Tentostack General Terms and Conditions
Version: 2.0
Date: 1 January 2019
Definitions
Tentostack: a trade name of Tentostack B.V., established in Utrecht and listed in the Trade Register of the Chamber of Commerce under file number 72542004.
Services: Tentostack is an official service provider. In this capacity, Tentostack offers access to its automated systems for web site testing. The aforementioned activities constitute basic services.
Client: the natural person acting in a professional capacity or legal entity having entered into an agreement with Tentostack. The Client may also be a retailer. For the purposes of these General Terms and Conditions, retailers will be referred to as ‘Reseller’. Resellers are subject to supplementary terms and conditions.
Account: the online environment made available by Tentostack for the purpose of enabling the Client to apply for, administer or configure Services. Amongst other channels, this environment can be accessed via the Website.
Licenses: the right to use software owned by one of Tentostack’s suppliers or by Tentostack itself.
Agreement: the agreement between Tentostack and Client by virtue of which Tentostack will provide the Services, and of which these General Terms and Conditions are a part.
Website: www.tentostack.com or any of its sub-domains and other domain extensions.
General Terms and Conditions: these terms and conditions.
Offer and acceptance
The Agreement between Tentostack and the Client will take effect when the Client (1) creates an Account on the Website, (2) places an electronic order via his Account which is subsequently confirmed or (3) accepts an offer issued by Tentostack. Any such offers must be signed by Tentostack. Tentostack requires the Client to check the order confirmation and to contact Tentostack within eight hours if any errors are to be verified.
If an order can only be partially filled, the Client is expected to agree to a partial delivery.
The due amount will be specified on the Website and during the process of ordering via the Account. The description of the Services as featured on the Website or specified in the offer will be binding. Upon extending Services automatically or otherwise, Tentostack will notify the Client of the rates applicable at that time.
Tentostack may draw up an offer in which it specifies what the Service includes and what amount will be owed upon acceptance of the Agreement.
An offer is without obligation and is valid for 30 days after the date it was sent by Tentostack, unless stated otherwise in the offer.
If the information provided by the Client proves to be incorrect, Tentostack has the right to adjust the prices accordingly.
Provisions or terms and conditions stipulated by the Client that differ from, or do not appear in these General Terms and Conditions will only be binding upon Tentostack if and to the extent that these have been expressly accepted by Tentostack in writing.
Tentostack is entitled to refuse a Client at its own discretion without stating reasons.
The Agreement will take effect as soon as Tentostack has received notification of acceptance by the Client.
In the event provisions in the Agreement or its appendices, or in these General Terms and Conditions are inconsistent with one another, the following order of rank applies:
the Agreement;
any Appendices;
any Service Level Agreement;
the General Terms and Conditions;
any supplementary conditions.
Performance of the Service
After the Agreement has been concluded, Tentostack will perform the Services as soon as possible in accordance with the offer or electronic order.
To the extent it has not been otherwise agreed in writing, Tentostack will guarantee that the Service will be performed to the best of its ability with due care and professional competence.
If and where required for the proper performance of the Agreement, Tentostack has the right to have certain activities performed by third parties.
The Client is obliged to do everything that is reasonably required and desired to ensure that the Service is performed correctly in a timely manner. In particular the Client will ensure that all information designated by Tentostack as essential or in respect of which the Client should reasonably understand that it is required for the purpose of performing the Services, is provided to Tentostack in a timely fashion.
If the above forms part of the Services, Tentostack will provide the Client with an administrative user name and a password. These data will offer the Client access to the Account.
Each action performed by means of the Client’s Account is deemed to take place under the risk and responsibility of the Client. In the event of suspected misuse of an account, the Client must duly notify Tentostack as soon as possible so that appropriate measures can be taken by Tentostack. The Client is fully responsible for any consequential damages, including user costs and compensations with a minimum of € 2,500, not including VAT.
The Client is entitled to create users (employees) and provide them access to the Account. This does not affect the responsibility of the Client as described in the previous subclause of this Article.
The Client must provide all details truthfully. Tentostack is entitled to request that the Client provide proof of the details provided. If the Client cannot provide such proof or the details prove to be incorrect, Tentostack is entitled to terminate its Agreement or Agreements with the Client with immediate effect and to delete the Client’s Account. The above will not require the intervention of a competent court.
The Client is obliged to read its email on a regular basis: at least once every two weeks, but more frequently if required for the purposes of the registry procedure. If an addressee’s email inbox is full, Tentostack is entitled to return emails to the sender.
The Client declares that it is familiar with and, if applicable, accepts the documents incorporated in the Knowledge Base, including (but not limited to) the rules of conduct and the applicable (registry) conditions.
Tentostack has the right to take products and services out of use, temporarily or otherwise, and/or to limit their use, or to provide these only to a limited extent, or not at all, if the Client does not fulfil an obligation towards Tentostack as stipulated in the Agreement or acts in breach of these Terms and Conditions.
Resellers
Insofar as the Services extend to the resale or lease or otherwise to the provision for a fee of Tentostack products or services by the Reseller to its customers, the provisions in this article also apply.
When engaging in Resale activities, the Reseller will act in its own name and at its own expense and risk, and is not entitled to enter into any agreements for or on behalf of Tentostack, or give the impression that it is a representative or agent of Tentostack.
The Reseller will fully cooperate with any customer requests to provide the identity of the registrar (Tentostack).The Reseller is free to determine which products and services it provides to its customers at which price, within the boundaries set out by Tentostack in the offer.
As regards the products and services provided to its customers, the Reseller must – at minimum – impose the same obligations upon its customers as those to which it is subjected by Tentostack. Tentostack may request that the Reseller provide proof to this effect.
The Reseller is obliged to inform its customers of Tentostack’s identity by means of the registration agreement, or offer them a way of identifying Tentostack such as a link to the InterNIC Whois service.
In the event that customers fail to pay or fail to do so in a timely fashion, this will not discharge the Reseller from its payment obligations towards Tentostack.
Tentostack will not contact any Reseller customers directly unless there are urgent grounds to do so (at the sole discretion of Tentostack) or the Reseller has granted permission for direct contact. Damages (or the threat thereof) and inconvenience to third-parties as a result of the activities undertaken by Reseller customers or the Reseller itself are regarded as grounds for such direct contact. If customers of the Reseller approach Tentostack in any way with a request to implement modifications, and the Reseller itself failed to respond appropriately to those requests, Tentostack shall be entitled to implement the requested modifications (or arrange for them to be implemented), at its own discretion, in the name of the Reseller and for the account and risk of the Reseller. The Reseller shall fully indemnify Tentostack against any claims that Tentostack might receive in this connection.
In its promotional or commercial communications, the Reseller is not entitled to use any trade names, brand names, logos or signs owned by Tentostack with the aim of using Tentostack’s goodwill or good name to recruit customers without the prior written permission of Tentostack. The Reseller is entitled to communicate its use of Tentostack products and services in a businesslike manner.
The Reseller is fully liable at all times for its customers’ actions and omissions via Tentostack systems and networks, or those of its suppliers, and indemnifies Tentostack in this regard.
In the event that the Agreement is dissolved or terminated due to non-performance by the Reseller, Tentostack will acquire the right to approach, inform and acquire Reseller customers.
The Reseller is obliged to apply the terms and conditions specified in this article to its resale agreements and any underlying agreements.
Tentostack is entitled to audit the Reseller in order to make sure the terms of the Agreement are being adhered to.
Service: Licenses
If the Service provides, in full or in part, for Tentostack mediating on behalf of the Client for the acquisition of one or more Licenses, or the issue of licenses by Tentostack itself, the provisions in this article will also apply.
All intellectual property rights to any materials, software, analyses, designs, documentation, recommendations, reports, offers and preparatory materials developed or made available in connection with the Service are vested exclusively in Tentostack or its suppliers.
The Client solely acquires the rights of use and powers arising under the Agreement or those assigned in writing, and in all other respects the Client will not reproduce of or publish the software or materials.
The Client is not permitted to remove or modify any markings concerning copyrights, trademarks, trade names or other intellectual property rights from the materials, including markings concerning the confidential nature and secrecy of the materials.
Tentostack is authorised to put technical measures in place to protect the software. If Tentostack has protected the materials by means of technical protection, the Client is not permitted to remove or circumvent the relevant protection.
Any use, reproduction or publication of the works falling outside the scope of the Agreement or rights of use that have been granted are deemed as copyright infringement. The Client will be liable to a penalty due and payable immediately to Tentostack amounting to € 10,000 for each act of infringement, without prejudice to Tentostack’s right to receive compensation for damage or loss as a result of the infringement or to take other legal action for the purpose of terminating the infringement.
Availability of the Service
Tentostack will make every effort to ensure uninterrupted access to its systems and networks and to the data it has stored but is unable to offer any guarantees in this regard, unless otherwise agreed in the offer or electronic ordering procedure by means of a Service Level Agreement (SLA). To the extent not provided for otherwise in an applicable SLA, availability is subject to the provisions of this article.
Tentostack will make every effort to keep the web server and other software it uses up to date. To this end, however, Tentostack is dependent on its suppliers. Tentostack is entitled not to install certain updates or patches it if believes installing such updates or patches will not be beneficial to the Service.
Tentostack will undertake to ensure that the Client can make use of the networks that are either directly or indirectly connected to the Tentostack network. However, Tentostack cannot guarantee that these (third-party) networks will be available at any time.
Tentostack will make back-ups available to the Client on a daily basis, if this is offered as part of the Service. If this is not the case, the Client will be fully responsible for making back-ups of any data stored by Tentostack.
If, in the opinion of Tentostack, the operation of Tentostack’s computer systems or network or third-party networks and/or service provision via a network is at risk, in particular as a result of sending excessive amounts of email or other data, sending excessive amounts of Service Requests, inadequate security systems or virus activities, Trojan horses and similar software, Tentostack has the right to take all reasonable measures it deems necessary to avert or prevent such risk.
Data and privacy
The Client assures Tentostack that all submitted information and data is accurate and complete. In the event of any modifications to the Account, the Client also assures Tentostack that these modifications are complete, accurate and truthful. The Client acknowledges that the provision of inaccurate data may result in the immediate removal of the relevant domain without any reimbursements. In particular, this concerns:
the Client’s full name, postal address, email address, telephone number, and fax number if available – if the registrar is an organisation, association or business – additional details (name and address) for an authorised contact person;
- the full name, postal address, email address, telephone number and fax number if available, of the administrative contact person;
the full name, postal address, email address, telephone number and fax number if available, of the technical contact person;
the full name, postal address, email address, telephone number and fax number if available, of the invoice address; This information must be adjusted if necessary.
- Tentostack is authorised to use data for the purpose of optimising its services and tailoring its services more effectively to the Client’s needs.
Tentostack will ensure an appropriate level of security considering the risks involved in processing the data to be protected and the nature thereof.
Tentostack will also guarantee that all persons acting under its authority, to the extent they have access to personal data for which the Client is responsible, will only process such data on the instruction of the Client, subject to statutory obligations to the contrary.
The Client guarantees that it will only enter personal data in Tentostack’s systems in a manner that is fully compliant with the law.
If the Client is required to adjust, delete or hand over data stored in Tentostack’s systems within the context of a legal obligation pursuant to the Personal Data Protection Act, for instance, Tentostack will facilitate this activity to the best possible extent. The costs of the relevant activities may be invoiced separately.
Duration and end
The duration of Agreements on domain registration or the administration of domain names transferred to Tentostack from another registrar may vary from one day to ten years (starting on the transfer date), depending on the relevant domain. Extensions may be granted for a period of one to ten years, depending on the relevant domain.
Tentostack is entitled to terminate the Agreement with immediate effect if:
payments are revoked before the due amount can be collected by Tentostack;
the Client violates the General Terms and Conditions;
applicable laws or ICANN regulations are violated;
any actions are performed that violate the General Terms and Conditions of the registration or its requirements.
In all the aforementioned cases, the Client will lose all its registration rights.
The Client will receive a request to pay for any domain name extensions via email, no later than 28 days before the end of the registration period. If payment has not been received before this due date, the Client will lose all rights to the domain. If the Client is making use of automatic domain name extension functionality, it will be fully responsible for ensuring that there are sufficient funds in its bank account. Domains that cannot be extended due to insufficient funds or any other reason will be discontinued.
If Tentostack cannot maintain the registration of a Sub-Level-Domain in accordance with the conditions of the relevant registry, Tentostack is entitled to terminate the contact in writing no later than 14 days before the end of the relevant month.
In the event that a domain is terminated by the Client or as the result of a ruling in a domain dispute, the Client will not be entitled to a substitute domain or restitution. If the termination is not the result of an intentional act or gross negligence by Tentostack, no restitutions will be made. This also applies to other activities or additional registered options.
In the event that Tentostack ceases to act as officially accredited registrar, Tentostack is entitled to terminate contracts in writing, no later than 14 days before the end of each month.
If the Service cannot be terminated according to the terms and conditions and/or rules of a supplier involved, Tentostack is entitled to charge the costs relating to the extension to the Client. The above also applies if the Service cannot be terminated due to a legal provision or court order.
Unless the automated systems of Tentostack offer another option, all cancellations, terminations and notifications must be submitted in writing by the Client.
Rates and payment
All prices exclude VAT.
Rates for Tentostack Services are published on the Website or on a closed portal of the Website and/or the Service (e.g. the “Reseller Control Panel”); these rates are subject to change without further notice.
If the Agreement is a continuing performance agreement, Tentostack has the right to change the rates applied at any time. To that end, Tentostack will inform the Client of the rate changes via the website or by email at least two (2) weeks in advance. In the event of a rate increase, the Client is entitled to terminate the Agreement, with due observance of a notice period of one (1) month.
- Payments may be made via credit card, a one-off direct-debit authorisation or other specific payment methods such as an iDeal payment or bank transfer.
Services cannot be registered until payment has been received. The registration will be processed as soon as the due funds have been transferred to Tentostack’s bank account. All transaction costs will be borne by the Client.
The Client agrees that it will lose all rights to a domain name if the due charges are reversed by the bank or credit card company, in the event of proven credit card fraud or any other form of chargeback. In such cases, Tentostack reserves the right to decide whether to continue administering or terminate the domain name.
The Client agrees to electronic invoicing. If the Client wishes to receive an invoice by regular mail, Tentostack will charge € 3 for the postage of each letter.
The costs of domain name registration and other costs will not be refunded in the event that a contract is terminated prematurely.
Advance payments for domains that could not be registered will be credited to the Client’s outstanding balance.
The Client is responsible for ensuring that its bank account contains sufficient funds. In the event of insufficient funds, Services cannot be purchased or automatically extended. The Client must anticipate day-to-day exchange rate fluctuations. In order to cover the costs that may arise for Tentostack as a result of exchange rate fluctuations, Tentostack is entitled to adjust the prevailing exchange rates, as applied by the European Central Bank, by a percentage of 3%.
All full or partial outstanding balance repayments will be subject to a € 25 administration fee. These administration costs will also be withheld in the event that the contract is terminated.
Liability
Tentostack’s liability for direct damages/losses incurred by the Client as a result of a culpable shortcoming in Tentostack’s performance of its obligations under this Agreement, which also expressly includes any shortcoming in fulfilling a guarantee commitment agreed with the Client, or an unlawful act on the part of Tentostack, its employees or third parties engaged by Tentostack, is limited to a sum equal to the payments the Client is obliged to make under this Agreement each year (excluding VAT) for each event or series of related events. Under no circumstances however will the total compensation to be paid for any direct damages/losses exceed a sum of € 10,000 (not including VAT).
Tentostack’s liability for indirect loss or damage, including consequential losses, loss of profit, lost savings, mutilation or loss of data, business or otherwise, and losses due to business stagnation is excluded.
Except for the cases referred to in Article 12, paragraphs 1 and 2, Tentostack will not be held liable to pay compensation for damage/loss whatsoever, regardless of the grounds on which an action for compensation might be based. The maximum amount specified in Article 12, paragraph 1, will, however, cease to apply if and insofar as the damage or loss is the result of an intentional act or gross negligence on the part of Tentostack.
Tentostack’s liability for an attributable failure to perform the Agreement will only arise if the Client gives Tentostack proper notice of default in writing without delay and provides a reasonable period to remedy its failure, and Tentostack does not resolve this attributable failure to perform its obligations after that period. The notice of default should contain a description of the failure in as much detail as possible to enable Tentostack to respond adequately.
The Client may not invoke Section 6:271 of the Dutch Civil Code.
Tentostack can not be held liable for damage caused by force majeure (Article 13).
Any right to claim compensation will at all times be subject to the condition that the Client notifies Tentostack of the damage or loss in writing by means of a registered letter within 30 days after it has arisen.
The Client indemnifies Tentostack against all third-party claims on account of liability resulting from the failure of a Service provided by the Client to a third party and which consisted in part of items, materials or results supplied by Tentostack.
The export of Services by the Client or one of the Client’s customers may be subject to export regulations, such as regulations relating to the export of cryptographic products. The Client indemnifies Tentostack against any third-party claims, including government measures, relating to violations of applicable export regulations that can be attributed to the Client or its customers. The aforementioned does not apply to services exported by Tentostack. In such cases, Tentostack will be responsible for all such claims.
The Client is fully responsible for all domain extensions. The Client is also responsible for monitoring and maintaining its Tentostack account balance. Tentostack is not liable for the consequences of any bank balance deficits. If the domain is not renewed on time, or cannot be renewed on time due to a balance deficit on Tentostack’s account, the registration will be terminated.
Failures and force majeure
Tentostack is entitled to temporarily close down its systems, including the Website, either fully or partially, for the purpose of maintenance, adjustments or improvements. Tentostack will endeavour to ensure that any such closure or adjustments only take place outside office hours as far as possible, and will undertake to inform the Client in good time of the scheduling thereof. However, Tentostack is never liable for damages arising from such closure or adjustments.
Tentostack has the right to adapt its systems, including the Website, in its entirety or in part, from time to time in order to improve its functionality and/or to correct errors. If an adjustment causes a considerable change in functionality, Tentostack will undertake to inform the Client thereof. In the event of modifications that are relevant to multiple clients, it is not possible to waive a specific modification for the exclusive benefit of the Client. Tentostack is not liable for any compensation of damages resulting from such a modification.
In the event of unavailability of the Service due to disruptions, maintenance or other causes, Tentostack will make every effort to inform the Client of the nature and expected duration of the interruption.
In the event of force majeure, which in any case will be understood to refer to disruptions or failure of the Internet or the telecommunications infrastructure, SYN floods, network attacks, DoS or DDoS attacks, power failures, domestic unrest, mobilisation, war, traffic congestion, strikes, injunctions, business interruptions, stagnation in supply, fire, flooding and impediments to import and export, and in the event that Tentostack, through non-performance by parties on which its own service provision depends, regardless of the reason, cannot reasonably be expected to fulfil the Agreement, the Agreement will be suspended, or terminated when the situation involving force majeure has lasted for more than ninety days, without any obligation to pay damages.
Amending the General Terms and Conditions
Tentostack reserves the right to change or supplement these Terms and Conditions.
Amendments also apply to agreements already concluded with due observance of a term of 30 days following publication of the amendment on theWebsite or by electronic communication. Minor changes can be implemented at any time.
In the event the Client does not wish to accept an amendment to these Terms and Conditions, it may terminate the Agreement up to the date on which the new conditions take effect.
Final provisions
This Agreement is governed by Dutch law.
Insofar as the rules of imperative law or the stipulations of the dispute procedures mentioned in the previous article do not dictate otherwise, any disputes that may arise as a result of the Agreement shall be submitted to the competent Dutch court in Utrecht.
If any provisions in the Agreement are declared null and void, this will not affect the validity of the entire Agreement. In such case, for the purpose of replacing any such provisions the parties will stipulate a new provision or new provisions reflecting the purport of the original Agreement and the General Terms and Conditions as far as legally possible.
These General Terms and Conditions and the ensuing obligations apply, mutatis mutandis, to any agreements between the Reseller and its customers.
The term “written” in these conditions also includes email and communication by fax, provided that the identity and integrity of the email or fax message have been sufficiently established.
All versions of communications, measurements (including, but not limited to data traffic) and monitoring conducted by Tentostack that have been received or stored by Tentostack apply as authentic, barring evidence to the contrary provided by the Client.
The parties will at all times inform each other immediately of any relevant changes in name, postal address, email address, telephone number and, if requested, bank account numbers.
Both the English and Dutch versions of these General Terms and Conditions apply. In the case of doubt, however, the Dutch version will prevail.
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