Updated January 2022
1. Applicability
1.1 These Terms and Conditions apply to all offers and contracts pursuant to which the supplier delivers goods and/or provides services of any nature whatsoever and under whatever name to the customer.
1.2 Departures from and additions to these general terms and conditions shall only be valid if they are agreed between the parties in writing.
1.3 The applicability of the customer’s purchasing or other conditions is specifically excluded.
1.4 If any provision of these general terms and conditions is null and void or is voided, the other provisions of these general terms and conditions shall remain fully in effect.
2. Offers and Communications
2.1 All offers and other communications of the supplier are subject to confirmation unless the supplier has indicated otherwise in writing.
3. Prices and Payment
3.1 All prices are exclusive of turnover tax (VAT) and other levies imposed by the government.
3.2 The customer may not derive any rights or expectations from a cost estimate or budget issued by the supplier unless the parties have otherwise agreed in writing.
3.3 If the customer consists of several entities, they shall be jointly and separately liable.
3.4 Information from the supplier’s records shall count as conclusive evidence.
3.5 The supplier may adjust periodic payments in writing.
4. Term and Termination of Contracts
4.1 Contracts are entered into for the agreed term, defaulting to one year if not specified.
4.2 Contracts may be extended tacitly unless terminated with notice.
5. Confidentiality
5.1 The customer and supplier must ensure confidentiality of all sensitive information.
6. Personal Data
6.1 The customer shall inform the supplier about the way in which it performs its legal obligations regarding personal data.
7. Information Security
7.1 Information security shall meet the agreed specifications.
8. Retention of Title
8.1 All items delivered to the customer remain the property of the supplier until payment is completed.
9. Risk Transfer
9.1 The risk of loss, theft, or damage transfers to the customer upon possession.
10. Intellectual Property Rights
10.1 Transfer of intellectual property rights must be explicitly agreed upon in writing.
11. Cooperation and Facilities
11.1 Proper and timely cooperation is essential for the success of the contract.
12. Information from the Customer
12.1 The customer shall always provide all information reasonably required by the supplier in a timely manner.
13. Project and Steering Groups
13.1 Decisions in a project or steering group are binding only if agreed upon in writing.
14. Delivery Periods and Dates
14.1 Delivery periods and dates are indicative unless explicitly agreed otherwise.
15. Rescission of Contracts
15.1 Contracts may be rescinded due to attributable failure only after a detailed notice of default.
16. Liability
16.1 The supplier’s total liability is limited to direct loss and capped at specified amounts.
17. Force Majeure
17.1 None of the parties shall be obliged to fulfil obligations if prevented by force majeure.
18. Additional Work and Services
18.1 The customer shall pay for any additional work or services performed at their request.
19. Transfer of Rights and Obligations
19.1 The customer may not transfer rights or obligations to a third party without consent.
20. Governing Law and Dispute Resolution
20.1 Contracts are governed by Dutch law.
20.2 Disputes shall be resolved through mediation or arbitration as specified.
21. Service Performance
21.1 Services shall be performed with care and to the best of the supplier’s ability.
22. Service Levels
22.1 Service level agreements must be explicitly agreed in writing.
23. Backup Services
23.1 Backups shall be made in accordance with the agreed or standard intervals.
24. Use of OpenStack
24.1 Leafcloud grants access to OpenStack under the Apache 2.0 license.
25. Data Traffic
25.1 Leafcloud acts as an intermediary and does not control the contents of data traffic.
26. Customer Responsibility
26.1 The customer shall act lawfully and with due care towards third parties.
27. Leafcloud IaaS
27.1 Leafcloud IaaS is a ‘self-service’ offering with no managed hosting.
28. Consultancy Assignments
28.1 Completion times depend on various factors and are not committed to in advance unless agreed in writing.
29. Performance Reporting
29.1 The supplier shall periodically report on work performance as agreed in writing.
30. Payment Schedules
30.1 Payments for services are due each calendar month in arrears unless otherwise specified.
31. Employee Availability
31.1 The supplier provides employees under the customer’s management and supervision.
32. Secondment Termination
32.1 Secondment contracts are open-ended unless otherwise specified, with a one-month notice period.
33. Working Hours and Safety
33.1 The customer shall comply with all relevant legislation on working hours and safety.
34. Overtime and Travel
34.1 Overtime and travel costs shall be charged according to the supplier’s rules.
35. Payroll and Social Insurance
35.1 The supplier ensures payment of all payroll taxes and social insurance contributions.
36. Audits
36.1 Audits may be conducted at the customer’s expense under specific conditions.
37. Prohibited Use
37.1 Customers must use the services responsibly and avoid damage or misuse.
38. Fair Use Policy
38.1 Leafcloud may enforce a fair use policy and adjust prices for excessive use.