TheSocialGrid - Terms and Conditions

Version 1.0 | August 2024

These are the general terms and conditions of thesocialgrid.nl, located at Kanaalkade 57, 1811LS, Alkmaar, registered with the Chamber of Commerce under registration number 82529833 and accessible online at thesocialgrid.nl (hereinafter "Supplier").

These general conditions apply to any agreement for the provision of services concluded between Supplier and the natural or legal persons who purchase the services (hereinafter "Customer").

Supplier and Customer are hereinafter collectively referred to as "Parties" and individually as the "Party".

Personal data may be processed as part of Supplier's services. The processor agreement applicable to such processing is set out in Appendix 1 and forms an integral part of these general terms and conditions.

Article 1. Definitions

All capitalized terms in these General Terms and Conditions, whether singular or plural, shall have the meanings ascribed to them in this Article.

1.1 Account: Any user interface that allows Customer, after entering login credentials, to manage and configure (certain aspects of) the Services, as well as the configuration(s) and the files stored for and by Customer itself.

1.2 Website: The Supplier's website, accessible via the domain mentioned in the salutation of these General Terms and Conditions.

1.3 Terms and Conditions: The provisions of the present document.

1.4 Consumer: Customer acting as a natural person, not in the exercise of his profession or business.

1.5 Services: The products and/or services that Supplier will provide to Customer pursuant to an Agreement.

1.6 Intellectual Property Rights: All intellectual property and related rights, including but not limited to copyright, database rights, rights to domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.

1.7 Customer data: All data stored by Customer (or the end users of the Services) through or using the Services, or otherwise made available to Supplier by Customer (or the end users of the Services).

1.8 Materials: All works, such as websites and (web) applications, software, house styles, logos, leaflets, folders, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and other products of the mind, as well as preparatory material thereof and files or data carriers (whether encrypted or not) on which the Materials are located.

1.9 Agreement: Any agreement between Supplier and Customer pursuant to which Supplier provides Services to Customer and of which these General Terms and Conditions and any attachments form an inseparable part.

1.10 Service Level Agreement: Any further agreement concluded between the Parties in which agreements are made about the quality of the Services provided, which will be linked to concrete and measurable key performance indicators.

1.11 Applications With Increased Risk: Applications where an error in the Services could result in death or serious injury, serious environmental damage or loss of (personal) data with very high consequential damages. Examples of Applications With Increased Risk are: transport systems where an error may result in trains derailing or planes crashing; medical systems where an error may result in a patient not receiving treatment or receiving the wrong treatment; systems on which a substantial part of the population depends for the allocation of crucial government services, such as DigiD; systems in which (a large amount of) medical data or other special categories of data within the meaning of the General Data Protection Regulation (hereinafter: "AVG"), or otherwise very sensitive data are stored.

1.12 Processor Agreement: Any further agreement concluded between the Parties in which arrangements are made regarding the handling and security of personal data, which in such a case replaces Annex 1 to these General Terms and Conditions.

1.13 Working days: The days from Monday to Friday, with the exception of official Dutch holidays and other days for which Supplier has indicated in advance to be closed.

1.14 Working hours: Supplier's business hours on Business Days, as indicated on the Website.

Article 2. Applicability and ranking

2.1 These General Terms and Conditions apply to any offer or quotation by Supplier in respect of Services and form an integral part of any Agreement for the provision thereof. This expressly also applies to any future quotations, offers or Agreements under which these General Terms and Conditions have not been reissued to Customer.

2.2 Any terms or conditions set by Customer or other further agreements between Supplier and Customer that differ from or do not appear in these General Terms and Conditions shall only be binding on Supplier if and insofar as Supplier has expressly accepted them in writing.

2.3 Any general (purchase) conditions of Customer are expressly not applicable.

2.4 Provisions pertaining to specific Services, if applicable, take precedence over general provisions pertaining to all Services in case of inconsistencies.

2.5 Products and/or services of third parties may be part of the Services. If that is the case, (the use of) those products and/or services are additionally subject to the (general) terms and conditions of the third party in question, overriding any varying terms and conditions in these General Terms and Conditions. Customer can consult and download all additional conditions via the Overview Additional Conditions.

2.6 In case of contradictions between the applicable documents, the following order of precedence shall apply. Otherwise, the documents shall apply in a complementary manner:

1. Agreement;
2. Service Level Agreement (if applicable);
3. Additional terms and conditions (if applicable);
4. Terms and Conditions;
5. Processor Agreement (if applicable).

2.7 These General Terms and Conditions replace all previously agreed (general) terms and conditions for the provision of Services. This also applies to Agreements already in progress.

Article 3. Formation of Agreement.

3.1 Customer can request the Services directly from the Website. Customer can also request an offer without obligation. The Agreement arises at the moment of sending the e-mail (whether or not automatically generated) from Supplier confirming the acceptance of the request or the confirmation of the acceptance of the offer by Customer. This moment also serves as the effective date for the Services, unless otherwise agreed in writing.

3.2 Notwithstanding the provisions of article 6:225 paragraph 2 of the Civil Code, Supplier shall not be bound by a deviating acceptance of an offer of Supplier made by a potential Customer.

3.3 The Supplier shall not be obliged to accept a request or acceptance. Grounds for refusal include, but are not limited to: a. the absence of required information or documents necessary for the conclusion of the Agreement, including at least a copy of a valid, legal means of identification, in case of representation, sufficient proof of representative authority, such as an extract from the Chamber of Commerce or a legally validly signed authorization; b. errors in the quotation made; c. the Customer's legal incapacity.

3.4 If an application or acceptance is rejected by Supplier, Supplier shall in principle notify Customer in writing or electronically within fourteen (14) days after receipt of the application or acceptance. Refusal or no response by Supplier shall never lead to liability for damages, directly or indirectly resulting therefrom.

3.5 If Customer is a Consumer, Customer shall have the opportunity during a period of fourteen (14) days from the moment the Agreement is concluded to rescind it in writing and free of charge. Customer can make use of its right of withdrawal by sending an unambiguous statement to Supplier within the reflection period. For this purpose, Customer can use the model withdrawal form (findable on the Website), but this is not mandatory.

3.6 The right of rescission does not apply to Agreements to provide Services, after performance of the Agreement, if: a. the performance has started with the express prior consent of Customer; and b. Customer has declared to waive its right of rescission as soon as Supplier has fulfilled the Agreement.

Article 4. Execution of Agreement

4.1 After the conclusion of the Agreement, the Supplier shall make every effort to perform it to the best of its ability and with the application of sufficient care and skill.

4.2 Terms of delivery specified by the Supplier shall always be indicative in nature, except where and to the extent expressly provided otherwise in writing.

4.3 Customer shall provide Supplier with all support necessary and desirable to enable correct and timely delivery of the Services. In any event, Customer shall provide Supplier with all data and other information that Supplier indicates is necessary, or that Customer should reasonably understand is necessary for the performance of the Agreement. The period within which Supplier shall perform the Agreement shall not commence until all requested and required data has been received by Supplier.

4.4 Customer shall give Supplier all reasonable cooperation in the performance of the Agreement. Customer shall provide Supplier and employees of Supplier performing work at Customer's offices or work on Customer's systems for the purpose of providing Services with all necessary support for the performance of their work.

4.5 If Customer knows or can suspect that Supplier will have to take certain (additional) measures to be able to comply with its obligations, Customer shall inform Supplier immediately. This obligation applies for instance if Customer knows or should foresee that an extraordinary peak in load on the systems of Supplier will occur, which in any probability could cause unavailability of the Services. After warning, Supplier shall make every effort to prevent unavailability of the Services. Unless otherwise expressly agreed in writing, all reasonable additional costs incurred in doing so may be charged to Customer.

4.6 If and to the extent required for the proper performance of the Agreement, Supplier shall be entitled to have certain activities performed by third parties. Any related unexpected additional costs shall only be for Customer's account if agreed in writing in advance. These General Terms and Conditions shall also apply to the work performed by these third parties as subcontractors under the Agreement, subject to the provisions of Article 2.5.

4.7 All changes to the Agreement and all additional non-agreed work, whether at the request of the Customer or as a result of the fact that a different performance is necessary due to any circumstances whatsoever, shall be considered as additional work when additional costs are involved. The procedure laid down in Article 15 (Additional Work) therefore applies.

Article 5. Accounts

5.1 If such is part of the Services, Supplier will provide Customer with access to an Account after formation of the Agreement by providing login credentials, or by giving Customer the opportunity to create its own login credentials.

5.2 All Accounts and associated login information are strictly confidential and may not be shared with third parties.

5.3 Any action that takes place through the Customer's Account or an Account created by the Customer is deemed to have taken place under the responsibility and risk of the Customer.

5.4 If login details of an Account are lost or leaked, or if Customer suspects or should reasonably suspect or know that misuse of an Account is taking place, Customer must immediately take all measures necessary and desirable to prevent or stop misuse.

5.5 These measures may include, for example, changing the login details or blocking the Account. Customer must also report this immediately to Supplier so that it can take any additional measures.

Article 6. Rules of use

6.1 By using the Services, Customer is prohibited from violating Dutch or other laws or regulations applicable to Customer or Supplier or from infringing the rights of others.

6.2 It is prohibited (whether it is legal or not) to offer or distribute, using the Services, any materials that: a. contain or reference malicious content (such as viruses, malware or other harmful software); b. infringe third party rights (such as Intellectual Property Rights), or are unmistakably libelous, defamatory, offensive, discriminatory or hateful; c. contain information about (or that may assist in) violating the rights of third parties, such as hacking tools or computer crime explanations designed to (induce) the reader to engage in criminal conduct rather than to defend against it; d. constitute a violation of the privacy of third parties, including in any case but not limited to the processing of personal data of third parties without consent or any other basis; or e. contain hyperlinks, torrents or references with (locations of) materials that violate Intellectual Property Rights.

6.3 The Customer is only permitted to distribute (unsolicited) commercial, charitable or idealistic communications using the Services in compliance with the applicable laws and regulations.

6.4 Distribution of pornographic Materials through the Services is permitted to the extent that it does not constitute a nuisance or other violation of these General Terms and only to the extent that this possibility is not excluded in the Agreement.

6.5 Customer shall refrain from hindering other customers or internet users or causing damage to systems or networks of Supplier or other customers. Customer is prohibited from starting processes or programs, whether or not via the systems of Supplier, which Customer knows or can reasonably suspect will hinder or damage Supplier, its customers or internet users.

6.6 Customer indemnifies Supplier and shall hold Supplier harmless from any claim, suit or action by a third party in connection with (the content of) the data traffic or Material posted on or distributed through the Service by Customer, Customer's customers and/or other third parties.

6.7 If in the opinion of Supplier any hindrance, damage or other danger arises for the functioning of the computer systems or the network of Supplier or third parties and/or of the service provision via the Internet, in particular due to excessive sending of e-mail or other data, denial-of-service attacks, poorly secured systems or activities of viruses, Trojans and comparable software, Supplier is entitled to take all measures it reasonably considers necessary to avert or prevent this danger. Supplier may recover the costs reasonably necessary associated with these measures from Customer, if and insofar as Customer can be blamed for the cause.

6.8 Unless otherwise agreed in writing, Customer may not use the Services for Increased Risk Applications.

6.9 If Customer requires any license or other permission from government agencies or third parties for the specific use it is giving or intends to give to the Services, Customer must itself take care to obtain it. Customer warrants to Supplier that it holds all permits and/or consents necessary for Customer's use of the Services.

Article 7. Notice and takedown

7.1 If a third party notifies Supplier or if Supplier itself observes that, with the use of the Services, certain materials are stored or distributed that infringe third-party rights or otherwise violate laws and regulations or the Agreement, Supplier shall notify Customer of the complaint or violation as soon as possible.

7.2 Supplier shall give Customer the opportunity to respond to the complaint within a reasonable time and take action if necessary. If Customer fails to do so, Supplier may itself take all reasonable measures to end the violation. This may result in certain data being deleted or made inaccessible, or access to the Services being blocked in whole or in part. In urgent cases (for example, when Supplier receives reports regarding the possible presence of child pornography) Supplier may take immediate action, without alerting Customer. If Customer is a Consumer, immediate intervention by the Supplier is only possible in the form of removal or blocking of the unlawful materials. However, in that case the legal (suspension) rights of Supplier shall continue to apply in full.

7.3 If potentially criminal materials are involved, Supplier shall be entitled to report them. In doing so, Supplier may hand over the relevant materials and all relevant information about Customer and third parties (including customers of Customer) to the competent authorities and perform any other acts that such authorities request Supplier to perform as part of the investigation.

7.4 Supplier shall not be liable for any damages incurred by Customer, its customers or end users as a result of a shutdown of the Services or removal of materials under the procedure described in this Article.

7.5 Supplier is entitled to hand over the name, address and other identifying data of Customer or the relevant end user to a third party who complains that Customer is infringing its rights, provided that the applicable legal or jurisprudential requirements for this are met.

7.6 Customer indemnifies Supplier against any claims by third parties based on the assertion that materials stored or distributed using the Services infringe its rights or are otherwise unlawful.

Article 8. Domain names and IP addresses.

8.1 If and to the extent that the Services (also) involve the provision and/or management of domain names and/or IP addresses, the provisions of this Article 8 shall apply.

8.2 When providing or managing domain names, Supplier acts as an intermediary between Customer and the provider of domain name registration and domain name management services. Customer explicitly authorizes Supplier to do this, as well as the other actions described in this Article 8.

8.3 Supplier has no influence on the distribution process of domain names. Supplier has no obligation to guarantee the continuity or existence of a registered domain.

8.4 Availability, application, assignment and possible use of a domain name or IP address depend on and are subject to the applicable rules and procedures of the relevant registering authorities, such as the Stichting Internet Domeinregistratie Nederland in the case of .nl domain names and Réseaux IP Européens (RIPE) in the case of IP addresses. The Supplier gives no guarantee that an application will also be honored. The relevant authority will decide on the allocation.

8.5 Customer must comply with the rules set by registering authorities for application, assignment or use of a domain name. The various domains are managed by different, mostly national organizations. All of these organizations have their own (general) conditions relating to the registration of the relevant domains and sub-level domains, as well as their own regulations regarding domain name disputes. If domain names are the subject of the Agreement, the additional terms and conditions of, inter alia, each relevant gTLD (general Top Level Domain) and ccTLD (country code Top Level Domain) will apply. The relevant additional terms and conditions can be accessed via the Additional Terms and Conditions Overview.

8.6 Customer can only learn the fact of registration from Supplier's confirmation stating that the requested domain name or IP address has been registered. An invoice for registration fees is not confirmation of registration.

8.7 Customer shall always notify Supplier promptly, but in any case within 5 calendar days, and in writing of any changes regarding the domain holder's data.

8.8 Customer must comply with all laws and regulations and all conditions set by the registering authorities when using domain names and IP addresses. The use shall take place entirely under the responsibility of Customer. Customer shall indemnify and hold Supplier harmless for all damages related to (the use of) a domain name or IP address on behalf of or by Customer. Supplier is not liable for the loss by Customer of its right(s) to a domain name (e.g. in the event of termination by Customer itself or by decisions in domain name disputes) or for the fact that the domain name is applied for and/or obtained by a third party in the interim and Customer is not entitled to a replacement domain name or refund in those cases, except in the event of intentional or deliberate recklessness on the part of Supplier.

8.9 Notwithstanding the provisions of Article 8.2, the Supplier has the right to make the domain name or IP address inaccessible or unusable, or (if applicable) to place it in its own name (or have it placed in its own name), if the Customer demonstrably fails to comply with the Agreement, but only after expiry of a reasonable period for compliance set in a written notice of default.

8.10 The IP addresses made available to Customer remain under the control of Supplier or its suppliers and, unless otherwise agreed in writing, cannot be taken away upon any termination of the Agreement. Multiple Customers of Supplier may operate under a given IP address. Supplier shall at all times have the right to change the IP address or assign another address to Customer.

8.11 In the event of termination of the Agreement for breach of contract by Customer, Supplier shall, notwithstanding its mediating role, be entitled to terminate a domain name of Customer, without being liable in any way for resulting damages.

Article 9. Installation and configuration of software

9.1 Unless otherwise agreed in writing, Customer is responsible for the installation and configuration of the Services. Supplier may charge Customer for any support in this regard.

9.2 Except and to the extent it follows from the nature of the Service (e.g., in the case of non-managed virtual private servers), Customer does not have the right to independently make modifications or install software within Supplier-managed Services (such as but not limited to online workstations and virtual private servers) without Supplier's written consent.

9.3 If and to the extent that the Services (also) involve the installation and/or configuration of software, Clause 9.4 applies.

9.4 If Customer wishes to implement a modification to the software independently, this shall be done entirely at Customer's own risk and responsibility, unless Customer has notified Supplier in advance of the desired modification and Supplier has approved it in writing. Supplier may attach conditions to this approval.

Article 10. Prices

10.1 Unless an amount is explicitly stated otherwise, all prices quoted by Supplier are exclusive of sales tax and other levies imposed by the government.

10.2 If a price is based on data provided by Customer and these data prove to be incorrect, Supplier shall be entitled to adjust the prices accordingly, even after the Agreement has already been concluded.

10.3 Supplier shall be entitled to increase the prices charged for domain name registrations and other Services annually, by no more than the percentage of 5% or on the basis of the relevant price index of the CBS, without this resulting in an option for Customer to terminate the Agreement. In addition, prices may at all times be increased by Supplier on an interim basis if the rates of suppliers, such as, but not limited to, suppliers of electricity, electronic communication services, domain name registrations, IP addresses, data centers, software and (public) cloud solutions increase, without this resulting in an option for Customer to terminate the Agreement.

10.4 Notwithstanding the preceding paragraphs of this article, if Customer is a Consumer, Customer has the right to terminate the Agreement if prices are increased within three months of the conclusion of the Agreement.

10.5 Price changes that do not take place under Article 10.3 are subject to the same conditions and procedures as changes to the Services and to these General Terms and Conditions. If Supplier wishes to reduce the applicable prices, Supplier is entitled to implement this reduction immediately, without possibility of cancellation by Customer.

Article 11. Payment

11.1 Supplier shall invoice Customer for the amounts owed by Customer for domain name registrations. In doing so, Supplier may issue electronic invoices. Supplier shall be entitled to invoice amounts due periodically prior to the delivery of domain name registrations.

11.2 The payment term of an invoice is 14 days from the invoice date, unless otherwise agreed in writing.

11.3 If Customer has not paid in full after the payment deadline, he is automatically in default without notice of default being required.

11.4 Without prejudice to the above, all costs associated with the collection of outstanding debts - both judicial and extrajudicial (including the costs of lawyers, bailiffs and collection agencies) - will be at the expense of Customer without notice of default being required.

11.5 Recourse by Customer to suspension or set-off is not permitted.

11.6 The provisions contained in Article 11.3 through Article 11.5 do not apply if and to the extent Customer is a Consumer.

11.7 If Customer is in default, the following consequences shall apply: a. legal interest shall be due on the outstanding amount; b. the domain names registered for Customer may be made inaccessible without further warning until the outstanding amounts, interest and the like are paid.

11.8 All claims of Supplier shall be immediately due and payable if Customer is declared bankrupt, Customer applies for or is granted suspension of payments, Customer's operations are terminated or its business is liquidated.