These general terms and conditions apply to every offer or quotation from BaaS Solutions BV regarding Services and form an integral part of every Agreement between BaaS Solutions BV 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 BaaS Solutions BV if and insofar as they have been expressly accepted in Writing by BaaS Solutions BV.

Capitalized terms have the meaning stated in the first article.

Article 1. Definitions of terms used

In these conditions the following definitions apply:

1.1. BaaS Solutions BV: the company BaaS Solutions BV, located in Limmen and registered with the Chamber of Commerce under file number 86012797.

1.2. BaaS Solutions BV Website: the website of BaaS Solutions BV, accessible via the domainbaas-solutions.nl.

1.3. Subscription: 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).

1.4. 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.

1.5. Terms and Conditions: the provisions of this document.

1.6. Customer: the natural person or legal entity with whom BaaS Solutions BV has concluded an Agreement. This also includes the person who enters into or is negotiating with BaaS Solutions BV, as well as his representative(s), authorized representative(s), legal successor(s) and heirs.

1.7. Services: the products and/or services that BaaS Solutions BV will supply to the Customer under an Agreement.

1.8. Materials: 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 files or data carriers (encrypted or not) on which the Materials are located.

1.9. Agreement: any agreement between BaaS Solutions BV and the Customer on the basis of which BaaS Solutions BV provides Services to the Customer.

1.10. 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.

1.11. 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 General Data Protection Regulation, or otherwise very sensitive data, are stored.

Article 2. Conclusion of contract

2.1. Customer can request the Services directly from the BaaS Solutions BV Website. The Agreement is created at the time of sending the (automatically generated or otherwise) email from BaaS Solutions BV containing the confirmation and acceptance of the application. The Customer can also request the Services by completing and signing an application form, which can be downloaded from the BaaS Solutions BV Website. This request is binding. The Agreement is concluded at the time of sending the message from BaaS Solutions BV confirming and accepting the application. Customer can also request a quote without obligation. The Agreement is concluded upon receipt of approval of the quotation, provided this takes place before the end date stated in the quotation.

2.2. If the Customer is a consumer, the Customer has a period of fourteen days from the time the order was placed to terminate the Agreement in Writing and free of charge.

Article 3. Execution of the Agreement

3.1. After the Agreement has been concluded, BaaS Solutions BV will fulfill it to the best of its ability and with sufficient care and craftsmanship.

3.2. BaaS Solutions BV 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, BaaS Solutions BV offers no guarantees about quality or availability.

3.3. Delivery times stated by BaaS Solutions BV are always indicative.

3.4. If and to the extent that this is required for the proper execution of the Agreement, BaaS Solutions BV 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.

3.5. If this has been agreed, BaaS Solutions BV 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 BaaS Solutions BV as soon as possible so that it can take measures.

3.6. All changes to the Agreement, either at the request of the Customer 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 Customer accordingly.

Article 4. Obligations of the Customer

4.1. 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 must ensure that all information that BaaS Solutions BV indicates is necessary or of which the Customer should reasonably understand that it is necessary for the performance of the Services, is provided to BaaS Solutions BV in a timely manner. The period within which BaaS Solutions BV must execute the Agreement does not commence until all requested and required information has been received by BaaS Solutions BV.

4.2. If the Customer knows or suspects that BaaS Solutions BV will have to take certain (additional) measures to meet its obligations, the Customer will immediately inform BaaS Solutions BV 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 systems of BaaS Solutions BV, 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 BaaS Solutions BV uses to provide Services to the Customer. After warning, BaaS Solutions BV 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.

4.3. Under no circumstances may Customer use the Services for High Risk Applications.

4.4. 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 BaaS Solutions BV that it has all permits and/or permissions that are necessary for the use of the Services by the Customer.

Article 5. Rules of conduct and notice/takedown

5.1. The Customer is prohibited from using the Services to violate Dutch or other laws or regulations applicable to the Customer or BaaS Solutions BV or to infringe the rights of others.

5.2. It is (whether legal or not) prohibited by BaaS Solutions BV to offer or distribute 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 ) commit and not to be able to defend oneself 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 but not limited to distributing personal data of third parties without permission or necessity or repeatedly harassing third parties with unwanted communications;
● contain hyperlinks, torrents or references with (locations of) material that clearly infringes copyright, neighboring rights or portrait rights;
● contains unsolicited commercial, charitable or non-profit communications;
● contains malicious content such as viruses or spyware.

5.3. Distributing pornographic Materials through the Services is not permitted.

5.4. The Customer shall refrain from hindering other customers or internet users or causing damage to systems or networks of BaaS Solutions BV or other customers. The Customer is prohibited from starting processes or programs, whether or not via the systems of BaaS Solutions BV, which the Customer knows or can reasonably suspect will hinder or cause damage to BaaS Solutions BV, its customers or internet users.

5.5. If, in the opinion of BaaS Solutions BV, nuisance, damage or other danger arises for the functioning of the computer systems or the network of BaaS Solutions BV or third parties and/or of the services provided via the internet, in particular due to excessive sending of e-mail or other data, denial-of-service attacks, poorly secured systems or activities of viruses, Trojans and similar software, BaaS Solutions BV is entitled to take all measures that it reasonably deems necessary to avert or prevent this danger. BaaS Solutions BV may recover the costs that are reasonably necessary associated with these measures from the Customer.

5.6. If BaaS Solutions BV receives a complaint about a violation of this article by the Customer, or notices that this appears to be the case, BaaS Solutions BV will inform the Customer of the complaint or violation as soon as possible. The Customer will respond as soon as possible, after which BaaS Solutions BV will decide how to act. In exceptional cases where, in the opinion of BaaS Solutions BV, the complainant has requested not to forward the complaint, or BaaS Solutions BV believes that the violation is undeniable, BaaS Solutions BV does not have to forward the complaint.

5.7. If BaaS Solutions BV is of the opinion that a violation has occurred, it will remove the Material in question, without having to make a backup copy (which it is entitled to do). BaaS Solutions BV will make every effort not to touch any other Materials. BaaS Solutions BV will inform the Customer as soon as possible of measures taken.

5.8. BaaS Solutions BV is at all times entitled to report any criminal offenses observed. Furthermore, BaaS Solutions BV is entitled to provide the name, address and other identifying information of the Customer to a third party who complains that the Customer is infringing its rights or these General Terms and Conditions, provided that the correctness of that complaint is sufficiently plausible and the third party has a clear interest in releasing the data.

5.9. Although BaaS Solutions BV strives to act as reasonably, carefully and adequately as possible after complaints about the Customer, BaaS Solutions BV is never obliged to compensate damage as a result of measures as referred to in this article.

5.10. The Customer is not permitted to supply (resell) the Services.

Article 6. Application for domain names

6.1. BaaS Solutions BV does not provide services in the field of domain name registration. The Customer is responsible for requesting domain names and linking domain names to Services purchased from BaaS Solutions BV.

Article 7. Storage and data limits

7.1. BaaS Solutions BV 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.

7.2. If the Customer exceeds the applicable limits, BaaS Solutions BV can, after sending at least one warning message to the Customer regarding the excess, unilaterally convert the Customer's Subscription to a Subscription that does accommodate storage and data traffic.

7.3. There is no liability for the consequences of being unable to send, receive, store or change data if an agreed limit for storage space or data traffic has been exceeded.

7.4. If an excessive amount of data traffic is caused by an external cause (such as a denial of service attack), BaaS Solutions BV is entitled to reasonably charge the costs to the Customer.

Article 8. Intellectual property rights

8.1. All intellectual property rights to all Materials developed or made available by BaaS Solutions BV in the context of the Agreement rest exclusively with BaaS Solutions BV or its licensors.

8.2. 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.

8.3. Unless and insofar as otherwise agreed in Writing, the Customer is not permitted to remove or change any indication regarding copyrights, trademarks, trade names or other intellectual property rights from these Materials, including indications regarding the confidential nature and secrecy of the Materials. .

8.4. BaaS Solutions BV is permitted to take technical measures to protect its Materials. If BaaS Solutions BV has secured these Materials by means of technical protection, the Customer is not permitted to remove or circumvent this security, except if and insofar as the law stipulates the contrary.

Article 9. Prices

9.1. Unless expressly stated otherwise for an amount, all prices quoted by BaaS Solutions BV are exclusive of sales tax and other levies imposed by the government.

9.2. If a price is based on information provided by the Customer and this information turns out to be incorrect, BaaS Solutions BV has the right to adjust the prices accordingly, even after the Agreement has already been concluded.

9.3. If the Agreement concerns a Subscription, BaaS Solutions BV is entitled to change the rates charged at any time.

9.4. The same conditions and procedures apply to price changes as to changes to the Services and these General Terms and Conditions.

Article 10. Payment terms

10.1. BaaS Solutions BV will invoice the amounts owed by the Customer to the Customer. BaaS Solutions BV may issue electronic invoices. BaaS Solutions BV has the right to periodically charge amounts due prior to the delivery of the Services.

10.2. The payment term for an invoice is 14 days after the invoice date, unless otherwise agreed in Writing.

10.3. 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.

10.4. 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 accrued thereon, the Customer is obliged to fully reimburse 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.

10.5. Unless the Customer is a consumer, an appeal by the Customer to suspension, set-off or deduction is not permitted.

10.6. In the event that the Customer fails to comply with any obligation under the Agreement, BaaS Solutions BV is entitled to take back goods delivered without any notice of default, in addition to suspension of Services, without prejudice to BaaS Solutions BV's right to compensation for damage, lost profits and interest.

Article 11. Liability

11.1. BaaS Solutions BV 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.

11.2. The total liability of BaaS Solutions BV for damage suffered by the Customer as a result of an attributable shortcoming in the fulfillment by BaaS Solutions BV of its obligations under the Agreement, which expressly also includes any shortcoming in the fulfillment of a warranty obligation agreed with the Customer, or due to unlawful actions by BaaS Solutions BV, its employees or third parties engaged by it, per event or a series of related events is limited to an amount equal to the total of the fees (excluding VAT) that the Customer has paid under the Agreement up to the moment at which the damage occurred, or, if the Agreement has a duration of more than three (3) months, an amount equal to the compensation paid by the Customer 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).

11.3. BaaS Solutions BV is expressly not liable for: (a) any damage suffered as a result of measures that BaaS Solutions BV has taken in good faith, but which have nevertheless proven 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.

11.4. The liability of BaaS Solutions BV due to an attributable shortcoming in the performance of the Agreement only arises if the Customer immediately and properly gives notice of default to BaaS Solutions BV in Writing, setting a reasonable period to remedy the shortcoming, and BaaS Solutions BV also remains attributable after that period. continues to fail in the fulfillment of its obligations. The notice of default must contain as detailed a description as possible of the shortcoming, so that BaaS Solutions BV is able to respond adequately. The notice of default must be received by BaaS Solutions BV within 14 days after discovery of the damage.

11.5. 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 BaaS Solutions BV. 11.6. The Customer is liable to BaaS Solutions BV for damage caused by an error or shortcoming attributable to him. The Customer indemnifies BaaS Solutions BV against claims regarding failure to comply with the rules of conduct in these General Terms and Conditions 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 12. Force majeure

12.1. 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.

12.2. Force majeure also includes (but is not limited to): disruptions to public infrastructure that is normally available to BaaS Solutions BV, and on which the delivery of the Services depends, but over which BaaS Solutions BV cannot exercise actual power or contractual performance obligation, such as the operation of the registers of IANA, RIPE or SIDN, and all networks in the internet with which BaaS Solutions BV has not concluded a contract; disruptions to infrastructure and/or Services of BaaS Solutions BV 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 BaaS Solutions BV, which BaaS Solutions BV could not foresee and for which BaaS Solutions BV cannot hold its supplier liable, for example because the supplier in question was (also) subject to force majeure; 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.

12.3. 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 13. Confidentiality

13.1. 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.

13.2. BaaS Solutions BV will not take note of data that the Customer stores and/or distributes via the systems of BaaS Solutions BV, unless this is necessary for the proper execution of the Agreement or BaaS Solutions BV is obliged to do so under a legal provision or court order. In that case, BaaS Solutions BV will make every effort to limit access to the data as much as possible, insofar as this is within its power.

13.3. 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 14. Duration and termination

14.1. The duration of the Agreement is the period of time necessary to provide the Services. If the Agreement is a Subscription, it is entered into for an indefinite period.

14.2. Either party may terminate an Agreement that has been entered into for an indefinite period, subject to a notice period of 30 days.

14.3. 14.4. BaaS Solutions BV 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 payments; (d) Customer's activities are terminated or liquidated.

14.5. If BaaS Solutions BV 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.

14.6. If the Agreement is terminated or dissolved, the claims of BaaS Solutions BV 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 BaaS Solutions BV. If the termination is attributable to the Customer, BaaS Solutions BV is entitled to compensation for the damage that arises directly and indirectly as a result.

14.7. The right to suspend 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 the right of BaaS Solutions BV to compensation for damage, lost profits and interest.

Article 15. Procedure after termination

15.1. After termination of the Agreement, as a result of cancellation or dissolution, BaaS Solutions BV is entitled to immediately delete all stored data or make it inaccessible and to close all Customer Accounts.

15.2. The deletion of data stored for the Customer always takes place without special precautions to make the deletion irreversible. This means that, for example, 'delete' is pressed in a (standard) operating system.

Article 16. Ranking and changes to conditions

16.1. BaaS Solutions BV 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.

16.2. Changes will be announced on the BaaS Solutions BV Website, or by e-mail to the Customer, or another channel where BaaS Solutions BV can prove that the announcement has reached the Customer. Non-substantive changes of minor importance can be made at any time and do not require notification.

16.3. If the Customer does not wish to accept a change, the Customer must inform BaaS Solutions BV in writing with reasons for this within two weeks after notification. BaaS Solutions BV may then reconsider the change. If BaaS Solutions BV 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.

16.4. Provisions relating to specific Services, if applicable, take precedence over general provisions relating to all services. Further agreements between BaaS Solutions BV and the Customer will only prevail over these General Terms and Conditions if they are in Writing and if this has been expressly determined or if this was unmistakably the intention of both parties.

Article 17. Other provisions

17.1. Dutch law applies to the Agreement.

17.2. 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 BaaS Solutions BV is located.

17.3. 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 legally possible.

17.4. Information and communications, including price indications, on the BaaS Solutions BV Website are subject to programming and typing errors. In the event of any inconsistency between the Website and the Agreement, the Agreement shall prevail.

17.5. The log files and other electronic or otherwise administration of BaaS Solutions BV constitute full proof of statements made by BaaS Solutions BV and the version of any (electronic) communication received or stored by BaaS Solutions BV is considered authentic, unless the Customer provides proof to the contrary.

17.6. 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.

17.7. 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.