Terms of Service

Acceptance of Terms

By accessing or using the services provided by properfqbe B.V. ("properfqbe", "we", "us", or "our"), you ("Customer", "you", or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use our services.

These Terms constitute a legally binding agreement between you and properfqbe regarding your use of our cloud services, website, and related offerings. By accepting these Terms, either by clicking an acceptance button or by using our services, you acknowledge that you have read, understood, and agree to be bound by all provisions contained herein.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" or "your" shall refer to such entity.

Service Description

properfqbe provides cloud services including but not limited to cloud migration, managed services, security solutions, and consulting services ("Services"). The specific services provided to you will be outlined in separate service agreements or statements of work.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice, except as may be required by applicable service level agreements.

User Obligations and Acceptable Use

As a user of properfqbe services, you agree to:

• Use our services in compliance with all applicable laws and regulations
• Provide accurate and complete information when requested
• Maintain the confidentiality of your account credentials
• Promptly notify us of any unauthorised use of your account
• Pay all fees and charges in accordance with the agreed payment terms
• Cooperate with reasonable security procedures and requirements

Prohibited Activities

You agree not to:

• Use our services for any unlawful or fraudulent purpose
• Attempt to gain unauthorised access to our systems or other customers' data
• Interfere with or disrupt the integrity or performance of our services
• Transmit any viruses, malware, or other harmful code
• Violate any applicable laws, regulations, or third-party rights
• Use our services to send unsolicited communications or spam

Intellectual Property

All intellectual property rights in the properfqbe services, including but not limited to software, documentation, trademarks, and proprietary methodologies, remain the exclusive property of properfqbe or its licensors.

You retain ownership of your data and content that you provide to us in connection with the services ("Customer Data"). You grant properfqbe a limited, non-exclusive licence to use Customer Data solely for the purpose of providing the agreed services.

You may not reproduce, distribute, modify, or create derivative works of our proprietary materials without our express written consent. Any feedback or suggestions you provide regarding our services may be used by properfqbe without restriction or compensation.

Payment Terms

Payment terms will be specified in individual service agreements or statements of work. Unless otherwise agreed, all fees are due within thirty (30) days of the invoice date.

All fees are exclusive of applicable taxes, which shall be your responsibility. We reserve the right to suspend services for accounts that are overdue by more than thirty (30) days.

Data Protection and Privacy

We are committed to protecting your privacy and personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). Our data processing practices are detailed in our Privacy Policy.

For services involving the processing of personal data, we will enter into appropriate data processing agreements as required by applicable law.

Service Levels and Availability

We strive to provide reliable and high-quality services. Specific service level commitments, if any, will be detailed in separate service level agreements.

We may perform scheduled maintenance that temporarily affects service availability. We will provide reasonable advance notice of planned maintenance whenever possible.

Limitation of Liability

To the maximum extent permitted by applicable law, properfqbe's total liability to you for all claims arising out of or relating to these Terms or the services shall not exceed the total amount paid by you to properfqbe for the services in the twelve (12) months preceding the claim.

In no event shall properfqbe be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, whether in contract, tort, or otherwise, even if properfqbe has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you. In such cases, our liability shall be limited to the fullest extent permitted by applicable law.

Disclaimer of Warranties

Except as expressly stated in these Terms or separate service agreements, our services are provided "as is" and "as available" without warranties of any kind, whether express or implied.

To the fullest extent permitted by law, properfqbe disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that our services will be uninterrupted, error-free, or completely secure, although we implement reasonable measures to ensure service quality and security.

Indemnification

You agree to indemnify, defend, and hold harmless properfqbe and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses arising out of or relating to:

• Your use of our services in violation of these Terms
• Your Customer Data or any content you provide
• Your violation of any applicable laws or third-party rights
• Any negligent or wrongful conduct by you or your users

Termination

Either party may terminate these Terms or any service agreement with thirty (30) days' written notice, except where otherwise specified in individual service agreements.

We may immediately terminate or suspend your access to our services if you breach these Terms or engage in any prohibited activities.

Upon termination, your right to use our services will cease immediately. We will provide reasonable assistance in migrating your data, subject to applicable fees and technical limitations.

Sections relating to intellectual property, limitation of liability, indemnification, and governing law shall survive termination of these Terms.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles.

Any disputes arising out of or relating to these Terms or our services shall be subject to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

Before initiating formal legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations and, if necessary, mediation.

Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, or government actions.

The affected party shall promptly notify the other party of any force majeure event and use reasonable efforts to mitigate its impact.

Changes to Terms

We may update these Terms from time to time to reflect changes in our services, business practices, or legal requirements. We will provide reasonable notice of material changes.

Your continued use of our services after any changes become effective constitutes acceptance of the revised Terms. If you do not agree to the changes, you must discontinue use of our services.

General Provisions

These Terms constitute the entire agreement between you and properfqbe regarding the subject matter herein and supersede all prior agreements and understandings, except as otherwise specified in separate service agreements.

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Our failure to enforce any provision of these Terms shall not constitute a waiver of such provision or any other provision.

Contact Information

If you have any questions about these Terms or need to contact us regarding legal matters, please use the following information: