General Terms of Delivery – HyperClouds

In these General Terms of Delivery, the following definitions apply:

HyperClouds: the company operating under the trade name HyperClouds, established in the Netherlands and registered with the Dutch Chamber of Commerce under number 97173827.

Customer: any natural person acting in the course of a profession or business, or any legal entity, entering into or intending to enter into an agreement with HyperClouds.

Agreement: any arrangement between HyperClouds and the Customer relating to the provision of services, products, advice, subscriptions, support, management, cloud solutions, or other activities.

Services: all services offered and provided by HyperClouds, including but not limited to consultancy, cloud services, managed services, implementation, support, maintenance, project work, monitoring, hosting coordination, and related IT services.

Assignment: any instruction or order placed by the Customer with HyperClouds.

1. These General Terms of Delivery apply to all offers, quotations, activities, assignments, agreements, and deliveries of HyperClouds. 2. Deviations from these terms are only valid if expressly agreed in writing. 3. The applicability of any purchasing terms or other terms of the Customer is expressly rejected unless accepted by HyperClouds in writing. 4. If any provision of these terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

1. All offers and quotations issued by HyperClouds are non-binding unless explicitly stated otherwise in writing. 2. Quotations are based on the information provided by the Customer. The Customer warrants the accuracy and completeness of such information. 3. Obvious mistakes, clerical errors, typographical errors, or omissions in quotations, price lists, websites, or other communications shall not bind HyperClouds. 4. An Agreement is only concluded after written confirmation by HyperClouds or once HyperClouds has commenced the performance of the Services.

1. HyperClouds shall perform its Services to the best of its knowledge and ability and with the care expected of a reasonably competent and professional service provider. 2. Unless explicitly agreed otherwise in writing, HyperClouds undertakes an obligation of best efforts and not an obligation to achieve a specific result. 3. Any advice, designs, planning, security proposals, architectures, and recommendations provided by HyperClouds are based on the information and circumstances known at the relevant time. 4. HyperClouds shall not be responsible for decisions made by the Customer based on advice provided by HyperClouds, except in cases of wilful misconduct or deliberate recklessness.

1. HyperClouds shall perform the Agreement to the best of its abilities. 2. HyperClouds is entitled to engage third parties, subcontractors, suppliers, hosting providers, cloud providers, or other auxiliaries in the performance of the Agreement. 3. Any deadlines, planning schedules, or delivery dates communicated by HyperClouds are indicative only unless expressly agreed in writing as binding deadlines. 4. Exceeding a deadline shall not automatically entitle the Customer to compensation, termination, or suspension.

1. The Customer shall provide all data, access, cooperation, approvals, and information reasonably required for the performance of the Agreement in a timely manner. 2. The Customer is responsible for the accuracy and completeness of the information supplied; timely availability of systems, accounts, contact persons, and authorisations; making and retaining its own backups unless otherwise agreed in writing; compliance with software licence terms; and its own internal use, management, and authorisation policies. 3. If performance is delayed because the Customer fails to fulfil its obligations, HyperClouds shall be entitled to charge additional costs and adjust timelines accordingly.

1. If HyperClouds provides Services that involve products or services from third parties, such as Microsoft, hosting providers, telecom parties, software vendors, or security vendors, the terms and service levels of such third parties may also apply where relevant. 2. HyperClouds shall not be liable for failures, price changes, functional changes, outages, security incidents, or discontinuation of services by third parties. 3. HyperClouds does not guarantee that third-party services will remain continuously available, error-free, or unchanged.

1. All prices quoted by HyperClouds are in euros and exclusive of VAT unless explicitly stated otherwise. 2. Unless otherwise agreed, prices exclude third-party costs, licences, subscriptions, travel and accommodation expenses, additional work, hardware, and implementation costs outside the quotation. 3. HyperClouds is entitled to adjust its prices periodically in the event of increased costs, indexation, supplier price increases, legal changes, or changes in the scope of Services. 4. Price changes imposed by third parties may be passed on by HyperClouds to the Customer.

1. HyperClouds shall invoice based on quotation, Agreement, time and materials, subscription, or project arrangement. 2. The payment term is 14 days from the invoice date unless otherwise agreed in writing. 3. Objections to an invoice do not suspend the payment obligation. 4. If the Customer fails to pay on time, the Customer shall be in default by operation of law. HyperClouds shall then be entitled to charge statutory commercial interest; charge collection costs and other reasonable recovery costs; suspend its activities; and temporarily restrict access to Services, where legally permitted and reasonable. 5. Payments made by the Customer shall first be applied to costs, then to interest, and finally to the oldest outstanding invoices.

1. Activities or performance falling outside the original Agreement shall be regarded as additional work. 2. Additional work shall be performed at the rates applicable at that time unless otherwise agreed in writing. 3. HyperClouds is entitled to invoice additional work separately.

1. Agreements entered into for a fixed term shall end automatically at the end of the agreed period unless otherwise agreed in writing. 2. Subscriptions and recurring Services shall, unless otherwise agreed, be automatically renewed for successive periods of one month or the agreed contract term. 3. Either party may terminate an Agreement in writing, subject to the agreed notice period. 4. HyperClouds may suspend or terminate the Agreement in whole or in part with immediate effect if the Customer fails to fulfil its obligations; the Customer is declared bankrupt or applies for suspension of payments; or continuation of the Agreement can no longer reasonably be expected from HyperClouds. 5. Obligations which by their nature are intended to continue after termination shall remain in effect, including provisions relating to payment, liability, intellectual property, confidentiality, and applicable law.

1. Activities, implementations, or projects shall be deemed delivered once HyperClouds has informed the Customer accordingly, or once the Customer has put the relevant service, solution, or deliverable into use. 2. Minor defects that do not materially prevent use shall not prevent delivery. 3. Any support, management, or response times shall only apply if explicitly agreed in writing in a separate SLA or service arrangement.

1. The total liability of HyperClouds due to an attributable failure, wrongful act, or any other legal basis shall be limited to the amount paid out in the relevant case under the liability insurance of HyperClouds. 2. If, for any reason, no payment is made under such insurance, liability shall be limited to the amount paid by the Customer under the relevant Agreement during the three months preceding the event giving rise to liability, with a maximum of EUR 10,000. 3. HyperClouds shall not be liable for indirect loss, consequential loss, loss of profit, loss of savings, business interruption, loss of data, damage caused by internet outages, cloud platform failures, or third-party service interruptions, damage resulting from inaccurate or incomplete information supplied by the Customer, or security incidents reasonably outside the control of HyperClouds. 4. Any claim for compensation shall lapse if not submitted to HyperClouds in writing with reasons within 30 days after the Customer discovered, or should reasonably have discovered, the damage. 5. The limitations of liability in this Article shall not apply in the event of wilful misconduct or deliberate recklessness on the part of HyperClouds.

1. HyperClouds shall not be obliged to fulfil any obligation if prevented from doing so as a result of force majeure. 2. Force majeure includes, but is not limited to, supplier or cloud provider outages, internet failures, cyber incidents, power outages, government measures, pandemics, war, strikes, transport disruptions, fire, hardware shortages, and other external causes beyond the reasonable control of HyperClouds. 3. During a force majeure event, the obligations of HyperClouds shall be suspended. If the force majeure situation lasts longer than 60 days, either party shall be entitled to terminate the Agreement in whole or in part in writing without any obligation to pay damages.

1. All intellectual property rights relating to documents, advice, designs, scripts, configurations, reports, quotations, presentations, templates, drawings, and other materials developed or provided by HyperClouds shall remain vested in HyperClouds or its licensors unless otherwise agreed in writing. 2. The Customer obtains only a non-exclusive and non-transferable right to use such materials for the agreed purpose. 3. Without prior written consent from HyperClouds, the Customer may not copy, publish, modify, resell, or make such materials available to third parties, except where this follows from the nature of the Agreement.

1. Both parties shall keep confidential all confidential information received from the other party in connection with the Agreement. 2. Information shall be considered confidential if this has been communicated by the other party or if this reasonably follows from the nature of the information. 3. The confidentiality obligation shall remain in force after termination of the Agreement.

1. If HyperClouds processes personal data in the context of its Services, it shall do so in accordance with applicable privacy legislation. 2. Where HyperClouds acts as a processor within the meaning of the GDPR, the parties may enter into a separate data processing agreement if required. 3. More information about the processing of personal data through the website is set out in the Privacy Policy of HyperClouds.

1. Complaints regarding the performance of the Agreement, delivered Services, or invoices must be submitted to HyperClouds in writing within a reasonable period and with sufficient detail. 2. Submitting a complaint does not suspend the Customer’s payment obligation. 3. The parties shall make reasonable efforts to resolve complaints in mutual consultation.

1. HyperClouds is entitled to amend these General Terms of Delivery. 2. Amended terms shall apply from the announced effective date. 3. In the case of ongoing Agreements, material amendments shall be communicated to the Customer in a timely manner.

1. All legal relationships between HyperClouds and the Customer shall be governed exclusively by the laws of the Netherlands. 2. Any disputes shall be submitted to the competent court in the district where HyperClouds is established, unless mandatory law requires otherwise.

HyperClouds Website: hyperclouds.nl Email: info@hyperclouds.nl Chamber of Commerce / KVK: 97173827 VAT number: [insert VAT number]