1. Definitions
1.1 Surver B.V.
The limited liability company Surver B.V., having its registered office and place of business in the Netherlands, registered in the trade register of the Chamber of Commerce, and provider of the Services as described in these terms and conditions.
1.2 Customer
Any natural or legal person who enters into, wishes to enter into, or uses an Agreement with Surver B.V., or uses the Services of Surver B.V., as well as its representatives, agents, legal successors and heirs.
1.3 Consumer
A Customer who is a natural person and acts for purposes outside his business or professional activity.
1.4 Services
All products and services offered and provided by Surver B.V., including but not limited to:
● web hosting and server services
● domain name registration and management
● web design and web development
● maintenance, support and consultancy
● all related and ancillary services
1.5 Agreement
Any agreement between Surver B.V. and Customer, regardless of the method of formation, including:
● online orders
● quote requests and acceptances
● subscriptions
● additional or follow-up assignments
1.6 Subscription
An Agreement under which Surver B.V. provides ongoing Services to Customer for a specified or indefinite period of time, whether or not for periodic payment.
1.7 Account
The digital environment (customer account) provided by Surver B.V. to Customer, which allows Customer to manage, configure, request, renew and terminate Services.
1.8 Written
Written includes communication by e-mail and through Surver B.V.'s customer account, provided that the identity of the sender is sufficiently established.
1.9 Material
All works developed or made available by Surver B.V. under the Agreement, including but not limited to websites, designs, software, code, documentation, advice and other results of intellectual labor.
1.10 Additional work
Any work or performance beyond the original Agreement, including modifications, additions or extensions requested by Customer.
1.11 Third Party
Any party that is not part of the Agreement between Surver B.V. and Customer, including suppliers, hosting partners, registries and other third-party service providers.
1.12 Force majeure
Any external cause, foreseen or unforeseen, which Surver B.V. cannot influence and as a result of which performance of the Agreement cannot reasonably be required of Surver B.V..
2. Applicability
2.1 General operation
These general terms and conditions shall apply to all offers, quotations, legal relationships and Agreements between Surver B.V. and Customer, regardless of Customer's place of business, as well as to all resulting and/or related (legal) acts.
2.2 Applicability to follow-up orders
These terms and conditions also apply to all additional orders, follow-up orders and future Agreements between Surver B.V. and Customer, even if they are not again explicitly declared applicable.
2.3 Deviations
Deviations from these General Terms and Conditions are valid only if and insofar as they have been expressly confirmed by Surver B.V. in writing. Such deviations shall apply only to the specific Agreement to which they relate.
2.4 Exclusion of Customer terms and conditions
The applicability of any general terms and conditions of Customer is expressly rejected, regardless of when they are made known.
2.5 Ranking of documents
If there is a contradiction between provisions from:
(a) an offer or Agreement; and
(b) these general terms and conditions;
then the provisions of the Agreement or quotation shall prevail.
2.6 Electronic provisioning
These general terms and conditions are made available to Customer via the Surver B.V. website and/or customer account prior to or at the conclusion of the Agreement. Upon request, they will be sent free of charge.
2.7 Language and interpretation
If these general terms and conditions are made available in multiple languages, the Dutch version shall prevail in case of differences of interpretation.
2.8 Nullity or voidability
If any provision of these general terms and conditions is null and void or annulled, the remaining provisions shall remain in full force and effect. The parties will in that case consult to determine a new provision that is as close as possible to the purpose and intent of the original provision.
2.9 Applicability to third parties
These general terms and conditions are also stipulated for the benefit of third parties engaged by Surver B.V.. These third parties may rely directly on these terms and conditions.
3. Establishment of the Agreement.
3.1 Modes of realization
An Agreement between Surver B.V. and Customer is established at the time that:
a) Customer places an order through the website or customer account and it is confirmed by Surver B.V.;
(b) Customer accepts an offer from Surver B.V. in writing or digitally;
(c) Surver B.V. actually executes a request from Customer, showing that Customer agrees to the provision of the Services.
3.2 Electronic confirmation
An electronic confirmation (such as by e-mail or through the customer account) is considered full proof of the establishment of the Agreement, unless Customer provides evidence to the contrary.
3.3 Account as a binding resource
Acts performed through Customer's Account are deemed to be legally valid and binding on Customer. Surver B.V. may assume that the person who has access to the Account is authorized to act on behalf of Customer, unless Customer demonstrates unauthorized use despite taking reasonable security measures.
3.4 Automated processes
Agreements may be (partially) automated, e.g. through direct activation of services after ordering. Customer acknowledges and accepts that such automated processes are legally valid.
3.5 Revocation of offers
Offers and quotations of Surver B.V. are without obligation, unless specifically stated otherwise. Surver B.V. is entitled to revoke an offer or quotation until it has been accepted by Customer.
3.6 Refusal of assignments
Surver B.V. reserves the right to refuse a request, order or assignment, for example in case of:
● suspicion of abuse or fraud
● previous default
● violation of laws and regulations
● technical or organizational constraints
Surver B.V. is not required to provide further justification unless required by law.
3.7 Changes after creation
Amendments to the Agreement after its conclusion are only valid if agreed in writing. Surver B.V. is entitled to refuse a request for amendment or to impose additional conditions.
3.8 Multiple legal entities/representation
If Customer acts on behalf of a legal entity or third party, Customer represents that it is authorized to bind that party. Customer indemnifies Surver B.V. against any claims arising from unauthorized representation.
3.9 Cohesive services
If Customer purchases multiple Services, each constitutes a separate Agreement, unless expressly agreed otherwise.
4. Quotations and customization (web design & development).
4.1 All offers and quotations by Surver B.V. are without obligation, unless expressly stated otherwise. Quotations are valid for a period of 14 days, unless another period is indicated.
4.2 Quotations are based on the information provided by Customer. Customer warrants the accuracy and completeness of this information. If this information turns out to be incorrect or incomplete, Surver B.V. is entitled to adjust the quotation and/or the Agreement.
4.3 A quotation accepted by Customer constitutes the full representation of the agreed work. Work not explicitly included in the quotation is excluded from the Agreement.
4.4 Changes, additions or extensions to the original order, whether communicated verbally, in writing or through the customer account, shall be considered additional work and charged separately.
4.5 Surver B.V. is not obliged to perform additional work without the prior agreement of Customer, unless reasonably necessary for the performance of the Agreement. In that case Surver B.V. will inform Customer as soon as possible.
4.6 Surver B.V. has in custom services such as web design and development an obligation to perform to the best of its ability and not an obligation to achieve a result, unless expressly agreed otherwise in writing.
4.7 Delivery periods given by Surver B.V. are indicative and are not to be considered deadlines. Exceeding a term does not entitle Customer to compensation or dissolution of the Agreement, unless there is intent or gross negligence.
4.8 Surver B.V. is entitled to suspend the performance of work until Customer has provided all necessary information, materials and/or approvals.
4.9 Surver B.V. is entitled to require a down payment or phased payment for custom services. Work may be suspended if (partial) payments are not made on time.
4.10 Surver B.V. reserves the right not to execute an order in whole or in part if execution is contrary to laws and regulations, public order or morality, or if Surver B.V. cannot reasonably be required to execute the order.
4.11 Concepts, designs and intermediate results delivered by Surver B.V. remain the property of Surver B.V. until full payment has been made and may not be used, published or distributed without permission.
4.12 Customer is responsible for timely feedback and approval of delivered parts. Delay as a result of failure to provide feedback shall be entirely at the expense and risk of Customer.
4.13 If Client cancels the order after acceptance of an offer, Surver B.V. is entitled to charge for work already performed, costs incurred and reserved capacity.
5. Right of withdrawal (consumers)
5.1 This article applies only if Customer is a Consumer.
5.2 Consumer has the right to dissolve the Agreement without giving reasons within a period of 14 days after the conclusion of the Agreement.
5.3 To make use of the right of withdrawal, Customer must inform Surver B.V. unambiguously within the period mentioned in paragraph 2, for example by e-mail or through the customer account.
5.4 If Customer revokes the Agreement, Customer shall receive back all payments made up to that point without delay and at the latest within 14 days of revocation, using the same means of payment with which the original transaction was made, unless expressly agreed otherwise.
5.5 If the performance has started with the express prior consent of Customer and Customer has explicitly stated to waive his right of withdrawal.
5.6 The right of withdrawal is excluded or expires, to the extent permitted by law, in the following cases:
a) if the performance of the Services has begun with the express prior consent of Customer and Customer has declared that he waives his right of withdrawal;
(b) in the case of services fully performed within the withdrawal period;
(c) when providing customized services, including web design and development, developed specifically for Customer;
d) in the case of domain name registrations and other services whose price depends on fluctuations in the financial market or which are recorded directly with third parties at the Customer's request.
5.7 Surver B.V. is entitled to charge costs for work already performed, costs incurred and domain names registered, to the extent permitted by law, upon revocation.
5.8 The burden of proof for the timely and correct exercise of the right of withdrawal lies with Customer.
6. Performance of the Services.
6.1 Surver B.V. shall perform the Services to the best of its knowledge and ability, taking into account the care that may be expected of a professional service provider.
6.2 Surver B.V. has in the performance of the Services an obligation of effort and not an obligation of result, unless expressly agreed otherwise in writing.
6.3 Surver B.V. strives for the highest possible availability and continuity of its Services (e.g., 99.9%), but does not guarantee that the Services will be available at all times without interruptions, outages or errors.
6.4 Surver B.V. is entitled to put the Services (temporarily) out of service or to limit them if this is necessary for maintenance, adjustments or improvements of systems, without any right to compensation.
6.5 Surver B.V. will make every effort to perform scheduled maintenance outside peak hours as much as possible and, if reasonably possible, inform Customer in advance.
6.6 Surver B.V. is entitled to change the content, functionalities and technical features of the Services, if this is necessary for the continuity, security or improvement of the service.
6.7 Surver B.V. is entitled to make use of third parties, including hosting partners, data centers and software suppliers, in the performance of the Services. Surver B.V. is not liable for shortcomings of these third parties, except to the extent required by law.
6.8 Surver B.V. is not responsible for the accuracy, completeness or content of any data, materials or information provided by Customer, nor for the consequences of its use.
6.9 Surver B.V. may create backups of Customer's data as part of the Services. These backups are offered as an additional service only and do not constitute a guarantee of complete or error-free recovery. However, Surver B.V. will make reasonable efforts to enable recovery if this is technically feasible. Customer remains at all times responsible for making and keeping its own backups. Backups will only be made available as long as the Service is active and payments are made. After termination of the Agreement, backups may be deleted. Surver B.V. may, without being obliged to do so, keep (old) backups in so-called cold storage. Recovery of such backups is not guaranteed and can only take place at the request of Customer against payment of additional costs.
6.10 Surver B.V. is entitled to take and modify security measures. Customer is obliged to respect these measures and not to circumvent them.
6.11 Surver B.V. is entitled to take measures if the use of the Services by Customer leads to overloading of systems, disruption of services or risks to other customers or systems.
6.12 Surver B.V. shall not be liable for damages resulting from:
(a) failures in networks, infrastructure or systems beyond Surver B.V.'s direct control;
(b) errors or shortcomings of third parties;
(c) cyber attacks, hacking or other forms of digital intrusion;
(d) loss or corruption of data;
(e) temporary unavailability of Services.
6.13 Any agreements on service levels (such as uptime or response times) shall only apply if explicitly set forth in writing in a separate Service Level Agreement (SLA).
7. Account and access
7.1 Surver B.V. provides Customer with an Account that allows Customer to access, manage, configure, request, modify and terminate the Services.
7.2 Customer is responsible for keeping the Account login details, including username and password, confidential. Customer shall take all reasonable measures to prevent unauthorized access.
7.3 All actions carried out through Customer's Account are deemed to have been carried out by or on behalf of Customer and are legally binding on Customer.
7.4 Surver B.V. may assume that the person who has access to the Account is authorized to act on behalf of Customer. Surver B.V. is not obliged to separately verify the identity or authority of users.
7.5 Customer is fully responsible and liable for all use of the Account, including use by third parties who have gained access with Customer's permission.
7.6 If Customer suspects unauthorized use of the Account, Customer must notify Surver B.V. immediately. Customer remains liable for actions through the Account until notified.
7.7 Surver B.V. is entitled to apply security measures, such as two-factor authentication, and may require Customer to use them.
7.8 Surver B.V. is entitled to temporarily or permanently restrict or block access to the Account if:
(a) abuse or suspected abuse;
(b) Customer violates these terms and conditions;
(c) it is necessary for the security of systems or data;
(d) Customer fails to meet payment obligations.
7.9 The Account is the primary and exclusive channel for managing Services. Actions such as cancellation, modification or renewal of Services must be performed through the Account.
7.10 Requests for cancellation, modification or management of Services should in principle be made via the Account. If Customer is a Consumer, cancellation can also be done via e-mail. Surver B.V. will deal with such requests within a reasonable period of time.
7.11 Surver B.V. shall not be liable for any damages resulting from the unauthorized use of the Account, unless there is intent or gross negligence on the part of Surver B.V..
8. Obligations of the Customer
8.1 Customer is obliged to use the Services in accordance with these general terms and conditions, the Agreement and all applicable laws and regulations.
8.2 Customer shall behave as a careful and responsible user of Internet services and refrain from conduct that may cause damage to Surver B.V., its systems, other customers or third parties.
8.3 Customer is expressly prohibited from using the Services for:
(a) activities in violation of applicable laws and regulations;
(b) sending spam or unsolicited communications;
(c) spreading malware, viruses or other harmful software;
(d) infringing on intellectual property rights of third parties;
(e) distributing unlawful, misleading, offensive, discriminatory or otherwise unauthorized content;
(f) unauthorized intrusion into third-party systems (hacking);
(g) performing actions that disrupt or overload the operation of systems or networks.
(h) hosting, distributing or making available content that, in Surver B.V.'s judgment, poses risks to the continuity, security or reputation of the Service.
8.4 Customer is responsible for all content, data and materials stored, processed or distributed through the Services.
8.5 Customer shall indemnify Surver B.V. against claims by third parties arising from Customer's use of the Services, to the extent such claims can be attributed to Customer.
8.6 Customer is obliged to inform Surver B.V. in a timely manner of circumstances that may affect the performance of the Services, including expected peak load or technically anomalous usage.
8.7 Customer is responsible for properly configuring and securing its systems, software and applications using Surver B.V.'s Services.
8.8 Customer is not authorized to use the Services in a manner that consumes disproportionate system resources or adversely affects the functioning of the Services for other customers.
8.9 Surver B.V. is entitled to impose usage restrictions and take technical measures if Customer's use endangers the stability, security or performance of the systems.
8.10 Customer is not entitled to transfer its rights and obligations under the Agreement to third parties without Surver B.V.'s prior written consent.
8.11 Customer remains at all times responsible for the use of the Services, even if third parties use the Services on behalf of or with Customer's consent.
8.12 Customer is obliged to follow directions and instructions from Surver B.V. regarding the use of the Services.
9. Rules of conduct and notice/takedown
9.1 Customer shall not use the Services in violation of laws and regulations or in a manner that causes damage to Surver B.V., its systems, other customers or third parties.
9.2 Customer is prohibited from hosting, distributing or making available through the Services any content that:
(a) violates applicable laws and regulations;
(b) infringes on the rights of third parties;
(c) Harmful to systems or networks;
(d) in the opinion of Surver B.V., poses risks to the service.
9.3 If Surver B.V. receives a complaint about Customer's use of the Services, or itself detects a violation, Surver B.V. is entitled to:
(a) Inform Customer;
(b) give Customer a period of time to end the violation;
(c) block or remove the material in question;
(d) suspend (temporarily) the Services.
9.4 Surver B.V. is entitled to intervene without prior warning if this is necessary to protect systems, networks or third parties.95.5 Surver B.V. is entitled to report suspected criminal offenses to competent authorities.
9.5 Surver B.V. shall not be liable for damages resulting from measures taken pursuant to this article.
10. Domain names
10.1 In domain name registrations, Surver B.V. acts solely as an intermediary between Client and the relevant registering authority (such as SIDN or other registry).
10.2 The application, assignment and use of a domain name are dependent on and subject to the rules and procedures of the relevant registering authority. Surver B.V. has no influence on this and gives no guarantee that a requested domain name will be granted.
10.3 A domain name is considered registered only after the registering authority has confirmed the application. An invoice or confirmation of application by Surver B.V. does not constitute final registration.
10.4 Customer is responsible for the accuracy and completeness of the data provided when registering a domain name. Customer indemnifies Surver B.V. against all claims by third parties regarding the use of a domain name.
10.5 Customer is fully responsible for the use of the domain name and the content published through the domain name.
10.6 Surver B.V. shall not be liable for the loss of a domain name, including but not limited to:
(a) Customer's failure to renew the domain name in a timely manner;
(b) errors in data supplied by Customer;
(c) acts or omissions of registering authorities or third parties;
(d) disputes over domain name rights.
10.7 Surver B.V. is entitled to make a domain name (temporarily) inaccessible, block or terminate the registration if:
(a) Customer fails to fulfill its obligations under the Agreement;
(b) there is abuse or unauthorized use;
(c) Surver B.V. is required to do so under laws and regulations or a decision of a competent authority.
10.8 If a domain name is registered by Surver B.V. in the name of Surver B.V. for the benefit of Client, Surver B.V. shall cooperate with the transfer of the domain name at the request of Client, provided that Client has complied with all its obligations.
10.9 Upon termination of the Agreement, Customer remains responsible for the timely transfer or cancellation of domain names. Surver B.V. has no obligation to actively manage or maintain domain names after termination.
10.10 Surver B.V. is entitled to charge costs for relocation, transfer or modification of domain names.
11. Storage, data traffic and limits
11.1 Surver B.V. may set limits per Service on the use of storage space, data traffic, number of files, processes, email traffic and other system resources.
11.2 These limits may be specified in the Agreement, on Surver B.V.'s website or in the specifications of the purchased package.
11.3 Customer is responsible for the use of the Services within the set limits and must monitor consumption himself.
11.4 If Customer exceeds the agreed limits, Surver B.V. is entitled to:
(a) temporarily restrict use;
(b) charge additional fees;
(c) unilaterally convert the Subscription to a suitable package;
(d) suspend (in part) the Service.
Customer agrees in advance that Surver B.V. may adjust the Subscription if necessary based on the use of the Services. Surver B.V. will inform Customer in advance if possible, or as soon as possible afterwards, explaining the measure taken.
11.5 Surver B.V. shall make every effort to inform Customer in advance or as soon as possible in the event that limits are exceeded.Surver B.V. shall, however, not be liable if no such notification is provided.
11.6 Surver B.V. is entitled to take measures if Customer's use leads to overloading of servers or systems, or if it negatively affects other customers.
11.7 Excessive use includes, but is not limited to:
● extremely high CPU or memory usage
● excessive data traffic
● processes that tax system resources for long periods of time
● massive e-mail traffic or spam-like activities
11.8 Surver B.V. is entitled to apply specific technical restrictions, such as limits on CPU usage, number of processes, e-mail traffic or requests per unit of time.
11.9 Surver B.V. is not liable for damages resulting from limitations, suspension or modification of the Services due to exceeding limits or excessive usage.
11.10 If overrun occurs structurally, Surver B.V. is entitled to require Customer to switch to a suitable package or custom solution.
11.11 Customer is not entitled to use the Services in a manner structurally outside the normal use of the purchased package, unless agreed in advance in writing.
11.12 Customer must use the Services in a manner that is reasonable and in line with the normal use of the purchased package. Surver B.V. is entitled to take measures if this is deviated from.
12. Prices
12.1 All prices charged by Surver B.V. are exclusive of VAT and other government imposed levies, unless expressly stated otherwise.
12.2 All prices as stated on the website, in offers or otherwise, are subject to obvious errors or mistakes. Surver B.V. is not bound by such errors.
12.3 Surver B.V. is entitled to change its prices and rates based on objective grounds, including but not limited to cost developments, inflation, changes at suppliers or legal obligations.
12.4 Price changes for existing Subscriptions will be communicated via email and/or customer account at least 30 days prior to the effective date.
12.5 If Customer does not wish to accept a price increase, Customer has the right to terminate the Agreement before the effective date of the change, subject to the applicable termination conditions.
12.6 Price changes due to:
(a) legal regulations or obligations;
(b) price changes by suppliers or third parties;
(c) currency changes;
may be implemented. Surver B.V. will notify Customer of this as soon as possible, and if reasonably possible in advance.
12.7 Surver B.V. is entitled to periodically index prices based on inflation or cost developments.
12.8 Unless otherwise agreed, all prices are based on standard use of the Services. If Customer's usage differs from this standard usage, Surver B.V. is entitled to charge additional fees.
12.9 All offers and prices are valid while stocks last or while the relevant promotion is running.
12.10 Discounts, promotions or temporary offers apply only for the period indicated and cannot be applied retroactively.
13. Payment
13.1 Billing
Surver B.V. charges the amounts due by Customer periodically or once, depending on the nature of the Agreement. Invoicing shall in principle take place in advance.
13.2 Payment term
Unless otherwise agreed, invoices must be paid within 14 days of the invoice date.
13.3 Payment methods
Surver B.V. preferably processes payments via:
(a) direct debit;
(b) iDEAL | Wero;
(c) Bancontact;
(d) Credit card
Other payment methods, such as bank transfer, are permitted but may have limitations as described in these terms and conditions.
13.4 Advance payment and renewal
For Services that are provided on a subscription basis, renewal of the Service will only take place after payment in full is received by Surver B.V. If payment is not received, Surver B.V. is entitled not to renew the Service or to (temporarily) suspend it.
13.5 Direct debit
If Customer has authorized Surver B.V. for direct debit, amounts due will be debited automatically. Customer must ensure sufficient balance.
13.6 Failed collection
If a direct debit cannot be executed, Surver B.V. is entitled to:
(a) suspend (temporarily) the Service;
(b) charge an administration fee;
(c) Require Customer to pay by an alternative method.
13.7 Interference
If a collection is reversed and this is not demonstrably the result of an error or mistake, Surver B.V. is entitled to charge an administrative fee of €7.50. These costs will be added to the next invoice, in accordance with these general conditions and because of the costs and administrative processing associated with reversals.
13.8 Payment default
If Customer fails to pay on time, Customer shall be in default by operation of law without further notice of default being required.
13.9 Consequences of absenteeism
In the event of default in payment, Surver B.V. is entitled to:
(a) charge statutory interest;
(b) charge extrajudicial collection costs;
(c) suspend or terminate Services;
(d) suspend future deliveries.
13.10 Cost of collection
All reasonable costs to obtain satisfaction, both in and out of court, shall be borne by Customer.
13.11 Offsetting and suspension
Customer is not entitled to set off or suspend payments, unless otherwise provided by mandatory law.
13.12 Contestation of invoices
Objections to an invoice must be notified in writing within 14 days of the invoice date. After this period, the invoice is considered accepted.
14. Payment default and collection
14.1 If Customer fails to pay an invoice within the specified period, Customer shall be in default by operation of law without further notice of default being required.
14.2 From the moment of default, Customer shall owe statutory interest on the outstanding amount, calculated from the due date of the invoice until the day of full payment.
14.3 Surver B.V. is entitled, in the event of default in payment, to make all claims against Customer, on any account whatsoever, immediately due and payable.
14.4 Surver B.V. is entitled to suspend its obligations under all current Agreements with Customer until full payment has been made.
14.5 Surver B.V. has the right to block, suspend or terminate all or part of the Services in the event of non-payment, without being liable for any damages resulting therefrom.
14.6 All costs incurred by Surver B.V. to collect its claim, both in and out of court, shall be borne entirely by Customer.
14.7 The extrajudicial collection costs shall be determined in accordance with the statutory regulation (Collection Costs Act), with a minimum of €40, unless otherwise required by law.
14.8 If Surver B.V. is forced to outsource a claim to a third party, such as a collection agency or bailiff, all related costs shall be borne by Customer.
14.9 Payments made by Customer shall first be applied to the costs due, then to the interest due and finally to the principal sum.
14.10 If Customer is in default, Surver B.V. shall be entitled to impose additional conditions for continuation of service, including prepayment or provision of security.
14.11 Surver B.V. is entitled to refuse future Agreements with Customer in case of structural non-payment.
15. Duration and termination
15.1 Duration
Agreements for Services provided on a subscription basis are entered into for the agreed term, as stated when ordering or in the quotation.
15.2 Automatic renewal
At the end of the initial term, the Agreement is automatically renewed for the same period unless timely and proper notice of termination has been given. If Customer is a Consumer, the Agreement may be terminated at any time after the initial contract period with a notice period of one (1) month.
15.3 Termination via account
Termination of a Subscription shall in principle be effected through the customer account of Surver B.V.. Surver B.V. may, at its discretion, handle a termination via other means of communication, such as e-mail, but is not obligated to do so. Surver provides instructions for cancellation and ensures that cancellation via the customer account can be carried out in a clear and accessible manner.
15.4 Notice period
The notice period is one (1) month prior to the end of the current contract period, unless expressly agreed otherwise.
15.5 Interim termination
Interim termination of an Agreement is permitted subject to a notice period of one (1) month. Termination shall not result in a refund of amounts already paid for the current contract period. The Agreement remains in effect until the end of the term already paid. If there is an Agreement for a definite period (such as an annual or quarterly subscription), the Agreement ends after cancellation by the end of the current contract period.
15.6 Confirmation of termination
After processing a cancellation, Customer will receive a confirmation. Only after sending this confirmation will the cancellation be considered processed.
15.7 Responsibility of Customer
Customer is solely responsible for timely and correct cancellation of Services. Failure to cancel (on time) will result in automatic renewal and associated payment obligations.
15.8 Termination by Surver B.V.
Surver B.V. is entitled to terminate the Agreement subject to one month's notice, unless there is a situation where immediate termination is justified.
15.9 Immediate termination
Surver B.V. is entitled to terminate the Agreement with immediate effect if:
(a) Customer is in default of payment obligations;
(b) Customer violates these general terms and conditions;
(c) there is misuse of the Services;
(d) Customer is declared bankrupt, applies for a moratorium, or is otherwise unable to meet its obligations.14.10 Consequences of termination
Upon termination of the Agreement, amounts already invoiced remain due. Amounts already paid will not be refunded unless required by law.
16. Suspension and termination of Services.
16.1 Surver B.V. is entitled to suspend the provision of Services in whole or in part if Customer fails to comply with its obligations under the Agreement or these General Terms and Conditions.
16.2 Suspension may occur, inter alia, in the following cases:
(a) non-timely payment or payment default;
(b) (suspected) misuse of the Services;
(c) violation of these terms and conditions;
(d) risk to the stability, security or continuity of systems;
(e) request or obligation from a competent authority.
16.3 Surver B.V. is entitled to intervene without prior notice if direct action is necessary to protect systems, networks, other customers or third parties.
16.4 During the suspension, Customer remains obliged to pay the agreed fees.
16.5 Surver B.V. shall not be liable for damages resulting from suspension of Services.
16.6 Surver B.V. is entitled to impose conditions on the resumption of Services, including full payment of outstanding amounts and reimbursement of any repair costs.
16.7 Surver B.V. may charge fees for reactivating Services after suspension.
16.8 If Customer fails to fulfill its obligations within a reasonable period of time, Surver B.V. is entitled to terminate the Agreement in whole or in part.
16.9 Termination of Services may occur without obligation to pay damages or refund of amounts already paid, unless otherwise provided by mandatory law.
16.10 Surver B.V. is entitled to delete accounts, data and settings of Customer upon termination, without obligation to provide a copy, unless expressly agreed otherwise.
16.11 Surver B.V. shall have no obligation to continue to provide any form of support, access or service after termination of the Agreement.
16.12 If the Agreement is terminated due to an attributable failure of Customer, Customer shall be liable for all damages and costs incurred by Surver B.V. as a result.
17. Liability
17.1 Surver B.V. is only liable for direct damage resulting from an attributable failure to perform the Agreement.
17.2 Direct damages shall mean only:
(a) reasonable costs to determine the cause and extent of the damage;
b) reasonable costs incurred to make the defective performance of Surver B.V. conform to the Agreement;
c) reasonable costs to prevent or limit damage, to the extent that Customer demonstrates that these costs have resulted in limiting direct damage.
17.2. Surver's maximum liability for direct damage is limited to the amount for which Surver is insured. If no insurance payment is made, liability is limited to the amount of the invoice for the last six months with a maximum of €10,000.
17.3 Any liability of Surver B.V. for indirect damage is excluded. Indirect damage is understood to include:
● consequential damages
● lost profits
● missed savings
● loss of data
● damages due to business interruption
17.4 Surver B.V.'s total liability per event, or a series of related events, shall be limited to the amount paid by Customer to Surver B.V. in the six (6) months preceding the event causing damage.
17.5 Liability of Surver B.V. only arises if Customer immediately gives Surver B.V. notice of default in writing, granting Surver B.V. a reasonable period of time to remedy the failure, and Surver B.V. continues to fail even after that period.
17.6 Any claim for damages against Surver B.V. shall lapse if it has not been made in writing, stating reasons, within twelve (12) months of the occurrence of the damage.
17.7 Surver B.V. shall not be liable for damages resulting from:
(a) incorrect or incomplete data provided by Customer;
(b) acts or omissions of Customer;
(c) errors or shortcomings of third parties;
(d) failures in networks or infrastructure beyond Surver B.V.'s control;
(e) cyber attacks, hacking or security incidents;
(f) loss, damage or inaccessibility of data.
17.8 Surver B.V. is not liable for damages resulting from the (temporary) unavailability of the Services.
17.9 Customer fully indemnifies Surver B.V. against all third party claims arising from Customer's use of the Services.
17.10 The limitations of liability contained in this article do not apply if and to the extent that the damage is the result of intent or gross negligence on the part of Surver B.V., or to the extent that mandatory statutory provisions dictate otherwise.
17.11 Insofar as performance by Surver B.V. is not permanently impossible, liability arises only if Surver B.V. fails imputably after a proper notice of default.
18. Dates and termination
18.1 Upon termination of the Agreement, Surver B.V. is entitled to terminate Customer's access to the Account and Services.
18.2 Surver B.V. may inform Customer, if reasonably possible, of the termination and its impact on data availability.
18.3 Customer is responsible for timely downloading and securing its data prior to termination of the Agreement.
18.4 Surver B.V. is not obliged to provide a copy of data to Customer after termination of the Agreement, unless expressly agreed otherwise in writing, nor to retain data for the benefit of Customer.
18.5 Customer is at all times responsible for making and keeping backups of data and files stored or processed through the Services.
18.6 Surver B.V. is not liable for loss of data after termination of the Agreement.
18.7 If after termination Customer still requires access to data or systems, Surver B.V. shall be entitled to charge a fee for this to the extent that such access is still technically possible.
18.8 Surver B.V. is entitled to retain data for longer if necessary to comply with legal obligations, litigation or administrative purposes.
19. Force Majeure
19.1 Surver B.V. is not obliged to fulfill any obligation under the Agreement if it is prevented from doing so as a result of force majeure.
19.2 Force majeure shall mean any circumstance beyond the control of Surver B.V. as a result of which performance of obligations to Customer is prevented in whole or in part or cannot reasonably be required of Surver B.V..
19.3 Force majeure includes, but is not limited to:
(a) failures in Internet connections, networks or telecommunications infrastructure;
(b) outages or failures at data centers, hosting partners or other third parties;
(c) cyber attacks, hacking, malware or other digital disruptions;
(d) power outages;
(e) fire, water damage or other calamities;
(f) strikes, government measures or legal restrictions;
(g) pandemics or other large-scale health emergencies.
19.4 In the event of force majeure, Surver B.V.'s obligations shall be suspended for the duration of the force majeure situation.
19.5 If the force majeure situation continues for more than thirty (30) days, both parties are entitled to terminate the Agreement in whole or in part, without any obligation to pay damages.
19.6 Surver B.V. shall not be liable for any damage resulting from force majeure.
20. Intellectual property
20.1 All intellectual property rights in all Materials developed, delivered or made available by Surver B.V. shall vest in Surver B.V. or its licensors, unless and to the extent such rights are transferred to Customer in accordance with this Article.
20.2 Materials include, but are not limited to, websites, designs, code, software, applications, documentation, concepts, graphics and all other results of intellectual labor.
20.3 Surver B.V. grants Customer a non-exclusive and non-transferable right to use the Materials for the duration of the Agreement, subject to the condition precedent that Customer has fulfilled its payment obligations in full.
20.4 Upon full payment of all amounts due, the intellectual property rights to the custom work developed specifically for Client shall pass to Client.
20.5 Notwithstanding the foregoing, all rights to general components, techniques, frameworks, templates, libraries and other reusable parts not developed specifically for Customer shall at all times remain with Surver B.V. or its licensors.
20.6 Surver B.V. is entitled to continue to use, develop and reuse the components mentioned in paragraph 19.5 for other customers and purposes without limitation.
20.7 Until payment is made in full, Customer is not permitted to use, publish, transfer or otherwise exploit the Materials.
20.8 Surver B.V. is entitled to take technical measures to protect its intellectual property rights.
20.9 Customer is not entitled to make any changes to Materials without Surver B.V.'s prior written consent, insofar as this relates to parts to which the rights have not been transferred to Customer.
20.10 Surver B.V. is entitled to use the works developed by it for promotional purposes, including portfolio, demonstrations and marketing statements, unless expressly agreed otherwise in writing.
20.11 Customer warrants that all materials supplied by it do not infringe any third party rights and fully indemnifies Surver B.V. against any third party claims in this regard.
20.12 If Customer acts in violation of this article, Customer shall be liable for all damages suffered by Surver B.V. as a result.
21. Privacy and data processing
21.1 Surver B.V. processes personal data of Customer and/or end users in accordance with applicable laws and regulations, including the General Data Protection Regulation (AVG).
21.2 The manner in which Surver B.V. processes personal data is detailed in Surver B.V.'s privacy statement, which is available on the website.
21.3 If under the Agreement Surver B.V. acts as a processor of personal data within the meaning of the AVG, Surver B.V. shall only process the personal data on behalf of Customer and in accordance with Customer's instructions, unless Surver B.V. is required under laws and regulations to act otherwise.
21.4 Customer warrants that it is entitled to process the personal data it processes through the Services and that such processing complies with applicable laws and regulations.
21.5 Customer indemnifies Surver B.V. against all claims by third parties, including data subjects and regulators, arising from a violation of the AVG or other privacy laws by Customer.
21.6 Surver B.V. takes appropriate technical and organizational measures to secure personal data against loss or any form of unlawful processing, taking into account the state of the art and the nature of the processing.
21.7 If required under the AVG, the parties will enter into a separate Data Processing Agreement (DPA) which will set out further arrangements for the processing of personal data.
21.8 Surver B.V. is entitled to provide personal data to third parties if this is necessary for the performance of the Agreement, or if Surver B.V. is obliged to do so under laws and regulations.
21.9 Surver B.V. is not responsible for the processing of personal data by Customer or by third parties using Customer's Services.
22. Secrecy
22.1 The parties shall keep confidential all confidential information received from each other under the Agreement.
22.2 Information is considered confidential if it is designated as such, or if the receiving party should reasonably understand that it is confidential.
22.3 The obligation of confidentiality does not apply if:
(a) the information is or becomes public without violation of this obligation;
(b) the information was lawfully obtained from a third party;
(c) disclosure is required by law, regulation or court order.
22.4 Surver B.V. will not take cognizance of data that Customer stores or processes through the Services, unless necessary for the performance of the Agreement or Surver B.V. is required to do so under laws and regulations.
22.5 If Surver B.V. takes cognizance of data as referred to in the previous paragraph, it shall make every effort to limit such cognizance as much as possible.
22.6 The obligations of this Article shall survive termination of the Agreement.
23. Modification of terms and conditions
23.1 Surver B.V. is entitled to amend or supplement these general terms and conditions.
23.2 Changes shall also apply with respect to Agreements already entered into, provided they are reasonable and Customer has the option to terminate the Agreement in accordance with this Article.
23.3 Surver B.V. will inform Customer at least 30 days before a change takes effect via e-mail and/or through the Customer account.
23.4 If Customer does not wish to accept an amendment, Customer has the right to terminate the Agreement before the date on which the amended terms take effect, subject to the applicable termination conditions.
23.5 If Customer does not exercise the right to cancel and continues to use the Services after the effective date of the amended conditions, Customer shall be deemed to have accepted the amended conditions.
23.6 Non-substantive changes of minor importance may be made at any time without prior notice.
23.7 Changes to the Services themselves (such as technical modifications or functional changes) are not covered by this Article and may be made by Surver B.V. in accordance with Article 6.
24. Applicable law and disputes.
24.1 All Agreements, offers and legal relationships between Surver B.V. and Customer are governed exclusively by Dutch law.
24.2 The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
24.3 Disputes arising out of or in connection with the Agreement between Surver B.V. and Customer shall initially be attempted to be resolved by mutual agreement.
24.4 If the parties do not reach a solution, disputes will be submitted to the competent court in the district where Surver B.V. is located.
24.5 Notwithstanding the foregoing, a Consumer has the right to submit a dispute to the competent court under mandatory law.
24.6 Surver B.V. is also entitled to submit disputes to the competent court in the country where Customer is located, if deemed necessary.