Terms and conditions

General Terms and Conditions of Business of Verio Europe GmbH i.L.

- hereinafter Verio Europe -

1    Scope of application
The offer, order and contractual relationship are based exclusively on the General Terms and Conditions of Business of Verio Europe. The General Terms and Conditions of Business of Verio Europe shall apply exclusively. The contracting partner's terms and conditions of business shall not apply. These Terms and Conditions of Business shall also apply exclusively where Verio Europe provides its services without reservation in the full knowledge of the customer's contradicting GTCB.
These General Terms and Conditions of Business shall also apply to future legal business transactions between the contracting parties concerning web hosting services, online services, domain administration, rental of EDP systems and software and data storage (backup) solutions as well as similar legal business transactions without the necessity for a renewed reference to the General Terms and Conditions of Business.
Insofar as the customer makes use of Verio Europe's services for making contractual declarations to third parties (e.g. with regard to domain registration orders), the communication of such declarations by Verio Europe to such third parties forms the basis of separate contractual relationships between the customer and such respective third parties. Such contractual relationships are subject to the respective applicable terms and conditions of the respective third parties. The commencement, duration and termination of such contracts are independent of the contractual relationships between the customer and Verio Europe and fundamentally do not affect them.
Insofar as Verio Europe's services are provided with the participation of third parties, the general terms and conditions of business of such third parties shall also become contractual elements of the contractual relationships between the customer and Verio Europe.
Verio Europe is entitled to notify the customer of amendments to the contents of these General Terms and Conditions of Business in writing with the result that the amendments shall be deemed to be integral parts of the contract if the customer does not disagree within a period of six weeks of his receipt of such notification. Verio Europe undertakes to point out the results of failing to notify such disagreement together with its amendment notice.
Verio Europe is entitled to transfer its rights and obligations resulting from a contractual relationship to one or more third parties (contract transfer). In such a case, the customer has the right to terminate the contract for extraordinary reasons.
Verio Europe only accepts online orders from companies as defined in section 14 of the German Civil Code (BGB), irrespective of where they are based, and from consumers as defined in section 13 of the German Civil Code (BGB) residing in Germany, the United Kingdom of Great Britain and Northern Ireland, or France.
For online orders placed by companies from the EU, companies are required to state their VAT identification to provide proof of entrepreneurial status. Companies from the EU without VAT identification, legal persons under public law, and consumers from an EU Member State other than Germany, the United Kingdom or France unfortunately cannot order online on the Verio Europe website and, if they are interested in Verio Europe’s services, are advised to contact Verio Europe via the contact form, by telephone or by fax, in particular with respect to the end prices that apply to their EU Member State. Verio Europe reserves the right to request appropriate proof of entrepreneurial status.

2    Domain registration and administration of domain names
Verio Europe operates domain name servers. Hereby it provides the customer with the opportunity to use one or more domain names.

2.1    Registration of domain names
Verio Europe only acts as a messenger in communicating the domain name order on behalf of the customer to the responsible registration authority (awarding body or registrar). Verio Europe does not perform any other services intended to achieve a successful registration. The responsible registration authority's respective conditions and - insofar as necessary - those of a mediating registrar shall apply to the customer.
In particular, Verio Europe does not verify whether the domain names requested by the customer have already been awarded to third parties and is not liable for the availability of domain names ordered. A registration can fail despite advance availability notified electronically before contract conclusion. It is technically possible for a third party to register during the period between the provision of information and the registration order. The registration authority can reject the registration in accordance with the respective award and usage conditions (www.verio.eu/procurement-regulations). Order processing and registration shall be carried out during Verio Europe's usual hours of business.
Where the registration of an ordered domain name has been concluded successfully with the responsible registration authority, Verio Europe will administer the domain name(s) on behalf of the customer. Administration also includes the transmission of messages between the responsible registration authority and the customer insofar as the customer is not contacted directly by the registration authority or the message serves internal administrative purposes with regard to the relationship with Verio Europe.
Where the domain registration and administration is to be carried out on behalf of a third party who is not Verio Europe's customer, the ordering customer assures that he has been appropriately mandated to make the declarations of intent on behalf of such third party.
Verio Europe is not responsible for the success of the responsible registration authority's activities. Verio Europe does not guarantee that the domains or domain names respectively are or shall remain free of the rights of third parties or that the domain or domain name respectively shall endure sustainably for the customer.
The registration of a domain name leads to a direct business relationship between the customer and the respective registration authority (awarding authority or registrar) including the respective registration authority's general terms and conditions of business. The customer is the registration authority's sole contractual partner with regard to the registration contract. The customer has an obligation to make payment directly to the responsible registration authority in accordance with the terms of the registration contract.

2.2    Customer's performance
The customer undertakes to recognise and comply with the respective general terms and conditions of business or award and domain guidelines and price lists of the responsible registration authorities (e.g. Denic eG) which relate to the top level domains amongst which the customer wishes to register domain names. These respective award conditions, domain guidelines and price lists will also become integral parts of the contract between the customer and Verio Europe. In its web pages at www.verio.eu/procurement-regulations Verio Europe shall inform the customer of the internet location from which the respective content of these business terms or award conditions and domain guidelines and price lists respectively can be downloaded.
Insofar as a natural person is to be specified as the owner or general contact partner for enquiries respectively or as representative, the customer shall notify Verio Europe of the person to be named here. The customer undertakes to ensure that the person named complies with the respective business terms or award conditions and the resulting obligations. In this respect the customer releases Verio Europe from any liability. As regards enquiries from the NIC, the customer is obliged to co-operate and provide a reasonable amount of information to Verio Europe. In particular, the customer is obliged to notify Verio Europe of direct enquiries from the registration authority, insofar as these may have an effect upon the continued existence or administration of the domain. The customer is particularly obliged to notify Verio Europe immediately of the possible loss of a domain. The customer is obliged to notify Verio Europe immediately of all relevant changes of persons and/or addressees. Should the data provided for registration prove to be inaccurate and it therefore not be possible to contact the customer, Verio Europe shall be entitled to return the domain to the respective responsible registration authority after an appropriate period because, in such a case, Verio Europe can no longer fulfil its administrative obligations properly with regard to the domain.
The customer is liable for violations of third party rights caused by the desired domain or domain name respectively (e.g. in terms of name, brand, company or competition law) and guarantees that the domain for which he has applied does not violate any third party rights. In this respect the customer releases Verio Europe from all claims.

2.3    Establishment of domain name administration contracts, contract term and termination of the contract by the customer
The contract for the administration of domain names by Verio Europe shall be concluded for a minimum term of 12 months. It shall begin upon the respective registration authority's notification of the successful registration of the respective domain name to Verio Europe.
On behalf of the customer Verio Europe shall prolong the customer's contract with the respective registration authority concerning the customer's domains where the latter does not terminate it in writing (communication by letter or fax) at least 30 days before the expiry of the respective registration period. It should be noted that the registration periods for the various top level domains vary considerably and that the registration periods can have terms which differ from those of domain administration contracts (see also article 3, paragraph 1 and article 4, paragraph 2).

2.4    Change of registrar

Here and now Verio Europe grants authority for the transfer of customer domains to another registrar insofar as such a domain transfer is necessary for technical or operational reasons. Verio Europe shall ensure that the customer will suffer no disadvantages from such a transfer to another registrar and especially that the domain shall not be subject to increased costs or other prolongations of termination periods by the registration authority.

3    Establishment of contracts other than domain administration contracts and contract term
A contract is concluded with Verio Europe upon the customer's receipt of a written order confirmation or when, in response to a customer's order, the first action for its fulfilment is undertaken. Information concerning Verio Europe's supplies and services are merely requests for offers made to an unspecified circle of addressees.
All contracts concluded with Verio Europe (including domain administration contracts) shall be prolonged by the agreed minimum term if they are not terminated by the customer or Verio Europe at least 30 days before the expiry of the respective minimum contract term. Where no deviating minimum contract term has been agreed, the minimum contract term shall be 12 months.
Where the customer appoints Verio Europe during the term of his contract to amend his service package within the same product group, the minimum term shall commence anew with the implementation of the amendment (upgrade/downgrade).

4    Termination of contract, delay in payment and extraordinary termination
Terminations of contracts with Verio Europe, regardless of their content, must be notified in writing (letter or fax) to be valid.
Contracts for the administration of domain names shall continue until the end of the respective regular contract term, even if the customer has himself initiated the transfer of the domain(s) to another registrar, has terminated the domain(s), deleted the domain(s) for other reasons or no longer has a claim to the domain(s) for other reasons.
The right to an extraordinary termination of the contract for important reasons remains unaffected. In particular, an important reason for an extraordinary termination is given where the customer does not fulfil his payment obligations to a significant extent despite a warning and set deadline and especially where the customer falls into arrears with a not insignificant portion of the remuneration for two successive months or with an amount equivalent to a monthly remuneration for a period lasting longer than two months. Verio Europe is also entitled to an extraordinary termination for important reasons where the customer culpably violates one of the obligations listed in Article 0, the registration authority's respective terms and conditions of business, award conditions or domain conditions or does not fulfil his obligations to co-operate.

5    Scope of services and obligation to co-operate
The customer’s order will be processed as quickly as possible.
Verio Europe shall generally carry out the customer’s order within two working days, but within ten working days at the latest, insofar as Verio Europe makes no contrary agreement with the customer. Should delays in performance/delivery be due to reasons that cannot be attributed to Verio Europe (force majeure, third-party culpability etc.), the deadline shall be extended appropriately. The customer shall be informed of this immediately. Should the reasons for the delay last for longer than four weeks following the conclusion of the contract, each party is entitled to withdraw from the contract; in the event of withdrawal, the customer’s payments shall be refunded immediately.

The respective scope of services is contained in Verio Europe's description of services and in the related details in the respective contract.
Verio Europe reserves the right to extend or improve services but is not obliged to do so. In particular, Verio has the right to transfer the customer to a higher quality package or to another, at least equally efficient server unit (migration) where this becomes necessary due to urgent operational requirements (e.g. due to a relocation to another computer centre, the necessary replacement of server hardware or software or the modernisation of the hosting platform). The customer is obliged to co-operate in such transfers insofar as this is technically required and reasonable for him.
The permanent allocation of specific IP addresses to a customer by Verio Europe does not form part of the scope of services. Verio Europe reserves the right to change previously allocated IP addresses where necessary for technical or legal reasons. The customer is obliged to co-operate in the changing of the IP address to the extent required and where this is reasonable for him (e.g. by entering the changed IP address into configuration files or databases).

6    Free of charge benefits or services
Insofar as Verio Europe provides free of charge benefits or services which are not paid for by the customer and do not form integral parts of the agreed contractual services, these may be terminated at any time without prior notice. Insofar as such termination is of importance to the customer, he shall be notified in advance by Verio Europe. Grounds for reduction, reimbursement or damage compensation are not given by such termination.

7    Availability
Verio Europe provides its technical services on the basis of an average annual server availability of 99%. Excluded are times during which the servers cannot be accessed due to technical or other problems outwith Verio Europe's control (e.g. Force Majeure, third party culpability etc. - see 10.4). Verio Europe can limit access to services where this is necessary for the security of network operation, the maintenance of network integrity and especially the prevention of serious disruptions of the network, software or stored data.

8    Rights and obligations of the customer

8.1    use of domain names

The customer is obliged to use services appropriately. In particular, he must
- pay the agreed remuneration in accordance with the terms agreed with him plus the current valid rate of VAT to be added,
- observe Verio Europe GmbH i.L.s Acceptable Use Policy,
- ensure that the network infrastructure or parts thereof are not overloaded due to excessive use and pay the costs incurred for contractual objects due to exceeding agreed limitations on data transfer and storage space volumes after corresponding invoicing,
- not misuse or offer access to the services provided and must avoid illegal action. In particular, the customer must ensure that the use of the services does not lead to violations of protection laws, civil, criminal or legal administrative regulations and that no open mail relays are operated or spam mails are transmitted,
- always treat access data consisting of the user code and password as confidential and immediately change any password received from Verio Europe.
- immediately notify Verio Europe of recognisable defects and disruptions,
- provide Verio Europe with the facility to determine defects and disruptions and to investigate their causes and to this effect, within the framework of his obligation to co-operate in measures for support and assistance, notify Verio Europe of the configuration (hardware and software installations) used,
- reimburse Verio Europe for those costs incurred by the examination of his installations and which are due to defects and disruptions for which he is responsible,
- ensure that services outwith the purpose of the contract are not offered, brokered to or used by third parties and avoid taking any corresponding action to this effect. Use by third parties is only permitted with the written permission of Verio Europe,
- comply with and implement the recognised principles of data security.
The customer is obliged,
- to provide no extreme political or fanatical religious content or any other content which is not in accordance with the principles of a free democratic order,
- to observe criminal and secondary criminal regulations, copyright, labelling and competition provisions and to comply with regulations in private law,
- to provide no content of a child pornographic or violently pornographic nature.
The customer assures that the data he provides are correct and complete. He undertakes to notify Verio Europe immediately in each case of changes to the data communicated. In particular, this affects
- name, address to which a summons may be sent, email address, telephone and fax numbers for the contacts notified to the registration authority and
- in case the customer provides his own name servers, also the IP addresses of the primary and secondary name servers including the names of these servers.
The customer undertakes to call up the email address he has provided at least every two weeks.

8.2    The customer's liability
The customer is liable for all consequences and disadvantages incurred by Verio Europe or third parties due to the misuse or illegal use of the services or due to the customer not observing his contractual obligations in accordance with Article 8.
The customer is then obliged to cease from committing further violations, to reimburse Verio Europe for the damage incurred and to release Verio Europe from third party claims for damages and expenses incurred due to the violation. This also includes the costs for the necessary legal prosecution. Other rights of Verio Europe - especially to the blocking of content and to an extraordinary termination - shall remain unaffected.

9    Blocking and deletion of data
In case of a blockage and dependent on the object of the contract, the customer will have no access to internet services via his Verio Europe customer account. Users cannot access the information provided by the customer during the period of blockage. An official warning can be combined with the threat of a blockage. During the period of blockage the customer remains obliged to pay the remuneration because Verio Europe is continuing to store the customer's data. In case of imminent danger a prior warning may be waived.
If Verio Europe's clam has not been settled 14 days after implementing the blockage, Verio Europe is entitled to delete the customer's data without further notice and to use the object of the contract which has now become free for other purposes.

10    Prices and payment terms

10.1    Remuneration
The transfer of domains from other service providers shall be settled with the customer according to cost after the second unsuccessful attempt.
All supplies and services will be settled in euros in accordance with currently applicable price lists unless Verio Europe and the customer have agreed deviating remuneration amounts for the services or currency in writing. In case of doubt, all prices or fees are gross including the respective valid VAT.
Settlements for all customers whose monthly net invoice value lies under EUR 100.- shall be made quarterly in advance insofar as nothing to the contrary has been agreed in writing between Verio Europe and the customer.
The customer is obliged to pay Verio Europe in advance for all services to be settled in advance.
Invoices are due for payment immediately.
The customer must repay all costs incurred due to a direct debit not honoured or returned unless the customer can prove that he has exercised the requisite care or that the damage would also have occurred if such care had been exercised. The customer must verify the invoices regularly. The customer must raise objections to the values of invoices for usage based remuneration immediately with Verio Europe in writing, however within four weeks of his receipt of invoice at the latest.
If the customer falls into arrears with payments due, the customer is obliged to pay the legal rate of interest for late payment insofar as Verio Europe does not provide evidence that the interest damage incurred is greater. The assertion by Verio Europe of further claims for late payment, especially evidence of greater loss of interest, is not excluded.
Payments shall be made by the SEPA direct debit procedure.
The customer authorises Verio Europe to debit invoiced amounts due for payment to the bank account specified in his mandate. The direct debit will always be made on the 10th of the month whereby a simultaneous shortening of the pre-notification term to 5 days is hereby agreed. As a rule, the pre-notification of the direct debit is effected together with the respective invoice but it can also be effected in other ways (e.g. by email) and be notified in advance for future due dates. Should the 10th of a month fall on a Saturday, Sunday or public holiday, the following working day shall be deemed to be the date of the direct debit. Due to increased costs, an administration fee of EUR 1.00 per bank transfer shall be deducted for payments made by bank transfer.

10.2    Price changes
In case of an increase in the VAT rate during the contract term, the remuneration payable by the customer to Verio Europe shall increase in the corresponding amount from the date on which the change enters into force. The same applies should a registration authority increase its prices during the contract term.

10.3    Late payment
Should the customer find himself in arrears with his payments, after giving prior notice and setting a deadline, Verio Europe is entitled to deny the customer's access to his data (barring in accordance with Article 0), should the grace period pass fruitlessly.

10.4    Offset and Force Majeure
The customer can only offset uncontested claims, claims which are contested but ready for judgement or legally determined claims against Verio Europe's claims. The customer is only entitled to raise a right of retention based on counter claims under this contract.
Verio Europe is not responsible for delays in providing service due to Force Majeure or similar events. In particular, events such as strikes, official directives, breakdowns in the communications networks or gateways of other operators and disruptions in the area of other telecommunications suppliers or service providers constitute similar events.
A reimbursement of remunerations paid due to losses of service caused by disruptions outwith Verio Europe's control is excluded.

11    Limitation of liability
Verio Europe bears unlimited liability for damage to life, body or health caused by Verio Europe's negligent violation of obligations or a deliberate or negligent violation of obligations on the part of one of Verio Europe's legal representatives or vicarious agents.
As regards other liability claims, Verio Europe only bears unlimited liability for the non-existence of agreed characteristics and for deliberate intent and gross negligence - also on the part of its legal representatives and senior managers. Verio Europe is only liable for the culpability of other vicarious agents to the extent of their liability for minor negligence.
Verio Europe is only liable for minor negligence where an obligation is violated whose fulfilment is an absolute prerequisite for the proper implementation of the contract in the first place and upon whose fulfilment the contracting partner may normally rely (cardinal obligation). In case of a slightly negligent violation of a cardinal obligation, liability is limited to typically foreseeable damage.
Liability for data loss is limited to such typical restoration cost as would have been incurred if the customer's backups had been carried out regularly and in conformity with the level of risk.
Liability for initial defects in items which Verio Europe provides for the customer's use is excluded.
The liability provision of § 44a TKG (German Telecommunications Act) shall remain unaffected in any case within the Telecommunications Act's scope of application.

12    Data loss
The customer himself is exclusively responsible for the security of the data which he stores within the framework of the object of the contract. Should data be lost, the customer is obliged to transfer his backup data again free of charge to Verio Europe. Where no deviating written agreement has been concluded with Verio Europe, the latter is not obliged to secure the customer's data. Should it be possible for Verio Europe to restore customer data upon the customer's request, this shall be invoiced according to expense incurred. This shall not apply to data backup services.

13    Data protection information
In accordance with the relevant provisions of legal data protection regulations, the customer is hereby advised that Verio Europe processes customer data in a machine readable form and uses them for tasks specified in the contract.
Insofar as Verio Europe employs third parties to provide the services offered, it is entitled to pass on the customer data where this is necessary for the proper safeguarding of operations within the framework of the object of the contract and the data protection regulations are also observed by these third parties.
Further information is provided in the data protection declaration.

14    Assignment
The customer may only assign the rights and obligations resulting from the contractual relationship to a third party upon the prior written approval of Verio Europe.

15    Fulfilment location
The fulfilment location for all supplies and services provided by Verio Europe GmbH i.L. is Neutraubling.

16    Final provisions
The laws of the Federal Republic of Germany shall apply exclusively to the contracts concluded by Verio Europe on the basis of these General Terms and Conditions of Business and to all resulting claims regardless of their nature. The application of the provisions of international law and the uniform UN Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded and may only be chosen to apply to contracts concluded directly with Verio Europe. It is not applicable to contracts between domain registration authorities and the customer, insofar as other applicable legislation has been chosen in the respective award guidelines and conditions.
Verbal side agreements have not been concluded. Amendments or supplements must be made in writing to be valid. This also applies to any waiver of the requirement for the written form itself.
The court of jurisdiction is the respective statutory court of registration of Verio Europe, insofar as the customer is a registered entrepreneur, legal entity in public law or special public assets or has no inland court of jurisdiction.

(Status: 12/2014)