Terms & conditions.
Last update, 5th March 2023
The Cloudy Company: Barée de Kruijf as a freelancer established in Amsterdam and registered under the number 205803258B01 (BTW)
Client: the natural or legal person who has concluded an Agreement with The Cloudy Company or to whom The Cloudy Company has made an offer to that effect.
Terms and Conditions: the present document.
Service: the specific service that The Cloudy Company agrees with the Client, as stated in the Agreement or quotation.
Agreement: the agreement between The Cloudy Company and the Client under which The Cloudy Company will perform the Service.
Domain Name Supplier: an Issuer or Registrar, which as a supplier for The Cloudy Company supplies domain names under one or more specific domain name extensions for the benefit of the Client.
Extension: the suffix (suffix) of a domain name after the first period, such as .com.
Domain name holder: the holder of a domain name according to the Issuing Authority.
Quotation, offer and acceptance
- The Cloudy Company will prepare a quote in which it indicates what is included in the Service and what amount will be due upon acceptance. Only the description of the Service stated in the offer is binding.
- A quotation is without obligation and valid until 30 days after it has been sent by The Cloudy Company, unless stated otherwise in the quotation.
- If it appears that information provided by the Client is incorrect, The Cloudy Company has the right to adjust the prices accordingly and/or recall the offer anytime.
- These General Terms and Conditions apply to the Agreement at all times, unless expressly agreed otherwise in writing. In addition to the General Terms and Conditions, additional terms and conditions may apply to specific products and/or services. The Cloudy Company makes these terms and conditions available before or during the conclusion of the Agreement, in principle by means of a direct hyperlink.
- Provisions or conditions set by the Client that deviate from, or do not appear in, these General Terms and Conditions are only binding for The Cloudy Company if and insofar as they have been expressly accepted by The Cloudy Company in writing.
- After acceptance, the Agreement may only be amended by mutual consent.
- The Agreement runs from the moment when the notification of acceptance by the Client is received by The Cloudy Company.
Performance of the service
- After the Agreement has been concluded, The Cloudy Company will perform the Service as soon as possible in accordance with the quotation.
- Insofar as not agreed otherwise in writing, The Cloudy Company guarantees that the Service will be performed to the best of its ability, with due care and craftsmanship.
- If and insofar as required for proper performance of the Service, The Cloudy Company has the right to have certain activities performed by third parties. Any related additional costs are for the account of the Client, unless otherwise agreed.
- The Client is obliged to do all that is reasonably necessary and desirable to enable a timely and correct execution of the Service. In particular, the Client shall ensure that all data, which The Cloudy Company indicates are necessary or which the Client should reasonably understand to be necessary for the performance of the Service, are provided to The Cloudy Company in a timely manner.
- The Cloudy Company is not permitted to independently make changes to the material supplied by the Client without the prior consent of the Client, with the exception of changes that The Cloudy Company deems necessary for the proper performance of the Service and which do not change the essential content of the material.
- Terms of delivery specified by The Cloudy Company are always indicative, unless it is expressly stated in writing that it concerns a final term. The Cloudy Company is, even with an agreed deadline, only in default after the Client has given it written notice of default.
- Exceeding agreed delivery times for whatever reason does not entitle to compensation, unless otherwise agreed in writing.
- The Cloudy Company has the right to (temporarily) put the delivered products and services out of use and/or to limit the use thereof, or not to deliver them or only to a limited extent, if the Client fails to fulfill an obligation towards The Cloudy Company with regard to the Agreement or in violates these terms.
- All prices are exclusive of turnover tax (VAT) and other levies imposed by the government, unless stated otherwise.
- All prices on the website, offers, folders and other documentation of The Cloudy Company are subject to programming and typing errors. No liability is accepted for the consequences of such errors.
- If the Agreement is a continuing performance agreement, The Cloudy Company is entitled to increase the rates applied at any time. To this end, The Cloudy Company will inform the Client of rate changes via website or email at least 2 (two) months in advance. In the event of a price increase, the Client has the right to terminate the Agreement, subject to a notice period of 1 month.
- All costs arising for The Cloudy Company from the Agreement are for the account of the Client, unless otherwise agreed.
Hosting and related services
- If the Service (also) extends to services relating to the storage and/or transfer of material supplied by the Client to third parties, such as in the case of web hosting or e-mail services, the provisions of this article also apply.
- The Client will not publish or offer information via (the servers of) The Cloudy Company that is in violation of Dutch law. This includes, in particular, but not limited to, information provided without the permission of the copyright owner(s), information that is libelous, threatening, abusive, racist, hateful, or discriminatory, information containing child pornography, and information that violates the privacy of third parties or form of stalking, as well as hyperlinks, torrents or other references to such information on third party websites anywhere in the world (even if the information is legal in the relevant jurisdiction).
- The Cloudy Company uses a complaints procedure with which third parties (hereinafter: reporters) can submit a complaint that in their opinion there is such a battle. If a complaint is justified in the opinion of The Cloudy Company, The Cloudy Company is entitled to remove the material or make it inaccessible. In that case, The Cloudy Company is also entitled to provide the Client’s personal data to a reporter or to the competent authorities. The Cloudy Company will inform the Client about the course of this procedure.
- The Cloudy Company is entitled to report this in the event of potentially criminal information. The Cloudy Company can hereby hand over all relevant information about the Client and the information to the competent authorities and perform all other actions that these authorities request The Cloudy Company to perform in the context of the investigation.
- In the event of repeated well-founded complaints about the information offered by the Client, The Cloudy Company is entitled to dissolve and/or terminate the Agreement.
- The Client indemnifies The Cloudy Company against all damage as a result of the above. The Cloudy Company is not liable for any damage whatsoever suffered by the Client as a result of The Cloudy Company’s intervention in the context of the complaint procedure, even if the complaint turns out to be unjustified and the information does not conflict with Dutch law.
- The Client shall refrain from hindering other Clients or internet users or from causing damage to the servers. The Client is prohibited from starting up processes or programs, whether or not via the server, of which the Client knows or can reasonably suspect that this will hinder or cause damage to The Cloudy Company, other Clients or internet users. The Cloudy Company will inform the Client of any measures.
- The Client is prohibited from transferring the username or usernames and password or passwords provided by The Cloudy Company to third parties without The Cloudy Company’s permission.
- The Cloudy Company can set a maximum on the amount of storage space or data traffic per month that the Client may use in the context of the Service. If this maximum is exceeded, The Cloudy Company is authorized to charge an extra amount, in accordance with the amounts for extra data traffic stated on the Website. No liability exists for the consequences of not being able to send, receive, store or change data if an agreed limit for storage space or data traffic is reached.
- The Client hereby grants The Cloudy Company an unlimited license to distribute, store, pass on or copy all materials distributed by the Client via The Cloudy Company’s systems in any manner that The Cloudy Company deems appropriate, but only to the extent that this is reasonably necessary for the benefit of The Cloudy Company. the fulfillment of the Agreement by The Cloudy Company.
- In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points is at the expense of the Client.
Domain names and IP addresses
- The Service (also) serves the purpose of The Cloudy Company to mediate for the Client in obtaining a domain name and/or IP address, the provisions of this article also apply.
- The domain registration service is available from 12 to 24 (midnight).
- Registration of a domain from the Website can take up from 5 minutes to 3 hours.
- If within that agreed time it appears that the domain name is not available anymore, The Cloudy Company will refund the Client and cannot be held responsible for any eventual damage or loss caused to the Client.
- The Client indemnifies and holds The Cloudy Company harmless for all damage related to (the use of) a domain name on behalf of or by the Client.
- The Cloudy Company is not liable for the loss by the Client of its right(s) to a domain name or for the fact that the domain name is requested and/or obtained by a third party in the interim, except in the case of gross negligence on the part of The Cloudy Company or if The Cloudy Company failed to register the domain within 24 hours after the Client registration request was received.
- If The Cloudy Company registers a domain name in its name for the benefit of the Client, The Cloudy Company will cooperate with requests from the Client for relocation, change of holder or cancellation of this domain name.
- The domain name holder and the Client are deemed to be the same (legal) person. If the Client and the domain name holder are different (legal) persons, the provisions of this paragraph also apply, unless the domain name holder is The Cloudy Company or a local contact person of The Cloudy Company on behalf of the Client.
- The Client remains responsible for compliance with all other provisions of the Agreement.
- The Client must comply with all registration conditions, provisions and (dispute) regulations that Domain Name Suppliers set for the application, allocation or use of a domain name and/or the IP address.
- The Cloudy Company has the right to make the domain name and/or the IP address inaccessible or unusable, or to place it in its own name (or have it placed) if the Client demonstrably fails to comply with the Agreement, but only for the duration that The client is in default and only after a reasonable term for compliance has been stated in a written notice of default.
- In the event of dissolution of the Agreement due to non-performance by the Client, The Cloudy Company is entitled to cancel the domain name and/or the IP address.
- The client takes note of The Cloudy Company’s privacy statement and agrees to the processing of personal data for domain names as described in the privacy statement.
- If, at the request of the Client, data from the WHOIS is shielded or hidden, this does not mean that The Cloudy Company will no longer be able to provide (name and address) data to the competent authorities. If The Cloudy Company has a legal obligation to provide data to competent authorities, The Cloudy Company will comply with this obligation at all times.
Availability of the Service
- The Cloudy Company will make every effort to realize uninterrupted availability of its systems and networks, and to realize access to data stored by The Cloudy Company, but offers no guarantees in this regard.
- The Cloudy Company does not make backup copies available to the Client, unless the Client has purchased an additional SLA for this. It is therefore the Client’s responsibility to make backup copies of the data stored at The Cloudy Company.
- The Cloudy Company will make every effort to ensure that the Client can use the networks that are directly or indirectly connected to the The Cloudy Company network. However, The Cloudy Company cannot guarantee that these networks will be available at any time.
- If, in the opinion of The Cloudy Company, a danger arises for the functioning of the computer systems or the network of The Cloudy Company or third parties and/or of the services provided via a network, in particular due to excessive sending of e-mail or other data, poorly secured systems or activities of viruses, Trojans and similar software, The Cloudy Company is entitled to take all measures that it reasonably deems necessary to avert or prevent this danger.
- If the Service (also) extends to services relating to the maintenance of the Client website(s), the provisions of this article also apply.
- If the maintenance package chosen by the Client includes edits, they will be realized within 48h.
- Edits requests are subject to a fair-use policy. The Cloudy Company does not set-up a precise amount of edits requests that can be sent per month. If the Client temporarily exceeds the fair-use policy, edits will be done by The Cloudy Company within two weeks instead of 48h. With this, The Cloudy Company will inform the Client about the Article 8 (4) of the Agreement.
- If the Client exceeds the fair-use policy more than once a year, The Cloudy Company will automatically upgrade the maintenance package chosen by the Client to a higher one.
- If the Client website is hacked, The Cloudy Company will do its best to recover the website and the emails as they were before the event. The Cloudy Company ensures that the website(s) recovery will be handled as fast as possible.
- The Cloudy Company cannot be held responsible if the Client website(s) covered with any of the offered maintenance packages is hacked and/or suffers any dysfunctioning. In particular, The Cloudy Company is not responsible for any issue caused by a wrong password management, an outdated WordPress theme, the lack of WordPress license, or any other case where third-parties are involved.
- If the Client’s website is not hosted by the Cloudy Company, the Cloudy Company cannot be held responsible if the external host cannot provide a backup of the website. If the website is hacked and cannot be recovered, the Cloudy Company cannot be held responsible.
- The Cloudy Company’s liability for direct damage suffered by the Client as a result of an attributable shortcoming in the fulfillment by The Cloudy Company of its obligations under this Agreement, or due to an unlawful act by The Cloudy Company, its employees or third parties engaged by it, is per event or a series of related events limited to an amount equal to the fees payable by the Client under this Agreement per year (excluding VAT). Under no circumstances will the total compensation for direct damage exceed 1.000,- euros (excluding VAT).
- The Cloudy Company’s liability for indirect damage, including consequential damage, lost profit, lost savings, loss of (company) data and damage due to business interruption, is excluded.
- Apart from the cases referred to in Article 8 paragraph 1, The Cloudy Company is not liable for any compensation whatsoever, regardless of the ground on which an action for compensation would be based. However, the maximum amounts referred to in Article 8 paragraph 1 will lapse if and insofar as the damage is the result of intent or gross negligence on the part of The Cloudy Company’s management personnel.
- The Cloudy Company’s liability due to an attributable shortcoming in the performance of the Agreement only arises if the Client gives The Cloudy Company a proper notice of default in writing without delay, setting a reasonable term to remedy the shortcoming, and The Cloudy Company is also attributable to the fulfillment of its obligations after that term. continues to fall short. The notice of default must contain as detailed a description as possible of the shortcoming, so that The Cloudy Company is able to respond adequately.
- The Cloudy Company is never liable for damage caused by force majeure.
- A condition for the existence of any right to compensation is always that the Client reports the damage in writing to The Cloudy Company within 30 days of its occurrence.
- The Client indemnifies The Cloudy Company against all third-party claims for liability as a result of a defect in the Service provided by the Client to a third party and which also consisted of items, materials or results delivered by The Cloudy Company.
Malfunctions and force majeure
- The Cloudy Company has the right to temporarily shut down its systems, including the Website, or parts thereof for the purpose of maintenance, adjustment or improvement. The Cloudy Company will try to have such a shutdown take place outside office hours as much as possible and will make every effort to inform the Client in good time of the planned shutdown. However, The Cloudy Company is never liable for compensation for damage in connection with such decommissioning.
- The Cloudy Company has the right to modify its systems, including the Website, or parts thereof from time to time in order to improve functionality and to correct errors. If an adjustment leads to a significant change in functionality, The Cloudy Company will make every effort to inform the Client. In the case of adjustments that are relevant for several clients, it is not possible to waive a specific adjustment for the Client alone. The Cloudy Company is not obliged to pay any compensation for damage caused by such an adjustment.
- The Cloudy Company will make every effort to inform the Client about the nature and expected duration of the interruption in the event of the Service being unavailable due to malfunctions, maintenance or other causes.
- In the event of force majeure, which in any case includes disruptions or failures of the Internet, the telecommunications infrastructure, synflood, network attack, DoS or DDoS attacks, power failures, internal disturbances, mobilization, war, transport disruption, strike, exclusion , business failures, stagnation in supply, fire, flooding, import and export obstacles and in the event that The Cloudy Company is not enabled to deliver by its own suppliers, for whatever reason, as a result of which compliance with the Agreement cannot reasonably be required of The Cloudy Company , the execution of the Agreement will be suspended, or the Agreement will be terminated if the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.
Duration and cancellation
- If the Service extends to the periodic provision of services during a certain period, the Agreement is deemed to have been entered into for the minimum period indicated per service. If this minimum term has expired without a party expressing its wish to terminate at least one (1) month before the end date of the contract, the agreement will be automatically extended for the term indicated per service. If the Client is a natural person who does not act in the exercise of a profession or business and the Client has not notified the wish to terminate before the expiry of the minimum term, the agreement will be automatically converted to an indefinite period, subject to a notice period of one month.
- If the Client is a natural person who does not act in the course of a profession or business, the Client may cancel at any time after tacit renewal. The cancellation will take effect one month after receipt of the cancellation. ‘One month’ notice period is understood to mean no later than the day with the same number in the following month.
- In the event of cancellation, termination or dissolution for whatever reason, The Cloudy Company is entitled to immediately delete all stored data or to make it inaccessible and to cancel all accounts of the Client. The Cloudy Company is not obliged in that case to provide the Client with a copy of this data.
- The Client can notify a cancellation via any channel The Cloudy Company is operating. Since some channels are susceptible to abuse and identity theft, The Cloudy Company can take measures in the interest of the Client to limit the risk of such abuse.
- If the Client is a natural person who does not act in the course of a profession or business, the Client has the right, without stating reasons, to dissolve the Agreement within fourteen days after its conclusion, unless The Cloudy Company has already started the execution of the Agreement with the Client’s consent within this period.
- If the Client fails to fulfill any obligation resting on it from the Agreement, The Cloudy Company has the right to terminate all Agreements concluded with the Client concerned without a notice of default or judicial intervention being required and without prejudice to The Cloudy Company’s right to compensation for damage, lost profit and interest.
- The Client’s payment obligation commences at the time the agreement is concluded. The payment relates to the period commencing on the day of the actual availability of The Cloudy Company products and services.
- The Cloudy Company will send an invoice to the Client for the amount owed by the Client. The payment term of this invoice is 14 days after the date of the invoice, unless stated otherwise on the invoice or otherwise agreed in the Agreement.
- Client agrees to electronic invoicing by The Cloudy Company. Save the trees!
- Contrary to the previous paragraph, The Cloudy Company is not obliged to send an invoice if the Agreement is a continuing performance agreement. The Client will pay the amount owed for that period to The Cloudy Company monthly or at any other agreed term.
- Depending on the term for which the agreement has been entered into, the costs owed will be charged in advance and must be paid in advance, otherwise The Cloudy Company reserves the right to (temporarily) suspend the services.
- If the Client has not paid in time, this will be communicated to the Client and a further payment term will be determined. If payment is not made within that term, the Client will be in default without further notice of default being required.
- If due amounts cannot be collected or not received due to the fault of the Client, The Cloudy Company will in any case charge 5 euros for administration costs. The administration costs will be increased to a maximum of 25 euros if the Client fails to pay the claim of The Cloudy Company and The Cloudy Company is forced to hand over its claim.
- If The Cloudy Company has had to incur additional (other than the above) costs in order to collect the amount owed, these will be recovered from the Client.
- If the Client is of the opinion that the costs charged are incorrect, the Client can make the objections known to The Cloudy Company within two weeks after the invoice date. After receipt of the objection, The Cloudy Company will investigate the correctness of the invoice amount.
- The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for a moratorium or if assets of the Client are seized in full, if the Client dies and furthermore, if it goes into liquidation or is dissolved.
- In the above cases, The Cloudy Company also has the right to terminate or suspend performance of the Agreement or any part thereof that has not yet been performed without notice of default or judicial intervention, without the right to compensation for damage for the Client that may arise as a result.
Intellectual property rights
- All intellectual property rights to all materials, software, analyses, designs, documentation, advice, reports, quotations, as well as preparatory material thereof, developed or made available in the context of the Service, rest exclusively with The Cloudy Company or its licensors.
- The Client will only acquire the rights of use and powers that arise from the purport of the Agreement or that are granted in writing and for the rest, the Client will not reproduce or make public the software or other materials.
- The Client is not permitted to remove or change any designation regarding copyrights, brands, trade names or other intellectual property rights from the materials, including indications regarding the confidential nature and secrecy of the materials.
- The Cloudy Company is allowed to take technical measures to protect the materials. If The Cloudy Company has secured the materials by means of technical protection, the Client is not permitted to remove or evade this protection.
- Any use, duplication or disclosure of the materials outside the scope of the Agreement or any rights of use granted is considered a copyright infringement. The Client will pay an immediately due and payable fine of 2,000 euros per infringing act to The Cloudy Company, not subject to judicial mitigation, without prejudice to The Cloudy Company’s right to receive compensation for damage caused by the infringement or to take other legal measures in order to have the infringement terminated.
- The parties will treat information that they provide to each other before, during or after the performance of the Agreement confidentiality 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 on third parties engaged by them for the implementation of the Agreement.
- The Cloudy Company will not take cognizance of data that the Client stores and/or distributes via The Cloudy Company’s systems, unless this is necessary for the proper execution of the Agreement or The Cloudy Company is obliged to do so by virtue of a legal provision or court order. In that case, The Cloudy Company will make every effort to limit the knowledge of the data as much as possible, insofar as this is within its power.
Changes to General Terms and Conditions
- The Cloudy Company reserves the right to change or supplement these terms and conditions.
- Changes also apply to agreements already concluded with due observance of a term of 30 days after announcement of the change on the website of The Cloudy Company or by electronic message. Minor changes can be made at any time.
- If the Client does not wish to accept a change in these terms and conditions, he may terminate the agreement by this date until the date on which the new terms and conditions take effect.
- Dutch law applies to this agreement.
- Insofar as not dictated otherwise by mandatory law, all disputes that may arise as a result of this agreement will be submitted to the competent Dutch court in Amsterdam.
- If any provision of this agreement proves to be invalid, this will not affect the validity of the entire agreement. In that case, the parties will determine (a) new provision(s) as a replacement, which will give shape to the intention of the original Agreement and General Terms and Conditions as much as legally possible.
- In these terms and conditions, “written” also includes e-mail and communication by fax, provided that the identity and integrity of the e-mail or fax is sufficiently established.
- The version of any communication, measurement (monitoring) received or stored by The Cloudy Company, is considered authentic, unless the Client provides proof to the contrary.
- The parties will always inform each other without delay of any changes in name, postal address, e-mail address, telephone number and, if requested, bank or giro number. The Client must implement these changes via email. If the Client demonstrably remains in default and can no longer be reached under any of the last contact details provided, The Cloudy Company has the right to terminate paid services and to cancel unpaid services with immediate effect.
- Each Party is only entitled to transfer its rights and obligations under the Agreement to a third party with the prior written consent of the other Party.
- The General Terms and Conditions have been drawn up in English. The English text is binding in the event of any difference in content or purport with a translated version given by The Cloudy Company.