Terms and Conditions

Cloud9 Software BV

Article 1. Applicability

1.1 These general terms and conditions apply to all agreements between Cloud9 Software BV (hereinafter: “Cloud9”) and its clients. In the event of any conflict, the content of a separate agreement shall prevail over these general terms and conditions. The applicability of any general terms and conditions of the client is expressly rejected by Cloud9.

1.2 Deviations from these general terms and conditions and from the agreement are only valid if and insofar as they have been explicitly agreed in writing by an authorised representative of Cloud9 and apply only once.

1.3 These general terms and conditions and all agreements with Cloud9 are governed by Dutch law, and the Dutch court in Zwolle has jurisdiction. The application of the Vienna Sales Convention (CISG, 1980) is excluded.

Article 2. Formation and performance of agreements

2.1 All quotations, offers, and other statements by Cloud9 are non-binding. An agreement is only concluded once Cloud9 confirms this in writing. The client guarantees the accuracy and completeness of the information provided by or on behalf of the client on which Cloud9 bases its offer.

2.2 Cloud9 will make reasonable efforts to fulfil its obligations. All delivery times are approximate and are not strict deadlines.

2.3 The client bears the risk of use and management within its organisation of the products and services delivered by Cloud9, as well as the necessary (internet) connections.

2.4 All products and other goods sold and delivered to the client remain the property of Cloud9 until full payment has been received.

2.5 Cloud9 reserves the right to execute orders in parts and invoice accordingly, and to temporarily suspend its services at any time when it deems this necessary, for example for maintenance or repairs. Cloud9 shall never be liable for any resulting damages.

Article 3. Price and payment

3.1 All prices charged by Cloud9 are in euros, excluding VAT and other taxes.

3.2 No rights can be derived from any cost estimate or budget issued by Cloud9.

3.3 Invoices must be paid within 30 (thirty) days of the invoice date. In case of late payment, statutory commercial interest (Article 6:119a Dutch Civil Code) as well as all judicial and extrajudicial collection costs will be charged to the client. Extrajudicial collection costs are set at 15% of the principal amount, with a minimum of EUR 250.

3.4 Cloud9 reserves the right to adjust its rates annually as of 1 January in accordance with the Dutch Consumer Price Index (CPI). Cloud9 is entitled to pass on any price increases from suppliers.

Article 4. Term, termination and consequences of termination

4.1 Unless otherwise agreed, agreements are entered into for a minimum term of one (1) year and are then automatically renewed for successive one (1) year periods. Termination must be made in writing, at the end of the (extended) term, with a notice period of at least three (3) months.

4.2 Cloud9 may terminate the agreement immediately, in whole or in part, in the event of:
(a) (application for) suspension of payment or bankruptcy of the client;
(b) liquidation or termination of the client’s business;
(c) a change of controlling ownership in the client’s business;
(d) in Cloud9’s opinion, a substantial negative change in the client’s reputation, profitability, financial or operational position, or prospects thereof.

4.3 In the event of force majeure lasting longer than thirty (30) days, Cloud9 has the right to terminate the agreement, with settlement of work already performed.

4.4 In case of termination by the client, services already provided and related payment obligations shall not be subject to reversal.

4.5 After termination of the agreement, the client shall return all items received other than by purchase and cease use of any licensed software.

4.5 After termination of the agreement the client will return everything he received
outside of the purchase to Cloud9 and halt the use of licensed technology.

Article 5. Intellectual property rights and confidentiality

5.1 All intellectual property rights in software, equipment, and documentation developed or made available to the client, whether or not on behalf of the client, remain exclusively with Cloud9. The client is granted only the usage rights explicitly provided under these terms, the agreement, and the law. These rights are non-exclusive, non-transferable, and non-sublicensable.

5.2 The client shall not remove or circumvent, or allow others to remove or circumvent, any technical protection measures applied to the software.

5.3 Any transfer of a specific intellectual property right to the client must be explicitly agreed in writing and shall not affect Cloud9’s right to use or exploit underlying ideas, designs, protocols, or similar concepts for other purposes or for its own or third-party development of similar or derived works.

5.4 The client is obliged to maintain strict confidentiality regarding all information and documentation relating to Cloud9’s services (including software, systems, and equipment) made available by Cloud9.

Article 6. Warranty

For a period of 3 months after delivery or provision of products and software, Cloud9 will, to the best of its ability, repair any defects free of charge (meaning reproducible defects resulting in substantial non-compliance with user documentation), unless caused by improper use, modifications by the client, or other causes not attributable to Cloud9. Cloud9 is never obliged to restore corrupted or lost data.

Article 7. Limitation of liability

7.1 Liability of Cloud9 for attributable failure to perform an agreement or on any other grounds is expressly excluded. If liability is nevertheless established, it shall be limited to direct damages up to the value of the assignment, with a maximum of EUR 50,000.

7.2 Liability for indirect damages is excluded. This includes, among others: consequential damages; loss of profit; missed savings; reduced goodwill; business interruption losses; damages resulting from claims by the client’s customers; and damages due to destruction, corruption, or loss of data or documents of the client or third parties.

Article 8. Confidentiality

The client is obliged to maintain strict confidentiality regarding all information of which it knows or reasonably should know that it is confidential in nature. Confidential information includes all data from Cloud9 or third parties engaged by Cloud9, including financial data obtained in the course of performing the agreement, the software, and all information provided by Cloud9 for the use of its software, products, and/or services (such as access codes, passwords, etc.).

The client shall impose the same confidentiality obligations on its employees and/or third parties who may gain access to such information and guarantees compliance with these obligations.