These general terms and conditions apply to every offer or quotation made by vBoxx concerning Services and are an integral part of every Agreement between vBoxx and the Customer. Provisions or conditions set by the Customer that deviate from or are not included in these General Terms and Conditions are binding on vBoxx only if and to the extent that they have been expressly accepted in writing by vBoxx.

Terms written with a capital letter have the meaning as mentioned in the first article.

In these terms, the following is understood:

1.1. vBoxx: the company vBoxx B.V., located in The Hague and registered with the Chamber of Commerce under file number 55105092.
1.2. vBoxx Website: the website of vBoxx, accessible via the domain https://vboxx.eu.
1.3. Subscription: the Agreement whereby one or more parties commit to continuously or repeatedly performing services for a certain period (e.g., a hosting contract of 12 months).
1.4. Account: the access right to a user interface through which the Customer can manage and configure certain aspects of the Services, as well as the configuration(s) and files stored for the Customer.
1.5. General Terms and Conditions: the provisions of this document.
1.6. Customer: the natural or legal person with whom vBoxx has entered into an Agreement. Also refers to the person negotiating or negotiating with vBoxx, as well as their representative(s), authorized person(s), legal successor(s), and heirs.
1.7. Services: the products and/or services that vBoxx will provide to the Customer under an Agreement.
1.8. Materials: all works such as websites and (web) applications, software, house styles, logos, folders, brochures, leaflets, signage, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports, and other intellectual creations, as well as preparatory materials and (encoded or not) files or data carriers on which the Materials are stored.
1.9. Agreement: every agreement between vBoxx and the Customer under which vBoxx provides Services to the Customer.
1.10. In Writing: in addition to paper documents, also includes e-mail and fax communication, provided the identity of the sender and the integrity of the message can be sufficiently established.
1.11. Applications with Increased Risk: applications where an error in the Services could lead to death or serious injury, significant environmental damage, or loss of (personal) data with very high consequential damage. Examples include: transportation systems where an error could result in train derailments or plane crashes; medical systems where an error could lead to a patient receiving no or incorrect treatment; systems on which a substantial portion of the population depends for receiving crucial government services, such as DigiD; systems containing (many) medical or other sensitive data under the General Data Protection Regulation.

Article 2. Conclusion of the Agreement

2.1. The Customer may request the Services directly from the vBoxx Website. The Agreement is formed when vBoxx sends the (possibly automatically generated) e-mail confirming and accepting the request. The Customer may also request a quotation without obligation. The Agreement is formed when the acceptance of the quotation is received, provided it occurs before the end date mentioned in the quotation.
2.2. Closed Agreements are final. vBoxx does not enter into Agreements with consumers.

Article 3. Execution of the Agreement

3.1. After the Agreement has been concluded, vBoxx will perform it to the best of its ability and with sufficient care and professionalism.
3.2. vBoxx will strive to achieve good quality and uninterrupted availability of Services and related systems and networks, as well as to provide access to the data stored by the Customer. However, vBoxx does not guarantee quality or availability unless otherwise agreed upon in the quotation via a specifically designated Service Level Agreement (SLA).
3.3. Delivery deadlines specified by vBoxx are always indicative, unless the applicable SLA deadlines stipulate otherwise as a performance obligation.
3.4. If the proper execution of the Agreement requires it, vBoxx has the right to have certain tasks performed by third parties. Any unexpected additional costs incurred in this regard will be borne by the Customer, unless otherwise agreed upon. These General Terms and Conditions also apply to the work carried out by third parties under the Agreement.
3.5. If agreed, vBoxx will provide the Customer with access to an Account. The Account will be accessible by entering a password and username. Every action carried out via the Customer’s Account or an Account created by the Customer is deemed to be performed under the responsibility and risk of the Customer. If the Customer suspects or reasonably should suspect or know that an Account is being misused, they must report it to vBoxx as soon as possible so that measures can be taken.
3.6. vBoxx will be available for a reasonable level of remote customer support by phone and email during regular office hours, unless the applicable SLA specifies otherwise.
3.7. All changes to the Agreement, either at the Customer’s request or due to the necessity of a different execution, will be considered as additional work if there are additional costs involved, and as less work if there are fewer costs. These will be invoiced accordingly to the Customer.

4.1. The Customer is obligated to do everything reasonably necessary and desirable to ensure the timely and correct execution of the Agreement. In particular, the Customer is responsible for ensuring that all data which vBoxx indicates as necessary or which the Customer reasonably should understand as necessary for the performance of the Services, is provided to vBoxx in a timely manner. The period within which vBoxx must execute the Agreement will not commence until all required data has been received by vBoxx.

4.2. If the Customer knows or can reasonably assume that vBoxx will need to take certain (additional) measures to fulfill its obligations, the Customer must inform vBoxx immediately. This obligation applies, for example, if the Customer knows or anticipates that an extraordinary peak in system load will occur, which could potentially cause unavailability of the Services. This is especially true if the Customer knows that Services are also being provided to others via the same systems that vBoxx uses to provide Services to the Customer. vBoxx will make every effort to prevent unavailability of the Services after being notified. Unless expressly agreed upon in writing, all reasonable additional costs incurred may be charged to the Customer.

4.3. The Customer may not use the Services for Applications with Increased Risk, unless the Service is explicitly marked as suitable for such applications. If none of the Services is marked as suitable, the Customer may request a customized agreement from vBoxx.

4.4. If the Customer requires any license or other authorization from authorities or third parties for the specific use of the Services, the Customer is responsible for obtaining it. The Customer guarantees to vBoxx that they hold all necessary licenses and/or authorizations for the use of the Services.

5.1. The Customer is prohibited from using the Services in violation of Dutch or other applicable laws or regulations or infringing on the rights of others.

5.2. It is prohibited (whether legal or not) by vBoxx to offer or distribute Materials via the Services that:

• are unmistakably intended to assist in infringing the rights of third parties, such as websites with (exclusively or primarily) hacking tools or explanations about computer crime intended to enable the reader to commit the described criminal acts;
• are unmistakably defamatory, slanderous, offensive, racist, discriminatory, or incite hatred;
• contain child pornography or bestiality pornography or are clearly aimed at helping others find such material;
• infringe on the privacy of third parties;
• contain hyperlinks, torrents, or references to material that unmistakably infringes copyright, neighboring rights, or portrait rights;
• contain unsolicited commercial, charitable, or ideological communication;
• contain malicious content such as viruses or spyware.

5.3. The distribution of pornographic Materials via the Services is only allowed if expressly stated as permitted in the offer.

5.4. The Customer must refrain from hindering other customers or internet users or causing damage to vBoxx’s systems or networks or those of other customers.

5.5. If vBoxx determines that disturbance, damage, or another danger arises for the functioning of the computer systems or network of vBoxx or third parties and/or the service provision via the internet, vBoxx is entitled to take all necessary measures to eliminate or prevent this danger.

5.6. When vBoxx receives a complaint about the violation of this article by the Customer or identifies such a violation itself, vBoxx will inform the Customer as soon as possible.

5.7. If vBoxx believes there has been a violation, it will block access to the relevant Material, without permanently deleting it. vBoxx will make efforts to avoid affecting other Materials.

5.8. vBoxx is always entitled to report criminal offenses it identifies.

5.9. Although vBoxx strives to act as carefully as possible regarding complaints, it is not liable for damages resulting from measures such as those mentioned above.

5.10. The Customer may resell the Services (“reselling”) only in combination with their own products and without mentioning vBoxx as the supplier. The Customer remains liable for their buyers.

6.1. The request, allocation, and use of a domain name are subject to the rules of the relevant registering authorities. vBoxx only acts as an intermediary.

6.2. Only a confirmation from vBoxx that a domain name has been registered constitutes proof of registration.

6.3. The Customer indemnifies vBoxx from any damages related to the use of domain names.

6.4. The Customer must adhere to the rules of the registering authority.

6.5. In case of serious default, vBoxx may make a domain name inaccessible or temporarily take it over.

6.6. Upon termination of the Agreement due to default, vBoxx is entitled to terminate a domain name with a notice period of two months.

7.1. vBoxx may impose a maximum on the amount of storage or data traffic the Customer may or can actually use per month within the scope of the Services.

7.2. If the Customer exceeds the applicable limits, vBoxx may retrospectively charge for the excess use without warning, according to the rates in the price list.

7.3. No liability is accepted for the consequences of being unable to send, receive, store, or modify data if a set limit for storage or data traffic is exceeded.

7.4. If excessive data traffic is caused by an external source (such as a denial of service attack), vBoxx is entitled to reasonably pass on the costs to the Customer.

8.1. All intellectual property rights to any Materials developed or made available by vBoxx under the Agreement are exclusively owned by vBoxx or its licensors.

8.2. The Customer is granted only the usage rights and powers explicitly granted in these General Terms and Conditions, the Agreement, or otherwise in writing, and, except as provided herein, the Customer shall not reproduce or make these Materials publicly available. The aforementioned is subject to the exception where it is evidently omitted by mistake to explicitly grant such a right to the Customer. The release of the source code of Materials, however, is always only mandatory if explicitly agreed upon.

8.3. Unless otherwise agreed in writing, the Customer is not permitted to remove or alter any designation regarding copyrights, trademarks, trade names, or other intellectual property rights from these Materials, including indications regarding the confidential nature and secrecy of the Materials.

8.4. vBoxx is permitted to take technical measures to protect its Materials. If vBoxx has protected these Materials by technical means, the Customer is not allowed to remove or bypass this protection, except where the law explicitly provides otherwise.

9.1. Unless a price is explicitly stated otherwise, all prices quoted by vBoxx are exclusive of VAT and other levies imposed by government authorities.

9.2. If a price is based on data provided by the Customer and this data proves to be incorrect, vBoxx has the right to adjust the prices accordingly, even after the Agreement has been concluded.

9.3. If the Agreement concerns a Subscription, vBoxx is entitled to adjust the rates once per year to reflect inflation, as determined by the relevant price index of the CBS (Statistics Netherlands).

9.4. The same conditions and procedures apply to price changes as for changes to the Services and these General Terms and Conditions.

10.1. vBoxx will invoice the amounts due by the Customer. vBoxx may issue electronic invoices. vBoxx has the right to charge amounts due periodically in advance of delivering the Services.

10.2. The payment term for an invoice is 14 days from the invoice date, unless otherwise agreed in writing.

10.3. If the Customer has not fully paid after 14 days from the payment deadline, they are automatically in default without the need for a notice of default.

10.4. If the Customer is in default, the following consequences apply:

• Interest on the outstanding amount is payable at the legal rate, or 2% per month if higher;
• The Customer owes €7.50 in administrative costs for each reminder and collection notice;
• Websites and other Materials hosted for the Customer may be made inaccessible without further warning until the outstanding amounts, interest, and such have been paid.

10.5. Customer is not allowed to invoke suspension, set-off or deduction, unless Customer is a consumer.

10.6. If Customer fails to comply with any of the obligations in the Agreement, vBoxx is, without sending Customer a notice of default, entitled to take back delivered goods in addition to the delivered Services, without prejudice to the right of vBoxx to compensation for damage, lost profits and interest.

11.1. vBoxx is not liable in the context of the formation or execution of the Agreement, except in the cases specified below, and at most up to the limits mentioned therein.

11.2. vBoxx’s total liability for damages suffered by the Customer as a result of a breach of vBoxx’s obligations under the Agreement, explicitly including any failure to meet an agreed warranty obligation, or through wrongful actions by vBoxx, its employees, or third parties it has engaged, is limited per incident or a series of related incidents to an amount equal to the total fees (excluding VAT) that the Customer will owe under the Agreement, or, if the Agreement lasts more than six (6) months, an amount equal to the fees the Customer has paid in the last six (6) months. In no case, however, will the total compensation for direct damages exceed ten thousand (10,000) euros (excluding VAT).

11.3. vBoxx is expressly not liable for indirect damages, consequential damages, lost profits, missed savings, or damages due to business interruption.

11.4. vBoxx’s liability for a failure to comply with the Agreement will only arise if the Customer immediately and adequately notifies vBoxx in writing, specifying a reasonable period to remedy the breach, and vBoxx continues to fail to comply with its obligations after that period. The notice must contain a detailed description of the breach so that vBoxx can respond appropriately. The notice must be received by vBoxx within 30 days of discovering the damage.

11.5. The exclusions and limitations in this article will not apply if and to the extent that the damage is the result of intent or gross negligence by the management of vBoxx.

11.6. The Customer is liable to vBoxx for damages caused by a mistake or breach attributable to the Customer. The Customer indemnifies vBoxx against claims regarding the failure to comply with the rules of conduct in these General Terms and Conditions when using the Services, either by the Customer or with the Customer’s consent. This indemnification also applies to individuals who are not employees of the Customer but have used the Services under the Customer’s responsibility or consent.

12.1. Neither party is obligated to fulfill any obligation if a circumstance occurs that is beyond their control and could not have been anticipated or should not have been anticipated when the Agreement was concluded, rendering all reasonable possibilities for performance impossible.

12.2. Force majeure includes (but is not limited to):

• Failures in public infrastructure over which vBoxx has no control;
• Failures caused by (D)DoS attacks or attempts to break into systems;
• Failures by vBoxx’s suppliers outside their control;
• Personnel shortages, strikes, wars, terrorist attacks, government measures.

12.3. If a force majeure situation lasts for more than three months, each party has the right to terminate the Agreement in writing. What has already been performed will be settled proportionally, without further obligations from either party.

13.1. The parties shall treat information provided to each other before, during, or after the execution of the Agreement as confidential if such information is marked as confidential or if the receiving party knows or reasonably should suspect that the information was intended to be confidential. The parties shall also impose this obligation on their employees as well as on third parties engaged by them for the execution of the Agreement.

13.2. vBoxx will not access data stored or distributed by the Customer through vBoxx’s systems, unless necessary for the proper execution of the Agreement or vBoxx is obligated to do so pursuant to a legal provision or court order. In that case, vBoxx will make reasonable efforts to limit its access to the data as much as possible, to the extent that it is within its control.

13.3. The confidentiality obligation remains in effect even after the termination of the Agreement for any reason, and will last as long as the disclosing party can reasonably claim the confidential nature of the information.

14.1. The duration of the Agreement is the period required to deliver the Services. If the Agreement is a Subscription, it is entered into for a term of one year.

14.2. If a fixed term for the Subscription is agreed upon, neither party may unilaterally terminate the Agreement before the term expires, unless there is a special reason for termination.

14.3. In the absence of timely termination, a Subscription will convert to an indefinite term after the initial contract period expires. It may then be terminated at any time with a notice period of one month.

14.4. vBoxx may immediately suspend or terminate the Agreement in writing if at least one of the following special grounds applies:

• The Customer is in default with respect to a significant obligation;
• The Customer’s bankruptcy is petitioned;
• The Customer has applied for suspension of payment;
• The Customer’s activities are terminated or liquidated.

14.5. If vBoxx suspends the fulfillment of its obligations, it retains its claims under the law and the Agreement, including the right to payment for the Services that have been suspended.

14.6. If the Agreement is terminated or dissolved, vBoxx’s claims against the Customer become immediately due. In the event of dissolution of the Agreement, amounts already invoiced for services rendered remain due, without any obligation to reverse them. In the event of dissolution by the Customer, the Customer may only dissolve the portion of the Agreement that has not yet been executed by vBoxx. If the dissolution is attributable to the Customer, vBoxx is entitled to compensation for damages directly and indirectly caused thereby.

14.7. The right to suspend in the cases mentioned above 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 vBoxx’s right to compensation for damages, lost profits, and interest.

15.1. After termination of the Agreement, either through cancellation or dissolution, vBoxx may immediately deactivate the Customer’s Account and will delete any data stored for the Customer as soon as possible. vBoxx is not obligated to provide the Customer with a copy of this data in such cases.

15.2. The deletion of data stored for the Customer is always carried out without special precautions to make the deletion irreversible. This means that, for example, a “delete” action is performed in a (standard) operating system.

16.1. vBoxx reserves the right to modify or supplement the Services and these General Terms and Conditions. Changes will also apply to Agreements already concluded, with a 30-day notice period after the change has been announced.

16.2. Changes will be announced on the vBoxx Website, via email to the Customer, or through another channel where vBoxx can prove that the announcement has reached the Customer. Non-substantial changes of secondary importance may be implemented at any time without requiring notification.

16.3. If the Customer does not wish to accept a change, the Customer must notify vBoxx in writing, stating the reasons, within two weeks of the announcement of the change. vBoxx may reconsider the change. If vBoxx does not retract the change, the Customer may terminate the Agreement by the date the new terms take effect.

16.4. Provisions relating to specific Services will take precedence over general provisions that apply to all services. Further agreements between vBoxx and the Customer will only prevail over these General Terms and Conditions if they are in writing and explicitly stated, or if it is clearly the intent of both parties.

17.1. The Agreement is governed by Dutch law.

17.2. Unless otherwise provided by mandatory law, any disputes arising from the Agreement will be submitted to the competent Dutch court in the district where vBoxx is located.

17.3. If any provision of the Agreement is found to be invalid, this will not affect the validity of the entire Agreement. The parties will then establish a new provision to replace the invalid one, which, as much as legally possible, reflects the intent of the original Agreement and General Terms and Conditions.

17.4. Information and announcements, including price indications, on the vBoxx Website are subject to programming and typographical errors. In case of any inconsistency between the Website and the Agreement, the Agreement will prevail.

17.5. The log files and other records, whether electronic or otherwise, of vBoxx form conclusive proof of the claims of vBoxx, and the version of any (electronic) communication received or stored by vBoxx is authentic, unless the Customer provides proof to the contrary.

17.6. The parties shall promptly notify each other in writing of any changes in name, mailing address, email address, phone number, and, upon request, bank account or giro number.

17.7. Neither party may assign its rights or obligations under the Agreement to a third party without the prior written consent of the other party. However, this consent is not required in the event of a company takeover or the acquisition of the majority of shares in the relevant party.