Terms and Conditions

Article 1 – Definitions

In these terms and conditions, the following definitions apply:

• Binadit: Binadit B.V., located in Rotterdam, the Netherlands, Chamber of Commerce 80923216, VAT NL861852990B01.
• Client: the legal entity or natural person entering into an agreement with Binadit.
• Services: all managed cloud, hosting, infrastructure and DevOps services to be provided by Binadit.
• Agreement: any written or digital agreement between Binadit and the Client.

Article 2 – Applicability

These terms apply to all quotations, offers and agreements under which Binadit provides services. Deviations are only binding if agreed in writing. The applicability of the Client's purchase conditions is expressly rejected.

Article 3 – Quotations and Orders

All quotations from Binadit are non-binding and valid for 30 days unless otherwise stated. An agreement is formed when the Client accepts a quotation in writing or when Binadit confirms an order in writing. Binadit reserves the right to refuse an order without stating reasons.

Article 4 – Pricing and Payment

All prices are exclusive of VAT unless explicitly stated otherwise. Binadit invoices subscription services monthly in advance and project work in arrears. Payment term is 30 days net from invoice date. In the event of late payment, Binadit may, after written notice, suspend services. Statutory commercial interest applies to overdue amounts.

Article 5 – Delivery and Service Levels

Binadit will make every effort to deliver the agreed services with the greatest possible care. Service levels stated in the agreement (SLA) constitute a best-efforts obligation unless expressly agreed otherwise. Planned maintenance will be announced at least 48 hours in advance. Binadit is not liable for disruptions outside its direct sphere of influence, including third-party outages or force majeure.

Article 6 – Liability

Binadit's liability is limited to the amount paid out under its professional liability insurance, or — if no payment is made — to the amount the Client paid to Binadit in the three months preceding the incident, with a maximum of €10,000 per incident. Binadit is not liable for indirect damage, consequential damage, lost profits or data loss. The Client indemnifies Binadit against claims from third parties arising from the content or applications used by the Client.

Article 7 – Intellectual Property

All software, documentation and other works developed by Binadit remain the property of Binadit unless otherwise agreed in writing. The Client receives a non-exclusive licence to use such works for the duration of the agreement.

Article 8 – Confidentiality

Both parties undertake to keep confidential all confidential information received from the other party. This obligation continues for five years after termination of the agreement.

Article 9 – Term and Termination

Agreements for ongoing services are entered into for the initial term stated in the agreement and are thereafter renewed automatically for an indefinite period. Termination requires written notice with a notice period of one calendar month, unless otherwise agreed. In the event of material breach (following written notice of default), the non-breaching party may terminate the agreement with immediate effect.

Article 10 – Force Majeure

Binadit is not liable for failures attributable to circumstances beyond its reasonable control, including third-party outages, DDoS attacks, government measures or other force majeure events. Binadit will notify the Client as soon as possible of a force majeure situation.

Article 11 – Governing Law and Jurisdiction

All agreements are exclusively governed by Dutch law. Disputes will be submitted exclusively to the competent court of Rotterdam, the Netherlands, unless the parties agree in writing to arbitration.

Article 12 – Amendments

Binadit reserves the right to amend these terms. Amended terms apply to new agreements and, after written notice with 30 days' notice, to existing agreements.