Services : The Service Provider agrees to provide datacenter services as described in the quote. The services may include but are not limited to equipment installation, configuration, maintenance, troubleshooting, and technical support. Timeline : The Service Provider will make every effort to complete the services within the agreed-upon timeline. However, delays may occur due to unforeseen circumstances. The Service Provider will promptly notify the Client of any significant delays and work towards resolving them. Payment : The Client agrees to pay the Service Provider the amount specified in the quote for the services provided. Payment terms, including the due date and accepted payment methods, will be outlined in the quote. Expenses : Any additional expenses incurred during the provision of services, such as travel expenses or equipment/material costs, shall be reimbursed by the Client. These expenses will be communicated and agreed upon in advance, whenever possible. Intellectual Property : The Service Provider acknowledges that certain software may be developed or used in the course of providing the services. Ownership and rights to the software shall be addressed as follows: Client-Owned Software: If the software used by the Service Provider is owned by the Client and provided to the Service Provider for the purpose of delivering the services, the Client retains all rights, title, and interest in such software. The Service Provider shall not claim any ownership rights to the Client-owned software. Service Provider-Owned Software: If the Service Provider develops new software specifically for the purpose of delivering the services, the Service Provider retains all rights, title, and interest in such software, unless otherwise agreed upon in writing between the Service Provider and the Client. License to Client: In the case of Service Provider-owned software developed for the Client, the Service Provider grants the Client a non-exclusive, non-transferable license to use the software solely for its intended purpose as outlined in the scope of work. The Client shall not modify, distribute, sublicense, or reverse engineer the software without the prior written consent of the Service Provider. Confidentiality of Software: Both parties agree to treat any software provided or developed under this agreement as confidential information and shall not disclose or make it accessible to any third parties without the written consent of the other party. Confidentiality: Both parties agree to maintain the confidentiality of any proprietary or sensitive information obtained during the provision of services. This includes, but is not limited to, customer data, business strategies, and technical information. The confidentiality obligations shall survive the termination of this agreement. Insurance: The Service Provider represents that they maintain appropriate liability insurance coverage. The Client acknowledges that the Service Provider’s liability is limited to the coverage provided by their insurance policy, and the Client will not hold the Service Provider liable for any damages or losses beyond the coverage provided. Indemnification: The Client agrees to indemnify, defend, and hold the Service Provider harmless from any claims, liabilities, costs, or expenses (including reasonable attorney fees) arising out of the Client’s use of the services, breach of the agreement, or violation of any applicable laws or regulations. Subcontractors: The Service Provider may engage subcontractors to assist in the provision of services. The Service Provider shall remain responsible for the actions and performance of subcontractors and ensure that subcontractors adhere to the terms and conditions of this agreement, including confidentiality obligations. Warranty: The Service Provider warrants that the services provided will be performed with reasonable care and skill. Any warranty or guarantee provided for the services will be specified in the attached quote. The Client’s sole remedy for breach of warranty shall be the correction or re-performance of the services. Force Majeure: Neither party shall be liable for any failure or delay in the performance of their obligations under this agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, strikes, lockouts, acts of government, or other similar events. In the event of such a delay, the affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact of the delay. Non-Solicitation: During the term of this agreement and for a period of [insert duration, e.g., 1 year] thereafter, the Client agrees not to directly or indirectly solicit, employ, or engage any employees or contractors of the Service Provider involved in the provision of services, without the prior written consent of the Service Provider. Termination for Convenience: Either party may terminate this agreement for convenience upon 7 days prior written notice to the other party. In such cases, the Client shall pay for all services provided up to the effective termination date. Termination: Either party may terminate this agreement with written notice if the other party fails to fulfill its obligations under this agreement. Upon termination, the Client shall pay for all services rendered up to the termination date. Liability: The Service Provider will exercise reasonable care and skill in the provision of services. However, the Service Provider shall not be liable for any direct, indirect, incidental, or consequential damages arising out of the services provided or any actions taken or not taken based on the provided services. Governing Law: This agreement shall be governed by and interpreted in accordance with the laws of The Netherlands. Any disputes arising from this agreement shall be subject to the exclusive jurisdiction of the courts in The Hague. Entire Agreement: This agreement, including any attached quote, constitutes the entire agreement between the Service Provider and the Client and supersedes all prior discussions, negotiations, and understandings, whether oral or written. Any amendments or modifications to this agreement must be made in writing and signed by both parties. Severability: If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the agreement. Waiver: The failure of either party to enforce any provision of this agreement shall not be deemed a waiver of such provision or the right to enforce it. Any waiver of a provision must be in writing and signed by the party granting the waiver. Headings: The headings used in this agreement are for convenience only and shall not affect the interpretation or construction of the agreement. Counterparts: This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This agreement is executed and entered into as of June 1, 2023.