Terms and Conditions

These General Terms and Conditions apply to all offers and quotes from Serverbear with respect to Services and are an integral part of every Agreement between Serverbear and Customer.

Provisions or conditions imposed by the Customer that derogate from, or are not present in, these General Terms and Conditions, are only binding for Serverbear if Serverbear expressly accepts these in Writing.

Capitalised terms must be understood as defined in Article 1 of these terms and conditions.

Article 1. Definition of used terminology

In these General Terms and Conditions, the following terms should be understood as defined herewith.

• 1.1. Serverbear a brandname of CBWS B.V., established in Eindhoven, the Netherlands, registered at the Chamber of Commerce of the Netherlands under 87442280.
• 1.2. Website of Serverbear: https://serverbear.eu/ the website of Serverbear.
• 1.3. Subscription: the Agreement where one or more parties bind theirselves for a certain period to provide services continuously (such as a hosting agreement for 12 months).
• 1.4. Account: the right to access to a user interface that Customer can use to manage and configure (certain aspects of) the Services, as well as the information stored by Customer.
• 1.5. General Terms and Conditions: the provisions in the present document.
• 1.6. Customer: the natural or legal person whom Serverbear concludes the Agreement with, including parties negotiating with Serverbear to that end, as well as their (authorised) representatives or agents, assignees and heirs.
• 1.7. Services: the products and/or services that Serverbear shall deliver to Customer pursuant to the Agreement.
• 1.8. Materials: all works, such as websites and (web) applications, software, house styles, logos, flyers, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advices, reports and other products of the mind, including preparatory materials thereof and (whether or not coded) files or data carriers on which the Materials are stored.
• 1.9. Agreement: every agreement between Serverbear and Customer on the basis of which Serverbear delivers Services to Customer.
• 1.10. Writing: paper writings, e-mail, communication by fax, to the extent the identity of sender and the integrity of the message can be sufficiently established.
• 1.11. High Risk Applications: applications where errors in the Services may lead to death or severe injuries, severe environmental damage or the loss of (personal) data with very high consequential damage. Examples include transport systems, medical systems, crucial government services (like DigiD in the Netherlands), and systems storing highly sensitive data.

Article 2. Conclusion of agreements

• 2.1. Customer can request the Services through the Website of Serverbear. The Agreement is concluded once an email confirmation and acceptance of the request is sent to the Customer.
• 2.2. Customer may also request Services by filling out a request form on the Website of Serverbear and sending the signed copy to Serverbear. The Agreement is concluded when Serverbear sends a confirmation and acceptance of the request.
• 2.3. A non-binding offer can be requested by the Customer. The Agreement is formed upon receipt of acceptance of this offer, as long as it is accepted before its expiration date.
• 2.4. Consumer Customers have the right to terminate the agreement free of charge within fourteen days from the order date.

Article 3. Execution of the agreement

• 3.1. After the Agreement is concluded, Serverbear shall make best efforts and apply sufficient care and craftmanship to fulfil the agreement.
• 3.2. Serverbear will strive for qualitatively good and uninterrupted availability of the Services and associated systems but makes no warranties on quality or availability unless specified in a Service Level Agreement (SLA).
• 3.3. Any delivery terms provided by Serverbear are indicative, except for terms in an SLA which are obligations of result.
• 3.4. Serverbear may hire third parties for the execution of the Agreement. Any unexpected additional costs for this are borne by the Customer unless otherwise agreed. These General Terms and Conditions also apply to work done by third parties.
• 3.5. If agreed, Serverbear will provide the Customer with an Account accessible via a username and password. All actions taken through the Customer’s Account are the responsibility and risk of the Customer. Any suspected abuse of an Account must be reported to Serverbear immediately.
• 3.6. Serverbear will provide a reasonable level of remote customer support via the ticket system during normal office hours, unless an SLA states otherwise.
• 3.7. Changes to the Agreement that result in extra costs are considered additional work and will be invoiced to the Customer. If changes lead to less work, the cost will be deducted.

Article 4. Obligations of Customer

• 4.1. The Customer is obligated to provide all necessary data to Serverbear in a timely manner to ensure correct execution of the Agreement. The term for execution begins only after Serverbear has received all required data.
• 4.2. The Customer must notify Serverbear without delay if they anticipate that Serverbear needs to take extra measures, such as for an extraordinary peak in system workload that could cause service unavailability. Serverbear will then make all efforts to prevent unavailability, and any reasonable additional costs shall be borne by the Customer unless agreed otherwise.
• 4.3. Services may not be used for High Risk Applications unless explicitly marked as suitable. For such use, a customised agreement may be requested.
• 4.4. The Customer is responsible for obtaining any necessary government or third-party permits for their intended use of the Services and guarantees to Serverbear that they have them.

Article 5. Rules of conduct and Notice and Takedown

• 5.1. The Customer is prohibited from using the Services to violate Dutch or other applicable laws or to infringe upon the rights of others.
• 5.2. It is prohibited to use the Services to publish or disseminate Materials that are libelous, racist, incite hatred, contain child pornography, violate privacy, infringe on copyrights, contain unsolicited communications, or include malware.
• 5.3. The dissemination of pornographic Materials is permitted as long as it does not otherwise violate these General Terms and Conditions.
• 5.4. The Customer must not hinder other customers or harm the systems of Serverbear or others.
• 5.5. If Serverbear determines there is a danger to the functioning of its systems or network (e.g., from DoS attacks, malware), it is entitled to take all reasonably necessary measures to prevent it. Serverbear may recover the costs of these measures from the Customer.
• 5.6. If Serverbear receives a complaint about a Customer, it will notify the Customer as soon as possible, and the Customer must respond promptly.
• 5.7. If Serverbear determines a violation has occurred, it will block access to the material concerned. Serverbear will make efforts not to affect other Materials and will notify the Customer of the measures taken.
• 5.8. Serverbear is entitled to report any detected illegal activities.
• 5.9. Serverbear is not liable for damages resulting from measures taken under this Article.
• 5.10. The Customer may resell the Services only as a bundled part of their own products or services, without disclosing the name of Serverbear or CBWS B.V. as the supplier. The Customer must indemnify Serverbear from any claims from their own customers. Serverbear may also take action against the Customer for violations committed by the Customer’s own clients.

Article 6. Domain name applications

Serverbear does not provide services for the registration of domain names. The Customer is responsible for applying for domain names and linking them to the Services purchased from Serverbear.

Article 7. Storage and data limits

• 7.1. Serverbear can set a maximum for storage capacity or monthly data traffic.
• 7.2. If the Customer exceeds these limits, Serverbear may charge for the additional use.
• 7.3. Serverbear is not liable for any consequences of the inability to send, receive, or store data if a limit is exceeded.
• 7.4. If excessive data traffic is due to an external cause (like a denial-of-service attack), Serverbear may charge the Customer for the reasonable costs incurred.

Article 8. Intellectual property rights

• 8.1. All intellectual property rights developed or provided by Serverbear remain vested in Serverbear or its licensors.
• 8.2. The Customer is only granted user rights as explicitly stated in the Agreement or in Writing. The Customer shall not reproduce or publicize Materials otherwise. Access to source code always requires an explicit license.
• 8.3. Unless agreed otherwise in Writing, the Customer may not remove or alter any notices of intellectual property rights.
• 8.4. Serverbear may use technical measures to protect its Materials, and the Customer is prohibited from removing or circumventing them.

Article 9. Prices

• 9.1. All prices exclude VAT and other government levies unless specified otherwise.
• 9.2. If a price is based on incorrect data provided by the Customer, Serverbear can adjust the price, even after the Agreement is concluded.
• 9.3. For Subscriptions, Serverbear is entitled to modify prices annually based on inflation.
• 9.4. Price changes follow the same procedures as changes to the Services and General Terms and Conditions.

Article 10. Payments

• 10.1. Serverbear will invoice the Customer and may do so electronically. Periodic amounts may be invoiced prior to service delivery.
• 10.2. The payment term is fourteen days after the invoice date unless agreed otherwise.
• 10.3. If the Customer has not paid within fourteen days after the payment term lapses, they are automatically in default.
• 10.4. If the Customer is in default, statutory interest is due on the outstanding amount, and the Customer is liable for all extrajudicial and judicial collection costs. Hosted websites and Materials may be made inaccessible without warning until all amounts are paid.
• 10.5. The Customer cannot invoke suspension or set-off, unless the Customer is a consumer.
• 10.6. If the Customer fails to meet any obligation, Serverbear may take back delivered goods in addition to the delivered Services.

Article 11. Liability

• 11.1. Serverbear’s liability is limited to the cases stated in this article. Any compensation scheme in an SLA, which is a penalty clause, replaces compensation for actual damages arising from violating the SLA norms.
• 11.2. Serverbear’s total liability for attributable shortcomings is limited per event to the total amount paid by the Customer under the Agreement (or for the last six months, if the term is longer). The total compensation for direct damages will not exceed €10,000 (excluding VAT). This also covers any wrongful action by Serverbear or its employees.
• 11.3. Serverbear is not liable for indirect damages, such as lost profits or business interruption.
• 11.4. Liability only arises if the Customer provides Serverbear with a written notice of default, allowing a reasonable term to fix the issue, and Serverbear still fails. The notice must be received within 30 days of the discovery of the damage.
• 11.5. These exclusions and limitations do not apply if the damage results from intent or deliberate recklessness by Serverbear’s management.
• 11.6. The Customer is liable to Serverbear for damages from their errors and indemnifies Serverbear against claims related to the use of Services that violate these terms. This also applies to non-employees using the Services with the Customer’s permission.

Article 12. Force majeure

• 12.1. Neither party is bound to any obligation in the case of force majeure.
• 12.2. Force majeure includes interruptions in public infrastructure, cybercrimes (like DDoS attacks), supplier shortcomings, defects in materials prescribed by the Customer, personnel unavailability, and other major events like war or strikes.
• 12.3. If a force majeure event lasts over three months, either party can terminate the Agreement in Writing. Any performance already made will be paid for proportionately.

Article 13. Secrecy

• 13.1. Parties must treat information as confidential if it is marked as such or should reasonably be understood to be confidential. This obligation extends to employees and third parties.
• 13.2. Serverbear will try to avoid taking notice of Customer data, unless necessary for the agreement’s performance or required by law. If access is necessary, Serverbear will limit it as much as possible.
• 13.3. This obligation of secrecy continues even after the agreement ends.

Article 14. Term and termination

• 14.1. The Agreement’s term is the time needed to deliver the Services. A Subscription is concluded for a one-year period.
• 14.2. A Subscription with a fixed term cannot be terminated early, except for special grounds defined in this Article.
• 14.3. If not terminated early, a Subscription will be renewed for an indefinite period, with a notice period of one month.
• 14.4. Serverbear may suspend or terminate the Agreement immediately if the Customer is in default, files for bankruptcy, applies for a moratorium, or ceases activities.
• 14.5. If Serverbear suspends its obligations, it retains all its rights under the law and the Agreement, including the right to payment.
• 14.6. Upon termination, Serverbear’s claims against the Customer are immediately due. If the dissolution is attributable to the Customer, Serverbear can claim damages.
• 14.7. Serverbear’s right to suspension applies to all agreements with the Customer if the customer is in default on even one agreement.

Article 15. Procedure after termination

• 15.1. After the agreement ends, Serverbear may immediately remove or block access to all Customer data and terminate all Customer Accounts.
• 15.2. Serverbear will remove Customer data using ‘data shredding’ software that makes the removal irreversible.

Article 16. Precedence and changes of conditions

• 16.1. Serverbear reserves the right to change or supplement these General Terms and Conditions, with changes applying to existing agreements after a 30-day notice period.
• 16.2. Changes will be announced via e-mail or another channel to ensure receipt. Minor, non-substantive changes can be made without announcement.
• 16.3. If the Customer refuses a change, they must inform Serverbear in writing within two weeks. If Serverbear does not revoke the change, the Customer may terminate the Agreement from the date the new conditions take effect.
• 16.4. Provisions for specific services take precedence over general ones. Further arrangements only take precedence if explicitly agreed in Writing.

Article 17. Other provisions

• 17.1. The Agreement is subject to Dutch law.
• 17.2. Disputes will be submitted to the competent Dutch court for the district where the Customer is established.
• 17.3. If a provision is void, it does not affect the validity of the whole Agreement. Parties will establish a new provision that meets the original intent.
• 17.4. Information and prices on the Website of Serverbear are subject to typing and programming errors. In case of inconsistency, the Agreement prevails.
• 17.5. Serverbear’s log files and records constitute full proof of its statements, and its stored version of any communication is deemed authentic, unless the Customer provides evidence to the contrary.
• 17.6. Parties must immediately notify each other in writing of any changes to name, address, e-mail, phone number, or bank account number.
• 17.7. Rights and obligations under this Agreement can only be transferred to third parties with prior written permission, unless it is part of a company takeover.