This English version is a translation of the Dutch General Terms and Conditions of suXus B.V., version 2026.01. In the event of any inconsistency or difference in interpretation, the Dutch version prevails.
Read the Dutch General Terms and Conditions.
1. Parties and definitions
1.1 suXus is suXus B.V., registered with the Dutch Chamber of Commerce under number 51005824. Address: Plein 13 B1, 2291 CA Wateringen, the Netherlands. VAT number: NL823047052B01. E-mail: [email protected]. Telephone: +31 (0)70 750 6086.
1.2 The Customer is the legal entity or natural person acting in the course of a profession or business that enters into an agreement with suXus. These terms and conditions are intended exclusively for business-to-business agreements.
1.3 Services means the agreed activities, rights of use and facilities. These may include consultancy, configuration, migration, cloud workplaces, identity and workplace management, security, networks, business Wi-Fi, virtual servers, web hosting, domain names, DNS, certificates, server management, backup, recovery and support.
1.4 Written or in writing means on paper or electronically, including by e-mail, provided that the content can be stored and the sender can be sufficiently identified. An SLA is an expressly agreed arrangement concerning service levels.
2. Applicability and order of precedence
2.1 These terms and conditions apply where they have been declared applicable before or upon conclusion of the agreement and have been made available in the manner required by law. suXus provides a copy that the Customer can retain.
2.2 In the event of conflict, individually agreed written provisions prevail over the service description and SLA, and those documents prevail over these general terms and conditions. Where personal data is processed, an applicable data processing agreement prevails to the extent that it concerns such processing. Mandatory law shall always prevail.
2.3 Any general purchasing terms or other terms and conditions of the Customer are expressly rejected unless suXus accepts them in writing. This is without prejudice to the statutory rules governing conflicting general terms and conditions.
2.4 If any provision is invalid or unenforceable, the remaining provisions shall continue to apply to the extent possible. The parties shall seek a legally valid replacement that reflects the purpose of the original provision.
2.5 Version 2026.01 enters into force on 1 October 2026. Earlier availability or publication does not make this version applicable before that date. For existing agreements, the applicable terms and conditions remain in force until they have been validly amended in accordance with Article 21.
3. Quotations and formation of the agreement
3.1 A quotation is valid for the period stated in it or, if no period is stated, for fourteen days from the date of the quotation. Obvious writing and calculation errors do not bind suXus where the Customer could reasonably have understood that an error was involved.
3.2 The agreement is formed by acceptance of the quotation within its validity period or by a written order confirmation. An instruction demonstrably given by the Customer, on the basis of which suXus begins work with the Customer’s consent, may also result in an agreement. Silence alone does not constitute acceptance.
3.3 The Customer provides correct and complete information concerning the environment, users, required functionality, dependencies and special requirements. suXus may rely on that information, but will identify inaccuracies and risks that it should reasonably recognise as an expert service provider.
3.4 Budgets and schedules are based on the agreed assumptions. A cost estimate is not a fixed price unless expressly agreed otherwise. Any material deviation will be discussed in a timely manner.
4. Performance and scope
4.1 suXus performs the Services carefully and professionally. suXus is subject to an obligation of best efforts unless a specific result or service level has been expressly agreed or follows from the nature of the obligation.
4.2 The agreement describes which systems, accounts, locations and activities fall within the scope of the Services. Activities that have not been agreed, including remediation of an existing undocumented situation, are not automatically included.
4.3 A schedule is indicative unless a deadline has expressly been agreed in writing as a final deadline or the law provides otherwise. If delay is likely, suXus will report the cause, consequences and follow-up steps that can reasonably be expected.
4.4 suXus may engage suitable third parties. This does not release suXus from its own obligations. Obligations concerning subcontracting and subprocessors remain applicable.
4.5 Project deliverables are delivered in accordance with the agreed acceptance procedure. In the absence of such a procedure, the Customer shall report specific deviations without undue delay so that suXus can investigate and, where necessary, remedy them. Use of a deliverable does not automatically preclude reliance on latent defects.
5. Cooperation and access security
5.1 The Customer shall provide authorised contacts, necessary decisions, access and cooperation in a timely manner. The Customer is responsible for the lawfulness of its own data, instructions, applications and the use made by persons under its responsibility.
5.2 The parties shall determine who is responsible for accounts, permissions, updates, monitoring, incident reporting and backups. A management assignment does not mean that suXus assumes all responsibilities of the Customer without an agreement to that effect.
5.3 The Customer shall protect accounts and recovery methods, use appropriate multi-factor authentication where available and restrict access to authorised persons. The Customer shall immediately report loss, misuse or a suspected security incident through the agreed support channel.
5.4 Passwords, recovery codes and other confidential credentials shall only be shared through an agreed secure channel. The general contact form is not intended for this purpose.
5.5 Where the Customer does not follow a substantiated security or continuity recommendation, suXus shall record the foreseeable consequences. This limits suXus’ responsibility only to the extent that the damage can be attributed to that act or omission.
6. Changes and additional work
6.1 If the assignment changes, suXus shall make the consequences for price, schedule and Services clear. Additional work shall be agreed in advance. In the event of an acute threat, suXus may take reasonable necessary measures and shall inform the Customer as soon as possible about the measure and any associated costs.
6.2 suXus may implement technical changes that are necessary for security, legal requirements, maintenance or integration with supplier services, provided that the agreed core functionality is preserved as far as possible.
6.3 A foreseeable change that materially disadvantages the Customer shall be announced at least thirty days in advance. If a shorter period is necessary because of an acute threat, a statutory obligation or a supplier change that cannot reasonably be influenced, suXus shall provide notice with an explanation as soon as possible.
6.4 If a material limitation cannot reasonably be remedied, the Customer may terminate the affected part as of the effective date of the limitation. A right to make changes does not provide an unlimited right to reduce the agreed performance.
7. Third parties and licences
7.1 Cloud platforms, software, licences, domain registrations and certificates may depend on third parties. Before ordering, suXus shall make clear which relevant supplier terms, usage restrictions, terms, renewal dates and cancellation options apply and shall make those terms available.
7.2 Monthly invoicing does not automatically mean that a licence or service may be cancelled monthly. A previously agreed annual or multi-year commitment may continue for the agreed term.
7.3 The Customer shall use licences within the agreed quantities and usage rights. The Customer shall provide the information reasonably required for registration, activation and lawful licence verification.
7.4 Suppliers may change functionality, terms or availability. suXus shall inform the Customer of changes relevant to it and investigate an appropriate solution. A supplier outage does not automatically constitute force majeure and does not exclude suXus’ liability in advance.
7.5 Supplier terms may not override mandatory statutory rights of the Customer or suXus’ own obligations. Where a separate direct agreement exists between the Customer and a supplier, suXus is responsible only for its own agreed activities.
8. Term and renewal
8.1 The agreement states its term. Unless agreed otherwise, recurring Services have an initial term of twelve months. Thereafter the Service continues for an indefinite period and either party may terminate it in writing subject to one month’s notice.
8.2 Licences, domains, certificates and other separately ordered services may have a different term or renewal cycle, provided that this has been made known and agreed in advance. suXus shall not retrospectively impose a new supplier commitment on the Customer.
8.3 A project ends after completion and finalisation of the agreed activities. Management, support or ongoing availability after a project is included only if agreed.
8.4 Timely payment is a condition for continuation and renewal of recurring Services, subject to Articles 10 and 17. An invoice is not in itself proof that a supplier renewal that has not yet been confirmed has been completed.
8.5 Statutory switching rights for data processing services remain applicable, including during a fixed term. Article 19 governs these rights in more detail.
9. Prices and invoicing
9.1 Prices are in euros and exclusive of VAT unless stated otherwise. The quotation states the fee, relevant usage-based charges and any additional costs. Recurring Services may be invoiced in advance; projects may be invoiced in agreed instalments or on the basis of work performed.
9.2 suXus determines its standard hourly rates for, among other things, project work, consultancy, management, support and additional work and may amend those rates from time to time. Changes to standard hourly rates are not dependent on the Consumer Price Index (CPI), any other external index or a predetermined adjustment percentage and may take place more than once per calendar year. suXus shall in principle notify the Customer in writing of a changed standard hourly rate at least thirty days before the effective date. The changed rate applies from the announced effective date to work performed thereafter for which a fixed rate has not already been expressly agreed in writing for a specific assignment, period or term. A rate change shall not be applied retrospectively to work already performed. In addition, the recurring fees for suXus’ own Services shall be automatically indexed once every twelve months on the basis of the Consumer Price Index (CPI), all households series, as published by Statistics Netherlands (CBS). Indexation shall in principle take place on the contract anniversary or at another annually recurring indexation date agreed in writing. The calculation shall be based on the percentage change in the most recently available applicable index figure compared with the corresponding index figure twelve months earlier. If Statistics Netherlands discontinues or materially changes this index series, suXus shall use a successor index that is as comparable as reasonably possible. A negative index movement shall not result in a reduction of the recurring fee unless agreed otherwise in writing. The indexation follows directly from the agreement and does not require separate consent from the Customer in order to apply. Where reasonably possible, suXus shall inform the Customer in advance, or no later than with the first invoice to which the adjusted fee is applied, of the indexation percentage used. If suXus has, due to an administrative omission, failed to apply an automatic indexation due under this Article, or has applied it only in part, this shall not constitute a waiver of the right to that indexation unless suXus has expressly confirmed in writing that it waives that right. suXus may retrospectively correct any resulting underbilling, provided that the relevant claim is not time-barred and such correction is legally permissible in the specific circumstances. A corrective invoice shall state the indexation applied, the calculation and the period to which the correction relates. Irrespective of whether amounts relating to previous periods can still be corrected, suXus may determine the current recurring fee on a subsequent invoice at the amount that would have applied if the agreed annual indexations had always been applied correctly. Indexations not previously invoiced therefore do not prevent later indexations from being calculated cumulatively on the indexed fee applicable under this Article.
9.3 In addition to the annual indexation referred to in Article 9.2, suXus may once every twelve months make an additional adjustment to recurring fees and other service fees where market, cost or other business-economic developments reasonably justify such an adjustment. In determining this additional adjustment, suXus may take into account, among other things, developments in personnel costs, energy prices, data centre and hosting costs, network and connectivity costs, software, cloud and licence costs, security and compliance costs, insurance, taxes, levies and other costs directly related to providing, managing, securing or further developing the relevant Services. This additional adjustment is separate from the CPI indexation under Article 9.2. In determining the adjustment, suXus shall take into account cost developments already compensated by the regular indexation, so that the same cost development is not passed on twice without reasonable grounds. The additional adjustment must be reasonable and proportionate. suXus shall in principle notify the Customer of the adjustment in writing at least thirty days before the effective date and shall state the percentage or amount and the principal reason for the adjustment. An additional adjustment under this Article applies only to future Services and shall not be imposed retrospectively as a new price increase. In the event of a material increase that does not directly result from an already specifically agreed pricing mechanism or a supplier obligation made known in advance, the Customer may terminate the affected part before the effective date of the increase with effect from that date, insofar as an already agreed and non-cancellable obligation towards a third party does not prevent this. Mandatory statutory rights remain unaffected.
9.4 Supplier obligations that were agreed in advance and made known to the Customer and that are non-cancellable may continue, solely to the extent permitted by law and contract. suXus shall limit avoidable costs and provide substantiation. The price adjustment mechanism may not be used to circumvent statutory switching rights.
9.5 Recurring renewals of Services, licences and subscriptions are in principle invoiced approximately 60 days before the renewal date or new contract period. The standard payment term for such invoices is 30 days from the invoice date. This allows payment to be received and processed before the actual renewal. A quotation, agreement or supplier condition that was made known and agreed in advance may require a different invoicing date or payment term. Invoicing is therefore not guaranteed to take place exactly 60 days in advance. An invoice sent later does not automatically shorten the agreed payment term; where necessary, suXus shall agree a deviation and its consequences for renewal with the Customer in a timely manner.
10. Payment and payment arrears
10.1 New orders are payable within 5 business days from the invoice date unless agreed otherwise in writing. This includes new Services, licences, subscriptions and other new orders. Business days are Monday to Friday, excluding generally recognised public holidays in the Netherlands; the period starts on the day after the invoice date. Renewals and invoices for a subsequent period of existing Services, licences and subscriptions are payable within 30 days from the invoice date, subject to the possibility of deviation under Article 9.5. Where an invoice contains different categories, suXus shall state the applicable payment term for each item. Payment is timely if the amount has been credited to suXus’ account within the applicable term.
10.2 The Customer shall report a substantiated invoice dispute without undue delay and shall pay the undisputed part on time. An objection or counterclaim does not automatically entitle the Customer to suspend all payments; statutory rights of suspension and set-off remain applicable.
10.3 The payment terms referred to in Article 10.1 are final deadlines unless agreed otherwise in writing. Upon expiry of such a deadline, the Customer shall be in default without further notice of default to the extent permitted by law. From that time, suXus may claim the applicable statutory commercial interest and reasonable extrajudicial collection costs. Statutory requirements and limits remain applicable and costs shall not be charged twice. Articles 10.4 through 10.7 and 17 additionally apply to suspension, non-renewal, termination and measures affecting access, continuity or data.
10.4 In the event of payment arrears, suXus may, to the extent permitted by the agreement and the law, postpone new deliveries, suspend Services proportionately, refrain from a subsequent renewal and refrain from procurement or renewal with third parties. Ultimately, suXus may terminate the agreement or the affected part in accordance with Article 17.
10.5 Before taking a measure with foreseeable consequences for access, continuity or data, suXus shall in principle provide written warning. The warning shall state the arrears, a reasonable cure period, the intended measure and the known consequences. An approaching supplier deadline shall be stated. A shorter period is possible if continuation cannot reasonably be required; suXus shall explain this and act with due care.
10.6 If timely payment is not made, suXus shall, subject to Articles 10.4, 10.5 and 17, not be required to renew or repurchase, on behalf of the Customer, licences, subscriptions, cloud services, hosting services, backup services, domains, certificates or other third-party services that have been purchased or are due for renewal. suXus is not required to finance the unpaid subsequent period in advance. This also applies where non-renewal affects availability of the Service, access to systems or data, primary data, backup data, licence rights or recovery options. suXus shall provide timely warning of any foreseeable final order date or expiry date. A performance already agreed may not be withheld in breach of the law or the agreement solely by relying on this provision.
10.7 Late payment does not automatically result in deletion of data on the day after the payment deadline. Non-renewal may lead to suspension or termination of the relevant Service, loss of access and recovery options and, ultimately, permanent loss or deletion of data. This may concern both production data and separate backup data. Articles 12, 18 and 19 remain applicable.
11. Management, maintenance and support
11.1 Management, maintenance, monitoring and support are performed within the agreed scope, channels and availability. In the absence of an express agreement, there is no continuous availability, guaranteed response time, recovery time or availability percentage.
11.2 suXus may perform maintenance and interrupt a Service to the extent reasonably necessary for that purpose. Foreseeable major work shall be announced in a timely manner and, where reasonably possible, carried out at an appropriate time. Necessary security maintenance may be performed immediately.
11.3 When making changes, suXus shall take into account continuity, dependencies and an appropriate recovery option. The Customer shall cooperate and shall not, without coordination, modify components for which suXus is responsible for management if this could interfere with performance.
11.4 Remote support shall take place with appropriate authorisation. Structural management access shall be agreed separately. A support request does not grant unlimited permission to access all data or systems.
12. Backup and recovery
12.1 Purchasing an ICT, cloud, management or hosting Service does not in itself mean that suXus creates a separate Customer backup. suXus provides a backup only where this is expressly included in the agreement, has been purchased as a backup service or follows from the specific service description.
12.2 Availability, redundancy, synchronisation and recovery options of a platform are not necessarily equivalent to a separate backup. A technical copy for management purposes is also not a promised Customer backup unless agreed otherwise.
12.3 For a backup service, the data and systems to be protected, frequency, retention periods, recovery options, responsibilities and any recovery tests shall be specified. Required maximum data loss and recovery time must be expressly agreed.
12.4 A backup service is itself a recurring paid Service. In the event of late payment, there is no guarantee that the Service will be renewed or remain active. After termination or expiry, backup data may also be deleted in accordance with the applicable technical, statutory and contractual periods.
12.5 As a result, both primary data and separate backup data may ultimately be lost. Deletion is not an automatic immediate sanction for a missed payment. The warnings, standards of care and applicable export and retention rights under these terms and conditions remain applicable.
12.6 For business-critical information, the Customer shall ensure that an appropriate backup and recovery strategy has been expressly agreed. suXus shall identify relevant risks that it should reasonably recognise within the scope of the assignment. The Customer’s responsibility does not remove suXus’ agreed performance obligations.
12.7 suXus shall carefully perform the agreed backup and recovery activities and address identified errors within the agreed scope. There is no absolute guarantee that every copy is complete, error-free or recoverable under all circumstances. This does not exclude liability for an attributable failure in the agreed backup service.
12.8 Additional export, separate archiving, a second independent copy and recovery activities are included only to the extent agreed. Statutorily required switching assistance shall not be treated as freely chargeable additional work.
13. Hardware, hosting, domains and certificates
13.1 The Customer shall use hosting and networks lawfully and shall not cause disproportionate load, spam, infringement of third-party rights or security risks. In the event of demonstrable misuse, suXus may take proportionate measures and, where possible, first provide an opportunity to remedy the situation.
13.2 Registration or transfer of a domain name is completed only after confirmation by the competent registrar. The Customer shall provide correct registrant and contact details. The domain name shall be registered in the Customer’s name unless expressly agreed otherwise.
13.3 A registration or certificate may expire because of non-renewal, missing validation, incorrect information or a decision by the competent authority. suXus shall inform the Customer of known relevant deadlines; the Customer shall cooperate and pay on time.
13.4 Expiry may result in outage, loss of rights of use or availability of a domain name to third parties. Recovery is not always possible. suXus shall provide authorised Customers with the transfer information to which they are entitled and shall not use such information as leverage in breach of statutory or registration rules.
13.5 An order for hardware, including servers, computers, telephones, printers, peripherals, parts and accessories, is binding once it has been confirmed by suXus or placed with a supplier or manufacturer on behalf of the Customer. The Customer is obliged to pay the agreed purchase price and any additional costs made known in advance in accordance with Article 10. For new hardware orders, the payment term in Article 10.1 applies unless a different written arrangement has been made. suXus may require full or partial advance payment for hardware. If suXus has, at the Customer’s request or with its consent, placed an order with a supplier that cannot be cancelled or cannot be cancelled free of charge, the demonstrable associated costs remain payable by the Customer unless failure of delivery is attributable to suXus or the supplier credits the relevant amounts to suXus.
13.6 All hardware supplied by suXus remains the property of suXus until the Customer has paid all claims for which retention of title may validly be stipulated under Article 3:92 of the Dutch Civil Code, including the purchase price of goods supplied or to be supplied, remuneration for work performed or to be performed in connection with such supply, and claims arising from a failure to perform such agreements. Retention of title does not suspend the Customer’s payment obligation. For as long as retention of title applies, the Customer may not pledge, transfer by way of security or otherwise encumber the relevant goods and shall keep them with due care and identifiable as goods subject to retention of title. In the event of payment default, suXus may, to the extent legally permitted, repossess goods supplied subject to retention of title. The Customer shall provide reasonable cooperation. Repossession does not affect the Customer’s payment obligations or suXus’ other rights to the extent permitted by law.
13.7 Hardware shall be delivered in the agreed manner and at the agreed location. The Customer shall inspect the delivery as soon as possible after receipt for quantities, visible damage and obvious deviations and shall report these to suXus without undue delay. Any stated delivery date is a target date unless it has expressly been agreed in writing as a final deadline. The risk of loss or damage passes to the Customer upon delivery to the Customer or a recipient designated by it, unless agreed otherwise in writing or mandatory law provides otherwise.
13.8 Where hardware is covered by a commercial warranty from a manufacturer or supplier, that manufacturer or supplier warranty applies in accordance with the warranty period, coverage, exclusions and procedure determined by that party. For business purchases, the parties agree that a warranty claim shall, where possible, be handled primarily through that manufacturer or supplier procedure. suXus does not provide an additional commercial product warranty of its own unless expressly agreed in writing. A manufacturer or supplier warranty does not constitute a guarantee by suXus that the manufacturer or supplier will accept a claim. This provision does not limit any obligation of suXus that cannot validly be excluded under the agreement or applicable mandatory law.
13.9 If the Customer asks suXus to administer a warranty, repair or RMA procedure with a manufacturer, distributor or supplier on its behalf, suXus may charge the time spent on that work at suXus’ then-current standard hourly rate. Demonstrable costs charged by the manufacturer, supplier, carrier or another third party involved may also be passed on. This includes, among other things, claim registration, consultation, diagnostic coordination, packaging, shipping, follow-up, administration and communication with the relevant party. These costs shall not be charged to the extent that suXus is required under the agreement or applicable mandatory law to perform the relevant handling without an additional charge.
13.10 Unless expressly agreed otherwise in writing, the sale of hardware by suXus does not include on-site warranty repair, collection and delivery service, pick-up-and-return service, a replacement device, call-out costs, installation, reinstallation, data migration or restoration of configurations. For inspection, warranty or repair, the Customer shall deliver or ship the hardware to the designated location in accordance with the instructions provided by suXus, the manufacturer or supplier. Transport costs and risk are for the Customer’s account to the extent that the applicable manufacturer or supplier terms, the agreement or mandatory law do not provide otherwise. If a manufacturer itself offers a collection and delivery or on-site warranty service, the Customer may use that service in accordance with the manufacturer’s terms; such a service is not itself guaranteed or provided by suXus.
13.11 Warranty and repair do not include, without a separate agreement, safeguarding, transferring, recovering or reinstalling data, software, accounts, settings or configurations. Before equipment is submitted for inspection, warranty or repair, the Customer is responsible for an appropriate backup of data that is important to it and, where necessary, for removing or otherwise securing confidential data. suXus is not responsible for data loss inherent in a reset, replacement, storage-media replacement or recovery procedure performed by a manufacturer or repairer, except to the extent that the loss results from an attributable failure by suXus and liability exists under Article 16.
14. Confidentiality and personal data
14.1 Both parties shall keep confidential information secret and use it only for performance of the agreement. Access shall be restricted to persons who need the information and who are appropriately bound to confidentiality. This obligation continues after termination for as long as the information remains confidential.
14.2 The confidentiality obligation does not apply to information that is lawfully public, lawfully obtained from a third party without a duty of confidentiality, or independently developed. Disclosure required by law is permitted; where lawful and reasonably possible, the disclosing party shall inform the other party in advance.
14.3 For its own contact, relationship and administrative data, suXus acts as controller. The privacy statement at https://www.suxus.com/en/privacy-policy/ explains this processing.
14.4 Where suXus processes personal data on behalf of the Customer, the parties shall enter into a data processing agreement that complies with Article 28 GDPR. It shall include, among other things, instructions, security, subprocessors, international transfers, incident notification, assistance with data-subject rights, and return or deletion upon termination. These general terms and conditions and the privacy statement do not replace that agreement.
14.5 The parties shall implement appropriate security measures within their respective responsibilities. suXus shall notify the Customer without undue delay of a personal data breach of which suXus becomes aware in relation to personal data processed by suXus as processor and shall provide the assistance required by law. Agreements on costs may not obstruct mandatory timely assistance.
15. Intellectual property and data
15.1 Rights in pre-existing software, tools, methods and documentation remain with the rights holder. The Customer receives the rights of use required for the agreed use. Intellectual property is transferred only where this has been expressly agreed in writing and the statutory requirements have been met.
15.2 The Customer retains its rights in data and materials supplied by it. suXus obtains only the authority to process them for performance of the agreement and other lawful purposes made known to the Customer. Technical storage does not grant suXus an independent commercial right to use Customer content.
15.3 The end of a licence may terminate the right to use software. This does not remove any applicable right to export Customer data. Third-party rights may, however, restrict transfer of the software itself.
16. Liability and indemnity
16.1 In the event of an attributable failure or unlawful act, suXus shall compensate the direct damage caused thereby within the limits of this Article. Where remedy is still possible and required by law, the Customer shall first give suXus written notice of default with a reasonable period to remedy the failure.
16.2 Direct damage includes reasonable costs to determine the cause and extent, limit the damage and obtain the agreed performance after all. Reasonable costs of recovering or reconstructing data may constitute direct damage if the loss was caused by an attributable failure by suXus. Data damage is therefore not excluded in full solely because of its nature.
16.3 Liability for direct damage is limited, per event or series of related events, to the fee payable under the relevant agreement excluding VAT, subject to a maximum of EUR 25,000. For a recurring agreement, the fee for twelve months shall be used for this calculation. For an agreed total contract with a shorter duration, the fee for that shorter duration applies.
16.4 For damage resulting from death, personal injury or physical damage to property, a maximum of EUR 500,000 per event or series of related events applies instead, to the extent limitation is legally permitted. For this classification, data loss falls under Articles 16.2 and 16.3.
16.5 Loss of profit, lost savings, lost revenue and damage due to business interruption shall not be compensated to the extent that this exclusion is lawful and acceptable in the specific circumstances. The exclusion shall not reduce an expressly agreed core obligation to an obligation without meaningful content.
16.6 The limitations do not apply in the event of intent or deliberate recklessness by suXus’ management, to liability that may not legally be limited, or to the extent that application would be unacceptable according to standards of reasonableness and fairness. Rights of data subjects under the GDPR and mandatory rules on unfair data terms remain unaffected.
16.7 The parties shall report damage without undue delay and take reasonable measures to limit it. Contributory negligence and the contribution of both parties shall be taken into account in accordance with the law. Statutory complaint and limitation periods remain applicable.
16.8 The Customer shall indemnify suXus against justified third-party claims to the extent that they arise from unlawful content or instructions supplied by the Customer or licence infringements attributable to the Customer. The indemnity does not apply to the part caused by a fault of suXus. suXus shall report the claim in a timely manner, provide a reasonable opportunity to conduct a defence and shall not enter into a settlement that adversely affects the Customer without consultation.
17. Suspension and termination
17.1 In the event of a failure, the other party may suspend its obligations only to the extent there is sufficient connection and the suspension is justified and proportionate. In the event of payment arrears, the safeguards in Article 10 also apply.
17.2 A party may terminate the agreement in whole or in part for breach where the failure justifies termination and, where required, a reasonable cure period stated in a notice of default has expired without remedy. A failure of minor significance does not automatically justify termination of all Services.
17.3 In the event of an acute security threat, demonstrably unlawful use or a binding government order, suXus may immediately take the necessary measures. suXus shall limit the consequences and inform the Customer as soon as possible unless this is prohibited by law.
17.4 In the event of bankruptcy, suspension of payments, discontinuation of business or a comparable situation, the parties may exercise their statutory and contractual termination rights, subject to insolvency law and any statutory continuity protection.
17.5 During a justified suspension, fees remain payable to the extent permitted by the agreement and the law and insofar as suXus must actually maintain capacity or rights. Costs shall not be passed on indefinitely without corresponding performance. Resumption depends on removal of the cause and actual recoverability.
18. Consequences of termination of a Service
18.1 The parties shall coordinate a foreseeable end of a Service in a timely manner. The Customer is responsible for timely payment and for timely exporting or safeguarding data that is essential to it. suXus shall provide the agreed and legally required assistance.
18.2 For data under suXus’ actual control, in the event of a foreseeable termination the Customer shall in principle be given at least thirty calendar days to export such data, calculated from the written notice containing export instructions. The parties shall agree whether this period falls before or after the termination date. This export option is not a commitment to continue the entire Service free of charge. Longer statutory or agreed periods, including those under Article 19, shall prevail.
18.3 In the case of third-party services, access, licences, domains, certificates and cloud resources may expire on a fixed date. suXus shall report known limitations and deadlines in a timely manner. The Customer must perform an export before an announced irreversible expiry date if access will no longer be available thereafter. Dependence on third parties does not release suXus from obligations it must itself perform.
18.4 After expiry of the applicable export and retention periods, suXus is not required to keep data available indefinitely. Production data and separate backup data may be permanently deleted. Payment after deletion or expiry does not guarantee recovery or re-registration.
18.5 Personal data managed by suXus as processor shall be returned or deleted in accordance with the data processing agreement and the GDPR, including existing copies, unless a statutory retention obligation requires otherwise. Appropriate restricted phase-out and deletion periods shall be established for technical recovery copies. Such copies may not serve as an indefinite archive.
18.6 Services already provided shall be settled. Previously agreed, demonstrable and unavoidable supplier obligations may remain payable in the event of early termination to the extent lawful. Savings and other relevant circumstances shall be taken into account; there is no automatic penalty equal to all future revenue.
19. Switching of data processing services
19.1 To the extent a Service falls within Chapter VI of the European Data Act and suXus is the provider for that Service, the statutory switching rights apply additionally and take precedence. These rights include switching to another provider, transferring to the Customer’s own infrastructure and, where applicable, using multiple providers.
19.2 The Customer may choose in writing via [email protected] to switch or to have its exportable data and digital assets erased. The notice period is a maximum of two months, or a shorter agreed period. In the event of switching, suXus shall support the transfer without undue delay and, in principle, within a transition period of no more than thirty calendar days after that notice period.
19.3 If that transition period is technically unfeasible, suXus shall, within fourteen business days after the request, provide the Customer with a reasoned notice and state an alternative transition period of no more than seven months. The Customer’s statutory right to extend the transition period once for its own purposes remains applicable.
19.4 The affected service contract ends after a successful switch. If the Customer chooses erasure only, the affected service contract ends after expiry of the notice period. suXus shall confirm the termination. Following the transition period in the event of switching, there shall be a period of at least thirty calendar days during which exportable data and digital assets can be retrieved. They shall then be erased, provided that the switch has been completed and no statutory retention obligation requires otherwise. If erasure is expressly chosen, the data shall be deleted after the applicable notice period to the extent lawful.
19.5 Before conclusion of the contract, the service description or an associated export description shall state the exportable categories of data and digital assets, formats, procedures, known limitations and necessary cooperation. Protected data of suXus or third parties shall be excluded only within statutory limits and may not unnecessarily obstruct switching. Where required by law, suXus shall provide open interfaces, a commonly used machine-readable export format and support for functional equivalence.
19.6 To the extent that statutory rules applicable to a switch limit or prohibit switching charges, suXus shall charge switching costs only insofar as and up to the amount permitted by law. Any switching charges permitted by law shall be made known to the Customer transparently in advance. Regular service fees and any lawful fee for early termination that has been transparently agreed in advance shall be distinguished from switching charges.
19.7 During the switch, the parties shall cooperate in good faith regarding continuity and security. suXus shall make available information on the relevant infrastructure jurisdictions and measures against unlawful access from third countries to non-personal data. A payment dispute shall not be used to block statutory export or switching rights.
20. Force majeure
20.1 Force majeure exists only where performance is prevented by a circumstance that, under the law, the agreement and generally accepted standards, is not for the account of the affected party. A supplier outage, cyberattack or staffing problem does not constitute force majeure solely by being described as such.
20.2 The affected party shall inform the other party as soon as possible and limit the consequences. Obligations shall be suspended only to the extent that performance is actually prevented. A payment obligation for Services already supplied does not automatically cease as a result.
20.3 If the impediment continues for more than sixty days, or it becomes clear earlier that continuation cannot reasonably be required, either party may terminate the affected part in writing. Services already supplied and usable shall be settled reasonably; advance payments for Services not supplied shall be refunded to the extent there is no valid legal basis for retaining them.
21. Amendment of these terms and conditions
21.1 suXus may establish a new version for future agreements. Publication on the website does not automatically amend existing agreements.
21.2 For an existing ongoing agreement, suXus may amend these terms and conditions only if there is a valid contractual or statutory basis for doing so. suXus shall provide the complete new text and an explanation of material changes at least thirty days before the intended effective date, except where a shorter period is required by law.
21.3 In the event of a materially adverse amendment, the Customer may terminate the affected part before the effective date with effect from that date, unless the amendment is required solely in order to comply with mandatory law. New or more onerous obligations shall not be imposed retrospectively.
22. Governing law and disputes
22.1 The agreement is governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded to the extent it would otherwise apply.
22.2 The parties shall first attempt to resolve a dispute through mutual consultation. This does not prevent either party from seeking urgent measures or other legal remedies.
22.3 Disputes shall be submitted to the competent court in the judicial district of The Hague, unless mandatory law designates another court. A choice-of-forum clause applies only to the extent that it can validly be agreed.
Version 2026.01
1 October 2026