inoiTECH B2B Sales Terms and Conditions

1. Contract Structure and Order of Precedence

1.1. The contractual documentation (the “Sales Contract”) may consist of: (i) the signed Service Agreement / Order Form (including any attachments and pricing), (ii) these Sales Terms, (iii) Services Specifications (if any), (iv) Service Level Agreement (if any), and (v) Policies (including acceptable use and security policies), as applicable.

1.2. In case of conflict, the following order of precedence applies (highest first): (a) Service Agreement / Order Form; (b) Attachments / Pricing; (c) SLA (if any); (d) Services Specifications (if any); (e) these Sales Terms; (f) Policies (unless a Policy is expressly stated to prevail for compliance or security reasons).

2. Definitions

• “Client” means the business customer purchasing or using the Services.
• “Services” means the services ordered by Client, such as dedicated server rental, backup storage/server rental, network services, remote hands and support.
• “Client Data” means any data, content or information stored, processed or transmitted by Client via the Services.
• “Dedicated Server” means a physical server platform made available exclusively to Client during the rental period.
• “Remote Hands” means on-site technical tasks performed by inoiTECH personnel upon Client request (limited scope).
• “SLA” means the service level agreement, if agreed in writing.
• “Policies” means any applicable acceptable use, abuse, security and operational policies referenced by the Sales Contract.

3. Scope of Services and Service Model

3.1. inoiTECH provides infrastructure services. Unless expressly agreed in writing, inoiTECH does not provide managed administration of Client operating systems, databases or applications (including Microsoft Windows services), nor Client backup job management.

3.2. Backup storage/server rental provides capacity only. Client is responsible for configuring, monitoring, validating and testing its backups unless a managed backup/DR service is explicitly agreed in writing.

3.3. Any service not explicitly ordered and described in the Service Agreement / Order Form is excluded.

4. Orders, Changes and Communication

4.1. Orders and instructions are accepted via authorized contacts and agreed channels (email is the primary channel).

4.2. Client authorizes inoiTECH to perform actions requested by Client (e.g., reboot), and acknowledges that actions at OS/application level remain Client’s responsibility unless a managed service is contracted.

4.3. Emergency actions may be taken to protect infrastructure or security, with reasonable efforts to inform Client.

5. Client Responsibilities

• Maintain adequate backup strategy, retention and periodic restore testing for Client Data.
• Monitor OS-level storage health (SMART/RAID alerts) and promptly request drive replacement when degradation is detected.
• Maintain secure credentials and least-privilege access; enable MFA/2FA where available.
• Use the Services in compliance with applicable laws and Policies (including restrictions on malware, abuse, unauthorized access).

6. Support and Remote Hands

6.1. Support levels and response times are as stated in the Service Agreement / Order Form and/or SLA (if any).

6.2. Remote Hands is limited to reasonable on-site tasks (e.g., power-cycle, cable reseat, visual check). Additional work may be quoted separately.

7. Maintenance and Availability

7.1. Planned maintenance may be performed to ensure security and reliability. inoiTECH will use reasonable efforts to notify Client in advance when maintenance may impact Services.

7.2. Emergency maintenance may be performed without prior notice if necessary to protect infrastructure, security, or prevent wider outages.

8. Hardware, Repairs and Replacement

8.1. Drives (HDD/SSD/NVMe) are consumable components and may require replacement when errors/degradation are detected. Replacement is performed after Client notification/approval unless urgent to prevent further failure.

8.2. inoiTECH may use server barebones platforms that are repurposed between clients; drives supplied for Client systems are installed new unless otherwise agreed.

9. Fees, Invoicing and Payment

9.1. Fees are stated in the Service Agreement / Order Form. Invoices are payable within the term stated on the invoice unless otherwise agreed in writing.

9.2. Additional capacity or services requested by Client must be confirmed in writing and will be billed accordingly.

9.3. Late payment: inoiTECH may apply statutory interest and reasonable collection/administrative costs as permitted by Dutch law.

10. Suspension

10.1. If invoices remain unpaid after notice, inoiTECH may suspend network access to Services until payment is received.

10.2. inoiTECH may suspend Services immediately where necessary to mitigate security incidents, abuse, or legal risk.

11. Liability

11.1. Liability for data loss, service incidents and related claims shall be governed by the applicable Service Agreement / Order Form (including any liability cap and exclusions).

11.2. If the applicable agreement is silent, liability (if any) is limited to documented direct damages and capped at the fees paid by Client for the affected Service during the preceding twelve (12) months.

11.3. Where an SLA applies, any service credits under the SLA constitute the primary remedy for service level breaches, unless otherwise expressly agreed in writing.

11.4. inoiTECH is not liable for indirect or consequential damages (loss of profit, business interruption), except where such exclusion is not permitted by law.

12. Data Protection and Confidentiality

12.1. Each Party shall comply with applicable data protection laws (including GDPR where applicable).

12.2. Confidentiality is governed by the Parties’ NDA (if signed).

13. Term and Termination

13.1. Term and termination notice are as stated in the Service Agreement / Order Form. Standard notice period is one (1) month unless otherwise agreed.

13.2. On termination, Client remains responsible for retrieving Client Data within the agreed offboarding window.

14. Force Majeure

14.1. Neither Party is liable for failure to perform due to force majeure events beyond reasonable control, provided it uses reasonable efforts to mitigate.

15. Governing Law and Dispute Resolution

15.1. These Sales Terms and the Sales Contract are governed by the laws of The Netherlands.

15.2. Disputes shall be resolved by negotiations; if unresolved, finally and exclusively by arbitration under the Permanent Court of Arbitration (PCA), seated in The Hague, The Netherlands, in English.

16. Language

16.1. These Sales Terms are issued in English. Any translation is for convenience only; the English text prevails.

17. Contact

Primary contact email for orders/instructions: client@inoitech.eu