Terms and Conditions

Terms and Conditions

These terms and conditions (TOS) apply to the Services Netrouting B.V. and/or Netrouting Inc (Netrouting, we, us, or our) agrees to provide to you, and which govern the rights and responsibilities between Netrouting and the entity purchasing, or using those services (Customer, you or your). You agree to be bound by this TOS regardless of the way you have contracted with us. Both parties agree that our continued provision of the Services to you, and your continued use of them, represent agreement to be bound by the TOS.

1. Services
   1. The features and details of the services we provide to you are described on the web pages or attached schedules describing the particular service you have purchased (Service Order Form) based on their description on the Service Order Form as it stands on the Effective Date. The services and products provided to you by us, as set out on the Service Order Form, are referred to as the Services. We may modify the Services offered from time-to-time. Should the Service Order Form change subsequent to the Effective Date, we have no obligation to modify the Services to reflect such a change.
   2. Certain aspects of the Services are provided by third parties defined, below, as “Third Party Services”: Domain Services. These third parties may have reserved the right to make changes, including material changes, to the Third Party Services. We will use commercially reasonable efforts to inform you of those changes. You may terminate this agreement if such a change materially affects the Services.
2. Term
   1. The “Effective Date” of this TOS will be the date we provision the initial Services to you.
   2. This TOS will begin on the Effective Date and continue for the term set out on the Service Order Form (Initial Term). After the expiration of the Initial Term, this TOS will renew for successive periods of equal length (Renewal Term), unless specified otherwise on the Service Order Form. If the Service Order Form does not contain an Initial Term, the Initial Term shall be one month.
3. Termination
   1. Either party may terminate the Services by providing written notice to the other no later than thirty days before the expiration of the Initial Term or any Renewal Term, unless specified otherwise on the Service Order Form.
   2. We reserve the right to immediately terminate this TOS, and suspend or cancel your Services: (i) for a violation of this TOS or any of our policies, including those incorporated by reference; and/or (ii) your failure to pay Fees due. This right of termination is without prejudice to any other rights we may have. You are not entitled to any type of notice or protest should we exercise these rights.
   3. One party may also terminate this TOS upon the occurrence of a material breach, which has not been cured by the other party within ten days of their receipt of written notice of the breach. Notices of material breach must contain sufficient detail for the party against whom the assertion of material breach is directed to identify the breach and attempt to take corrective action.
4. Payment
   1. You are responsible for the fees and charges set out on the Service Order Form, according to the terms set out on that page (Fees). The date on which Fees are due is the Due Date. If the Service Order Form does not set out a Due Date, the Fees will be due monthly up front. Set up fees are not refundable for any reason.
   2. Our obligation to provide the Services is contingent on your payment of the Fees by the Due Date. You must pay the Fees in full, without setoff or deduction. It is your responsibility to ensure that we receive timely payment of the Fees. Fees will be considered paid on the date your financial institution makes funds available to us. Should your account be suspended, for any reason other than our breach of this TOS, Fees will continue to accrue.
   3. If we suspend or terminate your use of the Services because you have violated this TOS, or any of the agreements, policies or regulations incorporated into it, we will not provide you with a credit. Our Service Level Agreement does not apply to disruptions to your use of the Services because of such a violation. You agree to hold us harmless from any claims that such a disruption has caused damage to you or a third party, regardless of whether you informed us of the possibility of such damage.
   4. If the Fees are not paid by your financial institution, your account will be considered delinquent. To reinstate your account, you will be required to pay, depending on the reason for the delinquency: (i) a returned wire fee in the amount of €50; (ii) interest in the amount of 1.5% per month, or the maximum amount allowed by law; (iii) collection charges, including attorney’s fees; and/or (iv) any fees levied on us by our financial institution.
   5. You may choose to purchase certain products and services that are provided by other parties through us (Third Party Services). Fees for the Third Party Services may not appear on our invoices on the month on which they are delivered. You agree to pay for these Third Party Services regardless of the length of time elapsed between their delivery date, and the date on which you are charged.
   6. If you believe there is an error in a particular Fee, we encourage you to contact us in writing. Our obligation to consider your claim is contingent on your providing us with written notice of this dispute, and including sufficient facts for us to investigate your claims. We must receive this notice at least five days prior to the Due Date (Dispute Deadline). You waive your right to dispute any charge or a Fee if you fail to meet the Dispute Deadline. If we find that your claim is valid, we agree to credit your account on your next invoice.
   7. Netrouting is entitled to increase any of the Fees for annual automatic price indexation, with a maximum increase of (a) five percent (5%); or – if higher – (b) the CPI (“Consumer Price Index”) of The Netherlands for the previous year. The increased indexation leading to automatic adjustment of Fees will be implemented each year on the anniversary of the Effective Date of your services on the Service Order Form. Netrouting may notify the price indexation by means of an announcement and or email stipulating the specific annual increase of such adjustment of Fees for sole clarification purposes, notwithstanding its right to apply the maximum increase to the invoices of such Services automatically for purpose of Fees adjustment based on annual price indexation.
   8. In addition to and separate from the annual price indexation in 4.7, Netrouting is entitled at its sole discretion to automatically add on, pass on, pass through, embed, implement and surcharge to any Services Fees to the extent applicable (a) changes in any (license) fees, purchase tariffs or costs of any products, software, hardware, right to use, electricity, water, gas or other utility services, increased taxes, or any other expenses incurred as procured or leased by Netrouting from third parties: (i) used by Netrouting in the provision of Services to Customer; (ii) or licensed, provided or resold by Netrouting to Customer; and or (b) any costs incurred or fees payable for the use of any third party Payment Services Provider in connection with the payment method.
5. Use of the Services
   1. Your use of the Services is governed by our Acceptable Use Policy (AUP) and Privacy Policy. In the event of inconsistencies between this TOS, AUP and Privacy Policy the AUP, then the Privacy Policy, then the TOS, shall govern, in that order.
   2. The Services are designed for lawful use only. It is your responsibility to fully understand and appreciate the laws of The Netherlands when using our Services.
   3. Your use of the Services must be reasonable. You may not place excessive burdens on our network or other resources or interfere with the services we provide to other customers. You agree that we may place restrictions on your use of the Services to the extent that they exceed the use of the Services by similarly-situated customers.
   4. You agree to cooperate with us to facilitate your use of the Services. This cooperation includes, but is not limited to, providing us with correct contact and billing information, designing material that is “server ready” and ensuring that you, your employees and/or agents have sufficient technical expertise to understand how to implement the Services.
   5. Upon termination or expiration of the Term, your account will be closed. We have no responsibility to forward email, other communications or preserve any data, for you once your account is closed. You are encouraged to keep the Service active during a transition period should you seek to forward your email, other communications or stored data.
6. Licenses and Intellectual Property
   1. We grant to you a non-exclusive, non-transferable, worldwide, royalty-free license to use technology provided by us solely to access and use the Services. This license terminates on the expiration or termination of this TOS. Except for the license rights set out above, this license does not grant any additional rights to you. All right, title and interest in our technology shall remain with us, or our licensors. You are not permitted to circumvent any devices designed to protect our, or our licensor’s, ownership interests in the technology provided to you. In addition, you may not reverse engineer this technology.
   2. You grant us, and any third parties used by us to provide the Services, a non-exclusive, non-transferable, worldwide, royalty-free license to use, disseminate, transmit and cache content, technology and information provided by you and, if applicable, your customers, in conjunction with the Services. This license terminates on the expiration or termination of this TOS. All right, title and interest in your technology shall remain with you, or your licensors.
7. Your Representations and Warranty
   1. You represent and warrant to us that: (i) you have the right and authority to enter into this TOS and the experience and knowledge necessary to use the Services; (ii) you will provide us with material that may be implemented by us to provide the Services without extra effort on our part; and/or (iii) you have sufficient knowledge about administering, designing and operating the functions facilitated by the Service to take advantage of the Service.
   2. You expressly warrant that you own the entire right, title and interest to, or have an appropriate license to use, all materials provided to us, or which may be accessed or transmitted using the Services. You also warrant that to the extent you do business with other parties using the Services, that they have the entire right, title and interest to, or an appropriate license to use the materials provided to you, or accessed via you, that are set out in this paragraph.
8. Disclaimers
   1. ALL SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. OTHER THAN AS EXPRESSLY SET OUT IN THIS TOS, WE HAVE NOT, AND DO NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND TITLE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO, OR FROM, YOU OR STORED BY YOU OR ANY OF YOUR CUSTOMERS VIA THE SERVICES PROVIDED BY US. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY US. NO WARRANTIES MADE BY THESE THIRD PARTY ENTITIES TO US SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES.
   2. THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM US, OUR EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.
   3. SOME STATES AND/OR COUNTRIES DO NOT ALLOW US TO EXCLUDE CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, ANY WARRANTY YOU HAVE BY OPERATION OF LAW IS LIMITED TO 90 DAYS FROM THE EFFECTIVE DATE.
9. Limitation of Liability
   1. IN NO EVENT WILL OUR LIABILITY HEREIN EXCEED THE AGGREGATE FEES
   2. ACTUALLY RECEIVED BY US FROM YOU FOR THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES OF THIS PARAGRAPH ONLY, THE TERM “OUR” SHALL BE INTERPRETED TO INCLUDE OUR EMPLOYEES, AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES PROVIDING SERVICES TO CUSTOMER THROUGH US. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD US OR OUR LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY VENDORS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
   3. You acknowledge that it is your responsibility to keep back-up copies of your data. We are not responsible for any loss of data, for any reason. We are not liable for unauthorized access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content, transmitted, received, or stored on our network.
10. Indemnification
    1. You agree to indemnify, defend and hold harmless us and our parent, subsidiary and affiliated companies, third party service providers and each of their respective officers, directors, employees, shareholders and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorneys’ fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) your use of the Services (ii) any violation by you of this TOS or of any of our policies; (iii) any breach of any of your representations, warranties or covenants contained in this TOS; and/or (iv) any acts or omissions by you. The terms of this section shall survive any termination of this TOS. For the purpose of this paragraph only, the terms used to designate “you” include you, your customers, visitors to your website, and users of your products or services, the use of which is facilitated by us.
11. Notices
    1. Notices will be sent to you at the address you provide to us through our control panel. It is your obligation to ensure that we have the most current address for you.
    2. Please refer to our website for contact information for most issues, including technical support and billing. Notices regarding this TOS and other policies should be directed to us at the address set out on our website.
12. Force Majeure
    1. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, failure of telecommunication carriers, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. The party affected by such an occurrence shall notify the other party as soon as possible, but in no event less than ten days from the beginning of the event.
13. Choice of Law, Jurisdiction and Venue.
    1. The validity, interpretation, and performance of this TOS, and of the agreements and policies that apply to the Services, shall be controlled by and construed under the laws of The Netherlands for Netrouting B.V. and under the laws of the State of Florida for Netrouting Inc, as if performed wholly and without giving effect to the principles of conflict of law. You agree that jurisdiction and venue are proper in the district court of The Hague, located in The Netherlands, for Netrouting B.V. and in Miami-Dade, located in United States, for Netrouting Inc. If this court does not have venue and/or jurisdiction, any dispute shall be brought before the Circuit Court for the province of South Holland, in The Netherlands, for Netrouting B.V. and before the Circuit Court for the state of Florida, in United States, for Netrouting Inc. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
14. No Waiver.
    1. No waiver of rights under this TOS, or any policy of ours, or agreement between your customer and you shall constitute a subsequent waiver of this or any other right under this TOS.
15. Assignment
    1. This TOS may be assigned by us. It may not be assigned by you. This TOS shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.
16. Severability
    1. In the event that any of the terms of this TOS become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this TOS. All remaining terms of this TOS shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this TOS is materially impaired for either party, as determined by such party in its sole discretion, then the affected party may terminate this TOS by written notice to the other.
17. No Agency
    1. This TOS does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
18. Survival
1. The following paragraphs shall survive this TOS: 4.1 to 4.6 and 9.1 to 9.3.