These general terms and conditions apply to every offer or quotation from XITENS regarding Services and form an integral part of every Agreement between XITENS and the Customer. Provisions or conditions set by the Customer that deviate from, or do not appear in, these General Terms and Conditions are only binding for XITENS if and insofar as they have been expressly accepted in Writing by XITENS.

Capitalized terms have the meaning stated in the last article.

Article 1. Formation of Contract

1.1 Customer can request the Services directly from the XITENS Website. The Agreement is concluded at the time of sending the (automatically generated or otherwise) email from XITENS containing the confirmation and acceptance of the application.
1.2 Agreements concluded are final. If the Customer is a consumer, the delivery of Services will commence immediately after ordering with the express consent of the Customer.

Article 2. Execution of the agreement

2.1 After the Agreement has been concluded, XITENS will fulfill it to the best of its ability and with sufficient care and craftsmanship.
2.2 XITENS will make every effort to achieve high-quality and uninterrupted availability of Services and associated systems and networks, and to provide access to data stored by the Customer. However, XITENS offers no guarantees about quality or availability, unless otherwise agreed in the quotation by means of a Service Level Agreement (SLA) designated as such.
2.3 Delivery terms stated by XITENS are always indicative, except where the applicable SLA sets terms that cannot be interpreted other than as a result obligation.
2.4 If and insofar as proper execution of the Agreement requires this, XITENS has the right to have certain work carried out by third parties. Any unexpected additional costs related to this will be borne by the Customer, unless otherwise agreed. These General Terms and Conditions also apply to the work performed by third parties in the context of the Agreement.
2.5 If this has been agreed, XITENS will provide the Customer with access to an Account. The Account will be accessible by entering a password and username. Every action that takes place through the Customer's Account or an Account created by the Customer is deemed to have taken place under the responsibility and risk of the Customer. If the Customer suspects or should reasonably suspect or know that misuse of an Account is taking place, the Customer must report this to XITENS as soon as possible so that it can take measures.
2.6 XITENS will remain available for a reasonable level of remote customer support by email, during regular business hours, unless the applicable SLA provides otherwise.
2.7 All changes to the Agreement, either at the request of the Client or as a result of the fact that a different execution is necessary due to whatever circumstances, will be regarded as additional work if additional costs are involved and as less work if they result in fewer costs. These will be invoiced to the Client accordingly.

Article 3. Obligations of the Customer

3.1 The Customer is obliged to do everything that is reasonably necessary and desirable to enable timely and correct execution of the Agreement. In particular, the Customer shall ensure that all information that XITENS indicates is necessary or of which the Customer should reasonably understand that it is necessary for the performance of the Services, is provided to XITENS in a timely manner. The period within which XITENS must execute the Agreement will not commence until all requested and required information has been received by XITENS.
3.2 If the Customer knows or suspects that XITENS will have to take certain (additional) measures in order to meet its obligations, the Customer will immediately inform XITENS of this. This obligation applies, for example, if the Customer knows or should foresee that there will be an extraordinary peak in load on the XITENS systems, which could in some likelihood cause unavailability of the Services. This is especially true if the Customer knows that Services are also provided to others via the same systems that XITENS uses to provide Services to the Customer. After warning, XITENS will do everything it can to prevent unavailability of the Services. Unless expressly agreed otherwise in Writing, all reasonable additional costs incurred may be charged to the Customer.
3.3 Under no circumstances may the Customer use the Services for Applications with Increased Risk.
3.4 If the Customer requires any permit or other permission from government agencies or third parties for the specific use that it gives or intends to give to the Services, the Customer must arrange for this to be obtained. The Customer guarantees to XITENS that it has all permits and/or permissions that are necessary for the use of the Services by the Customer.

Article 4. Rules of conduct and notice/takedown

4.1 The Customer is prohibited from using the Services to violate Dutch or other laws or regulations applicable to the Customer or XITENS or to infringe the rights of others.

XITENS is prohibited (whether legally or not) from offering or distributing Materials using the Services that:
are unmistakably primarily intended to assist others in violating the rights of third parties, such as websites with (exclusively or mainly) hacking tools or explanations about computer crime that are apparently intended to enable the reader to commit the described criminal behavior and not to be able to defend themselves against it;
be unmistakably libelous, defamatory, insulting, racist, discriminatory or hateful;
contain child pornography or bestiality pornography or are apparently intended to help others find such materials;
constitute a violation of the privacy of third parties, including in any case but not limited to the distribution of personal data of third parties without permission or necessity or repeatedly harassing third parties with unwanted communications from them;
contains unsolicited commercial, charitable or ideological communications;
contains malicious content such as viruses or spyware.
Distributing pornographic Materials through the Services is only permitted to the extent that this is expressly stated as permitted in the offer.

4.4 The Customer shall refrain from hindering other customers or internet users or causing damage to systems or networks of XITENS or other customers. The Customer is prohibited from starting processes or programs, whether or not via the XITENS systems, which the Customer knows or can reasonably suspect will hinder or damage XITENS, its customers or internet users.
4.5 If, in the opinion of XITENS, nuisance, damage or other danger arises for the functioning of the computer systems or the network of XITENS may recover the costs that are reasonably necessary associated with these measures from the Customer.
4.6 If XITENS receives a complaint about a violation of this article by the Customer, or finds that this appears to be the case, XITENS will inform the Customer of the complaint or violation as soon as possible. Customer will respond as soon as possible, after which XITENS will decide how to act.
4.7 If XITENS is of the opinion that a violation has occurred, it will block access to the Material in question, but without permanently removing this Material (unless this proves technically impossible, in which case XITENS will make a backup). XITENS will make every effort not to touch any other Materials. XITENS will inform the Customer as soon as possible of measures taken.
4.8 XITENS is at all times entitled to report any criminal offenses observed. Furthermore,
4.9 Although XITENS strives to act as reasonably, carefully and adequately as possible after complaints about the Customer, XITENS is never obliged to compensate damage as a result of measures as referred to in this article.
4.10 The Customer is permitted to resell (resell) the Services, but only in combination with or as part of the Customer's own products or services and without disclosing the name of XITENS as a supplier or subcontractor. The Customer must indemnify XITENS against all claims by its customers. XITENS may also take full action in the event of violations of these general terms and conditions by those customers.

Article 5. Application for domain names

5.1 Application, allocation and possible use of a domain name depend on and are subject to the applicable rules and procedures of the relevant registration authorities, such as the Netherlands Internet Domain Registration Foundation for .nl domain names. The relevant authority decides on the allocation of a domain name. XITENS only fulfills an intermediary role in the application and does not guarantee that an application will be honored.
5.2 The Customer can only learn the fact of registration from the confirmation from XITENS, which states that the requested domain name has been registered. An invoice for registration costs is not confirmation of registration.
5.3 The Customer indemnifies and holds XITENS harmless against all loss or damage related to the use of a domain name on behalf of or by the Customer. XITENS is not liable if the Customer loses its right or rights to a domain name, or if the domain name is applied for or acquired by a third party in the meantime, except in cases of intent or deliberate recklessness by the Customer.
5.4 The Customer must comply with the rules that registration authorities set for the application, allocation or use of a domain name. XITENS will refer to these rules during the registration procedure.
5.5
5.6 In the event of termination of the Agreement due to non-performance by the Customer, XITENS is entitled to cancel a domain name of the Customer subject to a notice period of one (1) month.

Article 6. Storage and data limits

6.1 XITENS may set a maximum on the amount of storage space or data traffic per month that the Customer may or can actually use in the context of the Services.
6.2 The limits are guaranteed by the operation of the systems and cannot be exceeded unless there is a hack or error. If such a hack or error was caused by the Customer or is attributable to the Customer, the Customer may subsequently be charged for exceeding the limit(s).
6.3 There is no liability for the consequences of not being able to send, receive, store or change data if an agreed limit for storage space or data traffic has been exceeded.
6.4 If an excessive amount of data traffic is caused by an external cause (such as a denial of service attack), XITENS is entitled to reasonably charge the costs to the Customer.

Article 7. Intellectual property rights

7.1 All intellectual property rights to all Materials developed or made available by XITENS in the context of the Agreement rest exclusively with XITENS or its licensors.
7.2 The Customer only obtains the user rights and powers that are explicitly granted in Writing in these General Terms and Conditions, the Agreement or otherwise and otherwise the Customer will not reproduce or make public these Materials. The aforementioned is an exception if it has clearly been inadvertently failed to provide the Customer with such a right in an express manner. However, release of source code of Materials is at all times only mandatory if explicitly agreed.
7.3 Unless and insofar as otherwise agreed in Writing, the Customer is not permitted to remove or change any indication regarding copyrights, brands, trade names or other intellectual property rights from these Materials, including indications regarding the confidential nature and secrecy of the Materials.
7.4 XITENS is permitted to take technical measures to protect its Materials. If XITENS has secured these Materials by means of technical protection, the Customer is not permitted to remove or circumvent this security, except if and to the extent that the law stipulates the contrary.

Article 8. Prices

8.1 Unless expressly stated otherwise for an amount, and unless it concerns a consumer customer, all prices quoted by XITENS are exclusive of sales tax and other levies imposed by the government.
8.2 If a price is based on information provided by the Customer and this information turns out to be incorrect, XITENS has the right to adjust the prices accordingly, even after the Agreement has already been concluded.
8.3 If the Agreement concerns a Subscription, XITENS is entitled to change the rates applied at any time.
8.4 The same conditions and procedures apply to price changes as to changes to the Services and these General Terms and Conditions.

Article 9. Payment Terms

9.1 XITENS will invoice the amounts owed by the Customer to the Customer. XITENS may issue electronic invoices. XITENS has the right to periodically charge amounts due prior to the delivery of the Services.
9.2 The payment term for an invoice is the term stated on the invoice, unless otherwise agreed in Writing.
9.3 If the Customer has not paid in full after 14 days after the payment term, he is automatically in default without notice of default being required.
9.4 If the Customer is in default, this will have the following consequences:

Statutory interest is due on the outstanding amount;
In addition to the amount owed and the interest due, the Customer is obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, lawyers, bailiffs and collection agencies;
the websites and other Materials hosted for the Customer may be made inaccessible without further notice until the outstanding amounts, interest and the like have been paid.

9.5 Unless the Customer is a consumer, an appeal by the Customer to suspension, settlement or deduction is not permitted.
9.6 In the event that the Customer fails to comply with any obligation under the Agreement, XITENS is entitled to take back goods delivered without any notice of default, in addition to suspension of Services, without prejudice to XITENS' right to compensation for damage, lost profits and interest.

Article 10. Liability

10.1 XITENS is not liable in the context of the conclusion or execution of the Agreement, except in the cases mentioned below, and up to the limits stated therein.
10.2 The total liability of XITENS for damage suffered by the Customer as a result of an attributable shortcoming in the fulfillment by VAT) that the Customer has paid under the Agreement up to the moment the damage occurred, or, if the Agreement has a duration of more than three (3) months, an amount equal to the fees that the Customer has paid in the last three (3) months. However, under no circumstances will the total compensation for direct damage exceed one thousand (1,000) euros (excluding VAT).
10.3 XITENS is expressly not liable for:
a) any damage suffered as a result of measures taken by XITENS in good faith, but which nevertheless turned out to have been wrongly imposed;
b) damage resulting from unavailability of the Services, lost data and breach of technical or organizational security measures, and
c) indirect damage, consequential damage, lost profits, lost savings and damage due to business stagnation.
10.4 The liability of The notice of default must contain as detailed a description as possible of the shortcoming, so that XITENS is able to respond adequately. The notice of default must be received by XITENS within 14 days after discovery of the damage.
10.5 The exclusions and limitations referred to in this article will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the management of XITENS.
10.6 The Customer is liable to XITENS for damage caused by an error or shortcoming attributable to him. The Customer indemnifies XITENS against claims regarding failure to comply with the rules of conduct in article when using the Services by or with the permission of the Customer. This indemnification also applies to persons who are not employees of the Customer, but have nevertheless used the Services under the responsibility or with the permission of the Customer.

Article 11. Force majeure

11.1 Neither party can be held to fulfill any obligation if a circumstance beyond the control of the parties and which could not or should not have been foreseen at the time of concluding the Agreement, nullifies any reasonable possibility of compliance.
11.2 Force majeure also includes (but is not limited to): disruptions to public infrastructure that is normally available to disruptions to XITENS infrastructure and/or Services that are caused by computer crime, for example (D)DOS attacks or successful or unsuccessful attempts to circumvent network security or system security; shortcomings of suppliers of Defectiveness of goods, equipment, software or other source material the use of which Customer has prescribed; Unavailability of staff members (due to illness or otherwise); government measures; general transportation problems; strikes; wars; terrorist attacks and civil unrest.
11.3 If a force majeure situation lasts longer than three months, each party has the right to terminate the agreement In Writing. In that case, what has already been performed under the agreement will be settled proportionately, without the parties owing each other anything.

Article 12. Confidentiality

12.1 The parties will treat information that they provide to each other before, during or after the execution of the Agreement as confidential when this information is marked as confidential or when the receiving party knows or should reasonably suspect that the information was intended as confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them for the implementation of the Agreement.
12.2 XITENS will not take note of data that the Customer stores and/or distributes through In that case, XITENS will make every effort to limit access to the data as much as possible, insofar as this is within its power.
12.3 The obligation of confidentiality also continues after termination of the Agreement for any reason, for as long as the providing party can reasonably claim the confidential nature of the information.

Article 13. Duration and termination

13.1 The Agreement is entered into for an indefinite period, unless expressly agreed otherwise.
13.2 Customer can terminate the Agreement at any time with a notice period of one (1) month.
13.3 XITENS may terminate the Agreement with a notice period of one (1) month.
13.4 XITENS may immediately suspend or terminate the Agreement in Writing if at least one of the following special grounds applies:
a) Customer is in default with regard to a material obligation
b) Customer's bankruptcy has been filed;
c) Customer has applied for suspension of payment;
d) The Customer's activities are terminated or liquidated.
13.5 If XITENS suspends the fulfillment of its obligations, it retains its claims under the law and the Agreement, including the claim for payment for the Services that have been suspended.
13.6 If the Agreement is terminated or dissolved, XITENS' claims on the Customer are immediately due and payable. In the event of termination of the Agreement, amounts already invoiced for services performed remain due, without any obligation to cancel. In the event of termination by the Customer, the Customer may only terminate that part of the agreement that has not yet been executed by XITENS. If the termination is attributable to the Customer, XITENS is entitled to compensation for the damage that arises directly and indirectly as a result.
13.7 The right to suspension in the above cases applies to all Agreements concluded with the Customer simultaneously, even if the Customer is only in default with regard to one Agreement, and without prejudice to XITENS' right to compensation for damage, lost profit and interest.
13.8 This notice period of one (1) month applies to all Services and Subscriptions of XITENS, unless mandatory law prescribes otherwise.

Article 14. Procedure after Termination

14.1 After termination of the Agreement, as a result of cancellation or dissolution, XITENS is entitled to immediately delete all stored data or make it inaccessible and to close all Customer Accounts.
14.2 The deletion of data stored for the Customer takes place as standard without special precautions to make the deletion irreversible, but can be done on request for an additional fee using a software data shredder.

Article 15. Ranking and changes to conditions

15.1 XITENS reserves the right to change or supplement the Services and these General Terms and Conditions. Changes also apply to agreements already concluded, subject to a period of 30 days after announcement of the change.
15.2 Changes will be announced via an electronic ticket system, or by e-mail to the Customer, or another channel through which XITENS can prove that the announcement has been received by the Customer. Non-substantive changes of minor importance can be made at any time and do not require notification.
15.3 If the Customer does not wish to accept a change, the Customer must inform XITENS in writing, stating the reasons, within two weeks after notification. XITENS may then reconsider the change. If XITENS does not withdraw the change, the Customer can terminate the agreement on that date until the date on which the new conditions come into effect.
15.4 Provisions relating to specific Services, if applicable, take precedence over general provisions relating to all services. Further agreements between

Article 16. Other provisions

16.1 Dutch law applies to the Agreement.
16.2 Unless otherwise prescribed by mandatory law, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court for the district in which XITENS is located.
16.3 If any provision of the Agreement proves to be void, this will not affect the validity of the entire agreement. In that case, the parties will establish a new provision(s) to replace it, which will reflect the intention of the original Agreement and General Terms and Conditions as much as is legally possible.
16.4 Information and communications, including price indications, on the XITENS Website are subject to programming and typing errors. In the event of any inconsistency between the Website and the Agreement, the Agreement shall prevail.
16.5 The log files and other electronic or non-electronic administration of XITENS constitute full proof of statements made by XITENS and the version of any (electronic) communication received or stored by
16.6 The parties will always inform each other immediately in Writing of any changes in name, postal address, e-mail address, telephone number and, if requested, bank or giro number.
16.7 Each party is only entitled to transfer its rights and obligations under the Agreement to a third party with the prior Written consent of the other party. However, this permission is not necessary in the event of a company takeover or takeover of the majority of the shares of the party in question.

Article 17. Definitions of Terms Used

In these conditions the following definitions apply: XITENS: The company XITENS, located in Amsterdam and registered with the Chamber of Commerce under file number 83553983.

XITENS Website: The XITENS website, accessible via the domain https://www.xitens.nl.
Abonnement: The Agreement under which one or more of the parties undertakes to perform continuously or repeatedly for a certain period of time (e.g. a 12-month hosting contract).
Account: The right of access to a user interface with which the Customer can manage and configure (certain aspects of) the Services, as well as the configuration(s) and the files themselves stored for the Customer.
General terms and conditions: The provisions of this document.
Customer: The natural person or legal entity with whom XITENS has concluded an Agreement. This also includes the person who enters into or is negotiating with XITENS, as well as his representative(s), authorized representative(s), legal successor(s) and heirs.
Services: The products and/or services that XITENS will supply to the Customer under an Agreement.
Materialen: All works, such as websites and (web) applications, software, corporate identities, logos, folders, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and other products of the mind, as well as preparatory material thereof and (encrypted or not) files or data carriers on which the Materials are located.
Agreement: Any agreement between XITENS and Customer on the basis of which XITENS provides Services to Customer.
Written: In addition to paper writings, also e-mail and communication by fax, provided that the identity of the sender and the integrity of the message are sufficiently established.
Applications With Increased Risk: Applications where an error in the Services can lead to death or serious injury, serious environmental damage or loss of (personal) data with very high consequential damage. Examples of Applications with an increased risk are: transport systems where an error can result in trains derailing or aircraft crashing; medical systems where an error can result in a patient not being able to receive treatment or receiving the wrong treatment; systems on which a substantial part of the population depends for the provision of crucial government services, such as DigiD; systems in which (many) medical data or other special data within the meaning of the Personal Data Protection Act, or otherwise very sensitive data, are stored.
Additional terms: In addition to our General Terms and Conditions, the Data Processing Agreement applicable.
These general terms and conditions have been filed at the office of the Chamber of Commerce in Amsterdam under file number 83553983.

General terms and conditions

XITENS