Terms and conditions

1.1 In these terms, the words below have the meaning given here.

Agreement

The agreement between ServerKing and Customer for one or more Services, made up of the Order, any service level terms, any data processing agreement and these terms

Customer

The business or legal entity that orders Services from ServerKing

Customer Equipment

Servers, network devices, storage, cables and other goods that Customer, or anyone on its behalf, brings into the Data Centre, including goods Customer bought from ServerKing once ownership has passed

Data Centre

The data centre of a third-party operator where ServerKing provides space and power

Order

ServerKing's quote or order form accepted by Customer, or ServerKing's written confirmation of Customer's order

Rate Card

The prices and minimums published on serverking.nl at the date of the Order, unless the Order sets other prices

ServerKing

ServerKing B.V., registered with the Dutch Chamber of Commerce (KvK) under number 64641341

ServerKing Equipment

Racks, power distribution units, switches, routers, cables and other goods that ServerKing provides for the Services and that remain its property

Services

Everything ServerKing provides under the Agreement: rack space and power, connectivity and IP addresses, remote hands, equipment migration, equipment procurement, setup and care, and any related work

Written

By letter or by e-mail

2.1 These terms apply to every offer, Order and Agreement of ServerKing and to every Service it provides. Customer's own general terms do not apply and are expressly rejected.

2.2 ServerKing provides its Services to businesses only. By placing an Order, Customer confirms that it acts in the course of its trade, business or profession and not as a consumer.

2.3 If the documents of the Agreement conflict, they prevail in this order: the Order, the service level terms, the data processing agreement, these terms. A deviation from these terms is valid only if it is agreed in writing, and it applies only to the Order it was agreed for.

2.4 If a provision of these terms is void or annulled, the other provisions remain in force, and the parties replace it with a valid provision that comes as close as possible to its purpose.

2.5 These terms are written in English. If they are translated, the English text prevails.

2.6 ServerKing may amend these terms. An amendment applies to existing Agreements 30 days after ServerKing has notified Customer of it in writing. If an amendment materially disadvantages Customer, Customer may terminate the affected Services in writing with effect from the date the amendment takes effect. An amendment that the law requires, or that is in Customer's favour, may apply sooner.

3.1 Prices on serverking.nl are an invitation to order and do not bind ServerKing. An offer or quote is valid for 30 days unless it says otherwise, and is based on the information Customer has given. ServerKing may withdraw an offer until it is accepted, and is not bound by an obvious error in it.

3.2 The Agreement is formed when Customer accepts an Order in writing or when ServerKing starts to provide the Services, whichever comes first, and always subject to the verification in article 4.

3.3 ServerKing may refuse an order without giving a reason.

4.1 ServerKing verifies the identity of every Customer, including its directors and ultimate beneficial owners, before providing any Services, and may request updated or additional information at any time during the Agreement. Customer shall provide complete, accurate and up-to-date information, and shall inform ServerKing without delay of any change in its directors, ownership or control.

4.2 ServerKing may refuse an order, suspend the Services or terminate the Agreement with immediate effect, without notice of default and without liability towards Customer, if Customer does not complete verification or does not provide requested information within 14 days of ServerKing's request; has provided false or misleading information; is, or is owned or controlled by, a person subject to sanctions; or is resident or registered in a jurisdiction blocked under ServerKing's AML/CTF Policy, which ServerKing makes available on request.

4.3 ServerKing has the same rights if it reasonably suspects money laundering, terrorist financing, fraud or the evasion of sanctions, or if a competent authority so requires. ServerKing does not have to give its reasons where the law or an authority forbids it.

4.4 Fees for the period until suspension or termination remain due.

4.5 ServerKing processes the personal data it collects for verification as described in its privacy statement.

5.1 Customer warrants that neither it nor its directors, ultimate beneficial owners or end users are subject to sanctions of the European Union, the United Nations or the Netherlands, or to any other sanctions that apply to ServerKing, the Services or the equipment.

5.2 Customer shall not use the Services, or equipment bought from ServerKing, in breach of sanctions or export control rules, including Regulation (EU) 2021/821 on dual-use items, and shall not make them available to a person, country or end use that those rules restrict. Customer obtains any licence these rules require for its own use, export or transfer of the equipment.

5.3 If Customer, or anyone who owns or controls it, becomes subject to sanctions, ServerKing may suspend the Services and terminate the Agreement with immediate effect, and may withhold Customer Equipment, payments and anything else of Customer's for as long as the law requires. ServerKing is not liable for any loss this causes.

6.1 ServerKing provides the Services described in the Order with care and in line with good industry practice. Unless the Order expressly promises a result, ServerKing's obligations are obligations to use reasonable efforts, not to achieve a result.

6.2 Service levels apply only if they are agreed in the Order or in separate service level terms, and the remedies set out there are Customer's only remedies for a failure to meet them. Delivery dates and response times are targets, not deadlines, unless they are expressly agreed as deadlines. If ServerKing misses a date, Customer first gives ServerKing written notice of default with a reasonable period to perform.

6.3 ServerKing may engage third parties to provide the Services, including the Data Centre operator, network carriers and suppliers. ServerKing may change the technical means by which it provides the Services, such as equipment, network routes and IP addresses, if this does not materially reduce the agreed Services.

6.4 Planned maintenance by ServerKing or by the Data Centre operator is announced in advance where possible. ServerKing may carry out urgent maintenance without notice when it is needed to prevent damage, a security incident or a failure. Maintenance does not entitle Customer to compensation, unless the agreed service levels provide otherwise.

6.5 ServerKing does not access the data stored on Customer Equipment. Customer remains responsible for its data, its software, the security of its systems and its backups, and makes a backup of its data before ServerKing works on Customer Equipment.

7.1 The Order sets the racks and the committed power of each rack, in whole kW. Customer keeps the average draw of each rack within its committed power.

7.2 Power drawn above the commitment is charged as set out in the Order and the Rate Card. If the average draw of a rack is above its commitment in two consecutive months, the commitment of that rack rises to that draw from the third month.

7.3 ServerKing may limit or switch off the power of a rack, after warning Customer where possible, if its draw endangers the power supply of the Data Centre, other customers or equipment, or exceeds the rating of the rack.

7.4 Customer, and the persons it names in writing, have access to its racks under the access rules and house rules of the Data Centre, which they must follow. Customer is responsible for everyone who visits the Data Centre on its behalf. ServerKing or the Data Centre operator may refuse or remove anyone who breaks these rules or endangers safety or security.

7.5 Customer Equipment must be safe, in good working order, CE-marked where the law requires it, mountable in a rack and labelled as ServerKing asks. Customer may not bring in hazardous goods, separate battery systems or uninterruptible power supplies, or equipment that produces more heat, noise or vibration than usual IT equipment, without ServerKing's written consent.

7.6 Deliveries to the Data Centre are announced at least 2 business days in advance, with a packing list. ServerKing may refuse an unannounced delivery or charge for it under the Rate Card. ServerKing receives deliveries on Customer's behalf and checks only the number of packages and visible damage.

7.7 The Services give Customer no tenancy or other right to any part of the Data Centre. If the Data Centre operator requires it, or for technical or safety reasons, ServerKing may move Customer Equipment to other racks or another room of the same Data Centre, after consulting Customer and at ServerKing's cost.

8.1 Customer Equipment remains at Customer's risk at all times, also while ServerKing installs, moves, stores or works on it. Customer insures Customer Equipment adequately against loss, theft, fire, water and other damage.

8.2 Customer warrants that it owns Customer Equipment or is entitled to place it in the Data Centre, and that the equipment and the software on it do not infringe the rights of third parties.

8.3 ServerKing stores spare parts and equipment of Customer as set out in the Rate Card. Storage is at Customer's risk.

8.4 ServerKing may retain Customer Equipment and other goods of Customer in its control (right of retention) until Customer has paid everything it owes under the Agreement.

8.5 At the end of the Agreement, Customer removes Customer Equipment within 30 days, once it has paid everything it owes. After that, ServerKing may remove and store the equipment at Customer's cost and risk. If Customer has not collected it within 60 days of a written reminder, Customer is deemed to have abandoned it and irrevocably authorises ServerKing to sell, recycle or destroy it and to set the proceeds off against what Customer owes. Before disposal, ServerKing makes the data on storage media unreadable or destroys the media, and is not liable for any data on them.

9.1 IP addresses that ServerKing assigns remain ServerKing's or its registry's. Customer receives a right to use them for the duration of the Agreement and gives them back at its end. ServerKing may change assigned IP addresses for technical reasons, with reasonable notice.

9.2 If Customer has its own IP addresses or autonomous system number announced through ServerKing, Customer warrants that it holds them and keeps its registry records, including route objects and RPKI, correct. ServerKing may stop announcing a prefix that is invalid, hijacked or listed on a blocklist.

9.3 Customer shall not use the Services, or let anyone use them, to:

• break the law or infringe the rights of others, including intellectual property rights
• store or distribute child sexual abuse material, terrorist content or other content that is illegal in the Netherlands or the European Union
• send spam or other unsolicited bulk messages
• spread malware, run botnets or command-and-control servers, phish or commit fraud
• attack, scan or gain unauthorised access to systems or networks, including denial-of-service attacks
• falsify network identifiers, such as source IP addresses
• disrupt the network, the Data Centre or other customers

9.4 Customer secures its equipment and services against misuse by others, such as open relays, open resolvers and compromised systems, and keeps them up to date.

9.5 ServerKing forwards to Customer every notice it receives about illegal content or misuse of the Services. Customer acts on it promptly: within 24 hours when the notice concerns an ongoing attack, child sexual abuse material or a threat to life or safety, and within 48 hours otherwise. Customer tells ServerKing what it has done.

9.6 ServerKing may block IP addresses, ports or traffic, or suspend the Services wholly or in part, if Customer does not act in time, if the misuse is manifest or harms ServerKing, its network or third parties, or if a competent authority orders it. ServerKing tells Customer the reason, unless the law or an authority forbids it, and restores the Services once the cause has been removed. Fees remain due during the suspension.

9.7 Customer indemnifies ServerKing against all claims of third parties, including authorities, that arise from Customer's use of the Services, from Customer Equipment or from the content on it, including reasonable legal costs.

9.8 Notices about illegal content and requests from authorities can be sent to [email protected], in English or Dutch. This is ServerKing's point of contact under the Digital Services Act.

10.1 Remote hands and other work by ServerKing's engineers are carried out on Customer's instructions and billed by the time spent, at the rates and minimums of the Rate Card, unless the Order sets a fixed price.

10.2 Customer is responsible for its instructions being complete and correct. ServerKing is not liable for the consequences of following Customer's instructions, or for the failure of equipment that was already faulty.

10.3 Before an equipment migration, Customer makes and checks a full backup of its data. Equipment in transit is at Customer's risk and is insured by Customer, unless the Order says otherwise.

10.4 Where work needs access to Customer's systems, such as care after go-live, the Order sets out what ServerKing may do. Where ServerKing processes personal data on Customer's behalf, the parties first enter into a data processing agreement.

11.1 The price of equipment is based on supplier prices and exchange rates at the date of the quote. If they change materially before ServerKing orders the equipment from its supplier, ServerKing may adjust the price, and Customer may then cancel that equipment without cost.

11.2 Once ServerKing has ordered equipment from its supplier, Customer cannot cancel it and pays for it. Delivery dates depend on the supplier and are estimates.

11.3 The risk in the equipment passes to Customer on delivery to the Data Centre or to the address Customer has given.

11.4 The equipment remains ServerKing's property until Customer has paid for it in full, together with everything else it owes under the Agreement (retention of title). Until then, Customer may not sell, pledge or otherwise encumber the equipment, and ServerKing may take it back if Customer does not pay.

11.5 Customer inspects the equipment on delivery, or when ServerKing installs it, and reports visible defects in writing within 8 days; a later report of a visible defect is not accepted.

11.6 The equipment carries the manufacturer's warranty, which ServerKing passes on to Customer and helps Customer to claim. ServerKing gives no warranty of its own beyond it, unless the Order says otherwise. The warranty does not cover damage from improper use, changes by Customer or third parties, or normal wear.

12.1 All prices are in euros and exclude VAT and other levies, which Customer pays on top.

12.2 Recurring fees are invoiced monthly in advance. One-off fees, such as setup and equipment, are invoiced with the Order. Power above the commitment and work billed by time are invoiced monthly in arrears. ServerKing may ask for advance payment, including before it orders equipment.

12.3 Invoices are due within 14 days of the invoice date, without deduction, suspension or set-off.

12.4 If Customer does not pay on time, it is in default without notice of default and owes the statutory commercial interest (article 6:119a Dutch Civil Code) and the extrajudicial collection costs, at least as set by the Dutch decree on extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).

12.5 If an invoice is still unpaid 14 days after its due date, ServerKing may suspend all or part of the Services, including the network, access to the Data Centre and the release of equipment, after 7 days' written notice. Fees remain due during the suspension.

12.6 Customer raises any objection to an invoice in writing within 30 days of its date; after that, the invoice is accepted. An objection does not suspend payment of the undisputed part.

12.7 Prices are indexed once a year on 1 January by the consumer price index (CPI) of Statistics Netherlands (CBS). ServerKing may re-price the power component when the tariff of the Data Centre changes, on 60 days' written notice, and may pass on new taxes and levies imposed by law.

12.8 If ServerKing has reason to doubt that Customer can pay, it may ask for security, such as a deposit or a bank guarantee. If Customer does not provide it within 14 days, ServerKing may suspend or terminate the Agreement.

13.1 The Order sets the term of each rack: 12, 24 or 36 months, or month-to-month. The term starts on the date the rack is ready for Customer, even if Customer installs its equipment later.

13.2 At the end of its term, a fixed-term Agreement renews automatically for 12 months at a time, unless either party terminates it in writing at least 3 months before the end of the current term.

13.3 Either party may terminate a month-to-month Agreement in writing with one calendar month's notice, to the end of a calendar month.

13.4 Customer may not terminate a fixed-term Agreement early. If it ends before its term because Customer ends it, or because ServerKing terminates it for Customer's breach, the fees for the rest of the term become due at once.

13.5 Either party may terminate the Agreement in writing with immediate effect if the other party is declared bankrupt, is granted a suspension of payments or is dissolved. ServerKing may also terminate it with immediate effect and without liability if Customer breaches a material obligation and does not remedy the breach within 14 days of a written notice, or at once where it cannot be remedied, and in the cases of articles 4, 5 and 9.

13.6 If ServerKing's own agreement with the Data Centre operator ends, ServerKing may terminate the affected Services with 6 months' notice, or with the shorter notice it has received itself, and offers Customer an alternative in another data centre where it can.

13.7 Fees paid in advance are not refunded on termination, unless the Agreement ends because of ServerKing's breach. Amounts invoiced before termination remain due and become payable at once.

13.8 Articles that by their nature continue after termination stay in force, including those on liability, indemnities, confidentiality, payment, Customer Equipment and governing law.

14.1 ServerKing's total liability for damage arising from or in connection with the Agreement, in contract, in tort or otherwise, is limited to direct damage, up to the fees Customer paid for the Service concerned in the 3 months before the event that caused the damage. A series of related events counts as one event.

14.2 Direct damage means only: reasonable costs of establishing the cause and extent of the damage; reasonable costs of making ServerKing's performance conform to the Agreement; reasonable costs of preventing or limiting the damage; and material damage to Customer Equipment.

14.3 ServerKing is not liable for indirect or consequential damage, including lost profit, lost revenue, lost savings, loss of or damage to data, business interruption, claims of Customer's own customers, and damage to reputation.

14.4 The limits of this article do not apply to damage caused by the intent or deliberate recklessness of ServerKing's management, or to liability for death or personal injury.

14.5 ServerKing is liable for a failure to perform only if Customer has given it written notice of default without delay, describing the failure in enough detail and with a reasonable period to remedy it, and ServerKing still fails after that period.

14.6 Customer reports damage to ServerKing in writing as soon as possible, and in any case within 30 days of discovering it. Every claim against ServerKing lapses one year after Customer became aware, or could reasonably have become aware, of the facts on which it is based.

14.7 These limits also protect ServerKing's employees and the third parties it engages for the Services, including the Data Centre operator, who may rely on them.

14.8 Customer is liable for the damage that it, Customer Equipment or its visitors cause to ServerKing, the Data Centre, other customers and third parties, and indemnifies ServerKing against claims of third parties for that damage.

15.1 ServerKing is not liable for a failure or delay caused by circumstances beyond its reasonable control, including failures of the power grid, the Data Centre or its operator, network carriers or suppliers; cyberattacks, including denial-of-service attacks; fire, flood and extreme weather; epidemics; war, terrorism and civil unrest; strikes; sanctions and government measures; and delays in the supply of equipment.

15.2 If force majeure lasts longer than 60 days, either party may terminate the affected Services in writing without liability. Fees for Services already provided remain due.

16.1 Each party keeps confidential the information it receives from the other that is marked as confidential or should reasonably be understood to be confidential, such as prices, network details and security information, and uses it only for the Agreement. This does not apply to information that is public, that the party already had or developed on its own, or that it must disclose by law or to a competent authority.

16.2 ServerKing names Customer as a customer only with Customer's written consent.

16.3 Each party processes the personal data of the other party's contact persons as an independent controller under the GDPR; ServerKing does so as described in its privacy statement.

16.4 ServerKing does not process the data stored on Customer Equipment, and Customer is responsible for that data under data protection law. Where a Service requires ServerKing to process personal data on Customer's behalf, the parties enter into a data processing agreement under article 28 GDPR before that Service starts.

17.1 Each party keeps its own intellectual property rights. Designs, configurations, scripts and documents that ServerKing makes for Customer remain ServerKing's, unless the Order says otherwise; once Customer has paid for them, Customer may use them for its own infrastructure without limit in time.

17.2 Open source software is provided under its own licence, which governs its use.

18.1 Customer may not transfer the Agreement, or its rights and obligations under it, without ServerKing's written consent. ServerKing may transfer the Agreement to a successor of its business or to a company that takes over the Services, and Customer consents to this in advance.

18.2 Notices under the Agreement are given in writing, to the addresses in the Order or to [email protected]. Customer keeps its contact details up to date.

18.3 ServerKing's records of communication, power draw, traffic and work carried out are conclusive evidence, unless Customer proves otherwise.

19.1 The Agreement and these terms are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 The parties first try to settle a dispute by consultation. Every dispute arising from or in connection with the Agreement is submitted exclusively to the District Court of Amsterdam (Rechtbank Amsterdam), without prejudice to ServerKing's right to bring a claim before the court of Customer's domicile.

19.3 ServerKing B.V., Pietersbergweg 291, 1105BM Amsterdam, the Netherlands; KvK 64641341; VAT NL855757231B02; [email protected].