Terms of Service

These Terms of Service (the "Terms") govern the supply of infrastructure products and services by RootPacket B.V. ("RootPacket", "we", "us") to its business customers ("Customer", "you"). By placing an order, signing an order form, or using any service, you agree to these Terms.

Our services are offered to businesses and professionals only and are not directed at consumers within the meaning of Book 6 of the Dutch Civil Code (Burgerlijk Wetboek).

1. Definitions

• Services — the network hardware supply, dedicated and GPU servers, IP transit, remote hands, colocation and related services described in your order.
• Order — an accepted request for Services, whether placed online, by quote acceptance, or by signed order form.
• AUP — the Acceptable Use Policy, which forms part of these Terms.
• SLA — any Service Level Agreement applicable to a Service.
• Equipment — hardware owned by RootPacket and made available to you as part of a Service.

2. Acceptance & scope

These Terms, together with the AUP, any applicable SLA, and the order, form the entire agreement between the parties (the "Agreement") and supersede any prior understanding. Where an order form conflicts with these Terms, the order form prevails for that order. Your own general terms and conditions (purchasing or otherwise) are expressly rejected and do not apply.

3. The services

RootPacket provides infrastructure services including network hardware (Juniper, Arista), dedicated and GPU bare-metal servers, IP transit via Tier 1 carriers, remote hands, and colocation, delivered from carrier-neutral datacenters in Amsterdam and Frankfurt, with further locations to follow. Specific scope, specifications, and locations are set out in your order.

4. Account & eligibility

You must provide accurate, current registration and billing information and keep it up to date. You are responsible for all activity under your account and for keeping credentials secure. We may carry out reasonable identity, credit, and fraud checks before or during the provision of Services.

5. Orders & contract term

An Order is binding once accepted by RootPacket. Unless stated otherwise in the order:

• GPU and dedicated server services may carry a one-time setup fee and a recurring monthly fee, with a minimum contract term (for example, twelve months for GPU servers) as stated at the point of sale.
• After the minimum term, services renew for successive periods of equal length unless cancelled with the required notice.
• IP transit is billed on the committed port size with overage billed on the 95th-percentile method as stated in the order.

6. Fees, billing & VAT

Fees are stated exclusive of VAT (BTW) and any other applicable taxes or levies, which are added where required. Invoices are payable within the period stated on the invoice (by default fourteen (14) days) by the agreed payment method. Late payment may result in statutory commercial interest under Section 6:119a of the Dutch Civil Code and reasonable collection costs. Recurring fees are non-refundable except where required by law or expressly agreed. Reverse-charge VAT may apply to EU business customers with a valid VAT identification number.

7. Service levels

Where an SLA applies, availability targets and any service credits are described in that SLA. Service credits are your sole and exclusive remedy for failure to meet an availability target. Scheduled maintenance, emergency maintenance, and events outside our reasonable control are excluded from availability calculations.

8. Acceptable use

Your use of the Services must comply with the Acceptable Use Policy at all times. Breach of the AUP is a material breach of these Terms and may lead to suspension or termination as set out below.

9. Customer responsibilities

• You are responsible for the content, data, and applications you store, transmit, or process using the Services, and for ensuring you have the necessary rights to do so.
• You are responsible for configuring, securing, patching, and backing up your own systems and data. Unless expressly purchased as a managed service, RootPacket does not back up Customer data.
• You must comply with all applicable laws, including Dutch and EU law, and with the policies of upstream carriers and internet registries (including RIPE NCC).

10. Hardware ownership

For server services where RootPacket supplies the Equipment, the Equipment remains the property of RootPacket at all times. You receive a right to use the Equipment for the duration of the Service only, acquire no title to it, and must not remove, relocate, encumber, or tamper with it. Hardware that you purchase outright (for example, network hardware orders) transfers to you on full payment, subject to retention of title until paid in full.

11. Data protection

Each party shall comply with the General Data Protection Regulation (EU) 2016/679 ("GDPR" / AVG) and the Dutch GDPR Implementation Act (Uitvoeringswet AVG). Where RootPacket processes personal data on your behalf in providing the Services, it does so as processor under a data processing agreement, and you act as controller. RootPacket will implement appropriate technical and organisational measures and will not transfer personal data outside the EEA without an adequate transfer mechanism.

12. Suspension & termination

We may suspend or limit a Service immediately where: (a) you materially breach these Terms or the AUP; (b) your use threatens the security, integrity, or availability of our network or other customers; (c) we are required to do so by law or by a competent authority; or (d) payment is overdue after notice. We will give notice where reasonably practicable. Either party may terminate for material breach not remedied within fourteen (14) days of written notice, or on the insolvency of the other party. On termination you must cease use and we may reclaim Equipment and delete Customer data after a reasonable period.

13. Liability

Nothing in these Terms excludes liability that cannot be excluded under Dutch law (including liability for intent or deliberate recklessness). Subject to that, RootPacket is not liable for indirect or consequential loss, loss of profit, revenue, data, or goodwill. RootPacket's total aggregate liability under the Agreement in any twelve-month period is limited to the fees paid by you for the affected Service in that period. Service credits are the sole remedy for availability shortfalls.

14. Warranties & disclaimers

The Services are provided with reasonable skill and care. Except as expressly stated, the Services are provided "as is" and we disclaim all other warranties to the extent permitted by law, including fitness for a particular purpose. We do not warrant that the Services will be uninterrupted or error-free.

15. Indemnification

You will indemnify RootPacket against third-party claims, fines, and reasonable costs arising from your use of the Services in breach of these Terms or the AUP, your content or data, or your infringement of third-party rights.

16. Intellectual property

All intellectual property in the RootPacket network, software, portal, and brand remains ours. You retain all rights in your own content and data. No licence is granted other than as needed to use the Services.

17. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including power or carrier failures, denial-of-service attacks, natural events, strikes, acts of government, or war. This does not affect payment obligations for Services already provided.

18. Changes to these terms

We may amend these Terms or the AUP for legal, security, or operational reasons. We will give at least thirty (30) days' notice of material changes by email or via the portal. Continued use after the effective date constitutes acceptance. Where a change materially disadvantages you, you may terminate the affected Service before the change takes effect.

19. Governing law & disputes

These Terms and any dispute or claim arising out of them are governed by the laws of the Netherlands, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The competent court in Amsterdam, the Netherlands has exclusive jurisdiction, without prejudice to any mandatory statutory jurisdiction.

20. Company details