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Worldstream Terms
Draft under Dutch law version 0.99
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1. Definitions
1.1. The following words, when used capitalised shall have the meanings given to them in the
paragraphs below.
1.2. “Acceptable Use Policy” means the document published on the Worldstream website outlining
the limits to the usage acceptable on or with Worldstream Services.
1.3. “Agreement” means the agreement for the provision of Service by Worldstream to Customer
consisting at least of the Customer order and the Terms.
1.4. “Customer” means the natural or legal person entering into an agreement with Worldstream.
1.5. “Customer Portal” means the part of the Worldstream website exclusively accessible by
Customer that can be used for the ordering and management of Services by Customer.
1.6. “Service” means the services provided by Worldstream to Customer on the basis of an
agreement.
1.7. “Service Level Agreement” means the Agreement defining the responsibilities of Worldstream
and Customer and the quality of the Service to be provided by Worldstream.
1.8. “Terms” means the conditions contained in this document setting out the basic legal terms that
apply between Customer and Worldstream.
1.9. “Worldstream” means Worldstream B.V., Greenhouse Datacenters B.V. as well as any other entity
that declares these Terms applicable on an Agreement with Customer.
1.10. “Working Day” means Monday through Friday except on national holidays in the Netherlands.
2. Applicability and conclusion of Agreements
2.1. These Terms apply to all offers made by Worldstream and all resulting subsequent Agreements
and relationships between Worldstream and a Customer. No other conditions, such as
purchasing conditions from Customer apply and Worldstream expressly rejects the applicability
of such other conditions.
2.2. Worldstream may require Customer to register with Worldstream prior to the conclusion of
an Agreement. Such registration will take place through the Customer Portal. During Customer’s
registration, Worldstream may perform a “Know-Your-Customer” verification procedure, on
which procedure Worldstream may rely in order to determine whether Worldstream wishes to
enter or continue an Agreement with Customer. Customer is responsible for providing accurate
and up to date information in the Customer Portal.
2.3. An Agreement between Worldstream and Customer comes into existence when Worldstream
responds in confirmation to Customer’s acceptance of an offer by Worldstream, regardless of
the manner in which the Agreement is concluded. An Agreement between Worldstream and
Customer can only be amended in writing with the exception of changes to these Terms which
can be made at any time by Worldstream and will come into force 30 days after Worldstream
makes the new Terms available to Customer, including by means of publication on the
Worldstream website.
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2.4. Customer may make or request the modification of orders for Services through the Customer
Portal. Worldstream will confirm its acceptance of such a Customer request my performing the
requested change to the Service.
3. Third party products and services
3.1. Worldstream may provide to Customer products and/or services from Third Parties, in which
case contractual terms from such Third Parties will also apply to the providing of such products
and/or services.
4. Worldstream rights and obligations
4.1. Worldstream will apply commercially reasonable efforts to provide the Service to Customer
in accordance with the written specification of the Service ordered by Customer as documented
by Worldstream in its Service Catalogue or in a Service description. Any delivery dates
mentioned by Worldstream to Customer are indicative and do not form binding delivery dates.
4.2. Worldstream may, at its discretion, involve third parties to (help) provide the Service to Customer.
Should a third party need to be involved as a result of a specific Customer request, Worldstream
may require Customer to conclude a further written Agreement and may charge Customer for
the costs of such third party involvement.
4.3. Worldstream may, at its discretion, transfer, pledge and/or assign any of its rights under an
Agreement with Customer to a third party.
4.4. Offers, proposals and quotations from Worldstream are made under the suspensive condition
of Customer completing Worldstream’s “Know-Your-Customer” process, which process may
require Customer a) being able to document and prove its identity and b) not being subject
to applicable sanctions. Worldstream is entitled to revoke any offers, proposals and quotations
and/or to terminate any Agreement with Customer, without being liable to compensate
Customer in any manner should the “Know-Your-Customer” identification of Customer be
brought into doubt or should Worldstream have reason to believe that Worldstream is prevented
from continuing an Agreement due to applicable sanctions.
5. Customer rights and obligations
5.1. Customer will promptly provide Worldstream with all assistance and information Worldstream
requires to provide the Service to Customer. Customer will provide complete and accurate
information and accepts that Worldstream may not be able to provide the agreed upon Service
if Customer’s information is not complete and/or accurate.
5.2. Customer will observe all Worldstream instructions regarding the use of the Service, including
the Acceptable Use Policy specifying the permitted uses of the Service which Worldstream
keeps published on its website. Customer will ensure that its use of the Service is in full respect
of the laws and regulations that apply to Worldstream and to Customer and further that it fully
respects the rights of others, including other users of Worldstream Services.
5.3. Customer is responsible for backing up any data it stores or processes through or in connection
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with the Service. Worldstream has no obligation with regards to Customer data.
5.4. Customer has the right to instruct Worldstream to carry out activities for the benefit of
Customer in connection with Services provided to Customer. Customer can submit such
instructions by email from email addresses registered with Worldstream by Customer.
Worldstream shall provide Customer with a provisional planning if Worldstream can carry out
the requested activities.
5.5. Customer may make use of the Service in accordance with the quantities and qualities agreed
with Worldstream, and if no quantity or quality has been specified, then in accordance with
principles of fair use and in accordance with the Acceptable Use Policy. Use of the Service in
excess of the agreed upon quantity and quality is subject to additional charges by Worldstream
in accordance with the then applicable prices. Service Level Agreements and/or other
specifications do not apply to use of the Service in excess of the quantities and qualities agreed
with Worldstream. The quantities and qualities of a Service are specified the Customer Portal or
in an order form.
5.6. Customer agrees to be bound by requests made on behalf of Customer through the Customer
Portal. Customer will therefore protect the relevant login and authorization data and passwords.
Customer will inform Worldstream as soon as Customer has reason to believe that its
authorization data and/or passwords may have been exposed or might be abused.
6. Prices, invoicing and payment
6.1. Prices are quoted, subject to typographical errors, excluding value added tax but will be invoiced
with value added tax and any other taxes that may apply.
6.2. Unless otherwise agreed upon in an offer, Worldstream will invoice customer once a month.
Fixed price items will be invoiced in advance for the invoice period while usage will be invoiced in
arrears.
6.3. Worldstream may offer Customer the possibility of being invoiced on the basis of flexible use
of resources. In such a case, Worldstream will measure the use Customer makes of resources
multiple times each hour of every day of the month. The usage measured in this manner will be
averaged out over the period except where an order form specifies that peak usage will be
measured. At the end of the period. Worldstream will invoice Customer on the basis of the
recorded usage, respectively at the average or peak usage as calculated over the period.
6.4. Worldstream will provide the Customer (electronic) (consolidated) invoices for the fees that are
payable via e-mail and/or via the Customer Portal. Unless a different term is agreed upon,
Customer will pay invoices within fourteen (14) days from the invoice date unless otherwise
agreed. Worldstream may require Customer to pay invoiced amounts before the start of the
delivery of the Service.
6.5. Worldstream has the right to review Customer’s financial state with a view to determining an
appropriate level of credit for Customer, so that Worldstream may, from time to time, unilaterally
modify the payment conditions that apply to Customer.
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6.6. Worldstream is not under an obligation to pay out any excess amount from Customer’s account.
6.7. Payment can be made by means of the methods of payment then accepted by Worldstream
Customer is liable to pay the Euro amount invoiced from an account in the name of Customer.
Worldstream is not liable to recognize payments made on behalf, or for the benefit, of Customer
that have been made from an account not belonging to Customer. Should Customer remit
payment in another currency, the received amount will be calculated on the basis of the
exchange date that applies on the date when Worldstream receives the payment. Worldstream
has the right to change its accepted methods of payment at any time.
6.8. Worldstream has the right to modify its prices by the increase of the CPI once per year. This
CPI modification will take place on 1 January of each year on the basis of the index figure most
recently published by the Dutch statistical institute CBS.
6.9. Worldstream further has the right to adjust prices in accordance with increases to the prices of
its direct inputs such as energy and licenses. The prices of third party products and/or services
are also subject to the third party terms that apply to such products and/or services so that
changes to their prices are regulated by the applicable third party terms. Worldstream will
notify Customer in writing of price modifications, which price modifications may and will enter
into effect on the date notified to Customer. Where the notification does not provide for a date,
the price modifications will enter into force 10 Working Days after publication of the notification
by Worldstream.
6.10. Customer may object to (the contents of) an invoice within 10 Working Days after the
transmission date of the invoice. Worldstream will respond to, and resolve such Customer
reclamations promptly. Customer’s reclamation right (to object to the contents of an invoice)
lapses after 10 Working Days after the transmission date of the invoice so that an invoice will
be valid between Worldstream and Customer after that date. Reclamation does not affect
Customer’s obligation to pay within the agreed upon term.
6.11. Customer is not entitled to set off (verrekenen) any of its payment obligations against any
(payment) obligation of Worldstream whatsoever.
6.12. Customer shall be in default (verzuim) by operation of law from the due date of the invoice,
without prior notice of default being required. Worldstream is then entitled to charge the
Customer all amounts due, along with the statutory interest for commercial transactions
calculated from the due date. Worldstream will send a written notice of default to Customer to
the Customer’s registered contact address providing a deadline for outstanding payments
(including interest and any other charges). Should Customer fail to meet its obligation to make
full payment by that deadline, Worldstream has the right to suspend (opschorten) an Agreement
in full without being liable for any consequences of that suspension.
6.13. Reactivation of the Service after suspension due to late payment or any other breach of
an Agreement by the Customer will incur an additional fee of EUR 119 for each instance and will
be processed as soon as reasonably possible.
6.14. Customer’s payment obligation under an Agreement (such as periodic fixed fees) continues
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during the suspension period. Worldstream shall resume the Service after the Customer has
remedied the failure within the period specified by Worldstream, which remedy also includes the
payment of all costs and expenses due to Worldstream in relation to such failure and
reconnection and/or reactivation costs. Any exercise of such right of suspension shall not
prejudice Worldstream’s right to subsequently terminate the Agreement or any other legal
remedy available to Worldstream.
6.15. If payment from Customer remains outstanding 90 days after the invoice date, Worldstream
has the right to terminate (ontbinden) the Agreement with immediate effect upon written notice
to the Customer. Worldstream shall then, where relevant, furthermore be entitled to remove
the server and/or charge additional costs for reinstatement. Worldstream shall not be liable
for any damages resulting from such termination. Worldstream may, but is not obliged to, retain
any Customer data or materials as surety for full payment, during which retention period all risks
and costs relating to the retained materials remain the responsibility of Customer.
6.16. Without prejudice to the above, Customer is liable to compensate Worldstream for all costs and
damages associated with the collection of outstanding debts and/or a termination of an
Agreement due to an attributable breach by Customer. The damages explicitly include the
amounts that Customer would be due for the remaining duration of the Agreement as well
as judicial and extrajudicial costs (including any reasonable costs of lawyers, bailiffs and
collection agencies engaged for this purpose) which will be borne and reimbursed by the
Customer. The extrajudicial costs shall be at least fifteen percent of the amount due with a
minimum of two hundred euros.
7. Indemnification
7.1. Customer hereby indemnifies and holds Worldstream harmless against any and all damages
that can result from Customer’s failure to comply with these Terms, the Acceptable Use Policy
and/or with any applicable legislation or regulation or instructions from competent authorities.
Such damages include the reasonable costs of a defense in a procedure. Worldstream will
inform Customer immediately should Worldstream or third party wish to invoke this
indemnification.
8. Processing of personal data
8.1. Worldstream processes personal data in accordance with the General Data Protection
Regulation (“GDPR”) and the Worldstream privacy policy as published on the Worldstream
website when it processes personal data as controller.
8.2. Worldstream will not process personal data on behalf of Customer without a clear written
instruction, in the form of a data processing Agreement, from Customer.
8.3. Customer acknowledges that when providing the Service to Customer, Worldstream does not
have access to Customer’s content. Consequently, even if Customer content contains personal
data, Worldstream does not process that data.
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8.4. Worldstream is committed to protecting and respecting personal data. As a result, unless agreed
otherwise, Worldstream will not process (or store) personal data outside of the European
Economic Area. Worldstream will further not involve non-EU nationals in the processing of
personal data.
9. Intellectual Property Rights
9.1. All intellectual property rights relating to the Service and materials by Worldstream remain with
Worldstream or its suppliers. The Agreement does not transfer any rights to the Customer, who
only receives the rights explicitly granted in writing. Unless otherwise agreed upon in writing,
these rights are non-exclusive, non-transferable.
9.2. Worldstream may implement security measures for the Service and materials, which the
Customer must not bypass or remove. Customer must not alter or remove any copyright, brand,
trade name, or other intellectual property indications from the provided materials or services.
Customer is also prohibited from accessing the source code of any software through reverse
engineering or similar methods, except where permitted by mandatory law.
9.3. Customer guarantees it has all necessary rights and consents for the use of their information
and materials with the Service and indemnifies Worldstream against third-party claims,
including those relating to an, alleged, infringement of third party intellectual property rights
by Customer. Customer grants Worldstream the right to use this information and materials
solely for performing the Agreement.
10. Liability
10.1. Worldstream’s total liability for loss and/or damage to the Customer in respect of an Agreement
or a claimed tort (onrechtmatige daad) shall be limited to the fees paid by the Customer under
that Agreement in the calendar month prior to the moment the (first) damage occurred.
10.2. Worldstream’s liability for indirect damages is excluded in full. Indirect damages are understood
by the Parties in this context to mean lost profits, lost savings, reduced goodwill, and damage
due to business interruption.
10.3. Worldstream’s contractual limitations of liability will be reduced in the measure that the
liability is the result of intent (opzet) or deliberate recklessness (bewuste roekeloosheid) on the
part of Worldstream.
10.4. Worldstream is insured and has coverage for damage to Customer property on Worldstream
premises. The liability of Worldstream for physical damage to Customer property on
Worldstream premises is limited to the amount paid out by Worldstream’s insurance.
10.5. Any claim for damages by the Customer shall expire by the mere lapse of three (3) months after
the Customer seeking to commence the action became aware, or should have become aware,
of the circumstances giving rise to the action.
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11. Use and Restriction of Service
11.1. Services are delivered to Customer in accordance with the agreed upon Terms and any
applicable Service Level Agreement and Customer can use the Service accordingly but within
the limits placed by the Worldstream Acceptable Use Policy as published on the Worldstream
website.
11.2. Worldstream provides a merely technical and automatic processing of the information provided
by Customer. Worldstream does not play an active role in connection with the Customer
Services that would give Worldstream knowledge of, or control over, information published by
Customer.
11.3. Worldstream maintains a notice and takedown procedure as documented on the Worldstream
website. This procedure allows Worldstream to be notified of alleged abusive use of
Worldstream Services, including illegal content. Illegal content is information that is not in
compliance with applicable law irrespective of the subject matter or nature of the law. For the
sake of clarity: information in this context includes any type of information driven service.
Worldstream will follow up on notifications of illegal content by means of automated procedures
and human review to ascertain whether a notification is correct.
11.4. Should a notification made to Worldstream turn out to be correct, Worldstream reserves the
right to restrict Customer’s use of the Service partially or completely should Customer violate
applicable law, the Acceptable Use Policy or another term of an Agreement between
Worldstream and Customer.
12. Term and Termination
12.1. An Agreement between Worldstream and Customer is concluded for the period indicated in
the order form or otherwise offer confirmation from Worldstream to Customer. Agreements
where no specific period is indicated are concluded for a twelve month period starting from the
date stated in the confirmation.
12.2. An Agreement concluded for a fixed period of time shall renew automatically at the end of
a period unless terminated in writing by a party. Agreements will renew for the period of the
initial Agreement. If the initial Agreement was concluded for a period of 12 months or less,
parties have a one month notice period. If the initial Agreement was concluded for a period of
more than 12 months, parties have a two month notice period.
12.3. Worldstream may, with immediate effect, terminate (opzeggen), suspend (opschorten) or
dissolve (ontbinden) an Agreement in writing, in whole or in part, without notice of default being
required and without being liable for any damages resulting therefrom, if
(a) Worldstream has reason to believe that Customer will no longer be capable of properly
performing its obligations, for example if Customer files for or has been granted suspension of
payments or if Customer files for bankruptcy or its bankruptcy has been declared;
(b) The continued performance of the Agreement would, in the exclusive opinion of Worldstream,
cause Worldstream to be in breach of a legal obligation such as those resting upon it on the
basis of contract or statute;
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(c) Customer, despite being required by Worldstream to pay an invoice before the activation of a
Service, has failed to make such payment 10 Working Days after the invoice date;
(d) Customer, despite a clear request to do so by Worldstream after having been contacted in
accordance with the notice and takedown policy fails to correct a breach it has committed of
the Acceptable Use Policy or other applicable regulation;
(e) Worldstream is no longer technologically capable of providing the Service, for instance due to
the fact that certain software or hardware no longer receives updates or security support;
(f) Customer acts in a manner that breaches applicable law or can damage the name and
reputation of Worldstream;
(g) An act, omission or status of Customer could prevent Worldstream from complying with the laws
and regulations that apply to Worldstream;
(h) the Customer’s operations are terminated or the Customer’s business is liquidated; or
(i) any part of the Customer’s assets have been seized.
12.4. Termination of an Agreement shall be without prejudice to the rights, duties and liabilities of
either Party accrued prior to termination and shall not affect any term that is stated to continue
(or must by inference continue) after termination. Parties further agree that the Service is
consumed at the moment that the Service is provided so that the termination of an Agreement
will never lead to an obligation to reverse Parties’ performance of an Agreement.
12.5. Worldstream is under no obligation to store goods or information stored by Customer with
Worldstream, regardless of whether such goods or information were left with Worldstream by
Customer or by clients of Customer. Worldstream may wipe information and format and
repurpose or destroy goods stored by Customer with Worldstream after 30 days after the end of
the Term.
13. Changes to the Terms
13.1. Worldstream may change these Terms and changes to the Terms will come into force 30 days
after Worldstream informs Customer, either by email to a registered Customer account or
otherwise publishes notification of the intent to change the Terms on its website.
14. Governing law
14.1. Agreements between Worldstream and Customer are governed by Dutch law. The district court
of the Hague, the Netherlands has exclusive jurisdiction in disputes between Worldstream and
Customer regardless of the nature of that dispute.
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