Terms & Conditions

In these terms: Supplier — D-Labs IT (Chamber of Commerce 86752812), established in Schiedam, the Netherlands; Customer — the natural person or legal entity entering into an agreement with Supplier; Consumer — a Customer not acting in the course of a profession or business; Services — all products and services provided by Supplier, including the development and migration of (Magento 2) web shops, web hosting, VPS and infrastructure, domain registration, DNS and email, maintenance and support, and the supply of software and modules; Registry — the body issuing domain names under an extension (e.g. SIDN for .nl); Agreement — the arrangement between Supplier and Customer of which these terms form part.

These terms apply to every offer and agreement between Supplier and Customer for all Services. Any purchasing or other terms of the Customer are expressly rejected. Specific Services may be subject to additional terms (for example a Service Level Agreement, a data-processing agreement, licence terms, or a Registry’s terms). In case of conflict the order of precedence is: (a) supplementary written agreements, (b) the order or quotation, (c) additional service-specific terms, (d) these Terms & Conditions.

Quotations are without obligation and valid for 30 days unless stated otherwise. An agreement is formed by acceptance of a quotation, by an order via the website or an account, or when Supplier begins performance. Obvious errors do not bind Supplier. Additional or changed work outside the agreed order is agreed in advance and charged separately.

The term depends on the Service:

• Domain registration: 1 year, thereafter tacitly renewed for 1 year at a time.
• Hosting, VPS and ongoing maintenance/support: for the agreed term (monthly or yearly), thereafter tacitly renewed for the same term.
• Projects (development, migration): end on delivery and completion of the assignment.

A Consumer may, after the first term, cancel a tacitly renewed agreement at any time with no more than 1 month’s notice. A business Customer cancels against the end of the current term with 1 month’s notice. Cancellation is made in writing (to billing@dlabsit.nl) or via the account. Amounts already paid for a current term are not refunded.

Prices are shown including VAT for Consumers and excluding VAT for business Customers. Recurring services are invoiced in advance; projects per the agreed (instalment) terms. Payment is due within 14 days of the invoice date. A rate change is announced at least 1 month in advance and may be cancelled, unless it results from inflation, a price increase by a supplier or Registry, or a statutory obligation. On late payment the Customer is in default and statutory interest and collection costs are due; Supplier may then suspend the Services and refuse renewal.

Supplier performs the Services to the best of its ability. Stated timelines are indicative and not strict deadlines unless expressly agreed in writing. The Customer provides in good time all information, access, content and cooperation required for performance and warrants its accuracy. Delay or extra cost caused by lack of cooperation is for the Customer’s account. Supplier may engage third parties and suppliers in performing the Services.

For development and migration assignments, the deliverable is deemed accepted if the Customer does not report substantiated defects in writing within a reasonable period (absent agreement: 10 working days) after delivery, or once the Customer puts the result into use. Minor defects do not prevent use and are remedied within a reasonable period. Maintenance, hosting and ongoing support fall outside the delivery scope and are agreed separately.

Holdership. The Customer is and remains the holder of the domain name; Supplier acts solely as intermediary and reseller; registration is carried out through a registrar and the relevant Registry. No registration guarantee. Supplier cannot guarantee that an application will be granted and is not liable for damage from rejection or inability to register. Registry terms. In addition to these terms, the relevant Registry’s regulations apply, including for .nl the SIDN Regulations; the Customer accepts these and grants Supplier authority to submit the application. The Customer warrants accurate data and indemnifies Supplier against third-party claims regarding the domain name. For anonymous or privacy registrations the Customer remains responsible. Timely payment. A domain name must be paid before its registration or renewal date. If it is not paid on time, the domain may expire and be placed in quarantine by the Registry; retrieving or reactivating a domain name from quarantine incurs additional costs, borne by the Customer. Supplier is not liable for the loss of a domain name due to late payment. The Customer may transfer the domain at any time; Supplier provides the transfer code within 5 working days on request and does not withhold a transfer over not-yet-expired terms — although outstanding, due invoices may first be set off.

Hosting and VPS services are provided on shared or dedicated infrastructure. The Customer avoids excessive or disruptive load; Supplier may set fair-use limits and take technical measures. Supplier makes every effort to achieve high availability but gives no guarantee unless a Service Level Agreement is agreed. Maintenance takes place outside office hours where possible. Supplier makes backups in principle, but the Customer remains responsible for keeping its own copy of its data unless agreed otherwise in writing. The Acceptable Use Policy applies to all hosting services.

Maintenance and support are provided within the agreed scope. Stated response times (such as aiming to respond within two working hours) are a best-efforts obligation, not a guarantee. Security updates and ongoing management fall within the agreed service; work beyond it is additional work and charged separately.

Where Supplier provides software or Magento modules (via Packagist or the private registry packages.dlabsit.nl), the Customer obtains a non-exclusive, non-transferable right of use for the term and under the conditions of the agreement. Free modules are provided under an open-source licence (MIT); paid modules under a proprietary licence whose terms apply in addition. The source code and rights of paid modules remain with Supplier. Paid modules may require a valid licence and access to the private registry.

Intellectual-property rights in works, software and materials developed by Supplier remain with Supplier or its licensors, unless agreed otherwise in writing. After full payment the Customer obtains a right of use for the agreed purpose. Rights in materials and data supplied by the Customer remain with the Customer. Open-source components are provided under their own licence.

A Consumer has in principle a 14-day cooling-off period. For Services performed immediately with the Customer’s consent — such as a domain registration — the Customer declares in the order process that performance may begin at once and thereby waives the right of withdrawal once performance is complete. For Services whose performance begins, with the Customer’s consent, before the end of the cooling-off period, a proportionate fee is due for what has already been delivered upon withdrawal.

Supplier’s liability is limited to compensation for direct damage. Liability for indirect damage, consequential loss, lost profit, missed savings, business interruption and for loss of data or domain names is excluded. Total liability per event is limited to the amount the Customer paid for the Service concerned in the twelve months before the damage (excl. VAT), or for a project to the invoice amount of that assignment. These limitations lapse in the event of intent or deliberate recklessness by Supplier. The Customer indemnifies Supplier against third-party claims relating to use of the Services. A claim requires the Customer first to give written notice of default with a reasonable cure period.

Supplier processes personal data in accordance with the GDPR. Where Supplier processes personal data on the Customer’s instructions in providing the Services, the Customer is the controller and Supplier the processor; the parties conclude a data-processing agreement for this. The Customer warrants that it processes personal data via the Services only lawfully.

In the event of force majeure, obligations are suspended. Force majeure includes a failure at suppliers, Registries, network or power supply, cyberattacks and government measures. If force majeure lasts longer than 60 days, either party may dissolve the agreement for the part not performed, without liability for damages.

The Acceptable Use Policy applies to all Services. The Customer does not use the Services in breach of law or in a manner that harms the network or third parties. Upon a report, a legal obligation or manifestly unlawful use, Supplier may remove or disable content, suspend the Service or terminate the agreement, notifying the Customer as soon as reasonably possible. Report abuse to abuse@dlabsit.nl.

Supplier may amend these terms. Amendments are announced at least 1 month before they take effect. If the Customer disagrees with an amendment (other than one based on legislation), the Customer may cancel the agreement as of the effective date.

Supplier may suspend or dissolve the agreement, in whole or in part and with immediate effect, if the Customer fails to meet its obligations, upon the Customer’s bankruptcy or suspension of payment, or in the event of unlawful use. On termination, payment obligations already due remain in force. After a hosting service ends, Supplier may delete stored data after a reasonable period; the Customer is responsible for securing it in time. On request and on reasonable terms, Supplier cooperates with a transfer to another provider, provided the Customer has met its obligations.

If any provision is void or voidable, the remaining provisions remain in force and the parties will consult on a replacement. Supplier may assign the agreement to a third party in the context of a transfer of (part of) its business. The agreement is governed by Dutch law. Disputes are submitted to the competent court in the district where Supplier is established, without prejudice to mandatory rules of jurisdiction.