measures taken as soon as possible.
5.7. Service Provider shall at all times be entitled to report detected criminal offenses.
5.8. Although Service Provider shall endeavor to act as reasonably, carefully and adequately as possible following complaints about Customer, Service Provider shall never be obliged to compensate for damages resulting from measures referred to in this article.
5.9. The Customer is permitted to resell the Services, but only in combination with or as part of the Customer’s own products or services and without disclosing the name of Service Provider as a supplier or subcontractor. Customer shall indemnify Service Provider against all claims by its customers. Service Provider may also take full action in the event of violations of these General Terms and Conditions by those customers.

Article 6. Application for domain names

6.1.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 authority decides on the allocation of a domain name.Service Provider only plays a mediating role in the application and gives no guarantee that an application will also be honored.
6.2. The Customer can only learn the fact of registration from the Service Provider’s confirmation, which states that the requested domain name has been registered. An invoice for registration fees is not confirmation of registration.
6.3. The Customer shall indemnify and hold Service Provider harmless for all losses related to (the use of) a domain name on behalf of or by the Customer. Service Provider is not liable for the loss by Customer of his/her 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 the case of intent or deliberate recklessness on the part of Service Provider.
6.4. Customer shall comply with the rules set by registering authorities for application, assignment or use of a domain name.Service Provider shall refer to these rules during the registration procedure.
6.5. The Service Provider has the right to make the domain name inaccessible or unusable, or to transfer it to its own name (or have it transferred) if the Customer demonstrably fails to comply with the Agreement, but only for the period that the Customer is in default and only after the expiry of a reasonable period for compliance set out in a written notice of default.
6.6.In the event of dissolution of the Agreement for breach of contract by the Customer, the Service Provider is entitled to terminate a domain name of the Customer on two months’ notice.

Article 7. Storage and data limits.

7.1. Service Provider may set a maximum amount of storage space or data traffic per month that Customer may or can actually use under the Services.
7.2.Should the Customer exceed the applicable limits, Service Provider may, after sending at least one warning message to the Customer regarding the excess, unilaterally convert the Customer’s Subscription to a Subscription that does accommodate the storage and data traffic.7.3.No liability exists for consequences of not being able to send, receive, store or change data if an agreed limit for storage space or data traffic is exceeded.

Article 8. Intellectual property rights.

8.1. All intellectual property rights in all Materials developed or made available by Service Provider under the Agreement are vested exclusively in Service Provider or its licensors.
8.2. The Customer shall only acquire the rights of use and powers expressly granted in these Terms and Conditions, the Agreement or otherwise in Writing and the Customer shall not otherwise reproduce or disclose these Materials.The foregoing shall be an exception if Customer has unmistakably failed to expressly grant such a right by mistake. Delivery of source code of Materials is, however, at all times only mandatory if explicitly agreed.
8.3. Unless otherwise agreed in writing, the Customer 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.
8.4. Service Provider is permitted to take technical measures to protect its Materials.If Service Provider has secured these Materials by means of technical protection, the Customer is not permitted to remove or evade such protection, except if and insofar as mandatory law provides otherwise.

Article 9. Prices

9.1. Unless explicitly stated otherwise with an amount, and unless it concerns a consumer customer, all prices quoted by Service Provider are exclusive of sales tax and other levies imposed by the government.
9.2. If a price is based on information provided by the Customer and such information turns out to be incorrect, the Service Provider shall be entitled to adjust the prices accordingly, even after the Agreement has been concluded.
9.3.If the Agreement concerns a Subscription, Service Provider is entitled to adjust the rates used at any time to inflation, as determined by the relevant price index of the CBS.9.4.Price changes are subject to the same conditions and procedures as changes to the Services and to these General Terms and Conditions.

Article 10.Terms of Payment

10.1. Service Provider shall invoice the amounts due by Customer to Customer.Service Provider may issue electronic invoices for this purpose. Service Provider has the right to charge periodically due amounts prior to the delivery of the Services.
10.2. The payment term of an invoice is the term indicated on the invoice, unless otherwise agreed in Writing.
10.3. 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.
10.4. If Customer is in default, this shall have the following consequences:

  • Legal interest is due on the outstanding amount;
  • Customer owes € 7.50 in administrative costs for each reminder and reminder;
  • Customer shall, in addition to the amount due and the interest accrued thereon, be obliged to pay in full both extrajudicial and judicial collection costs, including the costs for lawyers, jurists, bailiffs and collection agencies;- the websites and other Materials hosted for Customer may be rendered inaccessible until the outstanding amounts, interest and the like have been paid.
    10.5.Unless Customer is a consumer, recourse by Customer to suspension, set-off or deduction is not permitted.
    10.6. In the event that Customer fails to fulfill any obligation under the Agreement, Service Provider is entitled, without any notice of default, to take back goods delivered in addition to suspension of Services, without prejudice to Service Provider’s right to compensation for damages, lost profits and interest.

Article 11. Liability

11.1. Service Provider is not liable in the context of the formation or performance of the Agreement except in the cases mentioned below, and up to the limits specified therein. However, in cases where the compensation scheme in the SLA, which constitutes a penalty clause, is applicable, the payment thereunder shall take the place of compensation for the actual damage that may arise as a result of breach of the standards in the SLA.
11.2. The total liability of Service Provider for damages suffered by Customer as a result of an attributable failure by Service Provider to perform its obligations under the Agreement, expressly including any failure to perform a warranty obligation agreed with Customer, or by an unlawful act of Service Provider,
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 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 damages exceed ten thousand (10,000) euros (excluding VAT).
11.3. Service Provider is explicitly not liable for indirect damages, consequential damages, lost profits, missed savings and damages due to business interruption.
11.4. The liability of Service Provider due to attributable failure in the performance of the Agreement shall only arise if the Customer gives Service Provider immediate and proper notice of default in writing, setting a reasonable time to remedy the failure, and Service Provider continues to fail imputably in the performance of its obligations even after such time.The notice of default must contain as detailed a description as possible of the failure, so that the Service Provider is able to respond adequately.The notice of default must be received by Service Provider within 30 days after the discovery of the damage.
11.5. The exclusions and limitations referred to in this clause shall lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the Service Provider’s management.
11.6. The Customer is liable to Service Provider for damage caused by a fault or failure attributable to him.The Customer indemnifies Service Provider against claims relating to failure to comply with the rules of conduct in these General Terms and Conditions when using the Services by or with the consent of the Customer. This indemnification also applies with respect to persons who, although not employees of the Customer, nevertheless used the Services under the responsibility or with the consent of the Customer.

Article 12. Force majeure

12.1. Neither of the parties can be held to fulfill 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 Contract, nullifies any reasonable possibility of fulfillment.
12.2. Force majeure includes (but is not limited to):

  • failures of public infrastructure that is normally available to Service Provider, and on which the provision of the Services depends, but over which Service Provider 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 Service Provider has not contracted with;
  • failures in infrastructure and/or Services of Service Provider caused by computer crime, for example (D)DOS attacks or successful or unsuccessful attempts to bypass network security or system security;
  • failures of Service Provider’s suppliers that Service Provider could not foresee and for which Service Provider cannot hold its supplier liable, for example because the supplier in question was (also) subject to force majeure; strikes; wars; terrorist attacks and civil commotion.

12.3. 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 proportionately, without the parties owing each other anything else.

Article 13. Secrecy

13.1. The parties will treat information that they provide to each other before, during or after the performance of the Agreement confidentially 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 shall also impose this obligation on their employees as well as third parties engaged by them for the performance of the Agreement.
13.2.Service Provider will not take cognizance of data that Customer stores and/or distributes through Service Provider’s systems, unless this is necessary for proper performance of the Agreement or Service Provider is required to do so under a statutory provision or court order.In that case, Service Provider will make every effort to limit knowledge of the data as much as possible, to the extent this is within its power.
13.3. The obligation of confidentiality shall continue even after termination of the Agreement for whatever reason, and for as long as the providing party can reasonably claim the confidentiality of the information.

Article 14. Duration and termination

14.1. 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.
14.2. If a fixed term has been agreed for the Subscription, neither party may unilaterally terminate the Agreement before the term has expired, except where a special ground for termination applies, as more fully described below. Either party may terminate an Agreement entered into for an indefinite term, subject to 14 days’ notice.
14.3. In the absence of timely notice of termination, a Subscription will be converted to one for an indefinite term after the expiration of the first contract term. Notice of termination can be given at any time with a notice period of one month.
14.4. Service Provider 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 respect to a material obligation;
(b) Customer’s bankruptcy has been filed;
(c) Customer has filed for suspension of payments;
d) Customer’s business is terminated or liquidated.
14.5.If Service Provider 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.
14.6. If the Agreement is terminated or dissolved, Service Provider’s claims against Customer are immediately due and payable.In case of dissolution of the Agreement, amounts already invoiced for services rendered shall remain due, without any obligation to undo them. In the event of dissolution by Customer, Customer may only dissolve that part of the Agreement which has not yet been performed by Service Provider.If the dissolution is attributable to Customer, Service Provider is entitled to compensation for the damage caused directly and indirectly as a result.
14.7.The right to suspension in the above cases applies to all Agreements concluded with the Customer simultaneously, even if the Customer is only in default with respect to one Agreement, and without prejudice to the Service Provider’s right to compensation for damages, lost profits and interest.

Article 15. Procedure after termination

15.1. After termination of the Agreement, as a result of termination or dissolution, Service Provider may immediately terminate the Customer’s Account and Service Provider shall delete the data stored for the Customer as soon as possible. Service Provider is not obliged to provide Customer with a copy of such data in that case.
15.2. 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.

Article 16. Ranking and modification of terms and conditions

16.1 Service Provider reserves the right to modify or supplement the Services and these General Terms and Conditions. Amendments shall also apply in respect of Agreements already concluded subject to a period of 30 days after notification of the amendment.
16.2. Changes shall be announced by e-mail to Customer, or another channel of which Service Provider 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.
16.3. If the Customer does not wish to accept a change, the Customer must notify the Service Provider in Writing, giving reasons, within two weeks of notification. Service Provider may then reconsider the change. If Service Provider does not subsequently withdraw the amendment, the Customer may terminate the Agreement by this date until the date on which the new terms become effective.
16.4. Provisions relating to specific Services, if applicable, take precedence over general provisions relating to all Services. Further agreements between Service Provider and 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.

Article 17. Other provisions

17.1. The Agreement is governed by Dutch law.
17.2. Insofar as rules of mandatory law do not prescribe otherwise, all disputes that may arise in connection with the Agreement will be submitted to the competent Dutch court for the district in which Service Provider has its registered office.
17.3. If any provision of the Agreement turns out to be void, this will not affect the validity of the entire Agreement. The parties will in that case adopt (a) new provision(s) to replace it, which as far as is legally possible will give shape to the intention of the original Agreement and General Terms and Conditions.
17.4. Information and communications, including price indications, on the Service Provider Website are subject to programming and typing errors. In the event of any inconsistency between the Website and the Agreement, the Agreement shall prevail.
17.5. Service Provider’s log files and other records, electronic or otherwise, constitute full proof of Service Provider’s statements and the version of any (electronic) communication received or stored by Service Provider shall be deemed authentic, subject to evidence to the contrary to be provided by the Customer.
17.6. The parties shall always promptly notify each other In Writing of any changes in name, postal address, email address, telephone number and, if requested, bank or giro account number.
17.7. Each Party shall only be entitled to assign 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 a corporate takeover or acquisition of the majority of the shares of the party concerned.