These Terms & Conditions (“Terms”) apply to all quotations, offers, agreements and deliveries by Logicos in the areas of hardware, internet/connectivity, telephony, network management, IT support, (managed) security, cloud/hosting and software licences.
1Identity of Logicos
Logicos (sole proprietorship), also trading under the names:
- Logicos
- Logicos Connectivity
- Logicos Network Security
- Logicos Cloud
- Logicos Software
Address
De Lijsterbes 25, 6942TM Didam, Nederland
KvK / VAT
97161705 / NL005252816B07
IBAN
NL44KNAB0776497499
2Definitions
- 2.1 Customer:
- the natural or legal person acting in the exercise of a profession or business who enters into an Agreement with Logicos.
- 2.2 Parties:
- Logicos and the Customer jointly.
- 2.3 Agreement:
- any agreement between Logicos and the Customer, including annexes, order confirmations, SLAs, licence terms and other arrangements.
- 2.4 Services:
- all services of Logicos, including (but not limited to) internet/connectivity, telephony, network management, IT support, cloud/hosting, security and managed services.
- 2.5 Products:
- all goods delivered by Logicos, including hardware, parts and peripherals.
- 2.6 SLA:
- Service Level Agreement if agreed in writing.
3Applicability
3.1
These Terms apply to all legal relationships between Logicos and the Customer.
3.2
Deviations only apply if confirmed in writing by Logicos.
3.3
The Customer’s purchasing or general terms and conditions are expressly rejected.
3.4
If any provision is void or annulled, the remaining provisions remain in full force; the Parties shall replace the provision with one that most closely approximates its purpose and intent.
3.5
Logicos shall make these Terms available electronically before or upon conclusion of the Agreement in a manner that allows the Customer to store them for future reference. If this is not reasonably possible, Logicos shall indicate where the Terms can be consulted electronically and that they will be sent free of charge upon request.
4Quotations and formation
4.1
Quotations are non-binding unless explicitly stated otherwise.
4.2
An Agreement is formed by (i) written acceptance by the Customer, (ii) order confirmation by Logicos, or (iii) actual commencement of performance by Logicos.
4.3
Obvious errors or mistakes in quotations, price indications or communications do not bind Logicos.
5Performance and cooperation
5.1
Logicos performs the Agreement to the best of its knowledge and ability; unless a specific result has been explicitly agreed, this constitutes a best-efforts obligation.
5.2
Logicos may subcontract (parts of) the performance to third parties.
5.3
The Customer shall timely provide all necessary information, cooperation, access (remote/on-site), accounts and contact persons.
5.4
Delays, additional costs or reduced performance resulting from the Customer’s failure to (timely) fulfil obligations shall be at the Customer’s expense and risk.
Part A – Products (hardware)
6Delivery, timelines and risk
6.1
Delivery timelines are indicative unless agreed in writing as firm deadlines.
6.2
Risk of Products transfers to the Customer upon delivery.
6.3
Logicos is not liable for delays caused by suppliers, carriers or other third parties.
7Retention of title
7.1
All delivered Products remain the property of Logicos until the Customer has paid all outstanding claims in full (including interest and costs).
7.2
The Customer shall carefully store Products subject to retention of title, keep them identifiable and shall not encumber or alienate them.
8Warranty and RMA
8.1
Products are in principle subject only to the manufacturer’s and/or supplier’s warranty, unless otherwise agreed in writing.
8.2
The Customer must inspect Products immediately upon receipt. Visible shortages, transport damage and externally observable defects must be reported in writing within 48 hours of delivery. Non-visible defects must be reported in writing promptly after discovery, but no later than 14 days after discovery. Failure to report timely shall constitute acceptance of the Products.
8.3
Damage or defects caused by improper use, incorrect installation, third-party modifications, unsuitable environmental conditions, power/voltage problems, external influences or negligent management are excluded from warranty.
8.4
Where Logicos handles RMA or warranty processing, lead times depend on the manufacturer and/or supplier. Logicos does not guarantee timelines maintained by third parties.
8.5
Unless otherwise agreed in writing, a warranty claim only entitles the Customer to repair, replacement or credit, at Logicos’s discretion.
9Loan of (network) hardware
9.1
Logicos may provide (network) hardware on loan to the Customer. Such hardware remains the property of Logicos at all times.
9.2
The Customer must manage and use loaned hardware with due care in accordance with instructions provided by Logicos and the intended purpose of the equipment.
9.3
Damage to, loss of or theft of loaned hardware — other than through normal use and wear — shall be charged to the Customer at replacement cost.
9.4
The Customer may not make loaned hardware available to third parties, relocate it to another address or modify it without prior written consent from Logicos.
9.5
Upon termination of the Agreement, the Customer must return loaned hardware promptly and in good condition to Logicos.
Part B – Services
10Internet/connectivity
10.1
Speeds, availability and coverage depend on location, infrastructure and (sub)contractors/carriers. Stated speeds are “up to” values unless explicitly agreed otherwise.
10.2
Logicos may take reasonable network management measures (maintenance, security, traffic management) to safeguard quality and security.
10.3
Abuse and unlawful use (including spam, abuse, DDoS, infringement of third-party rights) is prohibited. Logicos may restrict, block or suspend Services in case of (suspected) abuse.
11Telephony (VoIP)
11.1
Telephony services may depend on internet, power and third-party platforms. The Customer is responsible for appropriate redundancy if continuity is business-critical.
11.2
Number porting and integrations depend on third parties; timelines are indicative.
11.3
Logicos is not liable for delays/errors in portings caused by third-party operators or incorrect/incomplete data from the Customer.
12Network management, security and managed services
12.1
The scope of managed services (monitoring, patching, configuration management, firewall/endpoint management, backup control, change management, etc.) follows from the Agreement and/or SLA.
12.2
Logicos may carry out necessary changes for security and continuity; non-urgent changes are announced where reasonable.
12.3
The Customer remains ultimately responsible for policies, authorisations, data and continuity choices, unless otherwise agreed in writing.
13IT support / service desk
13.1
Support is provided within agreed times and channels. Without an SLA, best-effort response and resolution times apply.
13.2
Logicos may use (secured) remote access for support; the Customer ensures the necessary access and availability of contact persons.
13.3
Work outside scope constitutes additional work.
14Service Level Agreements (SLA)
14.1
Logicos offers three SLA levels. An SLA only applies if and to the extent explicitly specified for the relevant Service in the Agreement. If no SLA has been explicitly agreed, no SLA applies to that Service.
14.2
The SLA levels are as follows:
| SLA A (Always) | SLA N (Next Business Day) | SLA B (Best Effort) | |
|---|---|---|---|
| Service Window | 24 × 7 | Office hours | Office hours |
| Availability | 99,90 % | 99,60 % | 95,00 % |
| Response time | < 2 hours | < 4 hours* | < 8 hours* |
| Resolution time | < 6 hours | < 8 hours* | Best Effort |
* For SLA N and SLA B, response and resolution times are calculated based on hours within office hours. For SLA A, these are calculated based on clock hours.
Office hours and service windows
14.3
The office hours and service windows are as follows:
| Day | Office hours | SLA A |
|---|---|---|
| Monday | 09:00 – 17:00 | 00:00 – 24:00 |
| Tuesday | 09:00 – 17:00 | 00:00 – 24:00 |
| Wednesday | 09:00 – 17:00 | 00:00 – 24:00 |
| Thursday | 09:00 – 17:00 | 00:00 – 24:00 |
| Friday | 09:00 – 17:00 | 00:00 – 24:00 |
| Saturday | – | 00:00 – 24:00 |
| Sunday | – | 00:00 – 24:00 |
14.4
On official Dutch public holidays, Logicos is not available during office hours, with the exception of SLA A (Always). Official public holidays include: New Year’s Day, Easter Monday (1st and 2nd), King’s Day, Ascension Day, May 5 (if nationally designated), Whit Monday (1st and 2nd), Christmas Day (1st and 2nd).
Reporting and communication
14.5
The Customer may create an incident ticket 24/7 via the ticketing system designated by Logicos. Tickets are also handled outside office hours in accordance with the agreed SLA.
14.6
The starting point for reporting an incident is always the written ticket submission. The ticket creation time serves as the basis for determining response and resolution times.
14.7
To invoke SLA A, the Customer must also report an incident outside office hours by telephone to the Logicos Incident Service at the general phone number. The Logicos Incident Service will then contact the Customer within two hours.
Customer responsibility
14.8
The Customer is — regardless of the applicable SLA level — responsible for first-line support and troubleshooting on the delivered Service. When reporting an incident, the Customer must state in the ticket what troubleshooting has already been performed and its results.
14.9
The Customer must be available for on-site troubleshooting support when requested by Logicos. If the Customer is unavailable when Logicos requests assistance in identifying or isolating an incident, SLA standards are suspended for the duration of that unavailability.
Application and exceptions
14.10
Service availability is measured monthly over the applicable Service Window, excluding planned maintenance that was timely announced.
14.11
Availability standards apply only to a complete disruption of the relevant Service, unless a specific and measurable performance parameter has been explicitly agreed in the Agreement or SLA. Reduced performance without an agreed measurable performance standard does not fall under the availability standards.
14.12
SLA standards do not apply:
- if the Service has not yet been delivered;
- during regular maintenance windows and unplanned emergency measures (security/incident) that cannot be performed within the regular window;
- in case of force majeure (Article 27);
- for disruptions resulting from acts or omissions of the Customer and/or end user;
- if the Customer is not available to assist in identifying or isolating the problem (see 14.9).
14.13
Exceeding an SLA standard only entitles the Customer to the remedy specified in the Agreement or SLA (e.g. service credits) and does not constitute independent grounds for termination or damages, unless there is a structural and attributable shortcoming by Logicos.
Connectivity services
14.14
For connectivity services, the SLA provisions of the relevant carrier/supplier also apply. The SLA applies to disruptions on the Logicos network and the supplier’s network. The local loop (the physical connection between the access point at the customer’s location and the nearest network node of the supplier) is excluded from the SLA.
14.15
Supplier SLAs relate to availability and resolution times and do not provide an unconditional uptime guarantee. If unavailability is unacceptable, the Customer should consider redundancy.
15Cloud/hosting and backup
15.1
Logicos may provide cloud/hosting services via its own platform and/or third parties.
15.2
Backup is only provided if agreed; retention and recovery procedures follow from the Agreement/SLA. Without an explicit agreement, Logicos is not obliged to provide backup or recovery.
15.3
Logicos may perform maintenance and will announce this where reasonable in advance, except in case of urgency (security/incident).
16Software licences
16.1
Unless otherwise agreed, the Customer obtains a non-exclusive and non-transferable right of use for the duration and scope as agreed.
16.2
Third-party licences are subject to the conditions of the relevant supplier; the Customer is responsible for compliance.
16.3
Logicos is not responsible for changes/discontinuation by third parties, unless Logicos has given specific written guarantees.
17Third parties
17.1
Logicos may use third parties (carriers, datacenters, suppliers, software vendors) for performance.
17.2
Disruptions or limitations at third parties may impact Services; Logicos will endeavour to coordinate and resolve, but depends on the escalation processes of those third parties.
Part C – Pricing, indexation, invoicing
18Pricing, indexation and price changes
18.1
All prices are exclusive of VAT and levies, unless stated otherwise.
18.2
Annual indexation (summer): Logicos may annually index recurring fees as of July 1 based on the CBS CPI (all households) or a successor index. This indexation constitutes an automatic price adjustment and does not entitle the Customer to interim cancellation.
18.3
Other price changes (other than indexation) take place to the extent and in the manner permitted under Dutch law, for example due to demonstrable cost increases at suppliers/carriers, amended legislation or changed scope/usage. Logicos will announce such changes where reasonable at least 30 days in advance.
18.4
If a non-indexation price change results in a material increase of a recurring fee, the Customer may cancel the relevant Service against the effective date of the change, subject to Article 28.
19Additional work
19.1
Work outside the agreed scope or at the Customer’s request constitutes additional work and will be invoiced at the then-applicable rates, unless otherwise agreed in writing.
20Invoicing and payment
20.1
Invoicing is done electronically, unless otherwise agreed in writing. Subscriptions and recurring fees are generally invoiced in advance; consumption, additional work and post-calculations afterwards.
20.2
Payment must be made within the payment term stated on the invoice. If no payment term is stated, a payment term of 14 days after invoice date applies. Late payment constitutes default without further notice. From the due date, the Customer owes statutory commercial interest (Article 6:119a Dutch Civil Code).
20.3
All reasonable out-of-court collection costs are borne by the Customer. Extrajudicial collection costs amount to 15% of the outstanding principal, with a minimum of € 40.00. All judicial costs and other reasonable collection costs are fully borne by the Customer.
20.4
Hardware deliveries must be paid in full in advance, unless otherwise agreed in writing. Delivery takes place only after receipt of full payment.
20.5
If the Customer is in default, Logicos is entitled to suspend its obligations, delay deliveries and/or restrict or block Services in whole or in part. Suspension does not affect the Customer’s payment obligations.
20.6
Logicos is at all times entitled to require advance payment or additional security if there are justified reasons to doubt the Customer’s payment capacity.
20.7
The Customer is not entitled to set-off, withholding, discount or suspension of any payment obligation towards Logicos, unless mandatory law provides otherwise.
Part D – Privacy, security, IP, liability
21Complaints
21.1
The Customer must report complaints about Services in writing and with sufficient detail to Logicos promptly after discovery, but no later than 14 days after discovery.
21.2
Complaints about invoices must be reported to Logicos in writing and with reasons within 14 days of the invoice date.
21.3
Complaints about Products are handled in accordance with Article 8.
21.4
Filing a complaint does not suspend the Customer’s payment obligation.
21.5
If the Customer does not complain timely, its claims in that regard shall lapse to the extent permitted by law, and Logicos’s performance shall be deemed accepted by the Customer.
22Privacy (GDPR) and processor role
22.1
If Logicos processes personal data on behalf of the Customer, the Customer is the data controller and Logicos is the processor, unless otherwise explicitly agreed in writing.
22.2
The Parties shall, where legally required or reasonably necessary, enter into a data processing agreement (DPA). In case of conflict between these Terms and the DPA, the DPA prevails insofar as the processing of personal data is concerned.
22.3
Logicos is entitled to use sub-processors. Logicos ensures that sub-processors are contractually bound by obligations substantially equivalent to Logicos’s privacy and security obligations.
22.4
Logicos takes appropriate technical and organisational measures, taking into account the state of the art and the nature of the processing.
22.5
The Customer warrants that it is entitled to process the relevant personal data and that a valid legal basis is in place.
22.6
Unless otherwise agreed in writing, the Customer is responsible for informing data subjects, assessing data subject requests and determining retention periods.
23Security and incidents
23.1
Logicos is entitled to implement security measures, updates, patches and configuration changes if necessary for the availability, integrity or continuity of the Service.
23.2
The Customer is responsible for secure use of the Services, including strong passwords, multi-factor authentication and following Logicos’s security instructions.
23.3
If the Customer or its end users act in violation of law, third-party rights or these Terms, Logicos is entitled to immediately restrict, suspend or block the relevant Service.
23.4
If Logicos becomes aware of a personal data breach, it shall inform the Customer without undue delay.
23.5
Logicos does not guarantee that security measures will fully prevent every security incident or unauthorised access.
24Confidentiality
24.1
The Parties shall keep confidential information secret and use it solely for the performance of the Agreement.
24.2
Exceptions: information that is publicly known, lawfully obtained from third parties, or that must be disclosed by law or government order.
25Intellectual property
25.1
All IP rights in works, configurations, scripts, documentation and designs developed/delivered by Logicos remain with Logicos or its licensors, unless otherwise agreed in writing.
25.2
The Customer only obtains the usage rights that have been explicitly granted.
26Liability
26.1
Logicos is only liable for direct damage that is the immediate result of an attributable shortcoming. Liability for indirect damage, consequential damage, lost profits, missed savings, loss of revenue, loss of goodwill, reputational damage, damage due to business stagnation and loss or corruption of data is excluded.
26.2
Logicos’s total liability per event or series of related events is limited to the amount actually paid by the Customer for the relevant Service(s) in the 12 months preceding the damage-causing event, with a maximum of € 25,000.00.
26.3
For one-off assignments or an Agreement with a term shorter than 12 months, liability is limited to the amount actually invoiced and paid, with a maximum of € 25,000.00.
26.4
For Products, any liability of Logicos is limited to repair, replacement or credit in accordance with Article 8, at Logicos’s discretion.
26.5
The limitations and exclusions of liability do not apply in case of intent or deliberate recklessness by Logicos or its senior management.
26.6
Any claim by the Customer against Logicos shall lapse after 12 months from the date the Customer became or could reasonably have become aware of the existence of the claim.
26.7
The Customer indemnifies Logicos against third-party claims arising from or related to the use of Services or Products by the Customer or its end users in violation of the Agreement, these Terms or applicable law.
27Force majeure
27.1
Logicos is not obliged to perform insofar as there is force majeure, including but not limited to: disruptions at carriers/datacenters/suppliers, internet disruptions, DDoS, power outages, fire, government measures, labour disputes, war and pandemics.
27.2
In case of force majeure, Logicos may suspend performance. If force majeure lasts longer than 60 days, both Parties may (partially) dissolve the Agreement without liability for damages.
Part E – Duration, termination, final provisions
28Duration and cancellation
28.1
Subscriptions and ongoing Services are entered into for the initial term stated in the Agreement. In the absence thereof, they are entered into for an indefinite period.
28.2
Unless otherwise agreed in writing, cancellation of an Agreement for an indefinite period requires a minimum notice period of 1 calendar month. Cancellation must be in writing.
28.3
Fixed-term Agreements may be cancelled at the end of the initial term with a notice period of 1 calendar month.
28.4
Multi-year service agreements and connectivity contracts are tacitly extended for an indefinite period after the initial contract term. After extension, connectivity services have a notice period of 3 calendar months and other Services 1 calendar month.
28.5
Logicos is entitled to suspend or terminate the Agreement if the Customer materially defaults, including payment arrears, abuse or breach of security obligations.
28.6
Logicos is entitled to terminate the Agreement with immediate effect if the Customer applies for suspension of payment or is declared bankrupt, ceases or liquidates its business.
29Effects of termination and migration
29.1
After termination, the Customer’s right to use the Services and licences ends, unless otherwise agreed in writing.
29.2
At the Customer’s request, Logicos may cooperate with migration or data export for a reasonable period after termination. Such work constitutes additional work at the then-applicable rates.
29.3
Upon written request within 14 days after termination, Logicos shall provide a reasonable data export once in a common machine-readable format.
29.4
Logicos is entitled to delete the Customer’s data and backups from 30 days after termination of the relevant Service.
29.5
Upon termination of a connectivity service, the Customer is liable for disconnect and termination costs, plus an administrative settlement fee of at least € 50.00 per connection.
29.6
Loaned equipment must be returned in good condition within 14 days after the end of the Agreement.
30Amendment of terms
30.1
Logicos is entitled to amend these Terms. Amended Terms will be announced in a timely manner and take effect on the announced date.
30.2
Amendments relating solely to legislation, editorial improvements or security requirements do not entitle the Customer to cancellation. If an amendment materially adversely affects the Customer’s position, the Customer may cancel the relevant Service against the effective date of the amendment.
31Governing law and jurisdiction
31.1
Dutch law applies to all Agreements.
31.2
Disputes shall be submitted to the competent court of the district of Gelderland (Arnhem), unless Logicos chooses to submit the dispute to another competent court.