Terms and Conditions

1 Definitions

1.1 'MostHosted' means: MostHosted registered with the Dutch Chamber of Commerce under number 64643344.
1.2 'Customer' means: the natural or legal person with whom MostHosted has entered into an Agreement or intends to do so.
1.3 'General Terms and Conditions' means: the entirety of the provisions as set out below.
1.4 'Registration Form' means: the form associated with the request for the provision of Services by MostHosted.
1.5 'Quotation' means: any offer from MostHosted to the Customer aimed at providing goods, Services, or a combination thereof by MostHosted to the Customer.
1.6 'Service' means: registering domain names in cooperation with the Foundation for Internet Domain Registration in the Netherlands (SIDN) in Arnhem and other registration-authorized entities; providing access to the internet; delivering hosting services; managing servers of MostHosted on which data is electronically stored, accessed, processed, or transported; offering space for placing one or more servers; providing the required Software; designing, developing, and maintaining websites; and other related services as explicitly stated in the Agreement.
1.7 'Agreement' means: any contractual relationship between MostHosted and the Customer aimed at providing goods, Services, or a combination thereof by MostHosted to the Customer.
1.8 'Intellectual Property Rights' means: rights to the results of human creativity, including but not limited to patent rights, design rights, copyrights, trademark rights, trade name rights, breeder’s rights, chip topography rights, and neighboring rights.
1.9 'Software' means: the software and hardware provided by MostHosted to the Customer in the context of executing the Agreement.

2 General Provisions

2.1 These General Terms and Conditions apply to all legal relationships, including negotiations, Quotations, and Agreements between MostHosted and the Customer. The applicability of any general terms and conditions of the Customer is expressly rejected. Deviations from the General Terms and Conditions are only valid if explicitly agreed upon in writing by both parties.
2.2 In case of conflict between the Agreement and the General Terms and Conditions, the provisions of the Agreement shall prevail.
2.3 MostHosted reserves the right to supplement and/or amend these General Terms and Conditions at any time. Changes will be communicated to the Customer in writing. The amended General Terms and Conditions will take effect one (1) month after notification or on a later date specified in the notification. If the Customer does not agree with a fundamental change in the General Terms and Conditions, they have the right to terminate the Agreement before the date on which the amended General Terms and Conditions take effect.
2.4 Deviating provisions and agreements are only valid if explicitly agreed upon in writing with MostHosted. The terms and conditions used by the Customer are expressly rejected by MostHosted.

3 Quotations, Negotiations, and Conclusion of Agreements

3.1 All Quotations from MostHosted are non-binding unless explicitly stated otherwise in writing in the relevant Quotation. The Quotation has, unless stated otherwise in the Quotation, a validity of up to 30 days from the date mentioned in the Quotation.
3.2 MostHosted may terminate negotiations regarding a yet-to-be-concluded Agreement at any time.
3.3 The Customer cannot claim that negotiations must continue or that MostHosted must compensate for any costs and/or damages incurred due to terminated negotiations, regardless of the nature or origin of such damages.
3.4 The Agreement is concluded as soon as the Agreement, signed by both MostHosted and the Customer, including the necessary completed Registration Forms, has reached MostHosted by mail, fax, or email.
3.5 If the Customer is a legal entity, an extract no older than six months from the relevant Chamber of Commerce register must be provided with the return of the Agreement and/or Registration Form. The representative of the legal entity must demonstrate their authority to sign upon request by MostHosted.
3.6 Delivery times provided by MostHosted are for informational purposes only and are therefore not binding unless explicitly agreed otherwise. Delay in the execution of the order can never give rise to compensation or dissolution of the Agreement.

4 Duration of the Agreement

4.1 Unless expressly provided otherwise in the General Terms and Conditions or determined in writing, the Agreement is entered into for an indefinite period with a minimum term of twelve (12) months. Termination of the Agreement during this period is excluded.
4.2 Unless otherwise stated in these General Terms and Conditions, the Customer cannot terminate the Agreement prematurely.
4.3 An Agreement is tacitly renewed for a period of one (1) year after the expiry of the agreed term unless one of the parties terminates the Agreement in writing at least one month before the expiration of the agreed term.

5 Fees

5.1 The fee to be paid by the Customer is based on the rate stated in the Agreement. All rates are exclusive of VAT and any other government-imposed charges.
5.2 MostHosted reserves the right to adjust rates during the term of the Agreement and will notify the Customer of this at least thirty (30) days in advance. If the Customer does not agree with a rate adjustment, they have the right to terminate the Agreement related to the rate adjustment in writing within seven days after the notification from MostHosted, against the effective date of the rate adjustment. Termination must be done by registered mail.

6 Payment

6.1 All invoices must be paid by the Customer in accordance with the payment terms stated on the invoice. In the absence of specific terms, payment must be made within fourteen (14) days from the invoice date.
6.2 If the Customer fails to pay the amounts due within the agreed term, they will be in default without requiring any prior notice and will owe statutory interest on the outstanding amount.
6.3 If the Customer remains negligent in fulfilling the claim after a notice of default, the claim may be handed over for collection. In such a case, the Customer is, in addition to the total outstanding amount, also obliged to fully compensate for extrajudicial and judicial collection costs, including all costs charged by external experts in addition to the court-determined costs, related to the collection of this claim or otherwise exercising legal rights. These costs are determined at a minimum of fifteen percent (15%) of the total amount.

7 Suspension

7.1 If the Customer fails to properly or timely fulfill one or more of their obligations, they will be in default without requiring prior notice, and MostHosted will not be liable for any resulting damages. In such cases, MostHosted's obligations to fulfill its own obligations are automatically and immediately suspended until the Customer has fully settled the outstanding amounts, including payment of any interest and costs (including damages).
7.2 MostHosted is entitled to demand full compliance from the Customer before performing its obligations if it is reasonable to assume that the Customer will not properly and/or timely fulfill their obligations.

8 Retention and Ownership of Rights

8.1 All items delivered to the Customer remain the property of MostHosted until all amounts owed by the Customer under the Agreement for delivered or to-be-delivered goods or services, as well as the amounts referred to in Articles 6.2 and 6.3 of these General Terms and Conditions, including interest and collection costs, have been fully paid to MostHosted.
8.2 Rights are always granted or, where applicable, transferred to the Customer under the condition that the Customer has timely and fully paid the agreed fees.

9 Availability and Management of the Service

9.1 MostHosted will strive to maximize the availability and usability of the Service for the Customer. MostHosted will resolve any disruptions as quickly as possible.
9.2 MostHosted cannot guarantee uninterrupted access to the internet, nor that the other MostHosted Services will always be available.
9.3 MostHosted is not liable for the loss, interchange, or damage of data due to the use of the Service, including email messages transmitted via MostHosted's network.
9.4 The Customer will not be able to access the Service during times when maintenance and/or repair work is required. MostHosted will strive to perform such work at times that cause the least inconvenience to the Customer.
9.5 In order to maintain and/or improve the quality and security of the Service, MostHosted is entitled to make changes to its equipment, Software, and service provision, including changes to access times, identification procedures, types of Software, and the scope and content of information.

10 Customer Obligations

10.1 The Customer is required to comply with applicable laws and regulations and must act in accordance with what can be expected from a responsible and careful internet user.
10.2 The Customer shall only use the Service in accordance with the obligations, instructions, and limitations communicated by MostHosted, as outlined in these General Terms and Conditions. The Customer is obliged not to infringe upon the rights of third parties, exhibit behavior contrary to public decency or order, or cause damage to third parties or MostHosted. In particular, the Customer shall not:
- Infringe on the intellectual property rights of third parties;
- Disseminate illegal and/or punishable data, including racist expressions, child pornography, animal abuse content, criminal data traffic, and offensive expressions;
- Attempt to gain access to computer systems for which they are not authorized;
- Engage in hacking or unauthorized entry into other computers on the internet, including bypassing security or accessing systems using false keys;
- Engage in spamming, defined as sending large quantities of unsolicited email with the same content.
10.3 The Customer is required to use the Service in such a way that the proper functioning of MostHosted's computer system is not disrupted and that other Customers are not hindered in their use of the Service.
10.4 The Customer must complete the Registration Forms provided by MostHosted fully and accurately. Incorrect or incomplete forms will not be processed.
10.5 MostHosted reserves the right to deny the Customer access to the Service if the Customer acts in violation of the preceding articles in this section. MostHosted shall not be liable for any damages resulting from denial of access based on this section. The Customer indemnifies MostHosted against all claims from third parties arising from this section.

11 Domain Name Applications

11.1 If MostHosted mediates in obtaining a domain name for the Customer, the following provisions apply. The application and use of a domain name are also subject to the rules and procedures of the entities responsible for domain name registration, including but not limited to the Foundation for Internet Domain Registration in the Netherlands. The entity responsible for the registration of domain names decides on the ultimate granting of the domain name. MostHosted merely acts as an intermediary in this process and does not guarantee that an application will be granted.
11.2 Registration of the domain name is in the name of the Customer. The Customer is fully responsible for the use of the domain and domain name. The Customer indemnifies MostHosted against any claims from third parties regarding the registration and use of the domain name.

12 Liability of MostHosted

12.1 MostHosted's liability for attributable failure in the performance of an Agreement arises only if the Customer immediately and properly notifies MostHosted in writing, stating a reasonable period to remedy the failure, and MostHosted continues to fail in the performance of its obligations even after this period. The notice of default must provide a detailed description of the failure, enabling MostHosted to respond adequately.
12.2 MostHosted only accepts legal obligations to compensate for damages as outlined in this Article 12.
12.3 The total liability of MostHosted arising from the performance of an Agreement, due to MostHosted's actions, is limited to compensation for direct damages up to the total invoice amounts paid by the Customer per year, with a maximum of €500.00. Direct damages include:
1. a. The reasonable costs that the Customer would need to incur to ensure that MostHosted's performance complies with the Agreement. However, these damages will not be reimbursed if the Customer has dissolved the Agreement.
2. b. The costs incurred by the Customer to keep their old system or systems operational longer than planned, along with associated facilities, because MostHosted did not deliver on a binding delivery date. These costs are reduced by any savings resulting from the delayed delivery.
3. c. Reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage as defined in these terms and conditions.
4. d. Reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to a limitation of direct damage as defined in these terms and conditions.
12.4 MostHosted is not liable for indirect damages, including but not limited to consequential damages, loss of profits, missed savings, or damages resulting from business interruptions.
12.5 Except for the cases mentioned in Articles 12.3 and 12.4, MostHosted has no liability for any damages, regardless of the legal basis on which a claim for damages might be based. The Customer indemnifies MostHosted against all claims from third parties.
12.6 The maximum amounts mentioned in Article 12.3 will not apply if and insofar as the damage is caused by intent or gross negligence by MostHosted and/or its managers.
12.7 A condition for any right to compensation is that the Customer reports the damage to MostHosted in writing as soon as possible after the damage-causing event has occurred, but no later than three (3) months thereafter.

13 Intellectual Property Rights

13.1 All intellectual property rights on all software, equipment, or other materials developed or provided under the Agreement, such as analyses, designs, documentation, reports, quotations, and preparatory materials, belong exclusively to MostHosted or its licensors. The Customer only acquires a non-exclusive, non-transferable usage right regarding the intellectual property for the duration of the Agreement.
13.2 The Customer will refrain from reproducing, publishing, or distributing the software and related materials.
13.3 The Customer is not permitted to remove or modify any indications regarding copyrights, trademarks, trade names, or other intellectual property rights from the software, equipment, or materials, including indications of confidential or secret nature.
13.4 MostHosted is entitled to implement technical measures to protect the software. If MostHosted has secured the software through technical protection, the Customer is not allowed to remove or bypass this protection. If the protection measures prevent the Customer from making a backup of the software, MostHosted will, upon request, provide a backup of the software to the Customer.
13.5 Parties may agree in a separate Agreement that MostHosted will transfer the intellectual property rights. Such a transfer will only occur if the Customer has fully paid all invoices related to the results.
13.6 If a separate deed is required to transfer the rights mentioned in Article 13.5, MostHosted will sign such a deed upon the Customer's first request. Article 13.5 will remain fully applicable.

14 Confidentiality and Data Processing

14.1 Both parties will treat all confidential information obtained about each other's businesses and relations strictly confidentially. Information will, in any case, be considered confidential if it is designated as such by either party. This confidentiality obligation applies during the term of the Agreement and for two (2) years thereafter.
14.2 The Customer explicitly consents to MostHosted processing and using the personal data provided by the Customer and including it in a database that MostHosted maintains as part of its services. This data is always stored and managed in compliance with applicable legal regulations.
14.3 The Customer agrees that their personal data may be processed, subject to applicable legal regulations, for market research and direct marketing purposes related to MostHosted's services. If the Customer objects to the processing of their personal data or wishes to withdraw a previously given consent, they can notify MostHosted in writing at any time.
14.4 The Customer may request access to the data stored about them in MostHosted's database at any time.
14.5 MostHosted will take appropriate technical and organizational measures to secure personal data against loss or any form of unlawful use. These measures will provide, considering the state of the art and the cost of implementation, a level of security appropriate to the risks posed by the processing and the nature of the data to be protected.

15 Force Majeure

15.1 Neither party is obligated to fulfill any obligation if it is prevented from doing so due to force majeure. Force majeure includes, but is not limited to: war (or the threat thereof), riots, strikes, natural disasters, water damage, flooding, atmospheric conditions, prolonged power outages, modifications or maintenance to telecommunications and/or electricity networks by third parties, cable breaks, communication connection failures (including telecommunications), or refusal or non-performance by suppliers upon whom MostHosted depends for its services.
15.2 If a force majeure situation lasts longer than sixty (60) days, either party has the right to terminate the Agreement in writing. The Customer will, in any case, owe the fee for the month in which termination occurred.

16 Termination of the Agreement

16.1 Each party has the right to dissolve the Agreement only if the other party, after receiving a detailed written notice of default and being granted a reasonable period to remedy the failure, fails to meet essential obligations under the Agreement and/or the General Terms and Conditions.
16.2 MostHosted may terminate an Agreement without prior notice and without judicial intervention, with immediate effect in whole or in part, by written notification if the Customer is granted (provisional) suspension of payments, if bankruptcy is filed for the Customer, or if their business is liquidated or discontinued other than for purposes of reconstruction or merger.
16.3 If the Customer has already received services under the Agreement at the time of dissolution as referred to in this Article 16, the performance and related payment obligations will not be subject to undoing, unless MostHosted is in default with respect to those performances. Amounts that MostHosted has invoiced before the dissolution in connection with what it has already performed or delivered under the Agreement remain payable and are immediately due and payable at the time of dissolution.

17 Miscellaneous

17.1 If a provision of these General Terms and Conditions is annulled, declared void, or rendered unenforceable by a court, this will not affect the validity of the other provisions of these General Terms and Conditions. In such a case, the parties will consult to agree on new provisions that are as consistent as possible with the purpose and intent of the nullified, voided, or unenforceable provision.
17.2 MostHosted may transfer its rights and obligations under an Agreement to another legal entity in the event of the transfer of (part of) its business. The Customer may not transfer its rights and obligations under an Agreement and/or these General Terms and Conditions to third parties without the consent of MostHosted. MostHosted will not unreasonably withhold its consent.
17.3 The article headings in these General Terms and Conditions are for reference purposes only and will not affect the interpretation of the provisions.
17.4 Provisions in the General Terms and Conditions and/or the Agreement intended to remain in effect after the termination of the Agreement will continue to apply.
17.5 The General Terms and Conditions are listed on the MostHosted website (www.mosthosted.com) and can be retrieved from there. They will also be sent free of charge upon request by MostHosted.
17.6 These General Terms and Conditions are filed with the Chamber of Commerce in Leeuwarden under number 64643344.

18 Governing Law and Jurisdiction

18.1 These General Terms and Conditions and all Agreements, Quotations, and other documents falling under them are governed by Dutch law.
18.2 All disputes arising between the parties will be resolved by the competent court in Leeuwarden.