Chapter 1 – General Provisions

Article 1 – Definitions

In these General Terms and Conditions, the following terms are used. Terms can be read in both the singular and the plural.

1.1 AMS Internet B.V.: the private limited company AMS Internet B.V., registered with the Chamber of Commerce under number 42011983, established at Evert van de Beekstraat 1-17, 1118 CL Schiphol.

1.2 Connection: the entirety of technical facilities with which the Contractor gains access to the Service provided by AMS Internet B.V.

1.3 Application Form: the form established by AMS Internet B.V., in written or electronic form, with which the Contractor requests a Service.

1.4 General Terms and Conditions: this document, including any future versions.

1.5 Contractor: the legal entity that enters into an Agreement with AMS Internet B.V. for the purchase of one or more Services.

1.6 CPE unit: the customer-side network equipment (Customer Premises Equipment) made available by AMS Internet B.V. to the Contractor, including modems, routers, WiFi access points, firewalls, and other network equipment.

1.7 Service(s): the performance(s) to be provided by AMS Internet B.V. as further described in the Agreement, including in any case Internet Access Services and Telecommunications Services.

1.8 Service Description: a document drawn up by AMS Internet B.V. in which the specific characteristics and conditions of a Service are laid down.

1.9 Defect: the failure of a Service to meet the written agreed specifications, either completely or partially, provided that the defect is reproducible.

1.10 Internet Access Service: the service provided by AMS Internet B.V. with which the Contractor gains access to the public internet, based on DSL, fiber optic, or another transmission technology used by AMS Internet B.V.

1.11 Network: the infrastructure of transmission and routing equipment, cables, and other technical means managed by AMS Internet B.V. or by third parties engaged by it, which enables the transmission of signals.

1.12 Agreement: the entirety of the Application Form, the Service Description(s), the General Terms and Conditions, and any written attachments, on the basis of which AMS Internet B.V. delivers one or more Services to the Contractor.

1.13 Peripheral Equipment: equipment of the Contractor intended to be connected to the Network or to a Connection provided by AMS Internet B.V.

1.14 Target Date: an indicative date or period specified by AMS Internet B.V. for delivery or completion, which does not apply as a strict deadline unless explicitly agreed otherwise in writing.

1.15 Telecommunications Service: a Service consisting wholly or partly of the transmission or routing of signals over an electronic communications network.

1.16 Facilities: facilities, equipment, or software made available by AMS Internet B.V. to the Contractor for the purpose of delivering a Service, including the CPE unit.

1.17 Working Day: a calendar day, with the exception of Saturdays, Sundays, and officially recognized Dutch public holidays.

Article 2 – Applicability and order of precedence

2.1 These General Terms and Conditions apply to all offers from AMS Internet B.V. and to every Agreement between AMS Internet B.V. and the Contractor. Purchasing conditions or other general terms and conditions of the Contractor are explicitly not applicable.

2.2 If the Agreement consists of multiple documents, the following order of precedence applies in the event of a conflict: (a) the Application Form; (b) the Service Description; (c) these General Terms and Conditions. A written agreed framework agreement takes precedence over all aforementioned documents.

2.3 AMS Internet B.V. is entitled to amend these General Terms and Conditions. Amendments will be announced in writing or electronically at least thirty (30) calendar days prior to their entry into force. The Contractor is only entitled to terminate the Agreement in writing before the effective date of the amendment if the amendment in question demonstrably has a major impact on the Service provided to the Contractor. A major impact is deemed to exist if the amendment significantly impairs the functionality, availability, or conditions of the Service as agreed. Amendments of a minor or administrative nature do not give a right to termination. This right of termination expires as soon as the effective date has passed without the Contractor having terminated.

2.4 If a provision of the Agreement proves to be void or voidable, this does not affect the validity of the remaining provisions. Parties will consult to agree on a valid replacement provision that approaches the scope of the original as closely as possible.

Article 3 – Establishment of the Agreement

3.1 All offers and tenders from AMS Internet B.V. are non-binding and have a validity period of thirty (30) calendar days, unless stated otherwise on the offer.

3.2 An Agreement is established at the moment AMS Internet B.V. confirms the application submitted by the Contractor in writing or electronically, or at the moment AMS Internet B.V. actually commences the delivery of the Service.

3.3 When applying, the Contractor must provide up-to-date and correct company details, including a recent extract from the commercial register and a valid proof of identity of the representative. AMS Internet B.V. is entitled to conduct a creditworthiness assessment and, based on the outcome, to refuse the application or require additional financial security.

3.4 AMS Internet B.V. reserves the right to refuse an application at any time without giving reasons. A received application is not considered accepted as long as AMS Internet B.V. has not provided an explicit confirmation or actually commenced the delivery of the Service.

Article 4 – Delivery and execution

4.1 AMS Internet B.V. will make every effort to deliver the Service(s) in a timely and proper manner. All activities are performed on the basis of a best-efforts obligation, unless a results-based obligation has been explicitly agreed in writing.

4.2 Delivery or completion deadlines specified by AMS Internet B.V. apply as Target Dates and are not to be regarded as strict deadlines, unless the parties have explicitly agreed otherwise in writing. AMS Internet B.V. will make reasonable efforts to meet these Target Dates. Changes to the agreed scope or planning may lead to an adjustment of the Target Date. Exceeding a Target Date does not automatically put AMS Internet B.V. in default; a proper written notice of default with a reasonable recovery period is required for this.

4.3 The Contractor is responsible for the timely provision of all details and cooperation that AMS Internet B.V. reasonably requires for the execution of the Agreement, including access to the location where the Service is delivered. Delay resulting from failure to meet this obligation, or to meet it in a timely manner, is at the expense and risk of the Contractor and will lead to a corresponding extension of the Target Date.

4.4 AMS Internet B.V. is entitled to engage third parties in the execution of the Agreement. AMS Internet B.V. remains responsible to the Contractor for the proper fulfillment of the Agreement.

4.5 AMS Internet B.V. does not guarantee that the Service(s) will be error-free, uninterrupted, or fully available at all times. Disruptions due to power outages, network outages, or external factors fall outside the liability of AMS Internet B.V.

4.6 AMS Internet B.V. is entitled to assign access codes and identification details for the use of the Service. The Contractor will treat these confidentially and make them known only to authorized employees. AMS Internet B.V. is not liable for damage resulting from unauthorized use of access codes, unless this is the direct result of an attributable error by AMS Internet B.V.

Article 5 – Use of the Service

5.1 The Contractor will use the Service(s) exclusively in accordance with the Agreement, the law, and public decency. The Contractor is not permitted to use the Service(s) for actions that infringe on the rights of third parties, cause damage to the Network, or disrupt use by other customers of AMS Internet B.V.

5.2 Prohibited behaviors include, but are not limited to: sending unsolicited bulk messages (spam), penetrating computer systems without permission (hacking), distributing malware or discriminatory content, and committing mail bombing.

5.3 The Contractor is not permitted to resell, lease, or otherwise make the Service(s) available to third parties without the written permission of AMS Internet B.V.

5.4 AMS Internet B.V. has the right to set reasonable limits on transmission speeds or data traffic volumes, provided this is technically or operationally necessary for the quality and stability of the Network. AMS Internet B.V. will inform the Contractor of this as timely as possible.

5.5 The Contractor is responsible for the selection and use of its own equipment, software, and data files, in so far as these are not provided by AMS Internet B.V. AMS Internet B.V. does not guarantee the compatibility of its Services with the Contractor's equipment or software.

5.6 The Contractor will ensure adequate security of its own systems and infrastructure, including the use of up-to-date antivirus software and the application of standard security protocols.

Article 6 – Facilities and Equipment

6.1 Facilities made available to the Contractor by AMS Internet B.V. within the framework of the Agreement remain the property of AMS Internet B.V. or its suppliers at all times. The Agreement does not extend to transfer of ownership, unless explicitly agreed otherwise in writing.

6.2 The Contractor will use the Facilities with care and exclusively for the purpose for which they were made available. The right of use is non-exclusive, non-transferable, and non-sublicensable.

6.3 The Contractor will not make any changes to the Facilities and will not grant third parties access to them, unless AMS Internet B.V. has given prior written permission for this.

6.4 The Contractor will ensure that the location where the Facilities are placed meets the requirements set by AMS Internet B.V., including dry and vibration-free conditions, protection against harmful influences, and compliance with applicable legal requirements.

6.5 The risk of loss, theft, or damage of Facilities passes to the Contractor at the moment of actual delivery. The Contractor is fully liable for damage to the Facilities caused by improper use or negligence.

6.6 The Contractor will notify AMS Internet B.V. immediately in writing of any seizure or loss of the Facilities and will inform the seizing bailiff of AMS Internet B.V.'s ownership.

6.7 Upon termination of the Agreement, the Contractor will return the Facilities in their original condition. Transport costs will be borne by the Contractor. AMS Internet B.V. is entitled to perform a final inspection; damage established during that inspection will be at the expense of the Contractor.

Article 7 – Maintenance and Outages

7.1 AMS Internet B.V. will make every effort to keep the Service(s) available seven (7) days a week, twenty-four (24) hours a day, subject to planned and unplanned maintenance work.

7.2 AMS Internet B.V. is entitled to temporarily decommission the Service(s) for maintenance. AMS Internet B.V. will make every effort to inform the Contractor in advance about planned maintenance and, where possible, perform this outside of office hours. In the event of an emergency, AMS Internet B.V. may decommission the Service with immediate effect.

7.3 The Contractor will report outages to AMS Internet B.V. as soon as possible, providing a clear and detailed description. AMS Internet B.V. will make every effort to resolve the outage as quickly as reasonably possible.

7.4 Costs of outage investigation and recovery will be borne by AMS Internet B.V., unless the outage was caused by: (a) action or omission by the Contractor in violation of the Agreement; (b) improper use of the Service or the Facilities; or (c) non-functioning or poorly functioning Peripheral Equipment of the Contractor.

7.5 AMS Internet B.V. does not guarantee that all Defects will be resolved or that the Service will function without Defects at all times. AMS Internet B.V. is entitled to apply temporary workarounds during recovery or to replace defective Facilities with comparable equipment.

7.6 Backup, fallback, and recovery services fall under the Agreement only if this has been explicitly agreed in writing. The Contractor itself is responsible for making timely backups prior to maintenance work.

Article 8 – Fees and Payment

8.1 All stated prices are in euros and exclude VAT and other government-imposed levies, unless explicitly stated otherwise.

8.2 Fees are due from the date on which AMS Internet B.V. has reported the Service as delivered. AMS Internet B.V. invoices recurring fees in advance on the first day of the calendar month.

8.3 Payment must be made within fourteen (14) calendar days of the invoice date, unless another period has been agreed in writing. Receipt of the amount in the bank account of AMS Internet B.V. is considered the moment of payment.

8.4 If the Contractor believes an invoice is incorrect, he must report this in writing and with reasons to AMS Internet B.V. before the due date. The undisputed part of the invoice remains due and may not be suspended.

8.5 If the payment term is exceeded, the Contractor is in default by operation of law, without further notice of default being required. From that moment on, statutory commercial interest is due on the outstanding amount until the date of full payment.

8.6 In the event of persistent non-payment, AMS Internet B.V. is entitled to hand over the claim for collection. All associated extrajudicial collection costs — calculated in accordance with the applicable collection rate — will be borne by the Contractor.

8.7 Offsetting or suspension by the Contractor is not permitted, unless a court has explicitly permitted this or AMS Internet B.V. has consented to this in writing.

Article 9 – Price changes

9.1 AMS Internet B.V. is entitled to index the rates annually on January 1st in accordance with the Consumer Price Index (CPI) published by Statistics Netherlands (CBS), series "All households", of the preceding calendar year. Negative indexation will not be implemented.

9.2 Outside of the indexation in Article 9.1, AMS Internet B.V. is entitled to change its rates, including increases as a result of increased costs on the part of AMS Internet B.V. or its suppliers, but also for economic or commercial reasons. AMS Internet B.V. will announce a rate change in writing or electronically at least thirty (30) calendar days prior to the effective date.

9.3 If the Contractor does not wish to accept a price increase as referred to in Article 9.2, he has the right to terminate the Agreement as of the date on which the increase takes effect, provided he does so in writing within fourteen (14) calendar days of the announcement. This right of termination does not apply to the annual CPI indexation as referred to in Article 9.1.

Article 10 – Liability of AMS Internet B.V.

10.1 AMS Internet B.V. is only liable for direct damage suffered by the Contractor as a result of an attributable shortcoming in the fulfillment of the Agreement, and only if the Contractor has immediately and properly placed AMS Internet B.V. in default in writing with a reasonable period for recovery, and AMS Internet B.V. still fails to perform after the expiry of that period.

10.2 Direct damage is exclusively understood to mean: (a) material property damage; (b) reasonable costs to prevent or limit direct damage; and (c) reasonable costs to establish the damage and liability.

10.3 The total liability of AMS Internet B.V. for direct damage is limited per event to an amount equal to the fees paid by the Contractor to AMS Internet B.V. in the three (3) months prior to the event causing the damage, with an absolute maximum of fifty thousand euros (€ 50,000).

10.4 Liability for damage due to death or bodily injury is limited to two hundred and fifty thousand euros (€ 250,000) per event, whereby related events count as a single event.

10.5 Liability for indirect damage or consequential damage is completely excluded. This includes in any case: loss of profit, missed savings, loss of data, business stagnation, and damage due to delay in data traffic. 10.6 The liability limitations in this article lapse if and to the extent that the damage is the result of intent or deliberate recklessness of the management of AMS Internet B.V. 10.7 Any right to compensation lapses if the Contractor does not initiate legal action within six (6) months after the moment the damage occurred.

Article 11 – Liability of the Contractor

11.1 The Contractor is fully liable for damage suffered by AMS Internet B.V. as a result of an attributable shortcoming or unlawful act of the Contractor, including damage due to loss, theft, or damage of Facilities.

11.2 The Contractor indemnifies AMS Internet B.V. against third-party claims related to the use of the Service(s) by the Contractor, the content of information distributed by the Contractor, or the data processed or exchanged by the Contractor via the Service(s).

Article 12 – Force Majeure

12.1 Neither party is obliged to fulfill any obligation if fulfillment is reasonably impossible as a result of a circumstance that cannot be attributed to that party. This includes in any case: disruptions in the public internet or energy infrastructure, cable breakage, government measures, natural disasters, fire, strikes, failure of suppliers of AMS Internet B.V., and other circumstances that cannot reasonably be attributed to AMS Internet B.V.

12.2 The party invoking force majeure will inform the other party of this in writing as soon as possible, stating the nature and expected duration of the obstacle.

12.3 If the force majeure situation continues for more than ninety (90) calendar days, both parties have the right to dissolve the Agreement in writing, without this giving rise to a claim for compensation. Already delivered services will be settled pro rata.

Article 13 – Data Protection

13.1 Parties are mutually obliged to comply with the applicable laws and regulations in the field of data protection, including the General Data Protection Regulation (GDPR), and to provide each other with the necessary cooperation in this regard.

13.2 AMS Internet B.V. processes personal data of the Contractor exclusively in so far as this is necessary for the execution of the Agreement, for invoicing, and for legally required purposes. AMS Internet B.V. only uses personal data for marketing purposes if the Contractor has given permission for this.

13.3 The Contractor itself is responsible for ensuring that the processing of personal data taking place via the Service(s) complies with the GDPR. The Contractor indemnifies AMS Internet B.V. against third-party claims resulting from a violation of the GDPR by the Contractor.

13.4 As a provider of electronic communications services, AMS Internet B.V. is registered with the Authority for Consumers and Markets (ACM) and is legally obliged to cooperate with lawful requests from competent authorities, including wiretapping orders or the provision of traffic data. AMS Internet B.V. is not liable for damage suffered by the Contractor as a result of compliance with such legal obligations.

Article 14 – Confidentiality

14.1 Parties will treat all information they receive from the other party and which should reasonably be considered confidential as strictly confidential. Information explicitly designated as confidential by a party will in any case be regarded as such.

14.2 Confidential information will only be used for the purpose for which it was provided and only shared with persons for whom knowledge is necessary in the context of the Agreement. Parties will impose an equivalent confidentiality obligation on involved employees and engaged third parties.

14.3 The confidentiality obligation does not apply to information that: (a) is already public other than through breach of the Agreement; (b) was lawfully received from a third party without confidentiality obligation; or (c) must be disclosed based on a legal requirement or court order.

Article 15 – Intellectual Property

15.1 All intellectual property rights to the Service(s), the software used for them, documentation, data, and other materials rest exclusively with AMS Internet B.V. or its licensors. The Contractor does not acquire ownership rights; only a non-exclusive, non-transferable, and non-sublicensable right of use for the duration of the Agreement.

15.2 The Contractor is not entitled to remove or alter copyright notices, trademarks, or other intellectual property designations of AMS Internet B.V.

15.3 The Contractor is not permitted to use the logo, trade name, or other brand expressions of AMS Internet B.V. in its own expressions, communication, or marketing materials, unless AMS Internet B.V. has given prior written permission for this. AMS Internet B.V. can attach conditions to granting permission regarding the method of use.

15.4 The right of use ends by operation of law upon termination of the Agreement. The Contractor will cease using the software and materials made available to him with immediate effect.

15.5 AMS Internet B.V. is entitled to use the Contractor's name and logo as a reference in its own expressions. The Contractor can object to this in writing at any time, after which AMS Internet B.V. will cease further distribution or new use. Already published or printed material falls outside the scope of this objection.

Article 16 – Financial security

16.1 AMS Internet B.V. is entitled, before the start or during the term of the Agreement, to require additional financial security from the Contractor in the form of a bank guarantee, surety, security deposit, or prepayment, if there is reasonable doubt based on facts and circumstances regarding the Contractor's willingness or capacity to pay.

16.2 The requested security will not exceed the amount the Contractor is expected to owe in fees over twelve (12) months. As soon as the need for security has lapsed in the opinion of AMS Internet B.V., the security will lapse.

Article 17 – Suspension and decommissioning

17.1 AMS Internet B.V. is entitled to suspend or decommission the Service(s) in whole or in part if the Contractor fails to fulfill an obligation under the Agreement, if AMS Internet B.V. receives complaints from third parties about the Contractor's use of the Service, or if maintenance requires this. The Contractor remains obliged to pay the agreed fees during the suspension.

17.2 AMS Internet B.V. will only proceed to decommissioning due to non-payment after the Contractor has failed to pay within the period set in a final demand, following a reminder and a subsequent demand, both to be sent digitally.

17.3 Reconnection will take place after the Contractor has fulfilled all his outstanding obligations and has paid the reconnection costs established by AMS Internet B.V.

Article 18 – Duration and termination

18.1 The Agreement is entered into for an initial term of thirty-six (36) months, unless parties have agreed on a different term in writing.

18.2 After the initial term, the Agreement is continued for an indefinite period. Either party can terminate the Agreement after the initial term, subject to a notice period of one (1) calendar month, by means of a written or demonstrable digital notice to the other party.

18.3 Either party is entitled to dissolve the Agreement in writing with immediate effect if: (a) the other party fails in a material obligation and does not remedy this failure, after written notice of default with a reasonable recovery period; (b) the other party has been granted a suspension of payments or bankruptcy has been applied for; (c) the business of the other party is liquidated or its activities are actually ceased; or (d) a substantial part of the other party's assets has been seized.

18.4 Upon termination of the Agreement, regardless of the cause, the Contractor will cease using the Service(s) immediately and provide all cooperation necessary for removing Facilities from his location. AMS Internet B.V. is entitled to charge reasonable termination costs. Provisions that by their nature are intended to survive termination will remain in force.

Article 19 – Final provisions

19.1 The Agreement is exclusively governed by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.

19.2 All disputes arising from or related to the Agreement will be submitted exclusively to the competent court in the district of Amsterdam.

19.3 Amendments or additions to the Agreement are only valid if they have been agreed in writing by authorized representatives of both parties.

19.4 The Contractor is not entitled to transfer rights or obligations under the Agreement to third parties without the prior written consent of AMS Internet B.V. AMS Internet B.V. is entitled to transfer the Agreement in the context of a merger, acquisition, or transfer of its business.

Chapter 2 – Telecommunications Services

The provisions in this chapter are additionally applicable if the Service relates wholly or partly to a Telecommunications Service, in addition to Chapter 1.

Article 20 – Delivery of the Connection

20.1 After entering into the Agreement, AMS Internet B.V. will make every effort to make the Connection operationally available as soon as possible. The period specified for this applies as a Target Date. In so far as reasonably possible, AMS Internet B.V. will take the Contractor's wishes into account during the technical setup of the Connection.

20.2 The Contractor guarantees that all necessary technical and physical facilities are present at the delivery location and that AMS Internet B.V. has free access to the location for installation and maintenance. Extra costs resulting from the lack of these facilities will be borne by the Contractor.

20.3 Peripheral Equipment of the Contractor that is connected to the Network or the Connection must meet all applicable legal requirements and standards. AMS Internet B.V. is entitled to decommission the Connection if non-compliant Peripheral Equipment disrupts the Network.

Article 21 – Numbers and number portability

21.1 AMS Internet B.V. makes one or more telephone numbers available per Connection. AMS Internet B.V. will cooperate with a request for number retention, unless technical or legal obstacles make this impossible. AMS Internet B.V. may charge costs for number retention.

21.2 AMS Internet B.V. is entitled at any time to change or withdraw numbers if this is legally required or if numbering is otherwise revised. AMS Internet B.V. is not liable for damage due to number changes.

21.3 As a registered provider with the ACM, AMS Internet B.V. is obliged to exchange number information with other providers for the settlement of telecommunications traffic. AMS Internet B.V. is not liable for the use that other providers make of this number information.

Article 22 – Legal obligations

22.1 Based on applicable laws and regulations, including the Telecommunications Act, AMS Internet B.V. is obliged to cooperate with lawfully given orders for wiretapping or otherwise monitoring telecommunications traffic and with requests from the ACM or other competent authorities. AMS Internet B.V. is not liable for damage suffered by the Contractor as a result of compliance with such an order or request.

Chapter 3 – Internet Access Services

The provisions in this chapter are additionally applicable if the Service consists wholly or partly of providing access to the public internet, in addition to Chapters 1 and 2.

Article 23 – Provision of internet access

23.1 AMS Internet B.V. delivers the agreed internet access based on DSL, fiber optic, or another agreed transmission technology. Availability at a specific location depends in part on the technical infrastructure of third parties. AMS Internet B.V. cannot guarantee a minimum speed or uninterrupted availability. Any warranties from AMS Internet B.V. relate exclusively to the network of AMS Internet B.V. itself and do not extend to the availability of the broader internet or systems of third parties.

23.2 AMS Internet B.V. is entitled to impose reasonable limits on data volumes or transmission speeds if this is technically or operationally necessary to guarantee the quality of the Network. AMS Internet B.V. will inform the Contractor of this as timely as possible.

23.3 AMS Internet B.V. assigns an IP address to the Contractor. This address can be dynamic and change after each session. The Contractor is obliged to use the IP address assigned by AMS Internet B.V. AMS Internet B.V. is entitled to change the IP address at any time.

Article 24 – CPE unit for internet access service

24.1 AMS Internet B.V. makes a CPE unit available and installs it at the Contractor's premises. Repairs, reconfigurations, and connecting Peripheral Equipment to the CPE unit are performed exclusively by or in consultation with AMS Internet B.V., unless agreed otherwise in writing.

24.2 The CPE unit is provided to the Contractor on loan and remains the property of AMS Internet B.V. at all times, unless explicitly agreed otherwise in writing. Upon termination of the Agreement, regardless of the reason, the Contractor is obliged to return the CPE unit to AMS Internet B.V. immediately and in good condition. Return costs are borne by the Contractor. AMS Internet B.V. is entitled to charge the replacement value of the CPE unit in the event of late or damaged return.