Effective Date: July 1st, 2023 Article 1. Definitions 1. Vianubis: trade name of Straeder, located in Hoofddorp and registered with the Chamber of Commerce under file number 90442156. Client: the natural person or legal entity that has entered into an Agreement with Vianubis or to whom Vianubis has made an offer thereto. General Terms and Conditions: the present document. Service: the specific service that Vianubis agrees with the Client, as stated in the Agreement or offer. Agreement: the agreement between Vianubis and the Client pursuant to which Vianubis will perform the Service. Website: Vianubis.eu Domain Name Supplier: an Issuing authority or Registrar, which supplies domain names under one or more specific domain name extensions on behalf of the Client. Issuing Authority: organization listed by IANA as the Sponsoring Organization for one or more specific extensions and is thus authorized to register domain names with these extensions. For all domain names with the extension(s) assigned to the Issuing Authority, it manages the central database and zone, with the help of which domain names can be used. Registrar: an organization that has received permission from an Issuing Authority to directly register or modify domain names in the central database. Extension: the suffix of a domain name after the first dot, such as ‘.eu’ in Vianubis.eu. Domain Name Holder: the holder of a domain name according to the Issuing Authority.
Article 2. Offer, Proposal, and Acceptance Vianubis will prepare an offer indicating what is included in the Service and the amount due upon acceptance. Only the description of the Service indicated in the offer is binding. It is also possible for the Client to use the electronic ordering process on the Website to purchase the Service. The amount due as indicated on the Website is also binding, as is the description of the Service provided there. An offer is non-binding and valid for 30 days after being sent by Vianubis, unless otherwise stated in the offer. If it appears that information provided by the Client is incorrect, Vianubis has the right to adjust prices accordingly. These General Terms and Conditions always apply to the Agreement, unless explicitly agreed otherwise in writing. In addition to the General Terms and Conditions, specific products and/or services may have additional terms. Vianubis makes these terms available before or during the conclusion of the Agreement, primarily through a direct hyperlink. Provisions or conditions set by the Client that deviate from, or are not included in, these General Terms and Conditions are only binding for Vianubis if and insofar as they have been expressly accepted by Vianubis in writing. The Agreement is established after the Client has accepted the offer online or in writing. After acceptance, the Agreement may only be amended with mutual consent. The Agreement commences from the moment notification of acceptance by the Client is received by Vianubis.
Article 3. Execution of the Service After the establishment of the Agreement, Vianubis will perform the Service as soon as possible in accordance with the offer, electronic order, or the order made by letter or email. Unless otherwise agreed in writing, Vianubis guarantees that the Service will be performed to the best of its ability, applying sufficient care and craftsmanship. To the extent that proper execution of the Service requires, Vianubis has the right to have certain tasks carried out by third parties. Any additional costs associated with this will be charged to the Client, unless otherwise agreed. The Client is obliged to do and refrain from doing anything that is reasonably necessary and desirable to enable a timely and correct execution of the Service. In particular, the Client ensures that all data, which Vianubis indicates are necessary or of which the Client should reasonably understand that they are necessary for the performance of the Service, are provided to Vianubis in a timely manner. Vianubis is not allowed to independently make changes to the material provided by the Client without prior permission from the Client, except for changes that Vianubis deems necessary to properly perform the Service and which do not alter the essential content of the material. If it is part of the Service, Vianubis will provide the Client with an administrative username and password. With these details, the Client has access to an administrative account and a management tool with which the Client can manage the delivery of the Service and manage accounts for individual users and set the possibilities and limitations for these individual users of the Service, all within the limits indicated in the Agreement. Any action taken through the administrative account, or an account of an individual user is deemed to occur under the responsibility and risk of the Client. Vianubis cannot be held liable for this. In case of a suspicion of abuse of an account, the Client must report this to Vianubis as soon as possible so that measures can be taken. Delivery times specified by Vianubis, unless it is explicitly indicated in writing that it concerns a final deadline, always have an indicative intent. Even in the case of an agreed final deadline, Vianubis is only in default after the Client has formally given written notice of default. Exceeding agreed delivery times, for whatever cause, does not entitle to compensation, unless otherwise agreed in writing. Vianubis has the right to (temporarily) take out of use or limit the use of delivered products and services, or to deliver them not at all or only to a limited extent, if the Client in respect of the Agreement fails to fulfill an obligation to Vianubis or acts in violation of these conditions.
Article 4. Prices All prices are exclusive of value-added tax (VAT) and other government levies, unless otherwise stated. All prices on the website, quotes, brochures, and other documentation from Vianubis are subject to programming and typing errors. No liability is accepted for the consequences of such errors. If the Agreement is a continuing performance contract, Vianubis is entitled to increase the rates used at any time. Vianubis will notify the Client of rate changes at least two (2) months in advance via the website or email. In the event of a price increase, the Client has the right to terminate the Agreement, with a notice period of one (1) month. Without the possibility of cancellation by the Client, being a business, Vianubis has the right to increase all prices agreed with the Client by 4% each year on January 1st. All costs arising from the Agreement for Vianubis are to be borne by the Client, unless otherwise agreed.
Article 5. Hosting and Related Services If the Service (also) includes the provision regarding storage and/or transmission of material provided by the Client to third parties, such as in the case of web hosting or email services, the following stipulations in this article also apply. The Client shall not publish or offer information via (the servers of) Vianubis that is in violation of Dutch law. This specifically includes, but is not limited to, information that is offered without the consent of the copyright holder(s), information that is defamatory, threatening, offensive, racist, inciting hatred or discrimination, contains child pornography, and information that violates the privacy of third parties or constitutes a 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 jurisdiction concerned). Vianubis maintains a complaint procedure that allows third parties (hereinafter: reporters) to file a complaint if they believe there is such a violation. If Vianubis deems the complaint justified, it is entitled to remove or block access to the material. Vianubis is also entitled in such cases to provide the personal data of the Client to the reporter or the competent authorities. Vianubis will inform the Client about the progress of this procedure. In the case of potentially criminal information, Vianubis is entitled to report this to the authorities. Vianubis can provide all relevant information about the Client and the information to the competent authorities and perform any other actions that these authorities request Vianubis to carry out in the context of the investigation. In the case of repeated (justified) complaints about the information provided by the Client, Vianubis is entitled to dissolve and/or terminate the Agreement. The Client indemnifies Vianubis for all damages resulting from the aforementioned. Vianubis is not liable for any damage that the Client suffers due to an intervention by Vianubis as part of the complaint procedure, even if the complaint turns out to be unjust and the information is not in violation of Dutch law. The Client shall refrain from hindering other Clients or internet users and causing damage to the servers. The Client is prohibited from starting processes or programs, whether or not via the server, if the Client knows or reasonably suspects that this will hinder Vianubis, other Clients, or internet users, or cause damage. Vianubis will inform the Client of any measures taken. The Client must adhere to the generally accepted rules of conduct on the internet as laid down in RFC1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and future amendments thereof. Without Vianubis's permission, the Client is prohibited from transferring the username(s) and password(s) provided by Vianubis to third parties. Vianubis may set a limit on the amount of storage space or data traffic per month that the Client may use as part of the Service. If this limit is exceeded, Vianubis is authorized to charge an additional fee, in accordance with the rates for additional data traffic stated on the Website. No liability exists for the consequences of not being able to send, receive, store, or modify data once an agreed limit for storage space or data traffic has been reached. The Client hereby grants Vianubis an unlimited license to distribute, store, transmit, or copy all materials disseminated by the Client through the systems of Vianubis in any manner deemed appropriate by Vianubis, but only to the extent reasonably necessary for the fulfillment of the Agreement by Vianubis. In addition to the obligations under the law, damage resulting from incompetence or failure to act in accordance with the above points is the responsibility of the Client.
Article 6. Domain Names and IP Addresses If the Service (also) includes Vianubis mediating for the Client in obtaining a domain name and/or IP address, the stipulations in this article apply additionally. The application, assignment, and any use of a domain name and/or IP address are subject to the rules and procedures of the relevant Domain Name Suppliers, including the Foundation for Internet Domain Registration in the Netherlands and RIPE. The respective authority decides on the assignment of a domain name and/or IP address. Vianubis only plays a mediating role in the application and does not guarantee that an application will be honored. The Client can only ascertain the fact of registration from the confirmation by email from Vianubis, which states that the requested domain name has been registered. An invoice for registration costs is not a confirmation of registration. The Client indemnifies and holds Vianubis harmless for any damage related to (the use of) a domain name by or on behalf of the Client. Vianubis is not liable for the Client losing their 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 meantime, except in cases of intent or gross negligence on the part of Vianubis. If Vianubis registers a domain name in its own name on behalf of the Client, Vianubis will cooperate with requests from the Client for the transfer, handover, or cancellation of this domain name. The Domain Name Holder and the Client are considered to be the same (legal) person. If the Client and the Domain Name Holder are different (legal) persons, then the following also applies, unless the Domain Name Holder is Vianubis or a local contact person of Vianubis on behalf of the Client: a. The Client obliges themselves to inform the Domain Name Holder about and ensure they comply with Article 6, section 8, which applies to the Client; b. The Client remains responsible for complying with all other provisions of the Agreement. The Client must adhere to all registration conditions, stipulations, and (dispute) resolutions that Domain Name Suppliers set for the application, assignment, or use of a domain name and/or IP address. The Client is referred to domain name conditions associated with the respective extension on a summary page. The domain name conditions are part of the Agreement. Vianubis has the right to make the domain name and/or IP address inaccessible or unusable, or to place it in its own name if the Client is demonstrably in default in fulfilling the Agreement, however only for the duration that the Client is in default and only after a reasonable period for compliance has been set in a written notice of default. In the event of the dissolution of the Agreement due to the Client's non-performance, Vianubis is entitled to cancel the domain name and/or IP address. The Client acknowledges the Vianubis privacy statement and agrees to the processing of personal data for domain names as described in the privacy statement. If, at the Client's request, data from the WHOIS is shielded or hidden, this does not mean that Vianubis will no longer be able to provide (Name, Address, and Place of residence) data to the competent authorities. If Vianubis is legally obligated to provide information to competent authorities, Vianubis will comply with this obligation at all times.
Article 7. Availability of the Service Vianubis will strive to achieve uninterrupted availability of its systems and networks and to enable access to data stored by Vianubis but does not guarantee this unless otherwise agreed in the offer or the electronic ordering process through a designated Service Level Agreement (SLA). Unless otherwise stipulated in such an SLA, the availability is subject to the provisions of this article. Vianubis does not provide backup copies (back-ups) to the Client unless the Client has taken an additional SLA for this purpose. It is therefore the responsibility of the Client to make backup copies of the data stored at Vianubis. Vianubis will endeavor to keep the software it uses up to date. However, Vianubis is dependent on its supplier(s) for this. Vianubis is entitled not to install certain updates or patches if it believes that doing so would not be beneficial to the correct delivery of the Service. Vianubis will strive to ensure that the Client can use the networks that are directly or indirectly connected to the Vianubis network. However, Vianubis cannot guarantee that these networks will be available at any given time. If, in the opinion of Vianubis, a risk arises for the functioning of the computer systems or network of Vianubis or third parties and/or for the provision of services via a network, in particular due to excessive sending of email or other data, poorly secured systems, or activities of viruses, Trojans, and similar software, Vianubis is entitled to take all measures it deems reasonably necessary to avert or prevent this danger.   Article 8. Liability The liability of Vianubis for direct damage suffered by the Client as a result of gross negligence or willful recklessness by Vianubis in the performance of its obligations under this Agreement, or by an unlawful act by Vianubis, its employees, or third parties engaged by them, is per event or a series of related events limited to an amount equal to the fees that the Client owes under this Agreement per year (excluding VAT). In any case, the total compensation for direct damage will not exceed 1,000 euros (excluding VAT). Liability of Vianubis for indirect damage, including consequential damage, lost profits, missed savings, loss of (business) data, and damage due to business stagnation, is excluded.
Apart from the cases mentioned in Article 8.1, Vianubis has no liability for compensation whatsoever, regardless of the basis on which an action for compensation would be established. However, the maximum amounts mentioned in Article 8.1 will be null and void if and insofar as the damage is the result of intent or gross negligence by the management of Vianubis. Any liability of Vianubis pursuant to Article 8.1 of the Agreement only arises if the Client promptly and properly issues a written default notice to Vianubis, stating a reasonable period for remedying the failure, and Vianubis continues to be culpably in breach of its obligations after that period. The notice of default must contain a description of the failure in as much detail as possible, so that Vianubis is able to respond adequately. Vianubis is never liable for damage caused by force majeure. A condition for the right to any compensation is always that the Client reports the damage in writing or via email to Vianubis within 30 days after its occurrence. The Client indemnifies Vianubis against all third-party claims for liability as a result of a defect in the Service provided by the Client to a third party, which included items, materials, or results delivered by Vianubis.
Article 9. Disruptions and Force Majeure Vianubis has the right to temporarily disable its systems, including the Website, or parts thereof, for maintenance, modification, or enhancement. Vianubis will try to schedule such downtime as much as possible outside of office hours and will endeavor to inform the Client in advance about the planned downtime. However, Vianubis is never liable for compensation for any damage in connection with such downtime. Vianubis has the right to modify its systems, including the Website, or parts thereof, from time to time to improve functionality and to correct errors. If a modification leads to a substantial change in functionality, Vianubis will endeavor to inform the Client thereof. In the case of modifications that are relevant to multiple clients, it is not possible to opt out of a specific modification for the Client only. Vianubis is not obligated to any compensation for damage caused by such a modification. Vianubis will strive to inform the Client about the nature and expected duration of the interruption in the event that the Service is not available due to disruptions, maintenance, or other causes. In the event of force majeure, which includes but is not limited to disruptions or failures of the internet, telecommunications infrastructure, synflood, network attack, DoS or DDoS attacks, power failures, civil unrest, mobilization, war, transport stoppages, strikes, lockouts, business disturbances, supply stagnation, fire, flooding, import and export restrictions, and in the event that Vianubis is prevented from delivering by its own suppliers, regardless of the reason, such that performance of the Agreement cannot reasonably be expected from Vianubis, the performance of the Agreement will be suspended, or the Agreement will be terminated if the force majeure situation has lasted more than ninety days, all without any obligation for compensation. To ensure that messages from Vianubis are properly delivered to its customers, Vianubis equips the messages with tracking cookies.
Article 10. Duration and Termination If the Service involves the periodic provision of services for a certain term, the Agreement is deemed to have been entered into for the minimum term indicated per service. If this minimum term expires without either party expressing the desire to terminate at least one (1) month before the contract's end date, the contract is automatically extended by 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 has not expressed the desire to terminate before the end of the minimum term, the contract is automatically converted to an indefinite term, with a notice period of one month. If the Client is a natural person who does not act in the exercise of a profession or business, after tacit renewal, they may terminate on any day. The termination will take effect one month after the receipt of the termination notice. 'One month' notice period means up to and including the day with the same number in the following month. Upon termination, cancellation, or dissolution for any reason, Vianubis is entitled to immediately delete or make inaccessible all stored data and to terminate all accounts of the Client. Vianubis is not obligated in that case to provide the Client with a copy of this data. The Client may communicate a termination through the same channel through which the Agreement was entered into. In addition, the Client may also terminate via My Vianubis and in writing. Since some channels are susceptible to abuse and identity theft, Vianubis may take measures in the Client's interest to reduce the risk of such abuse. For security reasons, Vianubis requests that the Client always log in to My Vianubis and terminate the service from there. If the Client is a natural person who does not act in the exercise of a profession or business, the Client has the right, without stating reasons, to dissolve the Agreement within fourteen days after its formation, unless Vianubis has already started the execution of the Agreement with the Client's consent within this period. Services that are excluded from the fourteen-day cooling-off period are listed including the reason at: https://www.Vianubis.eu/right-of-withdrawal. If the Client fails to fulfill any obligation arising from the Agreement, Vianubis has the right to terminate all contracts concluded with the involved Client without the need for a notice of default or judicial intervention and without prejudice to Vianubis's right to compensation for damages, lost profits, and interest.
Article 11. Payment Terms The Client's obligation to pay begins at the moment the agreement is concluded. The payment relates to the period starting on the day the products and services of Vianubis are actually made available. Vianubis will send an invoice to the Client for the amount due. The payment term of this invoice is 14 days from the date of the invoice unless otherwise indicated on the invoice or otherwise agreed in the Agreement. The Client agrees to electronic invoicing by Vianubis. Deviating from the previous clause, Vianubis is not obliged to send an invoice if the Agreement is a continuing performance contract. In that case, the Client shall pay in advance the amount due for that period to Vianubis on a monthly basis or another agreed term. The due costs are charged in advance depending on the term for which the agreement is entered into and must be paid in advance, otherwise, Vianubis retains the right to (temporarily) suspend the services. If the Client has not paid on time, this will be communicated to the Client, and a further term for payment will be set. If payment is not made within this term, the Client is in default without further notice of default and is then due the statutory interest as referred to in articles 6:119a and 6:120 of the Dutch Civil Code (statutory commercial interest). If the Client is a natural person not acting in the exercise of a profession or business, then they are due the statutory interest as referred to in article 6:119 of the Dutch Civil Code. If due amounts cannot be collected or received due to the Client's actions, Vianubis will charge at least 10 euros for administrative costs. The aforementioned administrative costs will be increased to a maximum of 40 euros if the Client remains negligent in fulfilling Vianubis's claim and Vianubis is forced to hand over its claim. In the latter case, the Client is also obliged to pay a reasonable reimbursement of extrajudicial costs, including all costs as referred to in article 6:96 of the Dutch Civil Code. If Vianubis has had to incur additional (other than mentioned above) costs to collect the amount due, these will be recovered from the Client. If the Client believes that the charged costs are incorrect, they can make their objections known to Vianubis within two weeks after the invoice date. Upon receipt of the objection, Vianubis will investigate the accuracy of the invoice amount. The claim for payment is immediately due in the event the Client is declared bankrupt, applies for a suspension of payment, or if a comprehensive seizure of the Client's assets is made, the Client dies, and furthermore, if they go into liquidation or are dissolved. In the aforementioned cases, Vianubis also has the right to terminate or suspend the execution of the Agreement or any part thereof not yet executed without notice of default or judicial intervention, without any right to compensation for damage that may occur to the Client as a result.
Article 12. Intellectual Property Rights All intellectual property rights to all materials, software, analyses, designs, documentation, advice, reports, quotes, and also preparatory materials thereof, developed or made available in the context of the Service, belong exclusively to Vianubis or its licensors. The Client only acquires the usage rights and powers that result from the scope of the Agreement or that are granted in writing, and for the rest, the Client shall not reproduce or disclose the software or other materials. The Client is not permitted to remove or alter any indication of copyrights, trademarks, trade names, or other intellectual property rights from the materials, including indications concerning the confidential nature and secrecy of the materials. Vianubis is allowed to take technical measures to protect the materials. If Vianubis has secured the materials through technical protection, the Client is not permitted to remove or circumvent this security. Any use, duplication, or disclosure of the materials that falls outside the scope of the Agreement or granted usage rights is considered an infringement of copyright. The Client will pay an immediately enforceable and not judicially modifiable fine of 2,000 euros per infringing act to Vianubis, in addition to Vianubis's right to obtain compensation for the damage caused by the infringement or to take other legal measures to end the infringement.
Article 13. Confidentiality Parties shall treat as confidential the information they provide to each other before, during, or after the execution of the Agreement when this information is marked as confidential or when the receiving party knows or reasonably should have known that the information was intended to be confidential. Parties also impose this obligation on their employees as well as third parties engaged by them for the execution of the Agreement. Vianubis will not access data that the Client stores and/or distributes via Vianubis's systems unless this is necessary for the proper execution of the Agreement or Vianubis is obliged to do so by a legal provision or judicial order. In that case, Vianubis will endeavor to limit the knowledge of the data as much as possible, to the extent that this is within its power. Article 14. Changes to General Terms and Conditions Vianubis reserves the right to change or supplement these terms. Changes also apply to all agreements already concluded with a period of 30 days after the change is announced on the Vianubis website or by electronic communication. Minor changes can be made at any time. If the Client does not want to accept a change in these terms, he can terminate the agreement against the date the new terms come into effect.
Article 15. Final Provisions Dutch law applies to this agreement. Insofar as mandatory law does not prescribe otherwise, any disputes arising from this agreement will be submitted to the competent Dutch court in Amsterdam.
If any provision of this agreement turns out to be void, it does not affect the validity of the entire agreement. In that case, the parties will establish a new provision(s) that reflects the original agreement and general terms and conditions as legally possible. In these terms and conditions, 'in writing' also includes email, provided that the identity and integrity of the email are sufficiently established.
The version of any communication received or stored by Vianubis is considered authentic, subject to proof to the contrary provided by the Client.
Parties shall promptly inform each other of any changes in name, postal address, email address, telephone number, and, if requested, bank or giro number. The Client must make these changes via My Vianubis. If the Client demonstrably fails to do so and is not reachable at any of the last provided contact details, Vianubis has the right to terminate paid services at the end of the contract term and to terminate unpaid services immediately.
Each Party is only entitled to transfer its rights and obligations from the Agreement to a third party with the prior written consent of the other Party.
The general terms and conditions are drawn up in Dutch and English. In the event of any difference in content or intent, the Dutch text is binding.