This Master Agreement explain the basis under which the Service Provider will provide the Services to the Customer.
The Customer should read This Master Agreement carefully to make sure that they understand what is agreed.
State Productions, trading as Atlantia Cloud, with its principle place of business at Bruggemanlanden 10, 7542 CC, Enschede, The Netherlands. Hereinafter to be referred to as ‘Service Provider’.
In This Master Agreement, the following words and phrases have the following meanings:
‘Customer’ the person or company buying the Services
‘Confirmation of Acceptance’ the Service Provider’s confirmation that the Customer’s order has been accepted and a binding agreement has been formed for the supply of the Services
‘Parties’ the Customer and the Service Provider
‘Party’ either one of the Customer or the Service Provider
‘Services’ the services that the Customer is purchasing
‘Master Agreement’ this document detailing the basic agreement between the Parties
2 THIS MASTER AGREEMENT
This Master Agreement forms the basis of the business relationship between Service Provider and the Customer and it establishes the fundamental conditions of the business relationship. The Service Provider maintains additional legal documents available at https://www.atlantia.cloud/legal/. These documents are considered part of the Master Agreement. Customer by agreeing with This Master Agreement also agrees to the terms and conditions set in the additional legal documents.
3.1 The Service Provider is under a legal duty to supply the Services using reasonable care and skill.
3.2 The Services will be performed so far as reasonably practicable, at such time or times as the Service Provider shall decide. Any times, dates or periods given by the Service Provider for provision of the Services are estimates only. The Service Provider will make reasonable efforts to comply with any such time estimates, and will perform the Services within a reasonable time. However, time is not of the essence in respect of the Service Provider’s performance of the Services.
4.1 By ordering Services from the Service Provider, the Customer makes an offer to buy the Services for the price given by the Service Provider. There is no binding contract between the Parties at the time when the order is made.
4.2 The Service Provider will contact the Customer by email to confirm the order. This Confirmation of Acceptance is the Service Provider’s acceptance of the order made by the Customer. When the Confirmation of Acceptance is received, there will be a binding contract between the Parties in accordance with This Master Agreement. The binding contract will only be for the Services that are included in the Confirmation of Acceptance.
4.3 Notwithstanding the above, in any situation where the displayed price is the result of an error, the Service Provider may modify the price to the correct level. The Customer may decide whether or not to accept the correct price.
5 PRICE AND PAYMENT
5.1 The Customer must make payments in accordance with any schedule agreed with the Service Provider. VAT will be charged at the rate prevailing at the time that payment is due.
5.2 Without prejudice to any other legal right or remedy:
5.2.1 if any agreed payment is not received by the Service Provider by the due date, they may suspend the services.
5.2.2 if any agreed payment is not received by the Service Provider within 31 days from the due date, they may terminate the services.
5.2.3 the Customer will not refuse to pay any amount which is owed to the Service Provider where there is only a minor or inconsequential defect or error in the performance of the Services.
5.3 The Service Provider may periodically modify the price of the Services. The Service Provider must announce such modifications at least ninety days prior to them going into effect. Price modifications will only apply upon the next payment term of the Service.
5.4 In situations where the Service Provider suddenly experiences a rise in cost to supply the Services, the Service Provider may immediately modify the prie of the Services accordingly. Such modifications will apply from the day the cost increase has started and if the Customer has paid in advance, the difference may be charged.
5.5 Any modifications that result in the Customer being obligated to pay a higher price for the Service than at the time of the original order grant the right to cancel the agreement with immediate effect. From the moment the announcement has been made, the Customer may terminate any agreement within thirty days. Article 8 outlines the procedure to cancel, which must be followed in cancellations due to this clause as well.
5.6 The Service Provider may modify the price of the Services if such modification results from changing exchange rates. Modification of prices under this condition are excluded from the right to terminate the agreement.
6 CUSTOMER’S RESPONSIBILITIES
6.1 The Customer shall co-operate fully with the Service Provider in the performance of the Services. Co-operation shall include, but is not limited to:
6.1.1 responding promptly and properly to any correspondence, request, query or communication from or on behalf of the Service Provider;
6.1.2 promptly providing any information, documentation, instruction, support or other assistance as the Service Provider reasonably requires;
6.1.3 paying any and all sums due on time.
6.2 If the Customer does not comply fully and properly with their responsibilities under this clause, the Service Provider may, without prejudice to their legal rights:
6.2.1 charge the Customer for any costs or expenses thereby reasonably incurred; or
6.2.2 suspend the provision of the Services until such time as the Customer complies, so far as reasonably practicable, with their responsibilities under This Master Agreement.
7 CUSTOMER’S RIGHTS
7.1 If the Service Provider fails to carry out the Services with reasonable care and skill or within a reasonable time, the Customer has the right to request the Service Provider re-performs the relevant part of the Services. Any such request can only be made by the Customer if it is still possible for the Service Provider to supply the Services to the required standard. Any such repeat performance will be carried out at no cost to the Customer, within a reasonable time and without causing significant inconvenience to the Customer.
7.2 If repeat performance under this clause is not possible, cannot be or has not been carried out within a reasonable time, or cannot be or has not been carried out without causing significant inconvenience to the Customer, the Customer has a right to a price reduction proportional to the relevant part of the Services.
7.3 Where a price reduction is due under this clause, any refund due to the Customer shall be paid within 14 days of the Service Provider agreeing that the Customer is entitled to one. Any refund will be made by the same means of payment that the Customer used, unless expressly agreed otherwise between the Parties. The Service Provider will not charge any fee for any such refund.
8.1 The Customer may cancel their services for any reason by using the cancellation system in their client area,
8.2 The Customer must cancel their services at least a day prior to the invoice of the next payment term becoming due. If Customer fails to cancel their services in time, they do not obtain the right to a (partial) refund. Any refund the Service Provider grants will be at its sole discretion and unique to the specific case.
9.1 The Service Provider can, at its absolute discretion, choose to retain or instruct sub-contractors to carry out the Services in whole or part.
10 AGENCY OR PARTNERSHIP
10.1 Nothing in This Master Agreement is intended to or does imply any partnership, fiduciary relationship, joint venture, agency or any other relationship between the Parties, save as provided for in This Master Agreement.
11 LIABILITY AND INDEMNITY
11.1 Nothing in This Master Agreement seeks to limit the liability of the Service Provider for fraudulent acts or omissions, death or personal injury caused in connection with the provision of the Services, whether arising in contract, negligence, tort, breach of statutory duty or otherwise.
11.2 Subject to the rest of this clause, the Service Provider’s total liability to the Customer will not, in any circumstances, exceed the total amount of the price payable by the Customer.
11.3 In the event that the Customer or their servants or agents breach This Master Agreement, or are negligent in their actions, the Customer will, to the fullest extent permitted by law, indemnify the Service Provider against any liability, loss, claim, damage, expense suffered by the Service Provider as a result.
12 PROPERTY AND INTELLECTUAL PROPERTY
12.1 Any property or intellectual property rights in any material owned by the Service Provider shall belong to the Service Provider and the Customer shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.
12.2 Any property or intellectual property rights in any material owned by the Customer shall belong to the Customer and the Service Provider shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.
12.3 This clause is subject to the right of the Parties to use any such material so far as is reasonably required to carry out the agreed Services.
12.4 The Customer warrants that any material, whether comprising documents, data, records or any other materials, that it provides to the Service Provider does not infringe the intellectual property rights of any non-Party. The Customer agrees to indemnify the Service Provider against any loss, damage, cost, expense or claim of any kind that may arise as a result of such an infringement.
13.1 The Parties will use their best endeavours to keep confidential any confidential information relating to the other Party that is provided or otherwise accessed in the performance of the Services. Neither Party shall disclose any confidential information without the consent of the other Party, except to comply with an order of a court of competent jurisdiction or if required in connection with legal proceedings relating to This Master Agreement.
13.2 The Parties’ obligations under this clause shall continue after the termination or completion of the Services unless or until the information concerned becomes public knowledge or is otherwise in the public domain through no fault of the Party bound to keep it confidential under this clause.
13.3 Nothing in this clause may restrict the Customer in making truthful public statements critical of the Services or the Service Provider.
14 AMENDMENT AND TRANSFER OF RIGHTS
14.1 This Master Agreement can only be amended by the agreement of the Parties in writing with signatures on behalf of both.
14.2 The Service Provider is permitted to assign or transfer any rights or obligations under This Master Agreement, or subcontract the same for performance to a third party. The Customer is not permitted to assign or transfer any rights or obligations under This Master Agreement without the prior written permission of the Service Provider.
15.1 If any of the provisions of This Master Agreement are unlawful, invalid or otherwise unenforceable, they will be severed from the remainder. The Terms and Conditions which are left will remain valid and enforceable.
16 THIRD PARTIES
16.1 This Master Agreement is not intended to and does not confer any rights on any person who is not a Party. Any person who is not a Party does not have the right to enforce any provision of This Master Agreement.
17 CIRCUMSTANCES BEYOND THE CONTROL OF THE PARTIES
17.1 Neither Party shall be liable for any delay or failure to do anything under This Master Agreement due to circumstances beyond the reasonable control of that Party. Such circumstances include – but are not limited to – industrial action, lock out, trade dispute, power failure, internet outage, fire, natural disaster or outbreak of war. As soon as is reasonably possible after the discovery of such circumstances, the affected Party must notify the other Party in writing of any anticipated or existing delay or failure in performance.
17.2 If the circumstances referred to in this clause continue for a period of longer than 31 days, either Party can end the contract by giving 14 days’ notice in writing to the other.
18.1 Any failure or delay by the Service Provider in using rights or powers provided by This Master Agreement shall not constitute a waiver of the whole or any part of This Master Agreement. The partial or sole use of any rights or powers provided by This Master Agreement shall not prevent any additional use of the same rights or powers. The rights, powers and remedies in This Master Agreement are additional to the rights of the Parties provided by law.
19 GOVERNING LAW AND JURISDICTION
19.1 This Master Agreement shall be governed by and construed in accordance with the law of the Netherlands and the court of Almelo will have exclusive jurisdiction in relation to them.