2.1 In general, the Agreement will consist of the following
documents, whereby in the event of any inconsistency or
conflict between or among provisions of the following
documents, the contents of the document first listed shall have
precedence and shall prevail over the documents listed later, in
descending order:
a) The Internet Services Master Agreement (if entered into);
b) The Change Order Form (only in relation to the relevant
Order Form)
c) The Order Form;
d) The Services Specification;
e) The Support and Service Level Schedule;
f) The General Terms; and
g) The LeaseWeb Policies.
2.2 If LeaseWeb has accepted the applicability of Customer’s
general terms and conditions, in writing, and there is a conflict
or inconsistency between any of the provisions of these General
Terms and one or more of the provisions of Customer’s general
terms and conditions, the provisions of these General Terms
shall prevail.
2.3 LeaseWeb is entitled to amend the General Terms, the Services
Specification, the Support and Service Level Schedule and the
LeaseWeb Policies. Such amendment also applies to existing
Orders for Services, unless LeaseWeb states otherwise. The
amendments come into effect thirty (30) days after the
announcement or on a later date stated in the announcement.
The announcement may be made through the Customer Portal.
If Customer does not wish to accept an amendment that relates
to an existing Order, it can terminate the Agreement in relation
to that existing Order with effective from the date on which the
amendment comes into force. The written cancellation must
have been received by LeaseWeb within fourteen (14) days
after LeaseWeb’s announcement of the amendments. No such
termination rights shall exist if: (a) the amendment is solely for
the benefit of the Customer; (b) Customer is offered the option
to refuse the amendment; © the amendments are required by
law; or (d) the amendment does not adversely affect
Customer’s use of the Services.
3.1 The scope and nature of the Services offered by LeaseWeb are
set forth in the Services Specification. The scope and nature of
the available Service Levels are set forth in the Support and
Service Level Schedule.
3.2 The Services, as well as the Service Levels, purchased or leased
by Customer from LeaseWeb are itemized in the Order Form.
The Order Form shall also specify any Equipment leased by
Customer from LeaseWeb and any Equipment purchased by
Customer from LeaseWeb.
4.1 All Quotes shall be non‐binding and may be changed by
LeaseWeb at any time prior to the execution of a binding
contract, even when a period for acceptance is mentioned in
the Quote. In case no period for acceptance is mentioned,
Quotes cease to be effective after thirty (30) days from the date
of the relevant Quote.
4.2 LeaseWeb shall not be bound by variations or amendments or
changes to a Quote that occur in the acceptance by Customer
of such Quote. Nor shall LeaseWeb be bound by a partial
acceptance of a (composite) Quote.
4.3 In the event that Customer wishes to purchase or lease Services
or Equipment from LeaseWeb, Customer shall either (i) place a
Purchase Order with LeaseWeb to that effect; or (ii) request
LeaseWeb to provide a Quote.
4.4 Any Purchase Order made by Customer shall be submitted (i) in
writing, by facsimile or by email; or (ii) by completing the online
purchase process on LeaseWeb’s website
(www.leaseweb.com); or – in respect of certain Services or
products – (iii) by means of or through the Customer Portal.
4.5 LeaseWeb shall review a Purchase Order within a reasonable
time after receipt thereof. If LeaseWeb is willing and able to
provide the requested Service(s) and/or Equipment to
Customer, LeaseWeb shall confirm such to Customer in writing,
by email or by facsimile, by sending a signed Order Form to
Customer.
4.6 Unless LeaseWeb has made any material alterations to
Customer’s Purchase Order, in the acceptance of such Purchase
Order and drawing up the Order Form, Customer shall be
bound by LeaseWeb’s acceptance of the Purchase Order as
confirmed and specified in the Order Form.
4.7 In the event that LeaseWeb has made any material alterations
to Customer’s Purchase Order, in the acceptance of such
Purchase Order and drawing up the Order Form, the Order
Form shall be subject to Customer’s approval and acceptance. If
Customer approves of the Order Form, (an authorised
representative of) Customer shall sign the Order Form for
acceptance and provide a copy thereof to LeaseWeb.
5.1 During the Term of an Order, Customer may submit a change
request. Customer should submit its change request in writing,
by facsimile or by email, to LeaseWeb for the attention of the
Sales Department.
5.2 Every change request is subject to acceptance and approval by
LeaseWeb, which may be granted or withheld at LeaseWeb’s
sole discretion.
5.3 Any acceptance and approval of a change request shall only be
valid if confirmed in writing by an authorized representative of
LeaseWeb. As a general rule, any such confirmation will be
made by means of a Change Order Form.
5.4 LeaseWeb shall be entitled to set conditions to its acceptance
and approval of the change request, e.g. adjustment of the
Service Charges, payment by Customer of a charge for
administrative activities and/or payment by Customer of any
other non‐recurring charges in relation to effecting the change.
Such conditions, adjustment and charges will be specified in the
Change Order Form.
6.1 LeaseWeb shall use commercially reasonable efforts to ensure
that:
a) the Services will be ready for Customer’s use on the RFS
Date; and
b) any Equipment sold by LeaseWeb to Customer will be
delivered on the Delivery Date at the LeaseWeb Datacenter,
as specified in the Order Form.
c) In view of the foregoing, Customer acknowledges that both
the RFS Date and the Delivery Date are target dates.
6.2 With effect from delivery to Customer of the Equipment sold by
LeaseWeb to Customer, such Equipment shall be for the risk
and benefit of Customer. However, title of ownership to the
Equipment will only pass to Customer on the receipt by
LeaseWeb of payment ‐ in full ‐ of the purchase price for such
Equipment, as specified in the Order Form. For the avoidance of
doubt: In the event that Customer leases Dedicated Equipment,
such lease will be an operational lease and payment of Service
Charges shall not constitute any transfer of ownership of such
Dedicated Equipment to Customer.
6.3 LeaseWeb may – at its sole discretion – unilaterally delay the
RFS Date, by giving written notice to Customer, taking into
account a notice period of at least five (5) days, provided that
Customer shall be entitled to a credit equal to ten percent
(10%) of the non‐recurring charges, referred to in Section 9.4b),
with respect to the affected Service if LeaseWeb unilaterally
delays the RFS Date by more than thirty (30) days after the
initial RFS Date. LeaseWeb’s notice of delay shall state a new
RFS Date.
6.4 In case Customer has a complaint with respect to:
a) the Service, Customer shall provide written notice to
LeaseWeb, including in reasonable detail the grounds for its
complaint, within two (2) days from the RFS date in the
absence whereof Services shall be deemed to be approved
of by Customer;
b) any Equipment sold by LeaseWeb to Customer, Customer
shall provide written notice to LeaseWeb, including in
reasonable detail the grounds for its complaint, within five
(5) days from the Delivery Date in the absence whereof such
Equipment shall be deemed to be accepted and approved by
Customer.
6.5 In the event that Customer has provided its written complaint
in accordance with Section 6.4, and such complaint is found to
be justified, LeaseWeb shall take such action as necessary, and
as expeditiously as reasonably practicable, to correct or cure
such defect or failure. LeaseWeb will subsequently notify
Customer hereof once the Service or Equipment is functioning
properly and the complaint periods specified in Section 6.4 shall
(re)commence on the date of such notice.
7.1 Customer shall at all times use the Services and/or Equipment
in compliance with all relevant laws and the LeaseWeb Policies.
Customer shall not permit any third party (including Customer’s
End Users) to use the Services for any improper or unlawful
purpose.
7.2 Customer acknowledges that LeaseWeb exercises no control
over ‐ and that LeaseWeb accepts no responsibility for ‐ the
content of information and communications, in whatever form,
transmitted by Customer over the Network.
7.3 Customer acknowledges that, by offering or providing the
Services, LeaseWeb does not publish or otherwise provide
Customer’s content to any end users. Customer agrees that
Customer shall, at all times, be solely responsible for all text,
graphics, sound, video, data and any aspect of Customer’s
content.
7.4 Customer’s use of any information obtained via the Network is
at Customer’s own risk. LeaseWeb specifically denies any
responsibility for the accuracy or quality of information
obtained through its Services.