Terms and Conditions
General Terms and Conditions of Savvii B.V.
These General Terms and Conditions are applicable to each special offer or offer by the company Savvii, located in Nijmegen, the Netherlands, and registered at the Chamber of Commerce under file number 853106927 (“Savvii”) with regard to Services and form an integral part of each Agreement between Savvii and the natural person or legal person with whom Savvii has concluded this Agreement (“Customer”).
Terms or conditions set by Customer that deviate from, or do not appear in these General Terms and Conditions are only binding to Savvii if and to the extent that these have been accepted by Savvii explicitly in writing.
Article 1. Conclusion of the contract
1.1 If Customer has no access to an Account yet, Customer can request the desired forms of provision of services (“Services”) directly from the Savvii website (www.Savvii.nl). An agreement to the provision of these Services (“Agreement”) will come into existence on the moment that Customer executes the activation on the basis of the automatically generated e-mail by Savvii with therein the description of the Services.
1.2 If Customer does have access to an Account and requests from the Account one or more Services, then the Agreement for those Services is concluded on the moment that Customer via the Account attaches his approval to the request.
1.3 Customer has during a term of thirty days from the moment on which the agreement has been concluded, the right to dissolve the Agreement free of charge. This right however does not exist in the case of the mediation in the registration of domain names.
1.4 All changes in the Agreement, either at the request of Customer, or as a consequence of the fact that because of which circumstances whatsoever a different execution is required, to the extent that there are extra costs connected to it, will be regarded as extra work and to the extent that there are less costs, as lesser work. These will be invoiced accordingly to Customer.
Article 2. Execution of the agreement
2.1 After the conclusion of the Agreement Savvii shall to the best of its abilities and applying sufficient care and expertise comply with it. Terms of delivery stated by Savvii are always of an indicative nature.
2.2 Savvii shall make an effort to realize a qualitative good and uninterrupted provision and availability of Services and the systems and networks belonging to it, and to realize access to data stored with it by Customer.
2.3 Savvii shall frequently make back-up copies of data stored by Customer on systems of Savvii. These back-up copies are being made available to the Customer via the Account.
2.4 If and insofar a good execution of the Agreement requires this, Savvii has the right to let certain activities be executed by third parties. Possible related extra costs are only for the account of Customer if that has been agreed prior in writing.
2.5 Savvii shall provide Customer with access to a user interface with which Customer can manage and configure (certain aspects of) the Services (“Account”). The Account shall be accessible by inputting a password and username. Each act that takes place via the Account of Customer, or an account created by Customer, is deemed to have taken place under the responsibility and for the risk of Customer. If Customer suspects or reasonably should suspect or know that abuse of an Account takes place, then Customer should report this as soon as possible to Savvii so that it can take measures.
2.6 Customer is obliged to do and omit all that is reasonably necessary and desirable to enable a timely and proper execution of the Agreement, for example by ensuring that all data that Savvii requires, will be provided to Savvii on time. This includes among others an operational e-mail address.
2.7 Savvii can, for the purpose of battling spam, denial of service attacks and other forms of bother install filters or make these available to Customer. Savvii shall make an effort to ensure that these filters work correctly to the extent that such is within its power. Savvii can however not guarantee that these filters will always block or let pass the correct information.
2.8 Hardware employed for the benefit of Services remains property of Savvii, also if this has been identified as “own” in advertisements of Savvii. On “own hardware” no other customers of Savvii will be permitted access.
Article 3. Support by Savvii
3.1 Savvii shall be available for a reasonable level of remote support per phone or e-mail. The times of availability and possible response times will be published on the website of Savvii or be communicated in a way to be agreed upon further.
3.2 Savvii shall install, configure and hold up-to-date the software required for the Services (such as VPS environments, web server software, MySQL, WordPress, etc.) on systems under management of Savvii. Other software should be installed by Customer, whereby Savvii by means of a black list can block certain insertions applications (plug-ins). Customer may install no other content management environments than WordPress.
3.3 Customer shall ensure that the installed software remains up-to-date, especially where it concerns security. If this proves not to be the case, Savvii may intervene in accordance with article 4 (Code of Conduct) and charge the hours involved.
3.4 Unless explicitly agreed differently, this responsibility of Savvii reaches to the network environment, hardware, operating system software (such as Linux of Windows), web server software (such as Apache or NGINX), data base software (such as MySQL), programming/scripting languages (such as PHP) and the content management environment WordPress, but not to the content that Customer publishes with that or to plug-ins or scripts that Customer installs within these environments.
3.5 Savvii shall at the request of Customer introduce reasonable adaptations and specific updates, whereby Savvii according to its expert judgment decides whether these are feasible and desirable. Savvii may charge the hours that are linked to such a request provided that it has announced in advance that this shall be the case. If a request concerns content, plug-ins or scripts which have been installed by Customer, then such introduction is at the own risk of Customer.
3.6 Savvii shall make an effort to keep the software used by it up-to-date. Savvii is however thereby dependent on its supplier(s). Savvii is authorized not to install certain updates or patches if this is not for the benefit of a correct operation of the hosting environment or is not in the interest of the Services.
3.7 For the applications referred to in 3.4 of Customer and the related supporting software Savvii shall make the effort to provide the maintenance and installation of updates at the request of Customer, which request Savvii may refuse at all times. This work however, at all times, happens at the own risk of Customer. Article 3.5 applies hereto.
Article 4. Code of Conduct and notice/takedown
4.1 It is forbidden for Customer to violate the applicable Dutch or other laws and regulations applicable to Customer or Savvii making use of the Services or to infringe the rights of others.
4.2 It is forbidden by Savvii (whether this is legal or not) to offer or distribute information while making use of the Services that:
• is unmistakably defaming, libelous, insulting, racist, discriminating or hate mongering;
• contains child pornography or bestiality pornography or seemingly is aimed at helping others find such materials;
• support websites that seemingly falsely create the impression to be financial service providers or bona fide web shop of third parties, (“phishing”)
• results in a violation of personal privacy of third parties, including in any case but not limited to the distribution of personal data of third parties without permission or cause or the repetitive bothering of third parties with by communication not desired by these;
• contains hyperlinks, torrents of referrals with (locations of) material that unmistakably violates copy rights, related rights or portrait rights;
• contains unsolicited commercial, charity related or idealistic communication;
• contains malicious content such as viruses or spyware.
4.3 Customer refrains from bothering other customers or internet users or to cause damage to systems or networks of Savvii or other customers. It is forbidden for Customer to start processes or programs, whether or not via the systems of Savvii, of which Customer knows or reasonably can suspect that such bothers Savvii, its customers or internet users or causes damage to them.
4.4 If Customer knows or can suspect that Savvii shall have to take certain (extra) measures to comply with its obligations. Then Customer shall notify Savvii thereof without delay. This obligation applies for instance if Customer knows or should foresee that an exceptional peak in the use of the systems of Savvii shall arise, that to a certain probability may cause that the Services might become unreachable. After notification Savvii shall do anything to prevent that the Services become unreachable. Unless agreed explicitly differently in writing, can all reasonable extra costs that are thereby made, be charged to Customer.
4.5 If in the opinion of Savvii bother, damage or another danger emerges for the functioning of the computer systems or the network of Savvii or third parties and/or of the provision of services via internet, in particular by the disproportional sending of e-mails or other data, poorly secured systems or activities or viruses, Trojans and comparable software, then Savvii is authorized to take all measures that it deems reasonably necessary to avert or prevent this danger. Savvii may charge onwards the related costs to Customer, but only if this is attributable to willful intent or gross negligence of Customer.
4.6 If Savvii after a complaint or by itself is of the opinion that there is an instance of a violation, then it shall block the access to the concerned information, however without blocking or removing this information definitely (unless this proves to be impossible technically, in which case Savvii shall make a backup. Savvii shall make the effort not to affect other information in the process. Savvii shall inform Customer as soon as possible about measures that were taken.
4.7 Savvii is at all times authorized to file criminal complaints concerning established punishable acts. Furthermore Savvii is authorized to release the name, address and other identifying data of Customer to a third party that complains about the Customer violating his rights or these General Terms and Conditions, provided that the correctness of that complaint is reasonably sufficiently plausible and the third party has an obvious interest in the release of the data.
4.8 Although Savvii strives to act as reasonable, careful and adequately as possible after complaints about Customer, shall Savvii never be liable to pay compensation for damages as a consequence of measures as referred to in this article.
Article 5. Application for domain names, IP addresses and SSL certificates
5.1 If this has been agreed as a Service, then Savvii shall for the benefit of Customer mediate in the application for a domain name or IP-address and, after allocation, make an effort to keep this domain name active in its DNS servers. Even so shall Savvii, if agreed as a Service, make available an SSL certificate for a website hosted by Savvii.
5.2 Application, allocation and possible use of a domain name or IP-address are subject to the rules and procedures of the concerned issuing entities, such as the Stichting Internet Domeinregistratie Nederland inn case of .nl-domain names and the RIPE in case of IP-addresses. Savvii fulfills only an intermediary role in the application and does not warrant that an application is also granted.
5.3 Customer can only become aware via the confirmation by Savvii, in which it is stated that the requested domain name or the IP-address has been allocated, of the fact of registration. An invoice for registration costs is no confirmation of registration.
5.4 Customer safeguards and will hold Savvii harmless for all damage that relates to (the use of) a domain name on behalf or by Customer. Savvii is not liable for the losses by Customer or his right(s) on a domain name of for the fact that the domain name is requested in the meantime by a third party and/or obtained except in case of willful intent or conscious negligence by Savvii.
5.5 Customer is obliged to conform to the rules that registering entities set for the application, allocation or use of a domain name or IP-address. Savvii shall refer to these rules during the registration procedure.
Article 6. Storage and data limits
6.1 If Customer generates excessively much data traffic or uses storage space, then Savvii can, after sending at least a warning message to Customer concerning the exceeding, charge an amount per unit (E.G. MB, GB Or visitor) at the size of the excess according to the amounts in the applicable price list.
6.2 No liability shall exist for the consequences of not being able to send, receive, store or change of data if an agreed limit for storage or data traffic has been exceeded.
Article 7. Prices
7.1 Unless stated explicitly differently for an amount, will all prices stated by Savvii be exclusive of VAT and other levies which are imposed by the government.
7.2 If a price is based on data provided by Customer and these data prove to be incorrect, then Savvii has the right to adapt the prices hereto, also after the Agreement has already been concluded.
7.3 If the Agreement has lasted at least one year, Savvii will be authorized to change the applied rates once per year.
7.4 For price changes shall the same conditions and procedures apply as for the change of the Services and of these General Terms and Conditions.
Article 8. Payment terms
8.1 Savvii shall invoice the amounts due by Customer to Customer. Savvii may thereby issue electronic invoices. Savvii has the right to charge periodically due amounts prior to the provision of the Services.
8.2 The payment term of an invoice is 14 days after the date of the invoice, unless agreed differently in writing.
8.3 If Customer is of the opinion that (a part of) an invoice is incorrect, then Customer is required to make its objections known within two weeks after the date of the invoice to Savvii. Savvii shall then examine the objection and if necessary issue a modified invoice. During this examination the Principal is required to pay the non-contended part of the invoice within the original payment term.
8.4 If Customer after 14 days after the payment term still has not fully paid, then he is automatically in default without a notification of default being required. If Customer is in default, then that shall have the following consequences:
• Over the due amount the interest by law is due, or 2% per month if that is higher;
• Customer is liable to pay 15% of the principal amount for collection costs, or 40 Euro if that amount is more than 15% of the principal amount;
• Customer is liable to pay € 7.50 administrative costs for each reminder letter and summation;
• Customer is, in addition to the due amount and the interest appeared there over, liable to pay a full compensation of bout out-of-court and in-court collection costs, including the costs for lawyers, legal experts, bailiffs and collection agencies;
• The websites hosted for Customer and other information may be made inaccessible without further warning until the due amount, interest and so forth have been paid.
8.5 Unless Customer is a consumer, a claim by Customer on suspension, set-off or deduction is not permitted.
Article 9. Liability
9.1 The total liability of Savvii for damage incurred by Customer as a consequence of an imputable shortcoming in the compliance by Savvii with its obligations under the Agreement, thereunder explicitly understood each shortcoming in the compliance with a warranty obligation agreed with Customer, or by a wrongful act of Savvii, its employees or third parties employed by it, is limited per event or a series of related events to an amount equal to the fees that Customer has paid in the last six (6) months. In no case however shall the total compensation for damage amount to more than thousand (1,000) Euro (exclusive of VAT).
9.2 Savvii is explicitly not liable for indirect damage, consequential, missed profits, missed savings and damage because of stagnation of the enterprise.
9.3 The exclusions and limitations referred to in this article become void if and insofar the damage is the consequence of willful intent or conscious negligence by the management of Savvii.
9.4 Customer is liable toward Savvii for damage that has arisen by an error or shortcoming imputable to him. Customer safeguards Savvii against claims concerning the non compliance of the Code of Conduct during the making use of the Services with the permission of Customer as set forth in article 4. This safeguard also applies towards persons who are in fact not employees of Customer, but have used the Services nevertheless under the responsibility or with permission of Customer.
Article 10. Force Majeure
10.1 None of the parties can be held to compliance with any obligation if a circumstance lies outside the power of parties and this could not or should not have been foreseen at the time of the conclusion of the Agreement, excludes each reasonable possibility to compliance.
10.2 Under Force Majeure are also (but not only ) understood: disruptions of the public infrastructure that is normally available to Savvii, and on which the provision of the Services is dependent, but over which Savvii cannot exercise actual power or a contractual performance obligation, such as the operation of the registers of IANA, RIPE of SIDN, and all networks in the internet with which Savvii has not concluded a contract; disruptions in infrastructure and/of Services of Savvii that are caused by computer crime, for example (D)DOS-attacks or whether or not successful attempts to circumvent the network security or system security; shortcomings of suppliers of Savvii, that Savvii could not foresee and for which Savvii cannot hold his supplier, for example because for the concerned supplier there was (also) an instance of Force Majeure; defects in matters, equipment, programs or other source material of which Customer has prescribed the use; government measures; general transport problems; strikes; wars; terroristic attacks and interior riots.
10.3 If a situation of Force Majeure lasts longer than three months, then each of the parties has the right to dissolve the agreement in writing. All that has already been performed on the basis of the agreement, shall be settled proportionally, without that parties otherwise are indebted towards each other.
Article 11. Confidentiality
11.1 Parties will treat information that they provide before, during or after the execution of the Agreement to each other, confidentially when this information has been earmarked as confidential or when the receiving party knows or reasonably should suspect that the information was meant as confidential. Parties shall impose this obligation also in their employees as well as on third parties employed by them for the execution of the Agreement.
11.2 Savvii shall not take knowledge of data that Customer stores and/or distributes via the systems of Savvii, unless this is necessary for a good execution of the Agreement or when Savvii is obliged thereto on the basis of a lawful obligation or court order. In that case Savvii shall make an effort to limit taking knowledge of the data as much as possible, to the extent that that is within its power.
11.3 Savvii reserves at all times the right to use the knowledge increased by the execution of the agreement for the benefit of other customers, to the extent that hereby no information of Customer in violation of obligations regarding confidentiality becomes available to third parties.
11.4 The obligation to confidentiality also remains in force after the termination of the Agreement for whatever reason and so as long as the providing party can reasonably claim the confidential nature of the information.
Article 12. Duration and cancellation
12.1 Unless otherwise agreed, the duration of the Agreement is a term of a month.
12.2 In absence of timely cancellation or confirmation of active extension no later than the last day of the term, an Agreement is prolonged tacitly with a term equal to the current term. In the case Customer is a consumer, the term in case of tacit extension is at all times one month.
12.4 Savvii may suspend or cancel the Agreement immediately in writing if:
a) Customer is in default with regard to a substantial obligation;
b) The bankruptcy of Customer has been requested;
c) Customer has filed for a suspension of payment; or
d) The activities of Customer are terminated or liquidated.
12.5 If the Agreement is terminated or dissolved, the claims of Savvii on Customer are immediately payable on demand. In case of dissolution of the Agreement already invoiced amounts for executed performances remain due, without any obligation to undo them. In the case of dissolution by Customer, Customer may only dissolve that part of the agreement that has not yet been executed by Savvii. If the dissolution is imputable to Customer, then Savvii has a right to compensation for the damage that arises because of it directly and indirectly.
12.6 The right to suspension in the above cases applies simultaneously for all agreements concluded with Customer, even if Customer is only in default with regard to one Agreement, and notwithstanding the right of Savvii on compensation for damage, missed profits and interest.
Article 13. Procedure after termination
13.1 Customer can terminate individual Services or the entire Agreement according to these General Terms and Conditions or the special agreements between Customer and Savvii. This has to take place in principle via the Account.
13.2 After termination of the Agreement, as a consequence of cancellation or dissolution, Savvii may cancel the Account of Customer immediately and shall Savvii erase the data stored for Customer as soon as possible. Savvii is in that case not obliged to provide Principal with a copy of these data.
13.3 The erasure of data stored for Customer always takes place without special precautions to make the erasure irreversible.
Article 14. Ranking and changing terms and conditions
14.1 Savvii reserves the right to change or expand the Services and these General Terms and Conditions. Changes also apply to agreements already concluded observing a term of 30 days after the announcement of the change.
14.2 Changes are announced via the Account, or per e-mail to Customer, or another channel of which Savvii can prove that the announcement has reached Customer. Non-material changes of minor interest can at all times be introduced and require no announcement.
14.3 If Customer does not want to accept a change, then Customer is required to notify Savvii of this within two weeks after the announcement in writing with a motivation. Savvii can subsequently reconsider the change. If Savvii does not withdraw the change, then Customer can, to the date on which the new conditions come into force, terminate the agreement against this date. Silence by Customer shall be regarded as an acceptation of a change.
14.4 Stipulations that relate to specific Services, prevail when they are applicable over general stipulations that concern all Services. Further agreements between Savvii and Customer prevail only over these General Terms and Conditions if these have been made in writing and if that has been stipulated explicitly, or was unmistakably the intention of both parties.
Article 15. Other stipulations
15.1 On the Agreement the laws of the Netherlands shall apply.
15.2 Insofar by the rules of mandatory law nothing else has been prescribed, shall all disputes that may arise further to the Agreement be submitted to the competent Dutch court in the district where Savvii has its seat of business.
15.3 If any stipulation from the Agreement proves to be void, then this does not affect the validity of the entire agreement. Parties will in that case for the replacement(s) establish (a) new clause(s), whereby to the extent possible legally, as much as possible expression is given to the intention of the original Agreement and General Terms and Conditions.
15.4 Information and notifications, including price indications, on the Savvii Website are under the precondition of programming and typing errors. In case of any inconsistency between the Website and the Agreement, the Agreement shall prevail.
15.5 Under “in writing” shall be understood next to paper documents, also e-mail messages and communication by fax, provided that the identity of the sender and the integrity of the message is sufficiently established.
15.6 The log files and other whether or not electronic administration of Savvii forms complete proof of positions of Savvii and the version received or stored by Savvii of any (electronic) communication will be regarded as authentic, except for proof to the contrary to be provided by Customer.
15.7 Each party is only authorized to transfer its rights and obligations from the Agreement to a third party with prior permission in writing by the other party. This permission however is not required in case of a company take-over or a take-over of the majority of the share of the concerned party.