Terms and conditions
Article 5. Performance of the Purchase Agreement
- Following the coming into effect of a Purchase Agreement and after the Client has fulfilled the terms and conditions set out, Domeinenbank.nl will execute the actions that are necessary for effecting the transfer of the domain name and for making the Client the holder of the domain name. If cooperation from the Client is required for this, the Client will upon first request provide the required cooperation.
- The transfer of a domain name will exclusively take place after Domeinenbank.nl has received the payment in full of the Purchase Price and the signed Purchase Agreement.
- Following a successfully transfer of a domain name Domeinenbank.nl will send a confirmation email to the Client.
Article 6. The rules of conduct for leasing domain names
- The rules of conduct in this article apply to the use of the domain name in the context of a Lease.
- During the Lease Period, the Client is prohibited from using the domain name – directly or indirectly – whereby Dutch or other legislation or regulations applicable to the Client or Domeinenbank.nl will be infringed, or as the case may be whereby third party rights will be infringed.
- Domeinenbank.nl prohibits (whether or not this is legal) the Client from using the domain name in a way that in any manner:
- is manifestly humiliating, libellous, insulting, racist, discriminating or hatemongering;
- disseminates child pornography or bestiality pornography, or that is apparently of assistance thereby;
- results in the infringement of the privacy of third parties;
- contains hyperlinks, torrents, or makes references to (finds the location of) material which manifestly infringes copyright, related rights, or portrait rights;
- infringes the trademark rights or trade names of third parties;
- contributes to the dissemination of unsolicited commercial, charitable or idealistic communication;
- contributes to the dissemination of malicious contents such as viruses or spyware;
- contains other content that is undesirable in the opinion of Domeinenbank.nl.
- The Client must prevent the value of the domain name from being affected. The Client must in particular (but not exclusively) prevent the domain name from ending up on any black list (such as antispam lists or the AdSense programme of Google). If this were to happen, the Client will incur an immediately due and payable financial penalty of EUR 50,000 plus a financial penalty of EUR 2,500 for each day during which the reporting remains on the black list, which will be without prejudice to the right of Domeinenbank.nl to recover the damage actually suffered from the Client. The Client must furthermore do everything possible to reverse the negative effect on the value. No financial penalty will be imposed if the Client can prove that the reporting on the black list cannot reasonably be attributed to the Client.
- If, in the opinion of Domeinenbank.nl, damage or another danger arises for the functioning of the computer system or the network of Domeinenbank.nl or of third parties and/or of the provision of service via the the internet, in particular due to incorrect DNS settings, Domeinenbank.nl will be entitled to take all measures that it reasonably deems necessary for avoiding or preventing this danger.
- If Domeinenbank.nl receives a complaint regarding any infringement of this article by the Client, or discovers itself that this appears to be the case, Domeinenbank.nl will inform the Client as quickly as possible of the complaint or infringement. The Client will respond as soon as possible, following which Domeinenbank.nl will decide what action to take. In exceptional cases where the complainant, in the opinion of Domeinenb Domeinenbank.nl ank, has requested that the complaint is not forwarded, or if Dome Domeinenbank.nl inenbank believes that the infringement is indisputable, Domeinenbank.nl will not have to forward the complaint.
- If Domeinenbank.nl is of the opinion that there is an infringement, Domeinenbank.nl will remove the domain name from the DNS, or will take other measures that Domeinenbank.nl deems suitable having regard to the nature of the infringement.
- Domeinenbank.nl is at any time entitled to report any criminal offences that it becomes aware of and to provide cooperation to the orders duly issued by judicial authorities or other authorities. Furthermore, Domeinenbank.nl will be entitled to provide the name, address and other identifying data of the Client to a third party who complains that the Client has infringed that third party’s rights or these General Terms and Conditions, provided that the accuracy of this complaint is reasonably sufficiently plausible and the third party has a clear interest in the issuing of the data.
Although Domeinenbank.nl strives to act as reasonably, carefully and adequately as possible after receiving complaints with regard to the Client, Domeinenbank.nl will never be obliged to compensation of damage as a result of measures as referred to in this article.
Article 7. Indemnities
- The Client indemnifies Domeinenbank.nl against all claims by third parties related to the domain name and the use thereof, except insofar as determined in the following subclause. The Client is the sole party liable towards third parties for infringements, breaches of rights, and other unlawful act acts related to the domain name.
- In the context of a Lease, the Client indemnifies Domeinenbank.nl against claims by third parties whereby keeping the domain name registered as such (therefore apart from the use of any contents) is regarded as unlawful towards these third parties. If it is determined in such a case that Domeinenbank.nl must relinquish or terminate the domain name, the remaining part of the Rental Amount will be paid back to the Client.
- The Client is fully liable towards Domeinenbank.nl for all damage that Domeinenbank.nl suffers if a competent authority (such as a court, government agency, arbitration board, or a disputes committee authorised pursuant to an agreement) determines that the domain name must be relinquished or terminated, if the cause thereof can be attributed to
Article 8. Prices, invoicing and payment
- All prices referred to in an Offer, tender, or other materials originating from Domeinenbank.nl, are excluding VAT, unless expressly stated otherwise. All prices are subject to the proviso of programming errors or typographical errors.
- The Client agrees to electronic invoicing.
- In the context of a Lease the Rental Amount will always be charged and collected prior to the Lease Period. The Client will be obliged to ensure that collection instructions can be executed, inter alia by means of keeping a sufficient balance available for this purpose in the account for which the Client has issued authorisation. If collection instructions have not succeeded, regardless of the cause, it will be necessary for the Client to promptly make the payment in another manner.
- If a Rental Amount has not been paid within thirty (30) days after the commencement of the Lease Period, Domeinenbank.nl will be entitled to terminate the Agreement with immediate effect.
Article 9. Limitation of liability
- Domeinenbank.nl is exclusively liable towards the Client for direct damage related to a failure in the performance of the Agreement that can be attributed to Domeinenbank.nl. Direct damage only includes all damage consisting of:
- damage to tangible goods (property damage);
- the reasonable costs for establishing the cause and extent of the damage and for the prevention and limitation of this damage, insofar as related to the direct damage as referred to here.
- Domeinenbank.nl is under no circumstances liable for compensation of indirect damage or consequential loss, such as: loss due to lost turnover or profits, loss due to delay, loss due to lost data, damage due to exceeding of periods as a result of changed circumstances, damage as a result of providing inadequate cooperation, information or materials by the Client and damage due to information or advice provided by Domeinenbank.nl the contents of which do not expressly form part of the Agreement.
- In the event of liability pursuant to subclause 1 of the present article, the maximum amount that will be paid per incident – whereby a series of related incidents must be regarded as one single incident – will be limited to an amount equal to the payments that the Client has paid under the Agreement to Domeinenbank.nl (excluding VAT) in the three (3) months prior to the damage-causing event.
- The liability on the part of Domeinenbank.nl due to attributable failure in the performance of the Agreement only arises if the Client has promptly and properly given notice of default in writing to Domeinenbank.nl, thereby providing a reasonable period within which the failure can be remedied, and Domeinenbank.nl attributably fails to fulfil its obligations after that period as well. The notice of default must contain a description as detailed as possible of the failure in order for Domeinenbank.nl to be able to respond adequately. The notice of default must be received by Domeinenbank.nl within thirty (30) days after the discovery of the damage.
- Domeinenbank.nl does not accept any liability for incorrectly entered DNS records.
- The exclusions and limitations of liability referred to in this article will lapse if and insofar as the damage is the result of an intentional act or wilful recklessness on the part of the management of Domeinenbank.nl.
- None of the parties can be obliged to fulfil any obligation if a circumstance which is beyond the control of parties and which at the concluding of the Agreement could not or ought not to have already been foreseeable prevents any reasonable possibility of fulfilment.
Article 10. Duration and termination of the Lease
- The Lease will run for the Lease Period set out in the Offer, or in the absence thereof for a period of twelve (12) months.
- Following this period the Lease will be renewed tacitly always for the same period as referred to in subclause 1, unless one of the parties terminates this in writing and in a timely manner.
- Insofar as not determined otherwise in these General Terms and Conditions or in the Lease, a Lease cannot be terminated in the interim. The Client as well as Domeinenbank.nl can terminate the Lease with effect from the end of the duration, with due observance of a notice period of three months.
- In derogation from the previous subclause, Domeinenbank.nl may suspend or terminate the Lease in writing with immediate effect if at least one of the following special grounds applies:
- The Client is in default with regard to an essential obligation under the Agreement;
- A petition for the bankruptcy of the Client has been submitted;
- The Client has applied for a moratorium;
- The Client has not paid the Rental Amount within thirty (30) days after the commencement of the Lease Period;
- The activities of the Client are terminated or liquidated.
- If Domeinenbank.nl suspends the fulfilment of the obligations, it will retain its claims under the law and the Agreement, including the claim to payment for the services that have been suspended.
- Domeinenbank.nl will be permitted to lease or sell the Domain Name to anyone including competitors of the Client, with immediate effect from the end date.
Article 11. Adjustments to prices and terms and conditions
- Domeinenbank.nl retains the right to amend and/or supplement the Agreement and/or these General Terms and Conditions.
- Domeinenbank.nl has the right to increase the price at its discretion at every extension of a Lease.
- The Client will be informed by email, or by means of another channel regarding which Domeinenbank.nl can prove that the notification has been received by the Client, of amendments and price increases no later than thirty (30) days prior to the coming into effect thereof.
Article 12. Miscellaneous provisions
- The law of the Netherlands applies to this agreement.
- Insofar as mandatory legal provisions do not prescribe otherwise, all disputes that may arise from the Agreement will be submitted to the Dutch court with competent jurisdiction in the district where Domeinenbank.nl is established.
- If any provision of this Agreement appears to be null and void, this will not affect the validity of the entire Agreement. Parties will in that event record a new provision (new provisions) for replacement whereby, as much as possible within the law, the intention of the original Agreement and General Terms and Conditions will be implemented.
- “In writing” is also taken to mean, in addition to paper documents, email messages and
communication by fax, provided that the identity of the sender and the integrity of the messages are sufficiently ascertained.
- The log files and other, whether or not electronic, administrative records of Domeinenbank.nl will form conclusive evidence of arguments of Domeinenbank.nl and the version of any (electronic) communication received or saved by Domeinenbank.nl will apply as authentic, unless there is proof to the contrary to be provided by the Client.
- Each party is only entitled to transfer its rights and obligations under the Agreement to a third party with prior permission in writing from the other party. However, this permission is not necessary in the event of corporate takeover or takeover of the majority of the shares of the party concerned.
- At the entering into of the Agreement the Client must state a working email address. Domeinenbank.nl will be permitted to send all notifications related to the Agreement to this email address. The Client must ensure that email messages originating from Domeinenbank.nl will not be blocked by Spam filters and suchlike.
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