1. Servers.com B.V. a company incorporated in The Netherlands with office at Keienbergweg 22 (1101 GB) Amsterdam, The Netherlands, registration number (RSIN) 854268339 (hereinafter referred to as "SERVERS")
Principal place of business:
Company registration number:
(SERVERS and Customer are individually also referred to as a “Party” and together as the “Parties”).
A. SERVERS is a diversified internet services provider, with a focus on the professional market.
B. SERVERS engages, directly and through third parties, in far-reaching product and software research and development that cover all facets of information - and internet technology, including -without limitation- : software development, network architecture, data storage, data backup, and data center design and maintenance. As such, SERVERS is able to provide a range of solutions suitable for a range of applications.
C. Customer has indicated that it would like SERVERS to perform certain Internet services for Customer.
D. SERVERS and Customer have set out the terms and conditions pursuant to which SERVERS shall provide such services to Customer in this Internet Services Master Agreement (the “Agreement”).
THE PARTIES HAVE AGREED AS FOLLOWS:
1.1 The Service(s), as well as the Service Levels, and any Equipment purchased or leased by Customer from SERVERS are set out in the Order Form, attached hereto as Annex 1.
1.2 The scope and nature of the Services are set out in the Services Specification Agreement, as uploaded to https://www.servers.com/about-us/legal
CUSTOMER agrees that by signing this Agreement acknowledges that he/she read, abide and understood each paragraph contained in the Services Description Agreement and further agrees to be legally bound by same.
1.3 The available Service Levels are set out in the Support and Service Level Agreement (SLA) for each specific service as uploaded to https://www.servers.com/about-us/legal
CUSTOMER agrees that by signing this acknowledges that he/she read, abide and understood each paragraph contained in the SLA and further agrees to be legally bound by same.
2.1 For the use of the Services, Customer shall pay a Service Charge to SERVERS, as specified in the Order Form. Services charges are an integral part of this Agreement.
2.2 In addition to the recurring charges, referred to in Clause 2.1, SERVERS may charge Customer certain specified non-recurring setup charges, as specified in the Order Form.
3.1 This Agreement will not expire and cannot be terminated until all Orders have expired or have been terminated.
3.2 The term of the Agreement shall commence on the date first written below (the “Effective Date”) and expire after 12 months unless earlier terminated as per the General Terms and Conditions termination clause 13. The Term shall automatically renew for successive one (1) year periods (the “Renewed Term”) unless either Party gives sixty (60) days written notice of termination to the other Party prior to the expiration of the then current term.
3.3. SERVERS shall use commercially reasonable efforts to ensure that the Services will be ready for CUSTOMER’s use on a date to be agreed upon on the Order Form by SERVERS and CUSTOMER (the “RFS Date”). IF SERVERS determines that the Services will not be ready for CUSTOMER’s use on the RFS Date, SERVERS shall give notice of the expected duration of such delay prior to the RFS Date. SERVERS’s notice of delay shall state a new RFS Date. CUSTOMER acknowledges that the RFS Date is a target date, and that SERVERS shall not be liable to CUSTOMER for any loss, damage, cost or expense to CUSTOMER arising out of any delay in the RFS Date.
3.4. The actual RFS date is the date on which SERVERS enables CUSTOMER to use the Services. CUSTOMER accepts the actual RFS date by using the Services. CUSTOMER shall notify SERVERS within two (2) days of the actual RFS date if the Services are not according to this Agreement and Order Form.
3.5. The Services Term will be indicated on the applicable Order Form. The CUSTOMER will be deemed to have accepted the Services as of the RFS date. In the event the term of any Order Form expires on a date later than the expiration date of this Agreement, then the term of this Agreement shall automatically be extended to match the expiration date of the relevant Order Form.
4.1 The General Terms & Conditions shall apply to this Agreement, the Order(s), the Services Specification, the Support and Service Level Agreement, any Service and Equipment provided by SERVERS and any other legal relationship between SERVERS and Customer resulting there from or in connection therewith. CUSTOMER agrees that by signing this Agreement acknowledges that he/she read, abide and understood each paragraph contained in the General Terms & Conditions as uploaded to SERVERS legal section at https://www.servers.com/about-us/legal and further agrees to be legally bound by same.
4.2 General conditions used or applied by Customer shall not be applicable to offers, proposals, the Agreement, any other agreements and/or legal relationships between SERVERS and Customer, unless expressly stipulated otherwise in an agreement and agreed upon in writing by SERVERS.
4.3 In addition to the General Terms & Conditions, SERVERS may apply certain policies with respect to the use of its services. The so-called “SERVERS Policies” shall also apply to this Agreement, the Order(s) and any Service provided by SERVERS. CUSTOMER agrees that by signing this Agreement acknowledges that he/she read, abide and understood each paragraph contained in SERVERS Policies as uploaded to SERVERS legal section at https://www.servers.com/about-us/legal and further agrees to be legally bound by same.
5.1 In the event of any inconsistency or conflict between or among provisions of the agreements referenced herewith and this Agreement, the provisions of the agreements shall have precedence and shall prevail in the following descending order:
5.1.1 Change Order Form (only in relation to the relevant Order Form);
5.1.2 Order Form;
5.1.3 Services Specification;
5.1.4 Support and Service Level Agreement;
5.1.5 General Terms & Conditions;
5.1.6 SERVERS Policies.
6.1 Except for SERVERS's compliance with take-down provisions of the DMCA, or injunctive or other equitable actions initiated by SERVERS, if any controversy or dispute arises in connection with this Agreement, the Services or your use of SERVERS's services, such controversy or dispute shall first be presented for resolution by SERVERS to you. This Agreement and all matters arising there from or connected therewith are governed by the laws of the Netherlands to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods. The competent courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement or other agreements or other legal relationships resulting there from.
6.2 For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
This Agreement was duly executed by the Parties on the date set out below:
For and on behalf of, SERVERS
For and on behalf of, Customer