Terms and Conditions

Article 1 Parties

1. Full Stack Development: operating under the name Thalassa Cloud, registered with the Chamber of Commerce under number 77874242, located at Looierstraat 5, 6882 BW Velp, user of these general terms and conditions.
2. Further details of Thalassa Cloud:
   • Website: thalassa.cloud
   • Email: [email protected]
   • VAT identification number: NL003253479B55
3. The Customer: the (potential) purchaser of the services offered by Thalassa Cloud.

Article 2 Applicability

1. Thalassa Cloud declares these general terms and conditions applicable to any offer from Thalassa Cloud and any agreements, whether resulting from such offers or not, that the parties, or their successors, have entered into with each other. As long as the content hereof has not been amended and/or no more specific conditions between the parties apply, these general terms and conditions will also apply to future contractual relationships between the parties, or their successors.
2. Deviations from these conditions only apply if they have been expressly agreed upon in writing by the parties.
3. General (purchase) conditions of The Customer are expressly excluded from the agreement.
4. Third parties engaged by Thalassa Cloud in the execution of the agreement may also invoke these general terms and conditions.
5. If one or more provisions (or parts thereof) of these general terms and conditions are void or nullified, the other provisions of these general terms and conditions will remain in effect. The parties will then consult to agree on new rules to replace the void or nullified provisions, with the aim of reflecting as closely as possible the purpose and intent of the void or nullified provisions.

Article 3 Offer, Account, and Agreement

1. Any offer, whether in the form of a quotation or otherwise, is entirely and unconditionally non-binding and revocable and has a validity period of 14 days unless otherwise stated in writing by Thalassa Cloud.
2. The prices listed on the website or in any other form of offer are in Euros, exclusive of VAT, and subject to taxes, surcharges, and other factors.
3. All indications provided by Thalassa Cloud regarding numbers, size, color, and other specifications of the services to be delivered in the shown or provided drawings, images, videos, photos, or models are merely indications. A slight deviation from this in the delivered services does not lead to a failure to fulfill the agreement on the part of Thalassa Cloud.
4. Obvious mistakes and clerical errors in the offer are not binding on Thalassa Cloud.
5. An offer does not automatically apply to subsequent assignments, reorders, or extensions.
6. The agreement is concluded after both parties have signed a written offer, after Thalassa Cloud has confirmed a written acceptance, after an order via the website has been confirmed by Thalassa Cloud, or after Thalassa Cloud, or a third party on its behalf, has commenced execution.
7. If an assignment is given by multiple Customers, all Customers are jointly and severally bound to the agreement. If Thalassa Cloud accepts the assignment with multiple Customers, each Customer is responsible for their own actions. Article 7:407 paragraph 2 of the Dutch Civil Code is excluded.
8. It is not allowed to provide login details to third parties. It is not allowed to use login details of third parties to access other services. The Customer is responsible for any use/action that is taken via the Customer's account, whether or not with the Customer's permission. The Customer is obligated to report any unauthorized use of the Customer's account to Thalassa Cloud as soon as possible.

Article 4 Execution/Delivery

1. Thalassa Cloud takes care of the Customer's interests within the limits of the assignment provided. Thalassa Cloud will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The Customer acknowledges that Thalassa Cloud has artistic freedom in the execution of the agreement, insofar as no specific characteristics, functions, or wishes of the Customer are recorded in the main agreement/quotation. All services provided by Thalassa Cloud are executed on the basis of a best-effort obligation unless and to the extent that Thalassa Cloud has explicitly promised a result in the written agreement, and the relevant result is also described with sufficient specificity. Thalassa Cloud has the right to execute everything that is not explicitly described in the assignment according to its own technical and creative insight. The obligation to pay fees is therefore in no way dependent on the outcome of the assignment or the result.
2. Thalassa Cloud will attempt to fulfill the assignment within the indicated/estimated period. This period is not fatal, so the Customer must first declare Thalassa Cloud in default, providing a generous and reasonable period of at least 30 days before any remedy can be pursued.
3. Thalassa Cloud is free to have the assignment and/or delivery executed by third parties. Article 7:404 of the Dutch Civil Code is expressly excluded from the agreement.
4. Thalassa Cloud is entitled at any time to fulfill the agreement in partial deliveries/phases.
5. The Customer accepts that the timeline of the assignment may be influenced if the parties decide in the interim to change the approach, method, or scope of the assignment and the resulting work. If interim changes in the execution of the assignment become necessary due to the Customer, Thalassa Cloud will make the necessary adjustments at the Customer's request. If this leads to additional work, Thalassa Cloud will charge the Customer for this as an additional assignment. Thalassa Cloud may charge the Customer the extra costs for changing the assignment unless the change or addition is due to circumstances attributable to Thalassa Cloud. This latter situation does not lead to a reduction in the principal sum(s).
6. The Customer guarantees that digitally supplied material does not infringe on the rights of third parties, is safe, and does not contain viruses or other harmful content that could in any way damage the computer systems, computer programs of Thalassa Cloud, and/or third parties.
7. Without the written consent of Thalassa Cloud, the Customer is not allowed to resell or make available to third parties the services provided by Thalassa Cloud. The Customer indemnifies, also in the case of consent, Thalassa Cloud against all third-party claims for liability resulting from a defect in the services provided by Thalassa Cloud to the Customer, which the Customer has resold to a third party. The Customer will not attempt to hack the software and/or set up websites that present themselves as part of Thalassa Cloud. The Customer is not entitled to reproduce, copy, duplicate, or resell parts of the software without the consent of Thalassa Cloud.
8. Thalassa Cloud reserves the right to temporarily take all services, such as servers or software, out of service for maintenance, adjustments, or improvement of Thalassa Cloud's computer systems. Thalassa Cloud will carry out such downtime as much as possible outside office hours. Thalassa Cloud will never be obliged to pay compensation to the Customer due to such downtime.
9. Thalassa Cloud will strive to publish the services in the best possible quality and keep them active for the entire agreed period. However, Thalassa Cloud does not guarantee the continuous quality and quantity of the services. Thalassa Cloud is in no way liable for any damage resulting from the (temporary) unavailability (in whole or in part) of the services. Thalassa Cloud, therefore, does not guarantee the availability of the services.
10. At a time after delivery, it may become apparent that the services are no longer displayed or no longer function optimally due to external circumstances, such as in the case where the network operator no longer supports the service, Thalassa Cloud's supplier goes bankrupt, or the used template or plug-in is no longer developed/supported. If the Customer requires that in these cases, the services function optimally and are displayed again, the Customer must enter into an additional service agreement.
11. Unless otherwise agreed, Thalassa Cloud is entitled to implement technical measures to protect equipment, software, or data files. These measures may impose limitations on the content or duration of the use by the Customer. The Customer will not remove or bypass these measures.
12. Thalassa Cloud will regularly release updates in connection with maintenance or optimization of the services for ongoing services. Thalassa Cloud does not need the Customer's permission for this. Updates may bring changes to the functionalities. The provisions of this agreement and general terms and conditions also apply to the new version.
13. Unless otherwise agreed, Thalassa Cloud is never obliged to create and maintain backups on behalf of the Customer. Thalassa Cloud voluntarily and unconditionally maintains a backup, which is available for a maximum of 48 hours. Any backups made will, in any case, be destroyed after termination of the agreement, unless a legal obligation determines otherwise.
14. Unless otherwise agreed, the Customer is responsible for maintaining adequate security.
15. Unless otherwise agreed, the Customer is responsible for managing the services, such as checking settings. Unless otherwise agreed, the Customer is also responsible for configuring and maintaining the hardware required for Thalassa Cloud's services.

Article 5 Prices, Payment, and Suspension

1. The offer has been established in good consultation. By concluding the agreement, the parties consider the prices reasonable and fair.
2. A composite price offer does not obligate Thalassa Cloud to perform part of the assignment at a corresponding part of the specified price.
3. Unless otherwise agreed, the Customer must pay the entire amount due in full immediately prior to delivery.
4. If payment is made on invoice, payment must be made within 14 days of receiving the invoice by bank transfer. Thalassa Cloud is entitled to invoice immediately after the agreement is concluded.
5. If the agreed payment term is exceeded, Thalassa Cloud is immediately entitled to charge the Customer a delay interest of 1% of the principal sum per month, as well as an amount for extrajudicial collection costs. The latter costs amount to 15% of the principal sum owed, with a minimum of EUR 125, excluding VAT.
6. Without express and written permission from Thalassa Cloud, the Customer is not allowed to apply set-off, suspension, or withholding with regard to payment obligations.
7. Thalassa Cloud has the right to cease its work or temporarily take the services provided (temporarily) out of service and/or limit their use as long as the Customer does not fulfill an obligation towards Thalassa Cloud under the agreement or acts in violation of these general terms and conditions.
8. In the case of continuing contracts, Thalassa Cloud is entitled to increase the rates by, for example, indexing according to the applicable CBS figure. In any case, Thalassa Cloud is entitled to increase the price once a year without the Customer's consent by a maximum of 3%. If Thalassa Cloud wishes to impose a higher price increase, it has a notice period of 1 month, during which the Customer has the right to terminate the agreement in writing within that period. If this is not done, the Customer is deemed to agree to the price increase.

Article 6 Duration and (Early) Termination of the Agreement

1. Article 7:408 of the Dutch Civil Code is expressly excluded from the agreement. The Customer cannot, therefore, terminate the agreement prematurely unless otherwise stated in the agreement.
2. Continuing contracts that have been agreed upon end over time and cannot be terminated prematurely by the Customer and therefore only end after the agreed term, as stated in the main contract. If nothing is specified therein, a term of one year applies. The continuing contracts are automatically renewed for the same duration. Termination of a continuing contract must be done in writing at the end of the term with a notice period of at least 3 months.
3. Thalassa Cloud has the right to terminate the agreement with the Customer with immediate effect for the future by means of a written notice without (further) prior notice of default if:
   • The Customer ceases or otherwise liquidates its business activities entirely or partially and/or significantly changes its business activities without prior written permission from Thalassa Cloud or transfers them to a third party;
   • The Customer is granted (provisional) suspension of payments or is declared bankrupt, the Customer submits a request for the application of a debt restructuring scheme, or the Customer is placed under guardianship or administration;
   • A right belonging to the Customer is seized.
4. In the event of termination of the agreement, all payments owed by the Customer to Thalassa Cloud are immediately due and payable in full. In addition, Thalassa Cloud is entitled to claim the positive contractual interest if the agreement had continued until the first possible regular termination date.

Article 7 Warranty and Liability

1. The Customer is obliged to check each delivery and execution, whether in phases or otherwise, immediately, but within 12 hours, for conformity with regard to quantity and quality. If the performance does not meet the agreement and therefore constitutes a defect, the Customer must inform Thalassa Cloud within 24 hours after discovering or reasonably being able to discover it.
2. After providing the information as referred to in the previous paragraph, Thalassa Cloud will repair or replace the defect at no cost within reason. If neither of the aforementioned two remedies resolves the defect effectively, the Customer has the right to terminate the agreement. The foregoing applies without the Customer being entitled to any compensation from Thalassa Cloud.
3. Thalassa Cloud is entitled to postpone the start of the services that belong to a phase until the Customer has approved the results of the preceding phase in writing.
4. If the defect has arisen due to an error attributable to the Customer or if the Customer has informed Thalassa Cloud too late about the defect, their right to any remedy/warranty lapses. The burden of proof regarding the attribution of the error lies with the Customer.
5. The existence of a defect does not suspend the Customer's payment obligation.
6. The Customer never has the right to any remedy if the Customer is found to be at fault or negligent. The burden of proof that a fault is not attributable to the Customer lies with the Customer. The Customer is obliged to handle the services with due care and must properly instruct its employees in the correct use, namely the use in accordance with the usage instructions from Thalassa Cloud. These usage instructions and instructions are carefully prepared and provided and are intended to prevent damage. Consequently, Thalassa Cloud cannot be held liable for (the portion of) damage that could have been prevented if the usage instructions or instructions had been followed.
7. If Thalassa Cloud is liable to the Customer, this liability is at all times limited to the amount to which the professional or business liability insurance taken out by Thalassa Cloud entitles, or, if an insurer does not make a payment, to the amount of the fee that Thalassa Cloud received for the work that caused the damage, increased by 15%.
8. The liability of Thalassa Cloud never includes consequential damage and, except for intent or gross negligence, also does not include property damage, immaterial damage, and lost profit.
9. The Customer indemnifies Thalassa Cloud against third-party damage arising in connection with the agreement due to Thalassa Cloud's actions, including an omission, based on the information, data, and documents provided too late and/or incorrectly or incompletely by the Customer.
10. In all cases, the period within which Thalassa Cloud can be held liable for compensation is limited to 12 months.
11. Thalassa Cloud does not accept any liability for the spread of any virus-infected information.
12. Thalassa Cloud does not accept any liability for the consequences of actions by third parties who gain access to the Customer's software or information, such as hacks or internet fraud, and, for example, make changes to it.
13. Thalassa Cloud's services are based on data that Thalassa Cloud receives from external sources. Thalassa Cloud does not guarantee the accuracy of the data used. Thalassa Cloud's services are a snapshot; therefore, the outcome of the delivered service may vary in the meantime. Thalassa Cloud's services are merely an indication, and the Customer is expected to check the service at their own expense and risk. Unless otherwise agreed, no guarantees can be provided regarding the outcome of the services.

Article 8 Privacy and Intellectual Property

1. The Customer is aware and agrees that Thalassa Cloud, under its responsibility, processes the (personal) data of the Customer and third parties. The Customer guarantees that all requirements for the lawful processing of the (personal) data, based on, for example, the GDPR, which are entered or processed by the Customer or third parties in the software or otherwise hosted or processed by Thalassa Cloud, have been met. The responsibility for these data lies with the Customer. The Customer guarantees to Thalassa Cloud that the data are not unlawful and do not infringe on the rights of third parties. The Customer indemnifies Thalassa Cloud from any legal action by third parties, for any reason, in connection with these data or the execution of the agreement.
2. Based on legislation regarding the processing of personal data (such as the GDPR), the Customer may have obligations towards third parties, such as the obligation to provide information, as well as to grant access, correct, and delete personal data of data subjects. The responsibility for fulfilling these obligations rests fully and exclusively with the Customer. Thalassa Cloud will provide as much cooperation as is technically possible and reasonably expected of it in fulfilling the obligations to be fulfilled by the Customer. The costs associated with this cooperation are not included in the agreed prices and fees of Thalassa Cloud and are fully borne by the Customer.
3. Thalassa Cloud reserves the right to use the knowledge, software developed, and other intellectual property rights acquired through the execution of the work for other purposes, provided that no confidential information is brought to the attention of third parties.
4. Thalassa Cloud reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual property legislation. The Customer is granted a non-exclusive, non-transferable, and non-sublicensable license for the use of the delivered services. The Customer is not entitled to resell/transfer or edit the software. Thalassa Cloud is unrestrictedly entitled to reuse parts of the productions.
5. The Customer does not become the owner of the delivered service, such as software applications, unless otherwise agreed or licenses are bought out or if the Customer wishes to purchase a copy of the desired programming language for the software application.

Article 9 Force Majeure

1. Force majeure, in addition to what is understood by it in law and jurisprudence, includes all external causes, whether foreseen or unforeseen, over which Thalassa Cloud has no influence. These include, but are not limited to, synflood, network attack, DoS or DDoS attacks, war, business interruptions, strikes, traffic disruptions, unforeseeable stagnation, disruptions or failures in energy supply, internet or other (tele)communication facilities, transport difficulties, fire, loss or damage during transport, and government measures.
2. During force majeure, Thalassa Cloud's obligations are suspended. If performance becomes impossible due to force majeure for longer than two months, or if there are other circumstances making it disproportionately difficult for Thalassa Cloud to fulfill its obligations, Thalassa Cloud is entitled to terminate the agreement in whole or in part without judicial intervention by notifying the Customer, without any obligation to pay compensation.
3. If Thalassa Cloud has already partially fulfilled its obligations at the time of the occurrence of force majeure, it is entitled to invoice the delivered or performed part separately or to partially credit it if prepayments were made.

Article 10 Amendments to the General Terms and Conditions

In the case of continuing contracts that end over time, Thalassa Cloud reserves the right to amend or supplement these general terms and conditions. Amendments also apply to agreements already concluded, subject to a period of 30 days after notification of the amendment. Amendments of minor importance can be made at any time. If the Customer does not wish to accept an amendment to these general terms and conditions, they must notify this in writing before the date on which the new general terms and conditions take effect.

Article 11 Forum, Choice of Law, and Transfer of Rights

1. Thalassa Cloud is authorized to transfer its rights and obligations under this agreement to a third party. The Customer is only authorized to transfer its rights and obligations to a third party with Thalassa Cloud's written consent.
2. These and other agreements between the parties are exclusively governed by Dutch law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Should a legal obligation arise between the parties in the future, other than resulting from an agreement, Dutch law also applies to that obligation.
3. If a dispute arises from the agreement between the parties, the court in the district where Thalassa Cloud has its (main) place of business has exclusive jurisdiction. In the event that a dispute arises between the parties regarding non-contractual obligations, the court in the district where the municipality in which Thalassa Cloud has its (main) place of business is also exclusively competent.