Service-specific commitments (response times, uptime, service credits, exclusions) are set out in the SLA, where applicable to Customer's Service. These Terms set out the general commercial and legal framework.
§01.3 Customer eligibility
The Services are available both to businesses (legal entities and natural persons acting in the course of their trade, business, craft, or profession — “Business Customers”) and to consumers (natural persons acting outside their trade, business, craft, or profession — “Consumers”), within the meaning of EU and Dutch consumer-protection law.
Where these Terms distinguish between the two, the relevant provision says so expressly. Where a provision is silent, it applies to both. Certain provisions apply only to Business Customers (for example, the B2B late-payment regime in §06.6 and the exclusion of consumer cooling-off in §07), and certain protections apply only to Consumers (for example, the right of withdrawal in §07.7 and the consumer carve-outs in §13 and §15).
Mandatory consumer law prevails. Nothing in these Terms limits or excludes any right a Consumer has under mandatory provisions of EU or Dutch consumer-protection law. Where any provision of these Terms conflicts with such mandatory rights, the mandatory right prevails and the remainder of these Terms continues to apply. Netelkaar may request reasonable evidence of a Customer's status (business or consumer) where the applicable regime depends on it.
§01.4 Relationship to other documents
Customer's contractual relationship with Netelkaar is governed by several documents. In case of conflict between them, the following order of precedence applies (highest to lowest):
mandatory provisions of the law of the Netherlands;
any Separate Agreement entered into between Netelkaar and Customer (see §02.4) — where one exists;
these Terms of Service (including the Acceptable Use section §05);
the Service Level Agreement (SLA), where applicable to Customer's Service;
the Data Processing Agreement (DPA), where Netelkaar processes Personal Data on Customer's behalf;
the Privacy Policy — informational, governs Netelkaar's processing of Customer's own data (including cookies and similar technologies on Netelkaar's website).
Where a matter is regulated by a more specific document (e.g. service availability is in the SLA, not these Terms), the more specific document applies.
§02
Definitions
Capitalised terms used in these Terms have the meanings set out below. Service-level terms (such as Priority, Response Time, Work Start, Standard, Emergency) are defined in the Service Level Agreement (SLA), provided separately to Customer, and are not duplicated here.
§02.1 Netelkaar
Netelkaar B.V., a private limited company incorporated under Dutch law, registered with the Dutch Chamber of Commerce (KvK) under number 42011714, BTW number NL869280181B01, with its registered office at Vlierweg 12, 1032LG Amsterdam, the Netherlands. Also referred to as “we”, “us”, or “our”.
§02.2 Customer
The legal entity, business, or natural person that receives the Services from Netelkaar, meeting the eligibility criteria in §01.3. Also referred to as “you” or “your”.
§02.3 Services
Remote Hands, Colocation, Dedicated Servers, Virtual Private Servers (VPS), and any related services Netelkaar provides to Customer. The scope of Services for a particular Customer is determined by the order placed by Customer and, where applicable, by any Separate Agreement.
§02.4 Separate Agreement
A separate written agreement entered into between Netelkaar and Customer that supplements these Terms (a “Separate Agreement”) — for example, a master services agreement, a contract for Colocation with bespoke conditions, or any other negotiated arrangement covering one or more Services. A Separate Agreement is optional: by default, the Services are provided under these Terms alone. Where a Separate Agreement exists, its terms prevail over these Terms for the matters it addresses (see §01.4 and §03.2).
§02.5 Effective Date
The date on which the Service is activated and provided to Customer, or such other date as the parties agree in writing (including in any Separate Agreement).
§02.6 Initial Term
The minimum committed period for a Service, starting on the Effective Date. For Colocation, the Initial Term is three (3) months unless a longer period is agreed in the order or in a Separate Agreement. For Remote Hands, no Initial Term applies; engagements are billed per dispatch.
§02.7 Renewal Term
The successive monthly periods that follow the Initial Term until the contract is terminated in accordance with §07.
§02.8 Customer Equipment
Hardware, cabling, software, and other property owned or leased by Customer and placed within or connected to Netelkaar's facilities. Customer Equipment remains Customer's property at all times, subject to Netelkaar's right of pledge under §09 (Hardware Retention).
§02.9 Business Hours
Monday to Friday, 09:00–18:00 CET/CEST, excluding Dutch public holidays. Used to determine Standard tariff applicability for Remote Hands (SLA §04) and routine administrative tasks. Outside Business Hours, the Emergency tariff applies for Remote Hands work.
§02.10 Working Day
Any day other than a Saturday, Sunday, or Dutch public holiday.
§02.11 Force Majeure
As defined under article 6:75 of the Dutch Civil Code (Burgerlijk Wetboek): circumstances beyond a party's reasonable control which prevent performance of its obligations and for which there is no reasonable alternative means of performance. Examples are set out in §14.
§02.12 Confidential Information
Information disclosed by one party to the other, in any form, that is identified as confidential at the time of disclosure or that, by its nature or the circumstances of disclosure, a reasonable recipient would understand to be confidential. The full scope and exceptions are set out in §11.
§02.13 Personal Data
As defined in Article 4(1) of Regulation (EU) 2016/679 (the General Data Protection Regulation, “GDPR”): any information relating to an identified or identifiable natural person.
§03
Contract Formation
§03.1 Acceptance of these Terms
By using the Services, placing an order with Netelkaar, or otherwise engaging with Netelkaar to receive the Services, Customer accepts these Terms. Where the Services are offered through an online checkout or self-service interface, ticking the relevant acceptance box (or its functional equivalent) at the point of order constitutes acceptance of these Terms.
These Terms apply from the moment of acceptance and continue to apply for the duration of Customer's use of the Services.
§03.2 Separate Agreement prevails
Where Netelkaar and Customer have entered into a Separate Agreement (as defined in §02.4), that agreement prevails over these Terms for the matters it expressly addresses (see §01.4). Provisions of these Terms not addressed in the Separate Agreement continue to apply in full.
§03.3 Customer warranties
By accepting these Terms, Customer represents and warrants that:
Customer is duly organised and validly existing under the laws of its jurisdiction (or, in the case of a natural person Consumer, that Customer has full legal capacity to enter into the contract);
the person accepting these Terms on behalf of Customer has authority to bind Customer;
Customer is not subject to sanctions imposed by the European Union, the United Nations, or the Netherlands, and is not owned or controlled by any sanctioned party;
Customer's use of the Services will comply with applicable law and with these Terms, including the Acceptable Use provisions in §05.
Netelkaar is entitled to require reasonable evidence of Customer's identity, authority, and sanctions status at any time during the term.
§04
Services
§04.1 Description
Netelkaar provides the following Services:
Remote Hands — on-site engineering work in data centres in the Netherlands. Scope, tariffs, and operational details are published at /remote-hands and described in the SLA, where applicable.
Colocation — rack space rental, including power, cooling, network, and basic remote-hands availability. Details are published at /colocation and described in the SLA, where applicable.
Dedicated Servers and Virtual Private Servers (VPS) — physical and virtual server hosting on Netelkaar's infrastructure. Service-specific terms are set out in §18.
These Terms govern the general legal and commercial framework for the Services. Service-specific commitments — response times, uptime, service credits, exclusions — are set out in the SLA, which is provided to Customer where applicable to the Service.
§04.2 Service availability and limits
Service availability levels (uptime, response time, work-start time) are set out in the SLA, where applicable to Customer's Service. The SLA prevails over these Terms in respect of service-level commitments and any related remedies (see §01.4).
Netelkaar is not obliged to provide Services beyond the scope set out in the order or any Separate Agreement. Additional services, work outside published scope, or capacity beyond the agreed limits are subject to separate agreement and may be billed at different rates.
§04.3 Customer cooperation
Customer's reasonable cooperation is required for Netelkaar to deliver the Services. In particular, Customer shall:
provide accurate and timely information about Customer Equipment, configurations, and requirements;
maintain a current list of authorised contact persons and update it promptly when changes occur;
respond to Netelkaar's reasonable requests for information or clarification within a reasonable time;
where physical access is needed (data-centre visits, equipment retrieval), follow the access procedures notified by Netelkaar and any applicable rules of the data-centre operator.
Where Customer's failure to cooperate prevents Netelkaar from performing its obligations, Netelkaar is not in breach for the resulting delay or non-performance, and any service-level commitments are suspended for the affected period.
§04.4 Sub-contracting
Netelkaar may engage sub-contractors and partners to perform parts of the Services. In particular, Colocation is provided in cooperation with a data-centre operator whose infrastructure and physical-security measures form part of the Service.
Netelkaar remains responsible to Customer for the performance of its sub-contractors in respect of the Services. Customer's separate consent for each sub-contractor is not required, save where the sub-contractor processes Customer's personal data — in which case the procedure set out in the Data Processing Agreement applies.
§05
Acceptable Use
Acceptable use of the Services is governed by Netelkaar's Acceptable Use Policy, which forms part of these Terms. The Acceptable Use Policy sets out the rules on prohibited content and activities, resource abuse, network and security responsibilities, copyright and notice-and-takedown, obligations under the Digital Services Act, enforcement (notice, suspension, and termination), abuse reporting, and identity-verification (KYC) requirements.
References elsewhere in these Terms to “§05 (Acceptable Use)” — in particular in §01.4, §03.3, §07.4, and §13 — are to be read as references to the Acceptable Use Policy. Breach of the Acceptable Use Policy is a breach of these Terms and may result in suspension or termination as set out there and in §07.4.
In the event of any conflict between the Acceptable Use Policy and these Terms, these Terms prevail, save where the Acceptable Use Policy sets out something more specific in respect of acceptable use, in which case the Acceptable Use Policy prevails for that matter.
§06
Fees, Payment, and Currency
§06.1 Pricing
Pricing for the Services is set out:
on the Services pages of Netelkaar's website (/remote-hands, /colocation) and in the order confirmation — for standard offerings;
in a Separate Agreement — where Netelkaar and Customer have negotiated Customer-specific pricing, discounts, or special conditions.
Where a Separate Agreement sets out specific pricing for Customer, that pricing prevails over website pricing for the term of the Separate Agreement.
§06.2 Currency
Prices may be displayed on the website in EUR or USD at the user's preference. EUR is the contractual currency unless explicitly agreed otherwise in writing.
USD-denominated invoices are issued upon request based on the European Central Bank exchange rate at the date of invoice issuance. The applicable rate is fixed in the order or, where applicable, in a Separate Agreement.
§06.3 Payment methods
Netelkaar accepts the following payment methods:
Card and local payment methods via Revolut — including major credit and debit cards, iDEAL, Apple Pay, and Google Pay, processed through Revolut's hosted checkout;
PayPal — available for Customers in the EU and selected other jurisdictions;
SEPA bank transfer — available for B2B Customers within the EU/EEA;
International wire transfer — available as a fallback where SEPA is not applicable;
Cryptocurrency — accepted for selected crypto-assets through a third-party crypto payment processor that converts the payment into euro at the time of payment. The invoice amount is denominated in EUR, and Netelkaar receives the corresponding amount in EUR; Netelkaar does not hold, custody, or retain crypto-assets. The amount of cryptocurrency payable is determined by the payment processor at the EUR-equivalent quoted at the time of payment (typically fixed for a short window). The EUR amount received is recorded on the corresponding payment record. Any exchange-rate variation, network fee, or conversion cost within the payment process is a matter between Customer and the payment processor.
Bank charges, network fees, and currency- or crypto-conversion costs incurred by Customer in transferring funds to Netelkaar are borne by Customer. Netelkaar may add, remove, or change the available payment methods and the supported crypto-assets at any time.
§06.4 VAT
Prices stated on the website and in offers are exclusive of VAT. Value-added tax applies as required by Dutch and EU law:
Customers established in the Netherlands — subject to 21% Dutch VAT;
Customers established in another EU Member State with a valid VAT identification number — reverse-charge mechanism applies (Customer accounts for VAT in its own jurisdiction);
Customers established outside the EU — the Services are zero-rated for VAT purposes (services exported).
Customer is responsible for providing a valid VAT identification number where applicable, and for any tax liability arising in its own jurisdiction.
Cryptocurrency payments. Where Customer pays in cryptocurrency, the payment is converted into euro by the payment processor at the time of payment (see §06.3), and Netelkaar receives and accounts for the payment in EUR. The taxable amount and any VAT due are therefore determined in EUR by reference to the invoice, which is always denominated in EUR. The choice of cryptocurrency as a means of payment does not change the VAT treatment of the underlying Services as set out above.
§06.5 Payment terms
Invoices are payable within fourteen (14) calendar days from the date of issuance (“NET 14”), unless a different period is agreed in writing. Payment is considered made on the date funds are credited to Netelkaar's bank account or settled by the relevant payment processor.
Customer's obligation to pay is not subject to set-off, deduction, or counterclaim, except where mandatory provisions of Dutch law expressly so permit.
§06.6 Late payment
Where Customer fails to pay an undisputed invoice by the due date, the following applies, without further notice of default being required:
a contractual late-payment charge of 10% of the outstanding amount applies as a flat one-time charge;
statutory commercial late-payment interest under article 6:119a of the Dutch Civil Code (Burgerlijk Wetboek) applies in addition where higher;
collection costs incurred by Netelkaar are payable by Customer in accordance with the Wet Incassokosten and applicable B2B norms.
Where contractual and statutory amounts overlap, the higher amount applies.
§06.7 Escalation schedule
Netelkaar follows a transparent escalation schedule for late payment:
> 60Suspension (Colocation) or termination (Remote Hands)
> 90Termination · collection / pandrecht (§09)
§06.8 Suspension and termination for non-payment
Where payment is more than sixty (60) days past due:
for Remote Hands, Netelkaar may terminate the contract immediately and decline to commence further work pending full payment of outstanding amounts;
for Colocation, Netelkaar may suspend the Service (interruption of power and network to Customer's rack). During suspension, the standard monthly fee continues to be invoiced at full rate, as Customer's allocated capacity remains reserved.
Where payment remains more than ninety (90) days past due, Netelkaar may terminate the Colocation contract under §07.4 and proceed to collection or, where Customer Equipment remains in Netelkaar's facilities after termination, to the procedure set out in §09 (Hardware Retention).
§06.9 Setup fees
Where applicable, a one-time setup fee is invoiced at the time of order or activation and is payable before commencement of preparatory work. For Colocation, the standard setup fee is €1,000 per Service.
Refund of setup fees:
where Customer cancels before Netelkaar has commenced preparatory work, the setup fee is refunded in full;
where Customer cancels after Netelkaar has commenced preparatory work (the activation of power circuits, network configuration, IP allocation, or comparable steps), the setup fee is non-refundable.
The date on which preparatory work commences is recorded in Netelkaar's internal log and is available to Customer on request.
§06.10 Discounts and special pricing
Discounts and special pricing terms (including but not limited to multi-year incentives) are negotiated individually and recorded in a Separate Agreement. The general terms in this document apply unless explicitly modified there.
Where Customer terminates a contract that includes a multi-year discount before its agreed end date, Netelkaar does not reclaim the discounted amount retroactively. The standard termination notice in §07.3 applies regardless of any discounts in the Separate Agreement.
§07
Term, Renewal, and Termination
§07.1 Initial Term
The Initial Term begins on the Effective Date and continues for the period specified in the order or, where applicable, in a Separate Agreement:
for Colocation, the Initial Term is three (3) months unless a longer period is agreed;
for Remote Hands, no Initial Term applies; engagements are billed per dispatch.
Customer may not terminate a Colocation contract during the Initial Term, except for cause as set out in §07.4 below.
§07.2 Renewal
After expiry of the Initial Term, the contract renews automatically on a monthly basis until terminated in accordance with this §07. Each renewal period is a Renewal Term.
Where a Separate Agreement specifies a different renewal mechanism (for example, an annual renewal with a discount), that mechanism prevails.
§07.3 Termination by Customer
After the Initial Term, Customer may terminate the contract for any reason by giving Netelkaar at least sixty (60) calendar days written notice. Termination takes effect at the end of the Renewal Term in which the notice period expires.
Customer's right to terminate earlier applies in the following cases without prejudice to other rights:
where Netelkaar increases prices under §08, Customer may terminate within the thirty (30)-day notice window described in §08.2 (this prevails over the sixty-day default);
where a Force Majeure event under §14 has continued for more than thirty (30) days;
where Netelkaar is in material breach of these Terms or the SLA and has failed to cure that breach within thirty (30) days of receiving a written notice describing the breach.
Notice of termination is given in writing to legal@netelkaar.com or by registered mail to Netelkaar's registered office. Notice takes effect on the date of receipt or, where receipt cannot be confirmed, twenty-one (21) calendar days after dispatch.
§07.4 Termination by Netelkaar
Netelkaar may terminate the contract only on the following grounds:
material breach by Customer of §05 (Acceptable Use), where the breach is severe, persistent, or causes ongoing harm to Netelkaar, other customers, or third parties;
non-payment in accordance with §06.8 (more than ninety (90) days past due);
breach of the sanctions warranty under §03.3 or of §05 (Acceptable Use, sanctioned territories and parties), or Customer becoming, or being reasonably suspected of becoming, subject to sanctions imposed by the European Union, the United Nations, or the Netherlands;
material non-compliance with the customer-as-platform obligations in the Acceptable Use Policy §07 (Digital Services Act), in particular failure to maintain a notice-and-action mechanism under DSA Article 16 where applicable, that is not cured within thirty (30) days of written notice;
liquidation, bankruptcy, suspension of payments, or analogous insolvency proceedings affecting Customer;
Force Majeure under §14 that has continued for more than thirty (30) days;
any other ground expressly set out in a Separate Agreement.
Netelkaar does not reserve a general “without cause” termination right against Customer. Where no Separate Agreement specifies additional grounds, the grounds in this §07.4 are exhaustive.
Where the breach is curable, Netelkaar will provide written notice and a reasonable opportunity to cure (typically thirty (30) days, shorter where the breach creates immediate risk). Where the breach is not curable or remains uncured after the notice period, Netelkaar may terminate by written notice taking effect on the date specified in that notice.
§07.5 Consequences of termination
Upon termination of the contract:
Netelkaar issues a final invoice covering all outstanding amounts up to the effective date of termination, payable on the standard NET 14 terms (§06.5);
for Colocation, Customer is responsible for the physical retrieval of Customer Equipment within thirty (30) days of the effective date of termination, in accordance with the access procedures notified by Netelkaar;
where personal data has been processed on Customer's behalf, the procedure for return or deletion set out in the Data Processing Agreement applies (typically a thirty (30)-day window for return or written instruction to delete);
where Customer Equipment is not retrieved within the thirty (30)-day window and outstanding amounts remain unpaid, the Hardware Retention procedure under §09 applies.
§07.6 Survival
Termination does not affect rights and obligations that, by their nature or by express provision, are intended to survive: in particular §06 (in respect of amounts accrued before termination), §09 (Hardware Retention), §10 (Intellectual Property), §11 (Confidentiality), §13 (Liability), §15 (Governing Law and Disputes), and any provision of a Separate Agreement expressly stated to survive.
§07.7 Consumer right of withdrawal
This §07.7 applies only to Consumers (as defined in §01.3) and reflects the statutory right of withdrawal under Directive 2011/83/EU on consumer rights, as implemented in Book 6 of the Dutch Civil Code (Burgerlijk Wetboek). It does not apply to Business Customers.
A Consumer has the right to withdraw from the contract within fourteen (14) calendar days without giving any reason, starting on the day the contract is concluded. To exercise this right, the Consumer informs Netelkaar of the decision to withdraw by a clear statement (for example, an email to legal@netelkaar.com) before the withdrawal period expires.
Early commencement of services. Where the Consumer expressly requests that Netelkaar begin providing the Services during the withdrawal period, and acknowledges that the right of withdrawal is lost once the Services are fully performed, the following applies in accordance with Article 16 of Directive 2011/83/EU:
where the Services are fully performed during the withdrawal period with the Consumer's prior express consent and acknowledgement, the right of withdrawal is lost;
where the Consumer withdraws after Services have begun but are not yet fully performed, the Consumer pays an amount proportionate to the Services provided up to the moment of withdrawal.
Where the right of withdrawal is validly exercised and no proportionate amount is due, Netelkaar reimburses all payments received from the Consumer without undue delay and within fourteen (14) days of being informed of the withdrawal.
Means of refund. Refunds are made in EUR by bank transfer, except where the original means of payment supports a direct refund in EUR (such as Revolut, PayPal, SEPA, or wire), in which case the refund is processed back through that means. Where the Consumer originally paid in cryptocurrency (see §06.3), Netelkaar received the corresponding amount in EUR through the third-party crypto payment processor and does not hold cryptocurrency; the refund is therefore made in EUR by bank transfer, and not in cryptocurrency. By accepting these Terms, the Consumer expressly agrees, within the meaning of Article 13(1) of Directive 2011/83/EU, that refunds of cryptocurrency-originated payments are made in EUR. The Consumer provides Netelkaar with a valid IBAN for the refund within a reasonable time after the withdrawal request.
§08
Pricing Changes
§08.1 Right to adjust prices
Netelkaar may adjust the prices for the Services to reflect, among other things, changes in costs (energy, network capacity, infrastructure, operating costs), market conditions, or scope of the Services, by giving Customer at least thirty (30) calendar days' written notice before the new prices take effect.
The notice will specify the new prices, the effective date, and Customer's short-cut termination right under §08.2.
§08.2 Customer's short-cut termination right
Where Customer does not accept the new prices, Customer may terminate the contract by written notice given within thirty (30) days of receiving the price-change notice. Such termination takes effect on the day before the new prices come into force.
This short-cut right prevails over the standard sixty (60)-day termination notice in §07.3 and is the sole remedy for price changes notified under §08.1.
Where Customer does not respond to the price-change notice within the thirty (30)-day window, Customer is deemed to have accepted the new prices, and they apply from the effective date stated in the notice.
§08.3 Initial Term protection
Prices set out in the order or in a Separate Agreement for the Initial Term do not change during that Initial Term, regardless of any general price changes made under §08.1. Price changes under §08.1 take effect at the earliest after expiry of the Initial Term.
Where a Separate Agreement specifies a longer fixed-price period (for example, a twelve-month price guarantee), that period prevails.
§08.4 Pass-through of regulated charges
Changes to taxes, levies, or other regulated charges imposed by public authorities (such as VAT rate changes or new energy levies) take effect on the date stated by the relevant authority and do not trigger a thirty (30)-day notice or short-cut termination right under this §08. Such changes are passed through to Customer at cost and reflected on the next invoice.
§09
Hardware Retention
This §09 applies only to Colocation and only where Customer Equipment remains in Netelkaar's facilities after termination of the contract while outstanding amounts remain unpaid. The procedure described here is the mechanism through which Netelkaar exercises its right of pledge (pandrecht) under articles 3:227 and following of the Dutch Civil Code (Burgerlijk Wetboek).
§09.1 Right of pledge (pandrecht)
Customer hereby grants Netelkaar a right of pledge (pandrecht) over all equipment and property placed by Customer in Netelkaar's facilities as security for the payment of all amounts owed to Netelkaar in respect of the Services. This right of pledge attaches automatically upon placement of Customer Equipment and continues until all outstanding amounts have been paid in full.
Customer warrants that it has full title to or sufficient authorisation over the Customer Equipment to grant this right of pledge.
§09.2 Cure period
Within thirty (30) calendar days after the effective date of termination of the Colocation contract, Customer is required to:
pay all outstanding amounts in full;
retrieve Customer Equipment from Netelkaar's facilities, in accordance with the access procedures notified by Netelkaar.
Where Customer pays all outstanding amounts but cannot retrieve the equipment within thirty (30) days for reasonable operational reasons, Netelkaar will, on written request, agree a reasonable extension on commercial terms (for example, a temporary storage fee).
§09.3 Notice and sale procedure
In the event of payment default exceeding ninety (90) days after termination, where Customer Equipment has not been retrieved and outstanding amounts have not been paid, Netelkaar may exercise its rights under Dutch civil law, including but not limited to:
retention of the equipment until the debt is settled in full;
sale of the equipment at public or private auction, or by private agreement at fair market value, following written notice to Customer with a minimum thirty (30)-day cure period;
application of the net proceeds (after deduction of reasonable sale costs) to the outstanding amounts owed;
return of any surplus to Customer or, where Customer cannot be located after reasonable efforts, treatment of the surplus as ownerless property under applicable Dutch law.
The notice referred to in this §09.3 is sent in writing to the last contact address known to Netelkaar. Where Customer does not respond or cannot be reached within the thirty (30)-day period, Netelkaar is entitled to proceed.
§09.4 Data deletion before sale
Where Customer Equipment contains storage media, Netelkaar will securely delete all data on those media before any sale or transfer of the equipment, except where:
Customer has provided written instructions specifying a different procedure (for example, return of media to Customer or destruction in place);
retention of specific data is required by mandatory provisions of law (for example, in connection with a criminal investigation).
“Secure deletion” means cryptographic erase, multi-pass overwrite, or physical destruction of the storage medium, applied in a manner consistent with industry-standard practice and with Netelkaar's obligations under the Data Processing Agreement (return or deletion of personal data on termination).
Where Customer fails to provide deletion instructions within the thirty (30)-day window referred to in §09.2, Netelkaar will apply secure deletion as the default. Netelkaar accepts no liability for the unrecoverability of data after secure deletion has been applied.
§09.5 Tax treatment
Where Netelkaar accepts Customer Equipment in partial or full satisfaction of the debt, the transaction is treated as a barter for accounting and tax purposes. Customer remains responsible for the tax treatment of the transaction in its own jurisdiction, including any VAT consequences.
§09.6 Customer's continuing obligations
Where the proceeds of sale, after application to outstanding amounts, are insufficient to cover the debt, Customer remains liable for the shortfall. Netelkaar's exercise of its rights under this §09 is without prejudice to its right to recover any remaining amounts through ordinary collection procedures.
§10
Intellectual Property
§10.1 Customer's intellectual property
All intellectual-property rights in Customer Equipment, software installed on it, data stored on it, and content transmitted through the Services remain Customer's property. Netelkaar does not acquire any rights in Customer's intellectual property by virtue of providing the Services.
Where Netelkaar's engineers necessarily access Customer's intellectual property in the course of providing the Services (for example, when performing diagnostics on a server), this access is limited to what is required to perform the work and is subject to the confidentiality obligations in §11.
§10.2 Netelkaar's intellectual property
All intellectual-property rights in Netelkaar's infrastructure, network, internal documentation, methods, processes, and any tools or software developed by Netelkaar remain Netelkaar's property or that of its licensors. Customer does not acquire any rights in Netelkaar's intellectual property by virtue of receiving the Services.
§10.3 No implied licence
Nothing in these Terms, the SLA, or any Separate Agreement grants either party an implied licence to use the other party's intellectual property beyond what is necessary to perform or receive the Services.
§10.4 Trademarks
Customer may not use Netelkaar's name, logos, or trademarks in its own materials, marketing, or public statements without Netelkaar's prior written consent. The same applies in the opposite direction: Netelkaar will not use Customer's name, logos, or trademarks publicly without Customer's prior written consent, save for:
internal references in operational documentation;
references in legally required filings or in defence of Netelkaar's rights;
references expressly authorised in writing by the other party.
§11
Confidentiality
§11.1 Mutual obligation
Each party undertakes to keep confidential any Confidential Information disclosed to it by the other party in connection with the Services and to use that Confidential Information solely for the purpose of performing or receiving the Services. The obligations in this §11 apply to both parties on a reciprocal basis.
§11.2 Confidential Information
“Confidential Information” means information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), in any form (oral, written, electronic, or otherwise), that:
is identified as confidential at the time of disclosure;
by its nature or by the circumstances of disclosure, a reasonable recipient would understand to be confidential; or
concerns the Disclosing Party's business operations, technical infrastructure, security arrangements, pricing, contractual terms, customer lists, or non-public commercial information.
For Customer, Confidential Information includes the contents of Customer Equipment and any data processed through the Services. For Netelkaar, Confidential Information includes its network architecture, security procedures, internal pricing, and any non-public information about its facilities and partners.
§11.3 Exceptions
The obligations in this §11 do not apply to information that the Receiving Party can demonstrate:
was publicly available at the time of disclosure or has subsequently become publicly available through no breach of these Terms;
was already in the Receiving Party's possession, free of any confidentiality obligation, prior to disclosure by the Disclosing Party;
was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information;
was lawfully obtained from a third party who was free to disclose it.
§11.4 Permitted disclosures
The Receiving Party may disclose Confidential Information to:
its employees, officers, sub-contractors, and professional advisors (such as lawyers, accountants, or auditors) who need to know the information for the purpose of the Services or for the Receiving Party's legitimate business needs, and who are bound by obligations of confidentiality at least as protective as those in this §11;
a competent court, regulator, or other public authority where disclosure is required by mandatory law, by binding court or regulatory order, or to defend or enforce the Receiving Party's legal rights.
Where disclosure is required under the second bullet above, the Receiving Party will, where lawful and reasonably practicable, give the Disclosing Party prompt written notice so that the Disclosing Party may seek an appropriate protective order or other remedy. Where notice is not lawful, the Receiving Party will limit the disclosure to what is strictly required.
§11.5 Term of confidentiality
The obligations in this §11 apply throughout the term of the contract and for a period of three (3) years after its termination, save that obligations in respect of information that constitutes a trade secret under applicable law continue for as long as the information retains that character.
§11.6 Return or destruction
On termination of the contract, or at the Disclosing Party's earlier written request, the Receiving Party will, at the Disclosing Party's option, return or securely destroy Confidential Information in its possession, save for:
copies retained in routine system backups, which will be deleted in the ordinary course of backup rotation and remain subject to this §11 until deleted;
copies retained where required by mandatory law (for example, retention of contractual and tax records under Dutch law);
information that has been incorporated into the Receiving Party's general operational records and cannot reasonably be excised, which remains subject to this §11.
Where Personal Data is involved, the procedure set out in the Data Processing Agreement (DPA) applies and prevails.
§12
Data Protection
§12.1 Two distinct processing relationships
In the course of providing the Services, Netelkaar processes Personal Data in two distinct capacities, each of which is governed by a different document:
Netelkaar as Controller — for Personal Data Netelkaar processes for its own purposes (for example, contact details of Customer's representatives, billing data, correspondence). This processing is described in the Privacy Policy.
Netelkaar as Processor — for Personal Data Customer places on or routes through Netelkaar's infrastructure, where Customer is the Controller. This processing is governed by a separate Data Processing Agreement (DPA), entered into when Netelkaar processes Personal Data on Customer's behalf. A copy of the DPA template is available on request at privacy@netelkaar.com.
The capacity in which Netelkaar acts depends on the nature of the data and the purpose of the processing, not on the channel of transmission.
§12.2 Privacy Policy
The Privacy Policy describes how Netelkaar processes Personal Data as Controller, including the categories of data, lawful bases under article 6 of the GDPR, retention periods, sub-processors, international transfers, and data-subject rights. The Privacy Policy applies to all interactions with Customer's representatives, regardless of whether a contract is in force.
§12.3 Data Processing Agreement
Where Customer processes Personal Data on Netelkaar's infrastructure (for example, end-user data stored on Customer Equipment placed in Colocation), Customer is the Controller and Netelkaar is the Processor within the meaning of article 4 of the GDPR. In that capacity, the parties enter into a separate Data Processing Agreement as required by article 28 of the GDPR.
The Data Processing Agreement covers the matters required by article 28(3) of the GDPR, including the categories of Personal Data and data subjects, the technical and organisational security measures applicable to the processing, the engagement of authorised sub-processors, audit rights, the handling of data-subject requests, breach notification, and the procedure for return or deletion of data on termination.
A copy of the DPA template is available on request at privacy@netelkaar.com. The binding instrument between the parties is the DPA executed between Netelkaar and Customer.
§12.4 GDPR compliance commitment
Netelkaar implements appropriate technical and organisational measures to ensure that Personal Data is processed in accordance with the GDPR and other applicable data-protection law. The specific measures applicable to Customer's data are set out in the Privacy Policy (for Controller-mode processing) and in Schedule B of the DPA (for Processor-mode processing).
Netelkaar has not appointed a Data Protection Officer, as it is not required to do so under article 37 of the GDPR. Data-protection enquiries may be sent to privacy@netelkaar.com.
§12.5 Data-protection liability
Liability for breaches of data-protection obligations is governed by §13.3 below and, for Processor-mode processing, by the specific liability provision in the DPA. For the avoidance of doubt, the DPA's liability provision is separate from and applies in addition to the general liability cap in §13.3.
§13
Liability
§13.1 Mutual representations
Each party represents that it will perform its obligations under these Terms and any Separate Agreement with reasonable care and skill, and in compliance with applicable law. Neither party makes any other representation or warranty, express or implied, save to the extent expressly set out in these Terms, the SLA, or any Separate Agreement.
§13.2 Customer's indemnity
Customer indemnifies Netelkaar against any third-party claim, demand, or proceeding (and any associated costs reasonably incurred, including legal fees) arising from:
the content, data, or applications Customer places on or routes through the Services;
Customer's use of the Services in breach of §05 (Acceptable Use) or applicable law;
infringement of third-party intellectual-property, privacy, or other rights by Customer's use of the Services;
any failure by Customer to comply with its obligations as Controller under the GDPR or other data-protection law in respect of data processed on Netelkaar's infrastructure.
Netelkaar will give Customer prompt written notice of any claim covered by this indemnity, will not settle the claim without Customer's consent (such consent not to be unreasonably withheld), and will provide reasonable cooperation in the defence of the claim at Customer's cost.
§13.3 Netelkaar's liability cap
Subject to §13.4, Netelkaar's total aggregate liability to Customer per calendar year, arising under or in connection with these Terms, the SLA, or any Separate Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to an amount equal to one (1) monthly fee paid by Customer for the affected Service in the twelve (12) months preceding the event giving rise to liability.
Where the SLA sets out a cap that could apply to the same event, both caps operate as a single cap and are not cumulative.
For breaches of data-protection obligations where Netelkaar acts as Processor, a separate cap applies, set out in the Data Processing Agreement (default: six (6) monthly fees per affected Service per year, increaseable in a Separate Agreement). The DPA cap operates separately from and in addition to the cap in this §13.3.
Service credits issued under the SLA are the exclusive financial remedy for service-level breaches and are subject to the cap in this §13.3.
§13.4 Exclusions from the cap
The cap in §13.3 does not apply to:
liability towards a Consumer (as defined in §01.3) to the extent that mandatory consumer-protection law does not permit the limitation — in respect of a Consumer, the cap and the exclusions in §13.5 apply only so far as permitted by such mandatory law;
Customer's payment obligations under §06.
Save for the items listed above and to the extent any further limitations are mandatory under applicable law, the cap in §13.3 represents the parties' agreed allocation of risk and is taken into account in the pricing of the Services.
§13.5 Excluded heads of damage
Netelkaar is not liable, regardless of the legal basis of the claim, for:
indirect, consequential, or incidental damages;
loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, or reputational damage;
loss or corruption of data, save where the loss results from Netelkaar's breach of obligations expressly set out in the SLA or the DPA;
damages arising from circumstances expressly excluded under §14 (Force Majeure) or under the exclusions set out in the SLA.
Customer is responsible for maintaining its own backups and disaster-recovery arrangements appropriate to the criticality of its data and operations. Netelkaar's obligations in respect of backups are set out in the SLA and the DPA, where applicable.
§13.6 Customer's liability
Customer's liability under these Terms is not subject to the cap in §13.3 in respect of:
amounts owed to Netelkaar under §06 (including late-payment interest and collection costs);
indemnities under §13.2;
breach of confidentiality under §11;
breach of §05 (Acceptable Use) where the breach causes damage to Netelkaar, other customers, or third parties.
§13.7 Notification of claims
Business Customers must notify Netelkaar in writing of any claim under these Terms within one (1) month of becoming aware, or of when they should reasonably have become aware, of the circumstances giving rise to the claim. Failing such notification, the claim is forfeited, save where the failure to notify has not caused Netelkaar any prejudice.
Consumers are subject to the statutory notification and limitation periods provided by Dutch law and mandatory EU consumer-protection law; no contractual shortening of those periods applies.
§14
Force Majeure
§14.1 Definition
“Force Majeure” means circumstances beyond a party's reasonable control that prevent that party from performing its obligations under these Terms, the SLA, or any Separate Agreement, and for which there is no reasonable alternative means of performance, within the meaning of article 6:75 of the Dutch Civil Code (Burgerlijk Wetboek).
§14.2 Examples
Force Majeure includes, by way of example and without limitation:
acts of God (earthquakes, floods, severe weather);
war, armed conflict, civil unrest, terrorism, or sabotage;
acts of public authority, including embargoes, sanctions, and emergency measures;
pandemic, epidemic, or other public-health emergencies and the resulting restrictions;
strikes, lock-outs, or other industrial action affecting third parties whose services are essential to the performance of the Services;
failures of internet backbone infrastructure, regional power grids, or international telecommunications networks beyond the control of either party.
§14.3 What is not Force Majeure
For the avoidance of doubt, the following are not Force Majeure events for the purposes of this §14:
ordinary distributed denial-of-service (DDoS) attacks within the scale Netelkaar's network filtering is reasonably expected to handle;
electrical or cooling failures within Netelkaar's or the data-centre operator's zone of operational responsibility;
scheduled or emergency maintenance carried out in accordance with the SLA;
events expressly listed as Exclusions in the SLA.
Such events are dealt with under the SLA's exclusions and credits framework rather than under this §14, in order to avoid double-accounting for the same event.
§14.4 Notice and mitigation
The party affected by a Force Majeure event will promptly give written notice to the other party, describing the nature of the event, its expected duration, and the obligations affected. The affected party will use reasonable efforts to mitigate the consequences of the event and to resume performance as soon as reasonably possible.
§14.5 Suspension of obligations
For the duration of a Force Majeure event, the affected party's obligations are suspended to the extent that performance is prevented by the event. The other party's reciprocal obligations are suspended on the same basis. Service-level commitments under the SLA are suspended for the period of the event in respect of the affected Services; service credits do not accrue for downtime attributable to a Force Majeure event.
Customer's obligation to pay invoices already issued for periods prior to the event is not suspended.
§14.6 Termination after thirty days
Where a Force Majeure event continues to prevent performance for more than thirty (30) calendar days, either party may terminate the contract by written notice taking effect on the date of receipt. Termination under this §14.6 is the parties' sole and exclusive remedy for prolonged Force Majeure and is without prejudice to obligations accrued before the event.
§15
Governing Law and Disputes
§15.1 Governing law
These Terms, the SLA, any Separate Agreement, and any non-contractual obligations arising in connection with them are governed by and construed in accordance with the law of the Netherlands.
§15.2 CISG excluded
The application of the United Nations Convention on Contracts for the International Sale of Goods (the “CISG”) is expressly excluded.
§15.3 Pre-litigation negotiation
Before commencing court proceedings, the parties undertake to attempt to resolve the dispute in good faith through direct negotiation between authorised representatives, for a period of at least thirty (30) calendar days from the date one party gives the other written notice describing the dispute and the relief sought.
This requirement does not prevent either party from seeking interim or injunctive relief from a competent court where necessary to protect its rights, in particular in respect of confidentiality (§11), intellectual property (§10), or imminent harm.
§15.4 Court of jurisdiction
Any dispute arising out of or in connection with these Terms, the SLA, or any Separate Agreement that has not been resolved through the pre-litigation negotiation in §15.3 is subject to the exclusive jurisdiction of the District Court of Amsterdam (Rechtbank Amsterdam), without prejudice to the right of appeal to the competent appellate courts.
Where the subject-matter of the dispute falls within the exclusive competence of a different Dutch court (for example, the Kantonrechter for low-value disputes), that court has jurisdiction in place of the Rechtbank Amsterdam.
Consumers. The jurisdiction clause above applies in full to Business Customers. In respect of a Consumer (as defined in §01.3), nothing in this §15.4 deprives the Consumer of the protection of the mandatory rules of jurisdiction that apply under EU law — in particular, a Consumer may bring proceedings in, and may only be sued in, the courts of the EU Member State of the Consumer's domicile, in accordance with Regulation (EU) No 1215/2012 (Brussels I bis). The choice of Rechtbank Amsterdam applies to a Consumer only to the extent permitted by those mandatory rules.
§15.5 Language
English is the binding language for the interpretation of these Terms, the SLA, and any Separate Agreement. Any translation that may be provided is for the convenience of the reader only and has no legal effect; in case of any discrepancy between the English version and a translation, the English version prevails.
§16
General Provisions
§16.1 Entire agreement
These Terms, together with the SLA (where applicable), the Privacy Policy, the DPA (where applicable), and any Separate Agreement, constitute the entire agreement between the parties in respect of the Services and supersede any prior agreement, representation, or understanding between them on the same subject-matter, save where expressly preserved.
Where a Separate Agreement expressly so provides, its terms prevail over these Terms in accordance with the order of precedence in §01.4. Provisions of these Terms not addressed in a Separate Agreement continue to apply in full.
§16.2 Severability
If any provision of these Terms is held by a competent court or arbitral tribunal to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The parties will replace the affected provision with a valid, lawful, and enforceable provision that most closely reflects their original intention.
§16.3 Waiver
A failure or delay by either party in exercising a right under these Terms does not constitute a waiver of that right. A waiver of any right must be in writing and signed by an authorised representative of the waiving party. A waiver in respect of one breach does not operate as a waiver in respect of any subsequent breach.
§16.4 Assignment
Customer may not assign, transfer, or delegate its rights or obligations under these Terms or any Separate Agreement without Netelkaar's prior written consent (such consent not to be unreasonably withheld).
Netelkaar may assign or transfer its rights and obligations under these Terms or any Separate Agreement:
to an affiliate of Netelkaar within the same corporate group;
in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets relating to the Services;
where Netelkaar has given Customer at least thirty (30) days' written notice and the assignment does not materially affect Customer's rights.
§16.5 Notices
Formal notices under these Terms (including notices of breach, termination, and price changes) must be given in writing. Notices to Netelkaar are effective when received at:
email: legal@netelkaar.com; or
registered mail: Netelkaar B.V., Vlierweg 12, 1032LG Amsterdam, the Netherlands.
Notices to Customer are effective when sent to the email address or postal address most recently designated by Customer for that purpose. Where receipt cannot be confirmed, notices are deemed received twenty-one (21) calendar days after dispatch.
Operational and service-related communications (such as maintenance notices, abuse reports, or routine correspondence) may be sent through the channels described in the SLA.
§16.6 No partnership or agency
Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.
§16.7 Headings
Headings and section titles in these Terms are for convenience of reference only and do not affect the interpretation of any provision.
§16.8 Counterparts and electronic signature
Any Separate Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and which together constitute one and the same instrument. The parties consent to the use of electronic signatures within the meaning of Regulation (EU) No 910/2014 (“eIDAS”).
§17
Changes to These Terms
Netelkaar may amend these Terms from time to time to reflect, among other things, changes in legal requirements, the scope of the Services, operational practice, or commercial conditions. The procedure described below applies to amendments of these Terms; pricing changes are governed separately by §08.
§17.1 Right to update
Netelkaar reserves the right to update these Terms at any time. The current version is published at /legal/terms. The applicable version is identified by the document ID and version stamp shown in the document header and footer.
§17.2 Material changes
Where an amendment materially affects Customer's rights or obligations (for example, changes to liability, termination, payment terms, or jurisdiction), Netelkaar will give Customer at least thirty (30) days' advance notice in writing before the change takes effect. Notice will be given by email to the address most recently designated by Customer and by publication on the website.
Non-material changes (such as clarifications, corrections of typographical errors, or updates to references) take effect upon publication and do not require advance notice.
§17.3 Non-retroactivity
Amendments to these Terms do not apply retroactively. In particular, amendments that are less favourable to Customer do not affect:
events, incidents, or claims that arose before the effective date of the amendment;
obligations that, by their nature, attached to a particular event or transaction completed before the effective date.
For amendments that are more favourable to Customer, the amendment applies from its effective date in respect of ongoing performance, without retroactive effect on closed matters.
§17.4 Continued use as acceptance
Continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Terms. Where Customer does not accept a material amendment, Customer may exercise the termination right in §17.5.
§17.5 Customer's termination right at material change
Where a material amendment under §17.2 is not acceptable to Customer, Customer may terminate the contract by written notice given within thirty (30) days of receiving notice of the amendment. Such termination takes effect on the day before the amendment comes into force.
This short-cut termination right prevails over the standard sixty (60)-day notice in §07.3 in respect of the specific amendment that triggered it. It operates in parallel to the price-change termination right in §08.2 and follows the same logic.
Where Customer does not respond to the amendment notice within the thirty (30)-day window, Customer is deemed to have accepted the amended Terms, which apply from the effective date.
§18
VPS & Dedicated Servers
This §18 sets out the service-specific terms for Virtual Private Servers (VPS) and Dedicated Servers. The general provisions of these Terms (contract formation §03, fees and payment §06, term and termination §07, liability §13, force majeure §14, governing law §15, changes §17) apply to these Services in full; this §18 prevails only where it sets out something more specific.
§18.1 Nature of the Services
VPS — a virtualised compute resource (vCPU, memory, storage, network) allocated to Customer on Netelkaar's shared physical infrastructure. Customer does not own or have exclusive use of any particular hardware; Netelkaar may migrate a VPS between physical hosts for operational reasons, with reasonable effort to minimise interruption.
Dedicated Server — a physical server owned by Netelkaar and leased to Customer for Customer's exclusive use for the term. Ownership of the hardware remains with Netelkaar at all times; Customer acquires no proprietary right in it.
For both Services, Customer is responsible for the operating system, applications, data, configuration, security, patching, and licensing, unless a managed-service option is expressly agreed in writing.
§18.2 No right of pledge (pandrecht)
The Hardware Retention / right-of-pledge provisions (§09) apply only to Customer Equipment placed under Colocation. They do not apply to VPS or Dedicated, where the underlying hardware is Netelkaar's (Dedicated) or shared infrastructure (VPS) and never becomes Customer's property. On termination, the Virtual Resource or the physical server is reclaimed by Netelkaar and Customer's data is handled under §18.5.
§18.3 Availability — best-effort, no SLA
Netelkaar uses reasonable efforts to maintain the availability of VPS and Dedicated Services, but does not provide a guaranteed uptime SLA for these Services and no service credits apply, unless a guaranteed uptime level is expressly agreed in a Separate Agreement. Netelkaar may carry out planned maintenance (with reasonable advance notice through the agreed channel where material interruption is likely) and emergency maintenance (without advance notice where necessary to protect the Service, the infrastructure, or other customers).
§18.4 Backups are the Customer's responsibility
Unless a managed-backup option is expressly purchased, Netelkaar does not back up Customer's data on VPS or Dedicated Services. Customer is solely responsible for creating and maintaining its own backups, appropriate to the criticality of its data, and for verifying they are usable. Managed backup, where offered, is a separate paid add-on whose scope, frequency, and retention are set out in the order or in a Separate Agreement. Save to the extent caused by Netelkaar's intent (opzet) or wilful recklessness (bewuste roekeloosheid), or where liability cannot be excluded under mandatory law, Netelkaar is not liable for loss of or damage to Customer's data on these Services (consistent with §13.5).
§18.5 Resource limits and fair use
Each Service is allocated the resources specified in the order or plan. Sustained consumption beyond the allocation may be throttled, may incur overage charges where the order so provides, or may require an upgrade. On shared infrastructure (VPS), Customer's use must not materially and unreasonably degrade the experience of other customers; where it does, Netelkaar will, where reasonably possible, notify Customer and discuss an adjustment before applying throttling, save where immediate action is needed to protect the infrastructure or other customers. Deliberate circumvention of resource limits is a breach of the Acceptable Use Policy.
§18.6 Pricing
Pricing for VPS and Dedicated Services is published on Netelkaar's website; the order confirmation (or any Separate Agreement) confirms the price applicable to Customer at the time of order. Payment methods, currency, VAT treatment, and payment terms (including NET 14 and the late-payment regime) are governed by §06. Where a one-time setup fee applies, it is set out in the order or in a Separate Agreement.
§18.7 Termination and data handling
Term, renewal, and termination are governed by §07; the consumer right of withdrawal (§07.7) applies to Consumers. Customer is responsible for retrieving its own data before the effective date of termination. After termination and decommissioning, Customer's data is securely deleted (cryptographic erase, multi-pass overwrite, or equivalent industry-standard practice) in the course of reclaiming the Virtual Resource (VPS) or physical server (Dedicated), consistent with Netelkaar's obligations under the Data Processing Agreement where personal data is involved. Netelkaar does not retain Customer data after termination unless an express retention or managed-backup arrangement is agreed.
