Article 1 Definitions1.1
In these General Terms and Conditions, the following terms with an initial capital letter are used, both in singular and plural. These terms are understood to mean:
Appendix:
Service:
DDA:
General Terms and Conditions:
IPR:
Client:
Agreement:
Parties:
Personal data:
Article 2General
Appendix to the General Terms and Conditions with specific provisions regarding the Service to be provided;
The services to be provided by Gingerless to the Client under the Agreement, including, where applicable, results of services;
These terms and conditions of Gingerless including all applicable Annexes;
All intellectual property rights and related rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and related rights, as well as rights to know-how and performance of a single line;
The natural or legal person who has concluded or will conclude an Agreement with Gingerless;
The agreement between Gingerless and the Client concerning the provision of the Service;
Gingerless and the Client;
Any information relating to an identified or identifiable natural person, as referred to in Article 1(a) of the Personal Data Protection Act and Article 4(1) of the General Data Protection Ordinance.
2.1 The General Terms and Conditions shall apply to and form an integral part of all offers and quotations of Gingerless, Agreements and any other related legal acts between Gingerless and the Client, or its legal successor. In addition to these General Terms and Conditions, the specific appendix(es) of the General Terms and Conditions agreed between Gingerless and the Client shall also apply.
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2.2 When the General Terms and Conditions state that an action must be taken in writing, this also means by e-mail.
2.3 Deviations from the General Terms and Conditions shall only be valid if they have been expressly agreed upon in writing by Gingerless and the Client and shall only apply to the specific agreement for which they have been agreed upon.
2.4 The General Terms and Conditions shall at all times prevail over any purchase or other terms and conditions used by the Client.
2.5 Once these General Terms and Conditions have been applicable to a legal relationship between Gingerless and the Client, the Client shall be deemed to have agreed in advance to the applicability of these General Terms and Conditions to Agreements concluded and to be concluded thereafter.
2.6 If and to the extent that any provision of these General Terms and Conditions is declared null and void or annulled, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. In that case, the parties shall agree on a new provision to replace the null/nullified provision, whereby the purport of the null/nullified provision shall be taken into account as much as possible.
2.7 In the event of any conflict between the provisions of an Agreement and the General Terms and Conditions, the provisions of the Agreement shall prevail. In the event of any conflict between the General Conditions and a specific Schedule, the provisions of the specific Schedule(s) shall prevail.
2.8 Electronic communication between the Parties will be deemed to have been received on the day of dispatch, unless the contrary is proved.
Article 3 Offers and conclusion of the Agreement
3.1 Offers and other offers made by Gingerless shall be free of obligation and shall be deemed to be an invitation to make an offer to enter into an Agreement, unless Gingerless indicates otherwise in writing.
3.2 Offers and tenders shall cease to be valid four weeks after their date, unless otherwise indicated in writing.
3.3 The client shall guarantee the accuracy and completeness of the information provided to Gingerles by it or on its behalf on which Gingerless bases its offer. If such information proves to be incorrect or incomplete, Gingerless shall be entitled to amend the offer.
3.4 An Agreement shall be concluded by the Client's written confirmation of an unchanged valid offer and/or offer by Gingerless.Translated with www.DeepL.com/Translator (free version)
Article 4 Execution of the Agreement and delivery
4.1 Gingerless shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship and on the basis of the then known state of science and technology. The Agreement to be concluded between Gingerless and the Client shall be in the nature of an obligation to perform to the best of one's ability, unless and to the extent that Gingerless has explicitly promised a result in the written Agreement and the result in question has also been described with sufficient precision in the Agreement. Any agreements on a service level (Service Level Agreement) shall always be agreed in writing.
4.2 The Parties shall determine in the Agreement the terms and dates of delivery as well as the place and manner in which the Services are delivered and/or delivered. The turnaround time of an order depends on various factors and circumstances, such as the quality of the data and information provided by Customer and the cooperation of Customer and relevant third parties. The aforementioned delivery periods are therefore not regarded as deadlines, unless the Parties have explicitly agreed otherwise in writing. In the event of a (threatened) failure to meet a (delivery) deadline, the Parties will consult with each other as soon as possible in order to take appropriate measures.
4.3 If it has been agreed that the Agreement shall be performed in stages, Gingerless shall be entitled to postpone the start of the Services belonging to a subsequent stage until the Client has approved the results of the preceding stage in writing.
4.4 Gingerless shall not be obliged to follow instructions that change or supplement the content or scope of the agreed Services; if such instructions are followed, the work in question shall be remunerated in accordance with Gingerless's usual rates and Gingerless shall notify the Client accordingly.
4.5 Gingerless shall be entitled to have the Agreement performed in whole or in part by third parties, or at least to involve third parties in the performance of the Agreement.
4.6 Services shall be deemed to have been accepted between the parties if the Client has not provided detailed reasons in writing, within ten (10) working days after delivery of the Services in question, as to why the Services are not accepted. If these are not accepted, Gingerless shall replace or amend the Services within a reasonable period of time. If the Client does not accept the Services again, the parties will go through the acceptance procedure again. This procedure shall be repeated each time the Customer again substantiates why the Services are not accepted during the renewed acceptance test.
4.7 The risk of loss, theft, embezzlement or damage to items, products, information/data, documents or programmes that are created or used within the framework of the execution of the Agreement shall pass to the Customer at the moment that these are placed at the actual disposal of the Customer or an auxiliary person of the Customer.
Article 5 Prices and payment terms
5.1 All prices are exclusive of turnover tax (VAT) and other levies imposed by the government.
5.2 Unless expressly agreed otherwise, price indications, budgets, budgets and/or pre-calculations by Gingerless shall be of an indicative nature only and shall not give rise to any rights or expectations. Gingerless shall only be obliged to inform the Client if a pre-calculation or estimate is exceeded if the parties have agreed to this.
5.3 Parties shall record in the Agreement the date or dates on which Gingerless charges the Client for Services. Invoices shall be paid by the Client in accordance with the payment conditions stated on the invoice. In the absence of a specific arrangement, Principal shall pay within thirty (30) days of the invoice date.
5.4 If, after a reminder or notice of default, the Client continues to fail to pay the claim, Gingerless may assign the claim to another party, in which case the Client shall be obliged to reimburse all judicial and extrajudicial costs, including the costs of external experts, in addition to the total amount due at that time.
5.5 Gingerless shall be entitled to retain Services that are still under Gingerless when:
The Client shall not fulfil its payment obligation until the Client has fulfilled its payment obligation, regardless of whether the payment arrears relate to the Services still in Gingerless's possession.
5.6 During the term of an Agreement, Gingerless shall be entitled to increase the prices for its Services annually, with effect from 1 January, in accordance with the price of the Services.
Article 6 Change of the assignment or additional work
6.1 The Client accepts that the timing of the Agreement may be influenced if the scope of the Agreement is expanded and/or changed in the interim. If the interim change affects the agreed fee, Gingerless shall notify the Client as soon as possible.
6.2 If on the basis of an amendment to the Agreement as a result of additional requests or wishes from the Client, Gingerless is required to perform additional work (additional work), such work shall be charged to the Client on a post-calculation basis on the basis of the then usual rates, unless expressly agreed otherwise in writing.
6.3 If the costs of additional work exceed ten percent (10%), Gingerless shall notify the Client accordingly. The parties shall then discuss the measures to be taken in mutual consultation.
Article 7 Duties of the Client
7.1 The Client shall ensure that all data and/or information which Gingerless indicates are necessary or which the Client should reasonably understand to be necessary for the performance of the Agreement, including information relating to laws and regulations to be observed by Gingerless which is specific to the Client's sector, shall be provided to Gingerless in a timely manner and shall provide all cooperation required by Gingerless. Offers and quotations made by Gingerless as well as the subsequent Agreement shall be based on the information provided by the Client.
7.2 If data required for the performance of the Agreement are not provided to Gingerless in a timely manner, the Client shall be obliged to inform Gingerless in writing of any such information.
Gingerless shall be entitled to suspend the performance of the Agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the then applicable customary rates.
7.3 To the extent that user names and/or passwords are provided by Gingerless under the terms of the Agreement, the Client shall be responsible for such user names and/or passwords and shall be fully and independently liable for any misuse of the user names and passwords, unless such misuse is the result of intent or gross negligence on the part of Gingerless.
7.4 To the extent that user names and/or passwords are provided by Gingerless in the context of the Agreement, the Client shall be prohibited from providing such user names and/or passwords to third parties without the consent of Gingerless.
Article 8 (Interim) termination and its consequences
8.1 An Agreement commences on the date described in Article 3 for the period as agreed in writing between the Parties and ends by operation of law on the date agreed between the Parties or on the moment that the provision of the Services is completed.
8.2 Unless explicitly agreed otherwise, Parties may not terminate the Agreement prematurely.
8.3 Either Party is entitled to terminate the Agreement in whole or in part in the event of the bankruptcy or suspension of payments of the other Party, as well as in the event of the closure or liquidation of the other Party's business other than for the purpose of reconstruction or amalgamation of businesses, or if the decisive control over the business of the other Party changes.
8.4 Dissolution of the Agreement on the grounds of attributable failure is only permitted after a written notice of default which is as detailed as possible and which sets a reasonable time limit for rectification of the failure, unless otherwise stipulated in these General Terms and Conditions or otherwise prescribed by law.
8.5 In the event of dissolution of the Agreement, all that Gingerless has already delivered and/or performed and the related payment obligation shall not be dissolved, unless the Client proves that Gingerless is in default with respect to the essential part of those performances. Amounts invoiced by Gingerless prior to the dissolution in connection with what Gingerless has already performed or delivered properly in performance of the Agreement shall remain due in full subject to the provisions of the previous sentence and shall become immediately due and payable at the time of dissolution.
8.6 In the event of dissolution of the Agreement, all rights granted to the Client shall lapse. The Customer is no longer entitled to use the Service.
8.7 Articles which, by their nature, are intended to remain applicable after the end of the Agreement, remain in full force after termination of the Agreement.
Article 9 IP Rights
9.1 Unless otherwise provided in the Agreement, all IP Rights relating to all Services provided under the Agreement, as well as to all other materials or information made available by Gingerless, shall be vested exclusively in Gingerless and/or its licensors.
9.2 Nothing in these General Terms and Conditions and/or the Agreement implies a transfer of IP Rights. The Client shall only acquire the non-exclusive and non-transferable right to use the Services for the purposes set out in the Agreement and under the conditions set out in the Agreement. Unless otherwise stipulated in writing, the right of use granted will only apply to the Netherlands.
9.3 If a client wishes to say goodbye to Gingerless, Gingerless shall transfer the delivered product in its entirety to the client. Both the files and the database of the web application shall be transferred. The client shall then be entitled to host and further develop the web application itself or with another service provider. The client is not allowed to sell the web application - or parts thereof - to third parties. The client is also responsible for the correct handling of the (Open Source) license conditions of the application and indemnifies Gingerless against any liability after transfer.
9.4 The Client is not permitted to remove or change any indication of IP Rights from the results of Services.
9.5 Gingerless expressly does not waive its moral rights referred to in Article 25 of the Dutch Copyright Act.
9.6 Gingerless shall be permitted to use the Services and the materials used for the performance of the Agreement, such as designs, drawings, films, software, (electronic) files, reports, formats and interviews, for its own promotion and/or publicity, unless otherwise provided in the Agreement.
9.7 Gingerless reserves the right to include technical protection measures in the Services. The Client is not permitted to circumvent these technical protection measures or to offer means for that purpose.
9.8 Gingerless shall indemnify the Client against third-party claims based on the allegation that (parts of) the Services developed by Gingerless itself infringe any IP law applicable in the Netherlands on the condition that the Client immediately informs Gingerless in writing of the existence and content of the claim and leaves the handling of the case, including the conclusion of any settlements, entirely to Gingerless. To this end, the Client shall provide Gingerless with the necessary powers of attorney, information and cooperation in order to defend itself, if necessary in the Client's name, against such legal actions.
9.9 The aforementioned obligation to indemnify shall lapse if the alleged infringement is related to it:
(i) materials made available to Gingerless by the Client; and/or
(ii) changes that the Customer has made to the Service or has had made to the Service.
9.10 If it is irrevocably established in court that the Services developed by Gingerless itself infringe any IP right belonging to a third party or if, in the opinion of Gingerless, there is a reasonable chance that such an infringement will occur, Gingerless shall, if possible, ensure that the Client can continue to use the Service (or something functionally equivalent) undisturbed. If, in its sole discretion, Gingerless is unable to ensure that the Client can continue to use the delivered Service undisturbed, or can only do so in a way that is unreasonably onerous (financially) for it, Gingerless shall take back the delivered goods against a crediting of the acquisition costs, after deducting a reasonable user fee. Any other or more extensive liability or indemnification obligation on the part of Gingerless on account of the infringement of IP rights of a third party shall be entirely excluded.
Article 10 Privacy
10.1 If in the context of the performance of the Services by Gingerless Personal Data of clients of the Client are to be processed, Gingerless must be regarded as a "processor" within the meaning of the Personal Data Protection Act and the General Data Protection Ordinance and the Client must be regarded as a "controller".
10.2 The Client and Gingerless shall, in accordance with Article 28(3) of the General Data Protection Ordinance, enter into a processing agreement in which the processing of Personal Data by Gingerless is regulated in accordance with the relevant regulations.
Article 11 Confidentiality11.1 The parties will treat all information that they obtain from each other in any form whatsoever - written, oral, electronic or tangible - including - but not limited to - software, (source) code, programs, applications, customer data, know-how, technical specifications, documentation ("Confidential Information") as strictly confidential and will keep it secret.
11.2 The parties will only use the Confidential Information for the purposes for which they have been provided and in doing so they will observe at least the same duty of care and guarantee as apply with regard to their own internal confidential information. The parties will only provide the Confidential Information to employees to the extent that this is necessary in the context of the (performance of the) Agreement.
11.3 The obligations to maintain the confidentiality of the Confidential Information do not apply insofar as the Party that received the information can demonstrate that the information in question is confidential:
i) was already known to him at the time of receipt;
ii) was already publicly known at the time of receipt;
(iii) became publicly known after receipt without the possibility for the receiving Party to do so
are allocated;(iv) has been lawfully received from a third party together with the right to freedom of movement; or
of any duty of confidentiality;(v) is to be issued pursuant to a law, regulation or court order; and
Party shall inform the other Party of such mandatory disclosure....has stated;(vi) has been made public with the consent of the providing Party.
11.4 During the term of the Agreement as well as for one (1) year after the end thereof, each of the Parties will only employ employees of the other Party who are or have been involved in the execution of the Agreement, or otherwise have them work for it, directly or indirectly, with the prior consent of the other Party.
Article 12 Liability
12.1 Gingerless's liability on account of attributable failure to perform its obligations and/or on account of tort shall be limited to compensation for direct damage suffered by the Client up to a maximum of the amount paid out by Gingerless's insurance policy, or up to a maximum of the amount of the fee stipulated for the performance of the Agreement, whereby in the case of continuing performance agreements the stipulated fee shall apply for one year.
12.2 Direct damage shall be understood to mean exclusively:
i) reasonable costs which the Client would have to incur in order to perform Gingerless's services to the Client.
Agreement; however, this replacement damage will not be compensated.
if the Agreement is dissolved by or at the request of the Client;
ii) reasonable costs incurred by Principal for the necessary longer operational period.
the retention of its old system(s) and related facilities by reason of Gingerless's failure to deliver on a delivery date that is binding on it, less any savings resulting from the delay in delivery;iii) reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of this Agreement;
iv) reasonable costs incurred to prevent or limit damage, insofar as Customer demonstrates that these costs have led to the limitation of direct damage within the meaning of this Agreement.
12.3 Any liability of Gingerless for other than direct damage ("indirect damage"), including - but not limited to - consequential damage, loss of and/or damage to data, loss of profit and loss of turnover, shall be excluded.
12.4 The restrictions referred to in the previous paragraphs of this article shall cease to apply if and insofar as the damage is the result of intent or wilful recklessness on the part of Gingerless or its managers ("own actions").
12.5 Gingerless's liability for attributable failure to perform an Agreement shall in all cases only arise if the Client immediately and properly gives Gingerless notice of default in writing, setting a reasonable period for remedying the attributable failure, and Gingerless remains imputably in breach of its obligations even after that period, except in the event of a permanent attributable failure. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Gingerless is able to respond adequately.
12.6 The condition for the emergence of any right to compensation is always that the Client notifies Gingerless in writing of the damage as soon as possible after it has arisen. Any claim for damages against Gingerless shall be extinguished by the mere lapse of twelve (12) months after the occurrence of the claim.
12.7 Client's use of the Services shall be entirely at Client's own risk and responsibility. Gingerless shall not accept any liability for Client's use of the Services. The Client shall indemnify Gingerless against any claims by third parties arising from the Client's use of the Services.
Article 13 Force majeure
13.1 There is no question of an attributable failure in the performance of the Agreement by the Parties in the event of force majeure.
13.2 Force majeure includes interruptions in the supply of electricity, strikes, riots, government measures, fire, natural disasters, floods, shortcomings on the part of the Parties' suppliers, shortcomings on the part of third parties engaged by the Parties, disruptions in connection with the Internet, hardware failures, disruptions in (telecommunication) networks and other unforeseen circumstances.
13.3 If the force majeure continues for at least thirty (30) days, the Parties will be entitled to dissolve the Agreement, without being obliged to pay compensation for any damage, cancellation or compensation in respect of this dissolution.
13.4 If, at the time of the force majeure, Gingerless is still able to perform in part, or has performed, it shall be entitled to perform this performance and to invoice it separately, as if it were a separate Agreement.
Article 14 Transfer of rights and obligations14.1 The Parties may (sub)license and/or transfer the rights and obligations under the Agreement to third parties only if the other party agrees to this in writing.
Article 15 Settlement and mediation
15.1 If a dispute between the Parties cannot be resolved satisfactorily, it shall
dispute, before it is submitted to the court, shall be submitted to the competent authority of the Member State in which the dispute is situated.
authorised representatives of the Parties to test the possibilities of a settlement, or to an independent mediator for mediation.
Article 16 Applicable law and competent court
16.1 These General Terms and Conditions are governed exclusively by Dutch law.
16.2 The applicability of the Vienna Sales Convention is excluded.
16.3 Any disputes arising between Gingerless and the Client in the context of or in connection with this agreement shall be excluded from the applicability of the Vienna Sales Convention.
Agreement will only be submitted to the competent court in the district of Amsterdam.
ANNEX web application DEVELOPMENT
Article 1 Applicability
1.1 In addition to the general provisions of the General Terms and Conditions, the provisions set out in this appendix shall apply if Gingerless develops a web application (hereinafter referred to as the "web application") on behalf of the Client. The other capitalised terms in this Annex are defined in the general provisions of the General Terms and Conditions.
Article 2 web application development
2.1 The web application shall be developed by Gingerless in accordance with the specifications set out in the Agreement.
2.2 Gingerless shall be entitled to require a written agreement on a design and/or concept of the web application before commencing development and suspending development until such agreement is received.
Article 3 Right of use
3.1 Unless otherwise provided in the Agreement, Gingerless grants the Client the non-exclusive, non-transferable and non-sublicensable right to use the web application in accordance with the provisions of the Agreement.
3.2 Unless otherwise agreed, the source code of the web application and the technical documentation used or produced in the development of the web application will not be made available to Client.
3.3 If a client wishes to say goodbye to Gingerless, Gingerless shall transfer the delivered product in its entirety to the client. Both files and database of the web application shall be transferred. The client shall then be entitled to host and further develop the web application itself or with another service provider. The client is not allowed to sell the web application - or parts thereof - to third parties. The client is also responsible for the correct handling of the (Open Source) license conditions of the application and indemnifies Gingerless against any liability after transfer.
3.4 Client is at all times responsible for the use of the web application. The Client is not permitted to use the web application for actions and/or conduct in violation of the Agreement, any applicable laws or regulations, public order, morality or in any other way unlawful. The Client shall indemnify Gingerless against all claims by third parties in respect of violation of the above provisions.
3.5 If the IP Rights to (part of) the web application accrue to licensors of Gingerless, the Client may be bound by the licensing terms and conditions of these third parties, including but not limited to content management software.
Article 4 Delivery, installation and acceptance
4.1 Gingerless shall deliver the web application in the manner set out in the Agreement. 4.2 If an acceptance test has been agreed, the web application shall be deemed to have been accepted on the first day after the test period, or, if Gingerless receives a test report as referred to in Clause 4.5 before the end of the test period, at the time when the errors mentioned in that test report have been rectified, without prejudice to the presence of errors which do not preclude acceptance under Clause 4.8.
4.3 Contrary to the foregoing, if Client discloses the web application or otherwise uses it for productive or operational purposes before the moment of acceptance, the web application shall be deemed to have been fully accepted from the beginning of such use.
4.4 If during the execution of the agreed acceptance test it appears that the web application contains errors that impede the progress of the acceptance test, Client shall inform Gingerless in writing in detail, in which case the test period shall be interrupted until the web application has been modified in such a way that this impediment has been removed.
4.5 If during the execution of the agreed acceptance test it appears that the web application contains errors, Client shall inform Gingerless about the errors by means of a written and detailed test report at the latest on the last day of the test period. Gingerless shall use its best efforts to remedy the reported errors within a reasonable period of time, whereby Gingerless shall be entitled to introduce temporary solutions or program bypasses or problem-avoiding restrictions in the web application.
4.6 The client may not withhold acceptance of the web application on grounds other than those relating to the specifications expressly agreed between the parties, nor on account of the existence of minor errors, i.e. errors that do not reasonably preclude the use of the web application, without prejudice to Gingerless's obligation to repair such minor errors under the guarantee scheme of Article 5 of this Appendix, if applicable.
4.7 Gingerless shall not be obliged to repair any errors as referred to in article 4.5 and article 4.6 if they have arisen as a result of:
(i) an adaptation of the web application, of any nature whatsoever, which is not by Gingerless
applied;(ii) use of the web application in a manner not permitted under the Agreement;
(iii) improper use of the web application, whether or not by the Client; or
(iv) input errors or errors related to the data used by the Client.
4.8 If the web application is delivered and tested in phases and/or parts, the non-acceptance of a certain phase and/or part does not affect a possible acceptance of an earlier phase and/or another part.
Article 5 Guarantees
5.1 Gingerless shall use its best endeavours to repair errors in the web application within a reasonable period of time if they have been reported to Gingerless in detail within a period of three (3) months after delivery, or, if an acceptance test has been agreed between the parties, within three (3) months after acceptance.
5.2 Unless otherwise agreed in writing, Gingerless does not guarantee that the web application shall function (properly) in combination with all software (including web browsers, and/or hardware) or that the web application shall function and/or be accessible without malfunctions, interruptions or other errors.
If Gingerless delivers a web application or Services to the Client that Gingerless has received from its suppliers, Gingerless shall not be obliged to provide a warranty to the Client that goes beyond the warranty that Gingerless can claim from its supplier, provided that Gingerless notifies the Client accordingly.
The guarantee obligation shall lapse if:
(i) The Client shall make changes to the web application without Gingerless's written consent.
or have it applied;(ii) there is a question of usage errors or injudicious use by the Client;
(iii) there are other causes not attributable to Gingerless; or
(iv) the errors in performing the agreed acceptance test could have been identified.
Gingerless shall endeavour, to the extent reasonably possible, to rectify any information that has been compromised or lost.
HOSTING SUPPLEMENT
Article 1 Applicability
1.1 In addition to the general provisions of these General Terms and Conditions, the provisions set out in this appendix shall apply if Gingerless, by order of the Client, stores and transmits information, in a communication network and/or provides access to a communication network, hereinafter referred to as "Hosting".Article 2B Availability of Hosting services2.1 Principal is responsible for the availability of the hardware and software, connections and other preconditions on the part of Principal to enable access to the system.
2.2 Gingerless shall make every effort to ensure that the Hosting Services are used as undisturbed as possible.
2.3 Gingerless shall not be liable for any unavailability or reduced availability of the Services as a result of a power failure or power failure, telecommunication or internet failures, defects in the Client's hardware or software and any other causes beyond Gingerless's direct control.
2.4 Gingerless shall have the right to (temporarily) decommission the Hosting Services or to restrict their use for maintenance work or system modifications and shall inform the Client thereof in advance. In that case, Client shall not be entitled to any compensation.
2.5 If, after the expiry of the term of the Agreement, the Client does not wish to extend the cooperation with Gingerless, Gingerless shall assist in the transfer to a third party, at Gingerless's applicable rates.
2.6 In the event that the permitted data traffic and the permitted disk space are exceeded, Gingerless shall be entitled to charge reasonable additional costs without further notice.
2.7 Agreements regarding service levels shall be laid down in a Service Level Agreement (SLA).
Article 3 Duties of the Customer
3.1 The Client is expressly prohibited from disseminating information or offering facilities or functionalities by or via web applications hosted by Gingerless, if and to the extent that this information is in conflict with the above:
(i) Applicable laws and regulations, including the regulations of self-regulatory bodies, shall be governed by the laws of the country in which they are located.
authorities;(ii) The Agreement; or
(iii) Reasonable guidance and instructions given by Gingerless.
3.2 The client shall at all times act and behave as may be expected from a careful user with regard to the information to be published by him and the use of the internet. To this end, the Customer shall, inter alia, comply with all statutory provisions and observe the "nettiquette" and shall refrain, inter alia, from doing so: spamming, infringing IP rights of third parties, publishing or distributing child pornography, sexual harassment or otherwise harassing third parties, infringing the privacy of third parties or damaging the honor or reputation of third parties, hacking, carrying out DDoS attacks or other types of attacks, as well as spreading viruses, worms or other programs that can cause damage to individual systems or disrupt the operation of the Internet.
3.3 If the Client fails to comply with the provisions of Articles 3.1 and 3.2 and/or if Gingerless receives a notification from third parties that this is the case, Gingerless shall be entitled to suspend or discontinue the Services, block connections or remove content without further notice. In those cases where this is justified by the seriousness of the breach, Gingerless shall be entitled to terminate the Agreement with immediate effect. The Client shall not be entitled to any compensation from Gingerless as a result of such suspension, strike, blocking, removal and/or termination.
3.4 The Client shall indemnify Gingerless against all claims by third parties, including but not limited to claims on account of the information and/or data which it publishes through or via its web applications and claims by Gingerless's supplier(s) arising from the Client's failure to comply with any of its obligations under the Agreement, more specifically under this article.
