Article 1. Application
1.1 These terms and conditions apply to all agreements/contracts between Cloud9 Software
BV (hereafter called: Cloud9) and its clients. In case of discrepancy the content of a more
detailed/additional agreement takes precedence over these terms and conditions. The
application of terms and conditions of clients will be explicitly rejected.
1.2 Deviations of these terms and conditions and of the agreement are only valid if and
insofar as these are approved explicitly and in writing by an authorised person from
Cloud9 and are only valid once.
1.3 On these terms and condition as well as all agreements with Cloud9 Dutch law applies
and the Dutch judge in Zwolle is authorized. The application of the Vienna Sales
Convention 1980 is excluded.
Article 2. The establishment and execution of agreements
2.1 All offers, promotions, and other expressions of Cloud9 are non-binding. An
agreement is only entered into when confirmed in writing by Cloud9. Client guarantees
the accuracy and completeness of the by them or in name of them offered information on
which Cloud9 bases its offer.
2.2 Cloud9 endeavours to meet its obligations. All (delivery)terms will be given
approximately by Cloud9 and are not valid as strict deadlines.
2.3 The client will bear the risk use and management in his organisation of the by Cloud9
delivered products, services, and necessary (internet)connections.
2.4 All products and other business sold to the client stays property of Cloud9 until fully
paid for by the client to Cloud9.
2.5 Cloud9 reserves the right to execute and bill for assignments partially and to
remove her services for a period of time when she deems it necessary, for example for
performing maintenance or recovery operations. On that basis Cloud9 will not be held
liable for any compensation.
Article 3. Price and payment
3.1 All by Cloud9 charged expenses are in euro, excluding VAT and other charges.
3.2 The client can never derive any rights from cost estimates and budgets issued by
3.3 Invoices are to be paid within 30 (thirty) days after the invoice date. In case of late
payment not only the legal commercial interest (ex 6:119a BW) but also all judicial and
extrajudicial costs are to be paid by the client. The extrajudicial collection costs will be
established at 15% of the principal, with a minimum of EUR 250,-
3.4 Cloud9 reserves the right to change her tariffs and fees annually per 1 January
consistent with the CBS consumer price index number. Cloud9 has the right to pass
om the increase of prices from suppliers.
Article 4. Duration, termination and the consequences of
4.1 Unless otherwise agreed, these agreements are made with a minimum duration of
one (1) year and after that will be renewed automatically with one (1) year. Termination
shall be in writing, towards the end of the (renewed) duration subject the notice period
of at least three (3) months.
4.2 Cloud9 can fully or partially terminate the agreement immediately in case of (a) a
(request to) suspension of payment or bankruptcy of the client; (b) the company of the
client is going to be liquidated or ended, (c) the decisive say of his company changes, (d)
in the view of Cloud9 there have occurred substantial, negative changes in the reputation,
profitability, financial, or operational position or the prospects of it from the client.
4.3 In case of a situation of force majeure that takes longer than thirty (30) days Cloud9
has the right to terminate the agreement, with settlement of that which has already
4.4 In the event of the contract’s dissolution by the client the received services and the
related payment obligation will not be the object of undoing.
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. Rights of intellectual property and confidentiality
5.1 All rights to intellectual property on software commissioned by client or software
developed and or made available by Cloud9, equipment, and documentation belongs solely
to Cloud9. The client only acquires the user rights that are granted in these terms and
conditions, the agreement, and the law, for the duration of the agreement. These user
rights are non-exclusive, non-transferable to third parties, and non-sub-licensable.
5.2 The client will never get the technical provisions that are meant to protect the software
removed or bypassed or do it themselves.
5.3 The eventual transfer of a specific right of intellectual property to the client must be
noted expressively and in writing and shall not affect the right of Cloud9 that lies behind all
this (ideas, designs, protocols, and such) without any limitation to using for other purposes
and or to exploit or on behalf of itself or a third development that are similar or borrowed.
5.4 The client is obligated to overall secrecy of all information, documentation of, and about
the service of Cloud9 (including the workings of software, equipment, etc.) that Cloud9
makes available to the client.
Article 6. Warranty/assurance/guarantee
For three months after delivery, or provision of products and software Cloud9 will, on a
best efforts basis, and free of costs, restore faults (it being a by Cloud9 retraceable fault
that exists because of software, products, or services to the user documentation
substantially falling short) and solve glitches except in the case of improper use or
changes in the software by the client or other causes not related to Cloud9. Cloud9 is
never required to restore mutilated or lost date.
Article 7. Limitation of liability
7.1 Liability of Cloud9 because of a attributable shortcoming in the fulfilment of an
agreement or of another is explicitly excluded. May liability be assumed of Cloud9 by
another way, then her liability is limited to the direct damage, to the worth of the contract
to a maximum of EUR 50.000.
7.2 Liability for indirect damage is excluded. This includes the following consequential
damage; loss of profit, missed savings, reduced goodwill; damage by business
interruption; damage resulting from claims of customers of the client; damage resulting
from mutilation, destruction, or loss of data or documents of client or third parties.
Article 8. Confidentiality
The client is obligated to preserve overall confidentiality of all information he knows or
should know is of confidential nature. Confidential information is taken to mean all
information of Cloud9 or by Cloud9 enabled or appointed third parties, under which financial
information that on grounds of the execution of the agreement are made known to the client,
the software and all information given to the client by Cloud9 as part of the usage of the
software, products, and or services (such as access codes, passwords, etc.). The client will
sign the agreement of confidentiality with all of his employees and or those employed by him
who factually can get the same access to the information meant in the paragraph and
guarantees to Cloud9 that it is respected by his employees and or third parties.