Terms & conditions
A. General Provisions
Article 1. Definitions
When terms are written with a capital letter, the following is meant in these general terms of the sale:
- When terms are written with a capital letter, the following is meant in these general terms of the sale:
- Terms and Conditions means these general terms and conditions of the Ace family;
- Ace: Ace B.V. is located in Amsterdam and registered in the trade register with the Chamber of Commerce under number 75020866;
- the Ace family: Ace B.V. (Chamber of Commerce number: 75020866), Blue Grass B.V. (Chamber of Commerce number: 62228803), Born05 B.V. (Chamber of Commerce number: 30250392) Glasnost International B.V. (Chamber of Commerce number: 57992533), Herc the agency B.V. (Chamber of Commerce number: 81475241), Label A B.V. (Chamber of Commerce number: 24436380), Fitzgerald International B.V. (KvK number: 75528940), Airborne B.V. (KvK number: 73110914), We Are Off The Record B.V. (KvK number: 66480302), NewBorn Ventures B.V. (KvK number: 59660961) and Amaru B.V. (KvK number: 86278452), IM Lounge B.V. (KvK number: 50087061) jointly;
- The Ace company means the individual company belonging to the Ace family referred to in Article 1(c).
- Client means any natural or legal person with whom Ace, the Ace family, and/or the Ace corporation concludes, has issued an Offer, has a Contract or commitment, or with whom the Ace corporation is negotiating the formation of an agreement;
- Quotation means an offer by Ace, the Ace family, and/or the Ace corporation for a specific assignment from the Client, which briefly and concisely states: a description of the services, the prices charged, any other fees, and any additional agreements for these services and, if applicable, which services are not included in the price.
- Framework Agreement: this is an agreement between Ace / the Ace Company and the Client that is entered into with the intent that the Client provides multiple assignments to the Ace family over an extended period.
- Agreement: the entirety of agreements between Ace, the Ace family, and/or the Ace corporation on the one hand and the Client on the other hand, laid down in a written (Framework) Agreement and/or Offer, of which the General Terms and Conditions always form an integral part;
- To the plural of a defined term includes reference to its singular or vice versa.
- "Written" means by (registered) letter, email, and/or other electronic means of communication (such as Whatsapp or Slack) that can be saved and printed out to serve as evidence.
Article 2. Applicability of the General Conditions
- These General Terms and Conditions shall apply to all requests, Quotations, the Contract, and other obligations between the Ace company and the Client. If the General Terms and Conditions apply to the contract entered into by the Ace company and the Client, the General Terms and Conditions shall also apply to all subsequent contracts.
- Deviations from and/or additions to the General Terms and Conditions or the Agreement can only be agreed upon in writing. Oral promises by the Ace Company shall only be binding on the Ace Company after they have been confirmed by the Ace Company in writing.
- The applicability of the Client's General Terms and Conditions are hereby rejected and expressly do not apply to the Agreement. 4. In case the Agreement differs in content from the content of the General Terms and Conditions, the content of the Agreement shall prevail. In case the Offer differs in content from the content of the Framework Agreement, the content of the Offer shall prevail 5. If the Ace Company uses general terms and conditions other than the General Terms and Conditions, the contents of the General Terms and Conditions shall prevail.
Article 3. The offer, formation of Agreement, Framework Agreement, and exclusivity
- Offers of Ace Company are always without obligation.
- The Agreement between the Ace Company and the Client is established when the Framework Agreement or the Ace Company's Quote is signed by the Client or when the Framework Agreement or the Ace Company's Quote is approved by the Client by e-mail.
- Offers or Quotations do not automatically apply to future orders.
- A Framework Agreement signed by the Ace company and the Client does not obligate the Client to award contracts to the Ace company, nor is the Ace company obligated to start performing services based on the Framework Agreement. The obligation of the Ace company to perform services on behalf of the Client only arises when the Client has signed the Ace company's Offer.
- If the Ace Company and the Client have agreed on a Framework Agreement, then this Framework Agreement shall apply to all Quotes issued by the Ace Company to the Client.
Article 4. Performance of the Agreement - general
- The Contract shall be performed by the Ace Company to the best of its ability and with care by the requirements of good workmanship. The services shall be performed based on an obligation of best efforts.
- The Ace Company is at all times entitled, at its discretion, to engage other companies belonging to the Ace family, auxiliary persons, and third parties in the performance of the Agreement. If Ace or the Ace Company engages another company belonging to the Ace family in the performance of the Agreement, such company shall also be a party to the Agreement. If the Ace Company engages auxiliary persons and/or third parties (not being another company belonging to the Ace family), they shall not be a party to the Agreement. The Ace company shall require these auxiliary persons and/or third parties to perform their services to the best of their ability and with care by the requirements of good workmanship, by the socially accepted ethical standards and by the quality that the Ace company itself uses for its services.
- All assignments are accepted and performed exclusively to the exclusion of the effect of articles 7:404 (assignment granted with a view to a specific person), 7:407 paragraph 2 (joint and several liability) of the Civil Code.
- The Ace Company shall only be able to perform its services properly if all information required for this purpose has been made available by the Client in a timely and complete manner and the Client is available for consultation. The Client shall ensure that all information requested by the Ace company is provided to the Ace company on time and in the requested form, which is relevant for the performance of the Agreement. The Ace Company shall be entitled to immediately suspend its obligations to the Client and/or terminate the Agreement if, in the opinion of the Ace Company, the Client fails to fully comply with its information obligations.
- If during the performance of the Agreement, the nature, content, or scope of the services is materially changed, the originally specified period of performance may also be changed.
- If a deadline is exceeded, Ace Company shall be allowed to still fulfill the obligation within a reasonable period.
Article 5. Prices, payment, and collection costs
- The Ace Company is entitled to unilaterally adjust the prices and rates annually at the beginning of each calendar year by reasonableness. In addition, in the event of an adjustment of the cost-determining factors, the Ace Company shall be entitled to pass on such adjustment to the Customer with immediate effect utilizing proportional adjustment of the prices charged by the Ace Company.
- Payment shall be made within thirty days of the invoice date unless otherwise agreed upon. If the full amount has not been credited to the designated Ace company bank account within thirty days of the invoice date at the latest, the Customer shall be in default immediately without further notice of default. As from the day of the commencement of default, the Client shall owe the statutory commercial interest.
- Payments made by the Customer to Ace Company shall first be deducted from the extrajudicial costs, then from the interest, then from the outstanding invoice, in order from old to new.
Article 6. Termination or dissolution
- If a Framework Agreement of indefinite duration is agreed upon between the Ace Company and the Customer, the Ace Company and the Customer shall be entitled to terminate the Framework Agreement with a notice period of at least three months.
- If a fixed-term Framework Contract has been agreed upon between the Ace Company and the Customer, the Ace Company and the Customer shall be entitled to terminate the Framework Contract prematurely with a notice period of at least two months. In the event that neither the Client nor the Ace company has given written notice of termination of the Framework Agreement two months prior to the end of the term, the Framework Agreement shall be extended for a term of one year.
- A Quotation ends when the Ace Company has fully completed the work described in the Quotation and the Client has paid in full the amount in respect of the work. An order based on the Quote signed by the Ace company and the Client cannot be terminated prematurely, unless there is a case of force majeure (within the meaning of Article 8),. In the event of force majeure, the Client or the Ace company shall be entitled to terminate the aforementioned assignment with immediate effect.
- The Customer and the Ace Company each have the right to terminate the Agreement or to terminate the Agreement prematurely, if there is a material breach by the other party in the performance of its obligations under the Agreement, and the breaching party has not remedied such breach within a reasonable period of time, after notification of such breach. This does not require that the failure be attributable.
- In any event, Ace Company and the Customer are entitled to terminate the Agreement with immediate effect or to terminate the Agreement prematurely, without prior written notice of default being required, in the event of: (a) (application for) bankruptcy; (b) (application for) suspension of payments; (c) (partial) liquidation; (d) attachment of the Client's assets by a third party; (e) the Client being placed under guardianship or death; (f) the Client transferring (important parts of) its business or the control thereof in whole or in part; (g) the proclamation of incorrect information in the media; and/or (g) breach of the confidentiality clause.
- Obligations which by their nature are intended to last even after termination of the Agreement shall continue to exist after termination of the Agreement.
Article 7. ICT
- If the Customer provides the Ace Company with information carriers, electronic files or software etc., the Customer warrants that these are free of viruses and defects. The Ace Company shall handle such data carriers, electronic files or software etc. with due care and shall only use them for the purposes of the Agreement. The Ace Company shall not disclose the data carriers, electronic files or software etc. without the Customer's prior consent.
- Should the Customer request Ace Company to use certain equipment and/or software, this shall always take place entirely at the expense and risk of the Customer. In such cases, the Client is obliged to provide all instructions concerning the manner in which the systems are to be used in a timely and complete manner.
- Ace Corporation and the Client are each required to adequately secure their systems and infrastructure and shall have anti-virus software in operation at all times.
- Access or identification codes provided are confidential and should be treated as such by the Ace Company and Client.
Article 8. Force Majeure
- Force majeure exists if the failure of one of the parties is not due to his or her fault, nor for his or her account under the law, legal act or generally accepted practice. If there is prolonged force majeure, longer than fourteen days, each party is entitled (in deviation from article 6 paragraph 4) to dissolve/ terminate the Agreement in writing in whole or in part with immediate effect extrajudicially or to suspend its obligations.
- For the Client, the Ace corporation and/or the Ace family, force majeure shall include, but not be limited to, war, insurrection, molestation, boycott, governmental measures resulting from (pan)epidemics (such as "Covid-19"), bankruptcy or suspension of payments of one or more of its suppliers or contracted third parties, natural disasters and electricity failures or failures of telecommunications facilities.
Article 9. Liability
- The Ace family is insured for business liability with a maximum coverage of € 2,500,000 per claim (with an annual limit of € 5,000,000) and insured for professional liability with a maximum coverage of € 5,000,000 per claim (with an annual limit of € 10,000,000). Any liability of the Client and the Ace Company shall always be limited to the amount actually paid out by the insurer per event, whereby a series of events qualifies as one event. If for whatever reason no payment is made by the insurer, any liability of the Client and the Ace company shall be limited to an amount equal to the invoices sent by the Ace company to the Client over a period of twelve months preceding the event giving rise to liability.
- The Client and the Ace Company shall at all times be required to substantiate in writing, with reasons and in detail, any loss or damage alleged by them within a period of 45 days after the Client discovers or reasonably should have discovered the loss or damage. In the event that the Client or the Ace Company has notified the other party of the damaging event and damage after the aforementioned 45-day period, then the other party shall remain liable for the damage, provided that the other party shall not be required to compensate the damage caused by the late notification.
- Before the Customer or the Ace Company proceeds to claim damages, the Customer or the Ace Company shall first give the other party notice of default and give the other party the opportunity, within a reasonable period, to still perform, or to undo/repair the adverse consequences of the failure and/or wrongful act, unless performance, repair or undoing is not possible.
- All limitations or exclusions of liability in the Agreement and these General Terms and Conditions shall not apply in the event that the damage is the result of intentional or deliberate recklessness on the part of the Ace Company, its managerial staff and/or subordinates.
Article 10. Intellectual property
- The Ace Company reserves the rights and powers to which it is entitled under its intellectual property rights, which have arisen and/or been registered as a result of services rendered or products manufactured by the Ace Company, whether or not for the Client. The Client warrants that he shall respect and not infringe upon these intellectual property rights of the Ace Company. In case of Agile software development, with regard to intellectual property rights, the provisions as described in the Chapter 'Software Development' shall apply.
- Unless otherwise agreed, the Ace Company shall grant the Client a perpetual license to use the intellectual property rights for the purpose described in the assignment.
- If Ace Company uses actors, models, directors and/or photographers in the performance of its services, the intellectual property rights shall be transferred to the Client in a form of a (limited) license as agreed in the Quotation. Such right (in the broadest sense of the word) of the aforementioned third parties shall not be transferred.
- The Customer and the Ace Company warrant that - if and to the extent that any materials, documents, images or data or other data are made available or disclosed by the Customer to the Ace Company within the scope of the Agreement, or any materials, documents, images or data or other data are used by or on behalf of the Ace Company at the Customer's request - they are entitled to do so and that such materials and data do not infringe any third-party rights.
- If it is established in court that the result of the services rendered by Ace Company infringes any intellectual property right belonging to a third party or if, in Ace Company's opinion, there is a reasonable chance that such infringement may occur, Ace Company shall, if possible, at its own discretion, either ensure that the Customer can continue to use a similar result without interruption or credit the Customer for the purchase costs less a reasonable user fee.
Article 11. Data and privacy
- The Client has obligations towards third parties under the legislation concerning the processing of personal data (such as the Personal Data Protection Act), such as the obligation to provide information, as well as to allow inspection, correction and deletion of personal data of data subjects. The responsibility for fulfilling these obligations rests with the Client. To the extent technically possible, Ace Company shall cooperate with the obligations to be fulfilled by Customer, including the forwarding of requests from third parties in the context of the aforementioned obligations of Customer.
- To the extent that the Ace Company and Customer share personal data with each other in the context of the (potential) formation of an Agreement or in the performance of an Agreement, they shall reasonably comply with the requirements under applicable privacy laws, such as the General Data Protection Regulation ("GDPR").
- The Client and the Ace Company warrant that - taking into account the nature of the data and the state of the art - they will take appropriate technical and organizational measures to protect any personal data that the Client and the Ace Company provide and receive to each other.
- The Client and the Ace Company guarantee that all data (such as personal data), which are made available, have been obtained in a lawful manner, have been made available to the other parties in a lawful and secure manner that the data do not infringe any rights of third parties.
Article 12. Confidentiality and communication
- The Ace Company and the Client are obliged to maintain strict confidentiality of all data, information and knowledge obtained in the context of this Agreement, which can reasonably be assumed to be confidential, unless disclosure is necessary for the performance of an agreement or compliance with a statutory provision or court order. The aforementioned confidentiality shall not apply in the event of disclosure to the court in proceedings between the Client on the one hand and the Ace Company, Ace or Ace Family on the other hand. Furthermore, obtained data shall not be considered confidential if such data has already been disclosed by another the Ace Company or Ace Family
- The Ace Company and the Client warrant and represent that their employees and the contractors engaged by it shall abide by the same obligation of confidentiality.
- The Ace corporation, Ace and the Ace family, on the one hand, and the Client, on the other hand, shall not speak negatively of each other in public.
Article 13. Relationship clause
- Without the prior written consent of the Ace Company, during the Agreement, and for a period of 1 year after termination of the Agreement, the Client shall refrain from: i) entering into contracts with contractors of the Ace Company and/or the Ace Family, ii) employees or representatives of the Ace Company and/or the Ace Family with whom the Client has been in contact in connection with the Agreement or the cooperation between the parties.
Article 14. Other
- Apart from certain specific provisions as explicitly agreed upon in the Agreement, the Customer and the Ace Company waive their right to suspend and/or set-off.
- The invalidity of any provision of the Agreement and/or these General Terms and Conditions shall not affect the validity of the remaining provisions of the Agreement and these General Terms and Conditions.
- Should it be established in court that one or more articles of the Agreement or these General Terms and Conditions are invalid or otherwise not binding, the Ace Company and the Customer shall, in joint consultation and in the spirit of the Agreement and/or these General Terms and Conditions, amend them into provisions that differ as little as possible from the relevant non-binding articles.
- Obligations, which by their nature are intended to continue beyond the end of the Agreement, shall continue after the end of the Agreement.
- In case of inconsistency between the Dutch version of these Terms and Conditions and any translated version of these Terms and Conditions, the Dutch version shall prevail.
Article 15. Applicable law and competent court
- The Agreement and the relationship between Ace Company and the Client shall be governed by Dutch law.
- All disputes arising between the Client and Ace Company shall in the first instance be settled by the District Court of Amsterdam.
- The media provisions contained in this chapter, in addition to the general provisions of these Terms and Conditions between the Client and the Ace Company, shall apply if the Client instructs the Ace Company to disclose content on behalf of the Client by means of media placements and media space (such as advertisements and advertising airtime).
- The Client is aware that the Ace Company purchases media placements and media space for Client content from third parties on behalf of the Client. The Ace Company shall pass on the costs for these media placements and media space in full to the Client. The prices charged by third parties for these media placements and media space may fluctuate, including between quotation and final purchase. The Ace Company shall submit the final costs for the media placements and media space to the Client in advance.
- In respect of the work and additional costs related to the purchase media placements and media space, the Ace Company shall charge the Client a fee which shall be calculated on the basis of the most recent rate card used by the Ace Company, which the Ace Company shall provide upon the Client's first request.
- The Client shall ensure that the (fluctuating) costs and fee charged by the Ace Company in connection with media placements and media space are credited to the Ace Company's bank account even before the Client's content is placed by the Ace Company. The Ace Company is entitled to suspend the purchase of media placements and media space, or at least the placement of the Client's content, if the entire amount of the costs and fee charged by the Ace Company has not been fully credited to its bank account.
Chapter Software development
- The provisions of this section, in addition to the general provisions of these General Terms and Conditions, shall apply between the Customer and the Ace Company if the Customer commissions the Ace Company to develop computer software ("Software") based on a software development method to be agreed upon. In many cases, the method will be characterized by a step-by-step and iterative approach to writing software and the absence of a predetermined plan with specifications with an emphasis on experimentation and teamwork ("Agile Software Development Method"). Additional definitions to Article 1 of the General Terms and Conditions are always placed after their description in this section.
- The Customer and the Ace Company shall determine in the Agreement the dates to be supplied, delivery periods and the manner in which the services are to be delivered or performed. The lead time of the Agreement depends on various circumstances, such as the delivery or quality of the data or information provided by the Client and the cooperation of the Client or relevant third parties, for example with regard to instructions and directions of the Ace Company. Mentioned delivery dates are therefore not to be regarded as deadlines. If a deadline is (or threatens to be) exceeded, the Customer and the Ace Company shall consult with each other as soon as possible and agree on appropriate measures.
- The Client and the Ace Company shall agree in advance on a written framework which, if desired, shall specify the number of iterations, how these will be conducted, what efforts are expected from which persons and what the expected timeline of delivery of the various iterations is ("Framework"). The Client and the Ace Company shall always agree on a prioritization during the execution of the Agreement in proper consultation as well as any adjustment thereto ("Prioritization"). If desired, the Client and the Ace Company shall establish in advance who is authorized to make or approve changes to the Framework or who is authorized to accept separate iterations.
- Unless otherwise agreed, each deliverable or iteration shall be tested, the test period being fourteen (14) days after delivery. The Customer shall conduct the agreed acceptance test with suitably qualified personnel and with sufficient scope and depth, and the Customer shall report the test results in writing, clearly and comprehensibly to the Ace Company. A result or iteration shall be deemed accepted on the first day after the test period, or, if the Ace Company receives a test report before the end of the test period.
- Non-acceptance of a particular result or iteration, shall not affect an acceptance of a previous result or iteration. Client may not further withhold acceptance of a result or iteration due to the existence of minor errors, being errors that would not reasonably prevent operational or productive commissioning of the result or iteration. An error exists only if the Client can demonstrate it and the error is reproducible. Acceptance may not be withheld because of aspects that can be subjectively assessed, such as aesthetic aspects. The Ace Company is not obliged to remedy any errors arising as a result of: (i) a modification of the result or iteration, which has not been made by or on behalf of the Ace Company, (ii) the use of the Software in a manner or in connection with other software or hardware, which is not described in the Framework; (iii) improper use of the result or iteration, whether or not by the Client; (iv) errors in software, hardware, communications equipment, peripherals or other third-party equipment, or the Client's failure to have such equipment and/or software regularly maintained; or (v) input errors or errors related to the data used by the Client. The Software shall be deemed accepted on the first day after the test period of the last open iteration described in the Priority Setting, or if the Ace Company receives a test report before the end of the test period, at the time that the errors identified in that test report have been corrected, without prejudice to the presence of errors not preventing acceptance.
- The Ace Company is not obliged to follow instructions from the Client that change or supplement the content or scope of the Agreement. If, as a result of an amendment of the Agreement as a result of additional requests or wishes of the Customer, the Ace Company is required to carry out additional work (additional work), such work shall be charged to the Customer on a post-calculation basis at the rates that are customary at that time, unless expressly agreed otherwise in writing. Price indications, budgets, budgets and/or pre-calculations are always of an indicative nature only and Ace Company is not obliged to inform the Client if a pre-calculation or budget is exceeded. The Client further accepts that the time schedule of the Agreement may be affected if the scope of the Agreement is extended and/or changed in the interim. If data required for the performance of the Agreement are not provided to the Ace Company in a timely manner, the Ace Company shall be entitled to suspend the performance of the Agreement and/or to charge the Customer for the additional costs resulting from the delay in accordance with the customary rates applicable at that time.
- Notwithstanding Article 10 of the General Terms and Conditions of these Terms and Conditions, the IP rights with respect to the Software belong to the Client insofar as it concerns the parts of the Software developed within the Team specifically for the Client (customization) using a (100%) Agile Software development method, and insofar as those parts do not belong to third parties. The foregoing shall further apply only upon payment by the Client of the invoice for the associated services. This right shall further not affect the Ace company's ability to use the principles, ideas and designs underlying such development for other purposes and/or other clients without restriction. The Client grants the Ace Company the non-exclusive, non-transferable and non-sublicensable right to use the Software for testing, support and other operational purposes on behalf of the Client, as well as for use as part of the Ace Company's portfolio, Ace Company's own promotion and publicity, unless otherwise agreed in the Agreement.
- Agreements regarding service levels with respect to the Software will be recorded in a Service Level Agreement (SLA).
- The customer shall follow instructions and directions of the Ace company with regard to the Software, which shall include installing any patches and updates for the Software.
- If requested by the Client, the Ace Company shall, at the Client's expense, deposit the Software in escrow with an escrow service provider selected by the Ace Company for the purpose of continuity of the Client's services.
- The Customer is not permitted to remove or circumvent the Ace company's technical security (e.g. 'firewalls' or security keys). The Ace Company shall make a back-up copy available upon the Customer's request. The Customer himself is at all times responsible for the use of the Software. The Client is not allowed to use the Software for acts and/or conduct that is contrary to the law, public order or morality, or to the provisions of the Agreement. The Customer indemnifies Ace Company against all claims of third parties in respect of infringements of the foregoing.
- If and insofar as Ace Company provides (parts of) Software of third parties to the Customer, the terms and conditions of such third parties shall apply to such (parts of) Software, including provisions relating to price changes. The Customer accepts the said terms and conditions of those third parties, which shall be sent to the Customer upon request.
- Ace Company shall use its best efforts to repair any errors in the Software that become apparent within a period of 3 months after the complete delivery and which have been reported in detail to Ace Company. If third-party services or software are involved, Ace Company shall not be obliged to provide any further warranty than that to which Ace Company is entitled vis-à-vis such third party. Any other or further liability or warranty obligation of Ace Company is excluded. Warranty obligations lapse in all cases where the Client has made or has had changes made to the Software without Ace Company's written permission, where there are operating errors or improper use by the Client, where there are other causes that are not attributable to Ace Company or where the errors could have been detected by the Client during the earlier acceptance test. In these cases, Ace Company may, at its own discretion, proceed to repair and charge the costs of repair at its usual rates.
- The provisions contained in this chapter, in addition to the general provisions of these General Terms and Conditions, shall apply between the Client and the Ace Company if the Client instructs the Ace Company to store and transmit information on behalf of the Client or in a communications network and/or to provide access to a communications network (hereinafter "Hosting").
- The Ace Company shall make every effort to ensure the most uninterrupted use of the hosting services.
- The Ace Company shall not be liable for the unavailability or reduced availability of the Services due to power outages or blackouts, telecommunications failures or the Internet, defects in Client's hardware or software, and any other causes beyond the direct control of the Ace Company. Hosting services may be temporarily taken out of service or restricted for maintenance work or adjustments to the system. To the extent possible, the customer shall be notified of this in advance. In such cases, the Customer shall not be entitled to any compensation. If the allowed data traffic and disk space is exceeded, the Ace Company is entitled to charge reasonable additional costs for this without further notice
- The Client shall at all times behave with due care and not unlawfully towards third parties. Ace Company cannot be required to form an opinion about the merits of third-party claims or to be involved in any way in a dispute between the third party and the Client. In all cases, the Client is expressly prohibited from distributing information or providing facilities or functionalities via Ace company hosting services that are in violation of any applicable laws and regulations or the agreement with the Ace company. With regard to the information to be disclosed by the Client as well as the use of the Internet, the Client shall at all times act and behave as may be expected of a prudent user. To this end, the Client shall, inter alia, comply with all statutory regulations as well as observe "netiquette" and shall, inter alia, refrain from: spamming, infringing on IP rights of third parties, disclosing or distributing child pornography, sexual harassment or otherwise harassing third parties, infringing on the privacy of third parties or harming the honor or good name of third parties, hacking, carrying out ddos attacks or other types of attacks, as well as distributing viruses, worms or other programs that may cause damage to individual systems or disrupt the operation of the Internet.
- If the Customer fails to comply with the previous section or receives notification from third parties that this would be the case, the Ace Company is entitled to suspend or discontinue hosting services, block connections or remove content without further notice. In those cases where this is justified in view of the seriousness of the breach, Ace Company is entitled to terminate the contract with immediate effect. As a result of such suspension, discontinuation, blocking, removal and/or termination, the Client shall not be entitled to any compensation, and the Client shall indemnify the Ace Company against all claims of third parties, including but not limited to claims based on the information and/or data disclosed by or through its websites and claims of supplier(s), arising from the Client's failure to comply with any of its obligations.
- If, after the expiration of the term of the Agreement, the Client does not wish to renew the cooperation with the Ace Company, the Ace Company shall cooperate in the transfer to a third party, at the rates of the Ace Company applicable for this purpose.