These Terms and Conditions apply to all agreements and services provided by Raidflux,
Established in Breda and registered with the Chamber of Commerce under registration
number 86873520, hereafter referred to as ‘Provider’.
1.1 Agreement: all agreements between provider and Customer of which these Terms and Conditions form an integral part.
1.2 Application Programming Interface (API) / Software Development Kit (SDK): the connections made available to Customer that allows software to communicate with each other.
1.3 Agreement: Business Days: Monday through Friday, excluding public holidays observed in the Netherlands and holidays observed and announced by the Provider
1.4 Customer: a legal entity that concludes an Agreement with Provider in order to use the Services.
1.5 Intellectual Property: All intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, related rights, patent rights, and rights to know-how.
1.6 Normal business Hours: 9:30 AM to 6 PM CET / CEST time, during each Business day.
1.7 Personal Data: any personal data within the meaning of article 4 of the General Data Protection Regulation (GDPR).
1.8 Services: any services that Provider provides to Customer or has an obligation to provide to Customer under this agreement, such as the API/SDK.
1.9 Statistical Purposes: all agreements between provider and customer of which these Terms and Conditions form an integral part.
1.10 Terms and Conditions: the terms and conditions in this document.
1.11 Website: https://raidflux.com
1.12 Mothership: a virtual machine that’s running Raidflux infrastructure, provided by a third party chosen by Customer when creating a region plan, that monitors the state of the fleetship(s) and removes or adds more fleetships based on user traffic.
1.13 Fleetship: a virtual machine, with unique hardware and software specifications, controlled by Mothership, chosen by Customer during the creation of a Region Plan, which holds instances of game servers of Customer.
1.14 Region plan: a plan created by Customer, to determine;
1.13 Team: a team created by Customer, with a specified name, created using Services.
1.13 Billing Profile: a profile created by Customer, where Customer payment method and information is specified, which can be assigned to Team using a unique ID.
2.1 To use the Services, Customer has to obtain an account and login information (username and password) on the Website of Provider.
2.2 Your Login Account and Password must be kept confidential at all times. Passwords should never be shared or exposed to others. You will not let anyone else access your account, or do anything else that might jeopardize the security of your account. You are responsible for the confidentiality and use of all IDs, passwords and other security data, methods and devices furnished in connection with the Web Site.
2.3 You will be solely responsible for the use of any data and information obtained, and all transaction requests electronically transmitted, by any person using your IDs and other security data.
2.4 During the registration process, Customer is obliged to be truthful about the requested information.
2.5 The Agreement is deemed to have come into effect on the date and time when Customer has completed the registration process.
3.1 The Services are offered for the purpose of using the Website and obtaining access to the API and SDK that can be integrated with the platform of Customer for hosting game servers.
3.2 By using the Services, Customer is allowed to choose the server location and can develop the game servers on its own platform.
3.3 Customer is responsible for complying with applicable legislation and regulations while making use of the Services. In particular, Customer represents and warrants that it’s collection of Personal Data complies with the relevant privacy legislation. Customer will indemnify and hold Provider harmless against and from all possible claims of third parties relating to the non-compliance with applicable legislation and regulations while making use of the Services.
3.4 Customer must not use the Services in a way that:
3.5 If Provider discovers that Customer violates any of the provisions as described in article 3.4, or receives a complaint alleging the same, then Provider may intervene to end the violation by:
3.6 Customer must secure access to the accounts by protecting the username and password against third party access. In particular, Customer must keep the username and password strictly confidential. Provider may assume that all actions undertaken from Customer’s account after logging in with the username and password is authorized and supervised by Customer. This means that Customer is liable for these actions.
4.1 The Agreements enter into force as soon as Customer has completed the registration process and then remain in force until Customer or Provider terminates the Agreement.
4.2 Customer can termite the Agreement by sending a notification to Provider. After receiving the notification, PRovider will delete the account of Customer. Termination of the Agreement by Customer is only permitted when the outstanding amounts have been paid by Customer.
4.3 Provider may suspend or terminate the Agreement with immediate effect by providing written notice to Customer in the event that:
5.1 Provider will use reasonable endeavors to realize the uninterrupted availability of its Services, but offers no guarantees in this regard unless otherwise agreed by means of an SLA. Provider also makes no promises or guarantees as to security, availability, and integrity of data transfers while making use of the Services unless it explicitly states otherwise.
5.2 Provider regularly carries out maintenance, adjustments, or improvements of the Services. Should maintenance, adjustments, or improvements require a reduced or total unavailability of the Services, the Provider will attempt to carry out such maintenance as much as possible, outside Normal Business Hours or during non-Business Days and will endeavor to notify Customer in advance of the scheduled maintenance. However, Provider is in no case liable to compensate any damage arising in connection with such maintenance. If Provider considers that there is a danger to the functioning of its Services, Provider will have the right to implement all measures it considers reasonably necessary to avert or prevent this danger. Since the Services are provided over the public internet, Customer is responsible for acquiring appropriate internet access and suitable anti-virus protection and the like. Provider accepts no liability in this regard.
5.3 All provisions in regard to availability and maintenance will be executed on a best-effort basis.
5.4 From time to time, Provider shall release updates to the Services that address bugs or add new features which in turn could change the functionality of Services. Provider shall make such updates available to Customer as soon as practicable and is not required consent from Customer.
6.1 The Services are the Intellectual Property of Provider (or its licensor). The Services may not be copied or used without the prior written permission of Provider. Provided that Customer complies with its payment obligations, Customer will receive a non-exclusive and non-transferable license to use the Services during the term of Agreement.
6.2 Information which Customer stores or processes using the Services is and remains Customer’s property (or the property of Customer’s suppliers or licensors). Provider receives limited license to use this information for the Services, including the use of the information for Statistical Purposes and for future aspects thereof.
6.3 Except to the extent expressly permitted in the Agreement or required by law on a non-excludable basis, the license granted by Provider to Customer under 6.1 is subject to the following prohibitions:
7.1 The prices for the use of Services, as communicated by Provider, are binding. Customer shall pay the fees set out in the invoice for the use of the Services that Provider will send to Customer.
7.2 A Invoice will be sent at the end of each month, stating the date, and can contain Team name, Invoice number, Billing Profile, Billing Profile ID, Mothership/Fleetship Provider, Fleetship specifications, Uptime, and the cost that must be paid in full by Customer.
7.3 Payments can only be made by a direct credit card collection, iDeal, SEPA Direct Debit, Paypal account.
7.4 Each invoice is due and payable fourteen (14) days after the invoice date unless the Agreement specifies otherwise. If Provider has not received payment within five days after the due date, and without prejudice to any other rights and remedies of Provider;
7.5 All prices are in DOLLAR ($) currency and excluding VAT unless the invoice states otherwise.
8.1 Provider’s liability for loss and/or damages resulting from a failure in the performance of the Agreement, an unlawful act or otherwise, is limited to the amount that Customer has paid during the three (3) months immediately preceding the breach or the act giving rise to liability (exclusive of VAT) but shall in any event not exceed the amount of five thousand (5.000) EUR on an annual basis.
8.2 Provider is only liable for direct loss and/or damage arising from an attributable failure in the performance of the Agreement. Direct loss and/or damage is solely understood to mean any and all loss and/or damage consisting of;
8.3 Provider is not liable in any way for the following forms of losses or damages, regardless of the cause (and legal basis) thereof:
1. Indirect damages and losses;
2. Incidental damages and losses;
3. Consequential damages and losses;
4. Exemplary damages and losses;
5. Liquidated damages and losses;
6. Punitive damages and losses;
7. Special damages and losses.
8.4 Any limitation or exclusion of liability stipulated in the Agreement shall not apply in the event that the loss and/or damage is attributable to (1) willful misconduct or deliberate recklessness of Provider’s management, (2) death or bodily injury, or (3) any other matter for which it is unlawful to limit or exclude liability.
8.5 Unless performance by Provider is permanently impossible, Provider shall only be liable due to an attributable failure in the performance of the Agreement if Customer declares Provider to be in default in writing without delay and grants Provider a reasonable term to remedy the breach, and Provider culpably fails to fulfill its obligations also after this term has passed. The notice of default must describe the breach as comprehensively and in as much detail as possible in order to give Provider the opportunity to respond adequately.
8.6 Any right to claim compensation is at all times subject to the condition that Customer notifies Provider of the loss and/or damage in writing within no more than thirty (30) days of its discovery.
8.6 In the event of force majeure, Provider will under no circumstances be liable for compensation and Provider will under no circumstances be bound to comply with its obligations under the Agreement. Force majeure includes, but is not limited to, failures or outages of the internet or the telecommunication infrastructure, a (D)DOS or comparable attack, power failures, civil unrest, mobilization, war, transport disruptions, strikes, lockouts, business interruptions, stagnation in deliveries, fire, and floods.
9.1 For the avoidance of doubt, all terms regarding the processing of Personal Data stated in the Agreement are only applicable insofar not otherwise agreed upon between Provider and Customer in a separate data processing agreement.
9.2 In the event of Personal Data are being processed by using the Services, Provider shall perform the role of processor (or sub-processor) within the meaning of applicable data protection laws and regulations, such as the EU General Data Protection Regulation (hereinafter referred to as “GDPR”). Customer is responsible for entering into contractual arrangements with its end-users regarding the processing of their personal data, having regard to the agreements between Provider and Customer as contemplated in this Agreement, or as otherwise agreed in writing.
9.3 Customer shall notify Provider of the purposes of the processing to the extent not already specified in the Agreement. In case applicable privacy legislation requires a Data Protection Impact Assessment (DPIA), or when a prior consultation within the meaning of article 36 of the GDPR must be conducted before the intended processing under the Agreement may be carried out, then Provider shall provide Customer with assistance to the extent necessary and reasonable. Provider may charge reasonable costs for the aforementioned assistance.
9.4 Provider may process the Personal Data in countries within the European Economic Area. Processing of Personal Data in countries outside the European Economic Area is allowed when the legal requirements for such processing have been fulfilled.
9.5 Within the framework of the Agreement, Provider is hereby authorized to engage third parties (sub-processors). On request of Customer, Provider shall inform Customer about which sub-processors are engaged by Provider. Provider shall inform Customer about any planned changes in the sub-processors that are used. In which case, Customer has the right to object to the proposed change in sub-processors. Such objection must be received by Provider in writing and within two weeks after the date on which Provider has informed Customer about the proposed change in sub-processors. Furthermore, such objections must be supported by valid and reasonable arguments. Should Customer object to such change, then Customer and Provider will jointly endeavor to find a reasonable solution. If there is no suitable solution, then Provider is allowed to make the planned change in the used sub-processors, and Customer is allowed to terminate the Agreement on the date that Provider will actually change the sub-processors that are used.
9.6 Where a data subject submits a request to Provider regarding his/her personal data (for example, to inspect, correct or delete the data, or to receive a copy of the data), Provider will forward the request to Customer and the request will then be dealt with by Customer. Provider may notify the data subject hereof. On request of Customer, Provider will provide assistance with handling such request to the extent necessary and reasonable. Provider may charge reasonable costs for such assistance.
9.7 Provider will use its best efforts to take appropriate technical and organizational measures with respect to the processing of the Personal Data against loss or against any form of unlawful processing (such as unauthorized disclosure, damage, alteration, or transfer of personal data). These measures should guarantee a suitable protection level, taking into account the state of technology, the costs of implementation, the risk associated with the processing, and the nature of the information to be protected.
9.8 Provider will use its best efforts to inform Customer of a personal data breach (as defined in article 4(12) of the GDPR) as soon as reasonably possible, but in any event not later than 48 hours after the discovery of the personal data breach. To the extent required by applicable law, Provider will cooperate with the process of informing all relevant supervisory authorities and data subjects of the personal data breach. However, Customer and/or its end-users will remain responsible for reporting the personal data breach in an appropriate and timely manner.
9.9 Customer has the right to have audits performed by an independent third party bound by confidentiality to verify Provider’s compliance with its obligations regarding the processing of personal data under the Agreement. An audit may only be undertaken once per calendar year. Customer shall inform Provider of the audit at least two weeks before the audit shall take place. Provider shall cooperate with the audit and provide all information reasonably relevant for the audit, including supporting data such as system logs, and employees, as promptly as possible. The findings of the conducted audit will be assessed in mutual consultation and, may or may not be implemented by one of the parties or by both parties together. The costs of the audit, including the costs that Provider has to make to cooperate with the audit shall be borne by Customer.
10.1 Customer represents and warrants that:
10.2 Customer shall indemnify and hold harmless Provider from and against all claims, damages or losses resulting from Customer’s breach of its warranties above.
11.1 These Terms and Conditions may be amended or supplemented at any time. Provider will inform Customer of any changes, by e-mail, two (2) weeks prior to the date the changes take effect and on first-entry of the dashboard after said changes have been applied.
11.2 Provider may amend these Terms and Conditions at any time. In case it’s material changes, Customer can appeal to 11.3.
11.3 If Customer does not want to accept a change or addition, not being a change or addition pursuant to article 11.2 of these Terms and Conditions, customer can terminate the Agreement against the date the changes take effect.
11.4 Use of the Services after the date of effect shall constitute Customer’s acceptance of the changed or added-to Terms and Conditions.
12.1 The Agreement shall be governed by Dutch law, excluding any conflict of law provisions contained in Dutch law.
12.2 To the extent not otherwise provided for in mandatory law, all disputes related to the Services or in connection with the Agreement will be submitted to the competent Dutch court in the jurisdiction where Provider has its registered office.
12.3 The version of any communication of information as recorded by Provider shall be deemed to be authentic, unless Customer supplies proof to the contrary.
12.4 If any provision of the Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of the Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provisions will be deemed to be written, construed, and enforced as so limited.
12.5 Provider has the right to transfer its rights and obligations under the agreement to a third party that takes for the relevant business activity from it.
