Legal

Openprovider General Terms and Conditions

Version 4 - Date: 13 September 2023

Article 1. Definitions

  1. Openprovider: a trade name of Hosting Concepts B.V., established in Rotterdam and listed in the Trade Register of the Chamber of Commerce under file number 24277249. In this Agreement, Openprovider is either referred to by the said name or as “We”, “Us” or “Our.”
  2. Services: Openprovider is an official domain name registrar. Openprovider offers access to its automated systems for domain name registration and administration. Openprovider registers domain names on a first-come, first-served basis. The aforementioned activities constitute basic services. Openprovider also supplies SSL certificates, software, DNS and other Internet services. 
  3. Client: the natural or legal person acting in a professional capacity or legal entity having entered into an agreement with Openprovider. The Client may also be a retailer. For the purposes of these General Terms and Conditions, retailers will be referred to as ‘Reseller’. Resellers are subject to supplementary terms and conditions. The Client is referred to in this Agreement as either “the Client” or “You.”
  4. Account: the online environment made available by Openprovider for the purpose of enabling the Client to apply for, administer or configure Services. Amongst other channels, this environment can be accessed via the Website or API.
  5. Licenses: the right to use software owned by one of Openprovider’s suppliers or by Openprovider itself.
  6. Agreement: the agreement between Openprovider and Client by virtue of which Openprovider will provide the Services, and of which these General Terms and Conditions are a part.
  7. Website: www.openprovider.com or any of its sub-domains and other domain extensions.
  8. General Terms and Conditions: these terms and conditions.
  9. Knowledge Base: the database containing documents and (registry) policies available on: http://support.openprovider.eu/hc/en-us.
  10. Fair Use Policy: rules of conduct to ensure that all customers can use the services of Openprovider without interruption. The Fair Use Policy is available for download from the Website.

Article 2. Offer and acceptance

  1. The Agreement between Openprovider and the Client will take effect when the Client (1) creates an Account on the Website, or (2) places an electronic order via his Account which is subsequently confirmed or (3) accepts an offer issued by Openprovider. Any such offers must be signed by Openprovider. Openprovider requires the Client to check the order confirmation and to contact Openprovider within eight hours if any errors are to be rectified. 
  2. If an order can only be partially filled, the Client is expected to agree to a partial delivery.
  3. The due amount will be specified on the Website and during the process of ordering via the Account. The description of the Services as featured on the Website or specified in the offer will be binding. Upon renewing Services automatically or otherwise, Openprovider will notify the Client of the rates applicable at that time. 
  4. Openprovider may draw up an offer in which it specifies what the Service includes and what amount will be owed upon acceptance of the Agreement.
  5. An offer is without obligation and is valid for 14 days after the date it was sent by Openprovider, unless stated otherwise in the offer.
  6. If the information provided by the Client proves to be incorrect or false in any manner, Openprovider has the right to adjust the prices accordingly and/or take such action as required by Openprovider under law or take any action it deems necessary to avoid any damages to Openprovider or others including but not exclusively limited to termination of Services without a right for compensation to the Client .
  7. Provisions or terms and conditions stipulated by the Client that differ from, or do not appear in these General Terms and Conditions will only be binding upon Openprovider if and to the extent that these have been expressly accepted by Openprovider in writing.
  8. Openprovider is entitled to refuse a Client at its own discretion without stating reasons.
  9. The Agreement will take effect as soon as Openprovider has received notification of acceptance by the Client.
  10. In the event provisions in the Agreement or its appendices, or in these General Terms and Conditions are inconsistent with one another, the following order of rank applies:

    – the Agreement;
    – any Appendices;
    – any Service Level Agreement;
    – the General Terms and Conditions;
    – any supplementary conditions.

Article 3. Performance of the Service

  1. After the Agreement has been concluded, Openprovider will perform the Services as soon as possible in accordance with the offer or electronic order.
  2. To the extent it has not been otherwise agreed in writing, Openprovider will endeavour  that the Service will be performed to the best of its ability with due care and professional competence.
  3. If and where required for the proper performance of the Agreement, Openprovider has the right to have certain activities performed by third parties. Openprovider is not responsible for the acts/omissions of any such third party or any consequence thereof.
  4. The Client is obliged to do everything that is reasonably required and desired to ensure that the Service is performed correctly in a timely manner. In particular the Client will ensure that all information designated by Openprovider as essential or in respect of which the Client should reasonably understand that it is required for the purpose of performing the Services, is provided to Openprovider in a timely fashion.
  5. If the above forms part of the Services, Openprovider will provide the Client with an administrative user name and a password. These data will offer the Client access to the Account.
  6. Each action performed by means of the Client’s Account is deemed to take place under the risk and responsibility of the Client. In the event of suspected misuse of an account, the Client must duly notify Openprovider as soon as possible so that appropriate measures can be taken by Openprovider. The Client is fully responsible for any consequential damages, including user costs and compensations, resulting from such misuse, with a minimum of € 2,500, not including VAT.
  7. The Client is entitled to create users (employees) and provide them access to the Account. This does not affect the responsibility of the Client as described in the previous subclause of this Article. The Client shall be responsible for activities of all users/employees to whom the Client grants access.
  8. The Client must provide all details truthfully. Openprovider is entitled to request that the Client provides proof of the details provided. If the Client cannot provide such proof or the details prove to be incorrect, Openprovider is entitled to terminate its Agreement or Agreements with the Client with immediate effect and to delete the Client’s Account. The above will not require the intervention of a competent court.
  9. The Client is obliged to read its email on a regular basis: at least once every two weeks, but more frequently if required for the purposes of the registry procedure. If an addressee’s email inbox is full, Openprovider is entitled to return emails to the sender.
  10. The Client declares that it is familiar with and, if applicable, accepts the documents incorporated in the Knowledge Base, including (but not limited to) the rules of conduct and the applicable (registry) conditions.
  11. Openprovider has the right to take products and Services out of use, temporarily or otherwise, and/or to limit their use, or to provide these only to a limited extent, or not at all, if the Client does not fulfil an obligation towards Openprovider as stipulated in the Agreement or acts in breach of these Terms and Conditions.

Article 4. Resellers

  1. Insofar as the Services extend to the resale or lease or otherwise to the provision for a fee of Openprovider products or services by the Reseller to its customers, the provisions in this article also apply.
  2. When engaging in Resale activities, the Reseller will act in its own name and at its own expense and risk, and is not entitled to enter into any agreements for or on behalf of Openprovider, or give the impression that it is a representative or agent of Openprovider. The Reseller will fully cooperate with any customer requests to provide the identity of the registrar (Openprovider).
  3. The Reseller is free to determine which products and services it provides to its customers at which price, within the boundaries set out by Openprovider in the offer.
  4. As regards the products and services provided to its customers, the Reseller must – at minimum – impose the same obligations upon its customers as those to which it is subjected by Openprovider. Openprovider may request that the Reseller provide proof to this effect.
  5. The Reseller is obliged to inform its customers of Openprovider’s identity by means of the registration agreement, or offer them a way of identifying Openprovider such as a link to the InterNIC Whois service.
  6. In the event that customers fail to pay or fail to do so in a timely fashion, this will not discharge the Reseller from its payment obligations towards Openprovider.
  7. Reseller must comply with all ICANN policies, rules and regulations as amended from time to time.
  8. Openprovider will not contact any Reseller’s customers directly unless required by the policies of ICANN, the registry or another party, or unless there are urgent grounds to do so (at the sole discretion of Openprovider including without limitation an abuse case or order by a court of competent jurisdiction including summons or discovery notices issued in legal proceedings) or the Reseller has granted permission for direct contact. Damages (or the threat thereof) and inconvenience to third-parties as a result of the activities undertaken by Reseller customers or the Reseller itself are regarded as grounds for such direct contact. If customers of the Reseller approach Openprovider in any way with a request to implement modifications, and the Reseller itself failed to respond appropriately to those requests, Openprovider shall be entitled to implement the requested modifications (or arrange for them to be implemented), at its own discretion, in the name of the Reseller and for the account and risk of the Reseller. The Reseller shall fully indemnify Openprovider against any claims that Openprovider might receive in this connection.
  9. In its promotional or commercial communications, the Reseller is not entitled to use any trade names, brand names, logos or signs owned by Openprovider with the aim of using Openprovider’s goodwill, reputation  or good name to recruit customers without the prior written permission of Openprovider. The Reseller is entitled to communicate its use of Openprovider products and services in a businesslike manner, without any element of deception or misrepresentation to the public. In the event of breach of this clause, Openprovider is entitled to all remedies available under law including seeking damages. 
  10. The Reseller is fully liable at all times for its customers’ actions and omissions via Openprovider systems and networks, or those of its suppliers, and indemnifies Openprovider to the fullest extent in this regard. In case of any wrongdoing, Openprovider reserves the right to seek legal recourse, including claiming compensatory and/or punitive damages.
  11. In the event that the Agreement is dissolved or terminated due to non-performance by the Reseller, Openprovider will acquire the right to approach, inform and acquire Reseller customers.
  12. The Reseller is not entitled to use the ICANN or “ICANN-Accredited Registrar” logo nor any logo of other registries or otherwise present itself as an ICANN-accredited organisation or another registry accredited organisation, unless written permission to this end has been granted by the respective entity.
  13. In case the Reseller manages one or more domains under a so-called generic Top Level Domain (gTLD, for example .com), the following clauses apply:

    – All agreements between the Reseller and its customers must meet the conditions set out in the latest version of the “ICANN Registrar Accreditation Agreement” and other “ICANN Consensus Policies”. The Reseller can consult these conditions via (http://www.icann.org/en/about/agreements/registrars). The Reseller hereby declares that it is familiar with and will adhere to these conditions and the ICANN regulations. The Reseller also declares that it will regularly visit the ICANN website to consult the latest terms and conditions/regulations.
    – The Reseller is obliged to include a link to ICANN’s general terms and conditions and website in the footer of its website, which can be accessed via each page. This link should redirect to the following pages (http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.htm) and (http://www.icann.org/en/resources/registrars/registrant-rights/benefits).
    – The Reseller is obliged to inform its customers about its Deletion and Auto-Renewal Policy. Reseller customers must be immediately informed of any important changes to this policy
    – The Reseller may only extend agreements without the permission of its customers in the event of extenuating circumstances, as referred to in the ICANN Registrar Accreditation Agreement.
    – The Reseller will cooperate fully with any requests from Openprovider or ICANN to offer more information on ICANN regulations via its website or websites. This cooperation will also extend to the implementation of any terms and conditions imposed upon Openprovider by ICANN. The Reseller agrees that the aforementioned terms and conditions may be unilaterally imposed, and with immediate effect.
  14. If the Reseller acts in violation of the terms and conditions applied by ICANN or these general terms and conditions, Openprovider is entitled to terminate its agreement with the Reseller with immediate effect and transfer its domain customers to Openprovider in order to ensure the continuity of the services provided to these (end) users.
  15. The general terms and conditions to which Reseller customers are subject may not conflict with the terms and conditions applied by Openprovider, ICANN, the various Registries or the vendors of the respective product or service.
  16. The Reseller is obliged to apply the terms and conditions specified in this article to its resale agreements and any underlying agreements.
  17. Openprovider is entitled to audit the Reseller in order to make sure the terms of the Agreement are being adhered to.

Article 5. Service: Licenses

  1. If the Service provides, in full or in part, for Openprovider mediating on behalf of the Client for the acquisition of one or more Licenses, or the issue of licenses by Openprovider itself, the provisions in this article will also apply.
  2. The Client must get acquainted with and accept any additional terms or license agreement published by the supplier of the License. Non-compliance may lead to cancellation of the License.
  3. All intellectual property rights to any materials, software, analyses, designs, documentation, recommendations, reports, data offers and preparatory materials developed or made available in connection with the Service are vested exclusively in Openprovider or its suppliers.
  4. The Client solely acquires the rights of use and powers arising under the Agreement or those assigned in writing, and in all other respects the Client will not reproduce or publish the software or materials.
  5. The Client is not permitted to remove or modify any markings concerning copyrights, trademarks, trade names or other intellectual property rights from the materials, including markings concerning the confidential nature and secrecy of the materials.
  6. Openprovider is authorised to put technical measures in place to protect the software. If Openprovider has protected the materials by means of technical protection, the Client is not permitted to remove or circumvent the relevant protection.
  7. Any use, reproduction or publication of the works falling outside the scope of the Agreement or rights of use that have been granted are deemed as copyright infringement. The Client will be liable to a penalty due and payable immediately to Openprovider amounting to € 10,000 for each act of infringement, without prejudice to Openprovider’s right to receive additional compensation for damage or loss as a result of the infringement or to take other legal action for the purpose of terminating the infringement.

Article 6. Service: SSL certificates

  1. If the Service provides, in full or in part, for Openprovider mediating on behalf of the Client for the acquisition of one or more SSL certificates, the provisions in this article will also apply.
  2. Application and issue depend on and are subject to the regulations and procedures applied by the supplier in aid of which Openprovider is mediating. The relevant supplier will make a decision as to whether to issue the certificate and conduct the necessary validations regarding the SSL certificate’s area of application. The Client will grant permission to this end or guarantee that permission has been granted before applying for an SSL certificate for a specific website. 
  3. The SSL certificate will be valid for the agreed term, unless it is revoked in the interim. In this case, no reimbursements will be granted unless explicitly agreed upon.
  4. Openprovider and/or the supplier may prematurely revoke the SSL certificate in the following situations:

    – If it becomes clear that the Client and/or the Client’s customer have provided incorrect information in order to obtain the SSL certificate;
    – If the Client and/or Client’s customer have not paid the costs of obtaining the SSL certificate or have failed to do so within the specified period;
    – If Openprovider and/or the supplier deem that the reliability of the SSL certificate has been compromised.
  5. The Client is not entitled to full or partial reimbursement of the costs of the SSL certificate, unless the revocation is attributable to a failure to perform by Openprovider that was not resolved within a reasonable time frame by Openprovider. Openprovider will then provide a new SSL certificate that is valid for the duration of the Agreement free of charge, in order to replace the SSL certificate revoked prior to its expiration date based on the above grounds.
  6. Openprovider will endeavour to notify the Client that the SSL certificate must be renewed prior to its expiration date. However, the Client remains responsible for the timely renewal of its SSL certificates.

Article 7. Service: Domain names

  1. Openprovider registers domain names in its capacity as official registrar. As regards the issue and administration of domains, Openprovider merely acts as an intermediary between the Client and the registry, or any other organisation/company responsible for administering the central database. Openprovider does not have any influence on the domain name distribution process or selection of the domain names by the Clients. In view of the fact that third-party rights may be involved, Openprovider is not obliged to guarantee the continuity or existence of any registered domain.
  2. The Client declares that the domain name and/or use of the domain will not undermine or violate the rights of any third party including but not limited to trade mark rights and intellectual property rights, and guarantees that there are no impediments to registration of the domain name.
  3. The various domains are administered by several, generally national, organisations. All these organisations apply their own general terms and conditions regarding the registration of domains and sub-level domains, as well as their own regulations on domain name disputes. If the contractual agreement is to extend to domains, the additional terms and conditions of each gTLD (generic Top-Level Domain) and ccTLD (country code Top Level Domain) will apply. These additional terms and conditions will be submitted to the Client for notification in the Knowledge Base.
  4. All consequences ensuing from violation of the Agreement or the General Terms and Conditions or specific domain contracts will be for the Account and risk of the Client. Openprovider cannot be held liable for such consequences in any way.
  5. If Openprovider registers a domain name on behalf of the Client, Openprovider will honour requests from the Client with respect to moving, transferring or terminating this domain name.
  6. The Client will, at any moment, cooperate with a transfer request of a domain name registered by the Client or one of its customers. Unless the policies of the respective registry allow for it, the Client will not delay or reject a transfer request to another registrar. This clause also applies in case of a dispute about a payment by the Client, his customer or an underlying party.
  7. The Client will immediately – but within five calendar days at the latest – notify Openprovider in writing of any changes regarding the domain holder’s details.
  8. The Registrant/Client explicitly authorizes Openprovider  to act as his “Designated Agent” to approve each “Change of Registrant” on his behalf. The Client  explicitly opts out of the 60-day inter-registrar Transfer Lock after a Change of Registrant. The terms Designated Agent, Change of Registrant and Transfer Lock are as defined in ICANN’s transfer policy (https://www.icann.org/resources/pages/registrars/transfers-en).
  9. The Client agrees to resolve any conflicts in accordance with the Dispute Resolution Policies applied by the responsible organisations. The Client agrees to the Uniform Domain Name Dispute Resolution Policy (“UDRP”) and the Rules for Uniform Domain Name Dispute Resolution Policy ("UDRP Rules"), copies of which are available at http://www.icann.org/dndr/udrp/policy.htm and https://www.icann.org/resources/pages/udrp-rules-2015-03-11-en. The Client agrees that the UDRP may be changed by ICANN (or ICANN's successor) at any time and that such a change will be binding upon the Client. The Client agrees that, if the registration or reservation of the Client’s domain name is challenged by a third party, the Client will be subject to the provisions specified in the UDRP in effect at the time the Client’s domain name registration is disputed by the third party or an order granted by a court of competent jurisdiction in this regard. The Client also agrees that, in the event a domain name dispute arises with any third party, the Client will indemnify and hold Openprovider harmless pursuant to the terms and conditions of the UDRP. The Client also understands that it is important for it to regularly monitor email sent to the email address associated with the Client’s account and domain names because, among other reasons, if a dispute arises regarding Services provided to the Client, the Client may lose its rights to receive the Services if the Client does not respond expeditiously to an email sent in conjunction therewith. 
  10. As soon as the domain name is registered in or transferred to, pursuant to the previous subclause, in the name of Openprovider, Openprovider shall obtain the unlimited right to lease, sublicense, sell or otherwise alienate or encumber the domain name, in accordance with the applicable (registry) conditions.
  11. For the duration of ongoing administrative proceedings, or a 15-day period after the conclusion of such proceedings, or for the duration of a pending legal case or arbitration period regarding the domain name, the Client is not entitled to transfer the domain name registration to a third party, unless this third party confirms in writing that it will abide by the court ruling or arbitration.
  12. Openprovider does not have any control over the registration of IDN domain names (Internationalized Domain Names) and the service may be modified, interrupted or even terminated by the registry without prior notification. Openprovider is not obliged to guarantee the continued existence or availability of IDN domain names; registration is at the Client’s own risk. The Client acknowledges that the operation of multi-language domains differs from normal domains. The Client also acknowledges that an IDN may not function at all due to the continual introduction of new technologies.
  13. Any IP addresses made available to the Client will remain under the administration of Openprovider and are non-transferable in the event that the Client chooses to move/terminate the registration. Furthermore, multiple Openprovider clients may operate under the same IP address.
  14. Openprovider is entitled to change an IP address or allocate a different address to the Client at all times.

Article 8. Availability of the Service

  1. Openprovider will make every effort to ensure uninterrupted access to its systems and networks and to the data it has stored but is unable to offer any guarantees in this regard, unless otherwise agreed in the offer or electronic ordering procedure by means of a Service Level Agreement (SLA). To the extent not provided for otherwise in an applicable SLA, availability is subject to the provisions of this article.
  2. Openprovider will make every effort to keep the web server and other software it uses up to date. To this end, however, Openprovider is dependent on its suppliers. Openprovider is entitled not to install certain updates or patches if it believes installing such updates or patches will not be beneficial to the Service.
  3. Openprovider will undertake to ensure that the Client can make use of the networks that are either directly or indirectly connected to the Openprovider network. However, Openprovider cannot guarantee that these (third-party) networks will be available at any time.
  4. Openprovider will make back-ups available to the Client on a daily basis, if this is offered as part of the Service. If this is not the case, the Client will be fully responsible for making back-ups of any data stored by Openprovider.
  5. Openprovider’s services and these General Terms and Conditions shall always be governed by the laws of the Netherlands. 

Article 9. Abuse

  1. The Client will not use the services of Openprovider for purposes that are in conflict with these General Terms and Conditions, the regulations of the relevant suppliers, the regulations of ICANN or national or international legislation (as amended from time to time).
  2. If, in the opinion of Openprovider, the operation of Openprovider’s computer systems or network or third-party networks and/or service provision via a network is at risk, in particular as a result of sending excessive amounts of email or other data, sending excessive amounts of Service Requests (including, but not limited to, drop catching of domain names), inadequate security systems or virus activities, Trojan horses and similar software, Openprovider has the right to take all reasonable measures it deems necessary to avert or prevent such risk. Our Fair Use Policy applies to this Agreement.
  3. Openprovider maintains an Abuse Contact, as detailed below, to receive reports of abuse involving Registered Name sponsored by Openprovider, including reports of DNS Abuse (i.e. malware, botnets, phishing, pharming and spam, which spam serves as delivery mechanism for other forms of DNS Abuse) and Illegal Activity as mandated under the ICANN policy with respect to complaints received from law enforcement, as well in relation to consumer protection, quasi- governmental or other similar authorities designated from time to time by the national or territorial government of the jurisdiction in which Openprovider is established or maintains a physical office. The details of the point of Abuse Contact are as follows:
  4. Email ID: abuse@registrar.eu
  5. Telephone: +31.104482297
  6. Registered Name refers to a domain name within the domain of a gTLD, whether consisting of two (2) or more (e.g., john.smith.name) levels, about which Openprovider maintains data in its database, arranges for such maintenance, or derives revenue from such maintenance. A name in a Registry Database may be a Registered Name even though it does not appear in a zone file (e.g., a registered but inactive name).
  7. Upon receipt of a complaint, the Abuse Contact shall investigate well-founded reports of illegal activity within 24 hours of the receipt of a complaint. In reviewing such requirements, the Abuse Contact is not required to take any action in contravention of applicable law.
  8. When Openprovider has actionable evidence that a Registered Name sponsored by it is being used for DNS Abuse, Openprovider, acting through the Abuse Contact, must promptly take the appropriate mitigation action(s) that are reasonably necessary to stop, or otherwise disrupt, the Registered Name from being used for DNS Abuse. Action(s) may vary depending on the circumstances, taking into account the cause and severity of the harm from the DNS Abuse and the possibility of associated collateral damage.
  9. The Client will not use the Services of Openprovider to register domains that facilitate the following practices; if the Client discovers that one of its registered domains facilitates these practices, he will make every effort to solve the problem as soon as possible, possibly by deactivating or terminating the domain name. If Openprovider can reasonably demonstrate that a domain name has been registered for the sole purpose of facilitating one of these practices, Openprovider reserves the right to deactivate or cancel the domain name in question.
  10. – Operating or facilitating a botnet; facilitating phishing activities; spreading viruses, malware or similar matters; pharming or spam when spam serves as a delivery mechanism for any of the other forms of abuse set out above.   
  11. – Hosting or facilitating unlawful or reasonably deemed unlawful content, including referring to such content.
  12. – Offering, selling or advertising products and services that contravene applicable laws and regulations, such as (but not limited to) weapons and pharmaceutical products.
  13. – Intentionally infringing the rights of third parties, including a personal name, trade name or brand name.
  14. - Infringing any copyright, trademark, patent, trade secret, or other proprietary rights of any third-party information; and
  15. - Using the Services for content that will profess hatred for particular social, ethnical, religious or other groups, or in a manner that is violent or encourages violence.
  16. Complaints that Openprovider receives about a product or service under the control of the Client will be forwarded to the Client by the Abuse Contact. The Client must send the complainant a response with a copy to the Abuse Contact within 24 hours or such other time as mandated by ICANN policies. If this response is not sent, Openprovider, acting through the Abuse Contact, reserves the right to take action at its own discretion to solve the problem.
  17. In the event of an excessive number of complaints about products or services under the control of the Client and no effective action being taken to reduce the number of complaints, Openprovider may decide to terminate the Agreement. Furthermore, Openprovider reserves the right to charge the time needed to handle the complaints at the regular hourly rate.

Article 10. Data and privacy

  1. The Client assures Openprovider that all submitted information and data is accurate and complete. In the event of any modifications to the Account, the Client also assures Openprovider that these modifications are complete, accurate and truthful. The Client acknowledges that the provision of inaccurate data may result in the immediate removal of the relevant domain without any reimbursements. In particular, this concerns:– the Client’s full name, postal address, email address, telephone number, and fax number if available – if the registrar is an organisation, association or business

    – additional details (name and address) for an authorised contact person;
    – if the Client is planning to use its own Domain Name Server (DNS): IP addresses for the first and second servers;
    – the names of the aforementioned servers;
    – the full name, postal address, email address, telephone number and fax number if available, of the administrative contact person;
    – the full name, postal address, email address, telephone number and fax number if available, of the technical contact person;
    – the full name, postal address, email address, telephone number and fax number if available, of the invoice address; This information must be adjusted if necessary.
  2. Openprovider will inform the Client that the domain registration process, as well as the ordering process of other Services, involves the storage and processing of personal details, and that personal data may be transferred to third parties involved in the registration and/or order process. The registration process also includes the storage of personal data in the ‘whois’ database.
  3. Openprovider is authorised to use data for the purpose of optimising its Services and tailoring its Services more effectively to the Client’s needs.
  4. Openprovider will ensure an appropriate level of security considering the risks involved in processing the data to be protected and the nature thereof.
  5. Openprovider will also guarantee that all persons acting under its authority, to the extent they have access to personal data for which the Client is responsible, will only process such data on the instruction of the Client, subject to statutory obligations to the contrary.
  6. The Client guarantees that it will only enter personal data in Openprovider’s systems in a manner that is fully compliant with the law.
  7. If the Client is required to adjust, delete or hand over data stored in Openprovider’s systems within the context of a legal obligation pursuant to the Personal Data Protection Act or another law on the same subject for instance, Openprovider will facilitate this activity to the best possible extent. The costs of the relevant activities may be invoiced separately.

Article 11. Duration and end

  1. The term of this Agreement shall start from the effective date hereof and will automatically renew until termination.
  2. Openprovider is entitled to terminate the Agreement with immediate effect if:

    – payments are revoked before the due amount can be collected by Openprovider;
    – the Client violates the General Terms and Conditions;
    – applicable laws or ICANN regulations are violated;
    – any actions are performed that violate the General Terms and Conditions of the registration or its requirements.
  3. In all the aforementioned cases, the Client will lose all its registration rights.
  4. The duration of Agreements on the Service may vary depending on the relevant product or service.
  5. The Client will receive a request to pay for any Service or Membership via email, no later than 28 days before the due date. If payment has not been received before this due date, the Client will lose all rights to the Service. If the Client is making use of automatic renewal functionality, it will be fully responsible for ensuring that there are sufficient funds in its account. Services that cannot be renewed due to insufficient funds or any other reason will be discontinued.
  6. Memberships will be automatically renewed on the Membership’s anniversary date or in case the Membership runs out of operations, whichever comes first. The upgrade and downgrade to another plan are possible at any moment in time. In case of upgrade or downgrade, the full price of a new plan is charged, and the operations left in existing Membership (if any) are not added to the newly activated Membership.
  7. In the event that a Service is terminated by the Client or as the result of a ruling in a dispute, the Client will not be entitled to a substitute Service or restitution. If the termination is not the result of an intentional act or gross negligence by Openprovider, no restitutions will be made. This also applies to other activities or additional registered options.
  8. If Openprovider cannot maintain the registration of a Sub-Level Domain in accordance with the conditions of the relevant registry, Openprovider is entitled to terminate the contract in writing no later than 14 days before the end of the relevant month.
  9. In the event that Openprovider ceases to act as officially accredited registrar, Openprovider is entitled to terminate contracts in writing, no later than 14 days before the end of each month.
  10. If the Service cannot be terminated according to the terms and conditions and/or rules of a supplier involved, Openprovider is entitled to charge the costs relating to the extension to the Client. The above also applies if the Service cannot be terminated due to a legal provision or court order.
  11. Unless the automated systems of Openprovider offer another option, all cancellations, terminations and notifications must be submitted in writing by the Client.

Article 12. Rates and payment

  1. All prices exclude VAT.
  2. Rates for Openprovider Services are published on the Website or on a closed portal of the Website and/or the Service (e.g. the “Reseller Control Panel”); these rates are subject to change without further notice.
  3. Domain name renewal rates exclusively apply to renewals that are being processed at the time; all future renewals will be charged against applicable rates on the day of renewal.
  4. The Client declares that it is aware that the rates for applying for and renewing domain names are variable for certain domain names in a Top Level Domain and differ from other domain names within a Top Level Domain. This is the case, for instance, for “Premium Domain Names”.
  5. In case the actual price of a product or service is higher than the price communicated during the order, Openprovider will ask the Client for approval before processing the order at the higher price.
  6. If a registry and/or another supplier increases the prices for a specific extension or other product or service, Openprovider is entitled to pass on this increase to the Client, without the Client being able to terminate the Agreement.
  7. If the Agreement is a continuing performance agreement, Openprovider has the right to change the rates applied at any time. To that end, Openprovider will inform the Client of the rate changes via the website or by email at least two (2) weeks in advance. In the event of a rate increase, the Client is entitled to terminate the Agreement, with due observance of a notice period of one (1) month.
  8. Openprovider is entitled to raise all rates agreed upon with the Client by 4% per year on 1 January, without the Client being entitled to give notice of termination.
  9. Payments may be made via credit card, a one-off direct-debit authorisation or other specific payment methods such as an iDeal payment or bank transfer.
  10. Services cannot be registered until payment has been received. The registration will be processed as soon as the due funds have been transferred to Openprovider’s bank account. All transaction costs will be borne by the Client.
  11. The Client agrees that it will lose all rights to a domain name if the due charges are reversed by the bank or credit card company, in the event of proven credit card fraud or any other form of chargeback. In such cases, Openprovider reserves the right to decide whether to continue administering or terminate the domain name.
  12. The Client agrees to electronic invoicing. No invoices shall be provided through regular mail.
  13. The costs of domain name registration and other costs will not be refunded in the event that a contract is terminated prematurely.
  14. Advance payments for domains that could not be registered will be credited to the Client’s outstanding balance.
  15. The Client is responsible for ensuring that has sufficient funds. In the event of insufficient funds, Openprovider is not liable to provide Services.   
  16. The Client must anticipate day-to-day exchange rate fluctuations. In order to cover the costs that may arise for Openprovider as a result of exchange rate fluctuations, Openprovider is entitled to adjust the prevailing exchange rates, as applied by the European Central Bank, by a percentage mark up that is appropriate to reflect the volatility in currencies, or in currencies where the ECB benchmark is not available, an appropriate benchmark will be applied along with the above mentioned mark up.
  17. All full or partial outstanding balance repayments will be subject to a € 25 administration fee. These administration costs will also be withheld in the event that the contract is terminated.
  18. In the event of a charge back by a credit card company (or similar action by another payment provider or under a different payment method allowed by us) in connection with the Client’s payment of fees for any Service(s), the Client agrees that we may suspend access to any and all accounts the Client has with Openprovider and that all rights to and interest in and use of any domain name registration(s) services, website hosting, and/or email services, including all data hosted on our systems shall be assumed by us in satisfaction of any indebtedness by the Client to us. We will reinstate the Client’s rights to and control over these Services solely at our discretion, and subject to our receipt of the unpaid fee(s) and our reinstatement fee.

Article 13. Liability

  1. Openprovider’s liability for direct damages/losses incurred by the Client as a result of a culpable shortcoming in Openprovider’s performance of its obligations under this Agreement, which also expressly includes any shortcoming in fulfilling a guarantee commitment agreed with the Client, or an unlawful act on the part of Openprovider, its employees or third parties engaged by Openprovider, is limited to a sum equal to the payments the Client is obliged to make under this Agreement each year (excluding VAT) for each event or series of related events. Under no circumstances however will the total compensation to be paid for any direct damages/losses exceed a sum of € 10,000 (not including VAT).
  2. Openprovider’s liability for indirect loss or damage, including consequential losses, punitive damages, loss of profit, lost savings, mutilation or loss of data, business or otherwise, and losses due to business stagnation is excluded.
  3. Except for the cases referred to in Article 13, paragraphs 1 and 2, Openprovider will not be held liable to pay compensation for damage/loss whatsoever, regardless of the grounds on which an action for compensation might be based.
  4. Openprovider’s liability for an attributable failure to perform the Agreement will only arise if the Client gives Openprovider proper notice of default in writing without delay and provides a reasonable period to remedy its failure, and Openprovider does not resolve this attributable failure to perform its obligations after that period. The notice of default should contain a description of the failure in as much detail as possible to enable Openprovider to respond adequately.
  5. The Client may not invoke Section 6:271 of the Dutch Civil Code.
  6. Openprovider can not be held liable for damage caused by force majeure event, (Article 14).
  7. Any right to claim compensation will at all times be subject to the condition that the Client notifies Openprovider of the damage or loss in writing by means of a registered letter within 30 days after it has arisen.
  8. The Client indemnifies Openprovider against all third-party claims on account of liability resulting from the failure of a Service provided by the Client to a third party and which consisted in part of items, materials or results supplied by Openprovider.
  9. The export of Services by the Client or one of the Client’s customers may be subject to export regulations, such as regulations relating to the export of cryptographic products. The Client indemnifies Openprovider against any third-party claims, including government measures, relating to violations of applicable export regulations that can be attributed to the Client or its customers. The aforementioned does not apply to services exported by Openprovider. In such cases, Openprovider will be responsible for all such claims.
  10. The Client is fully responsible for all domain renewals. The Client is also responsible for monitoring and maintaining its Openprovider account balance. Openprovider is not liable for the consequences of any bank balance deficits. If the domain is not renewed on time, or cannot be renewed on time due to a balance deficit on Openprovider’s account, the registration will be terminated.

Article 14. Failures and force majeure

  1. Openprovider is entitled to temporarily close down its systems, including the Website, either fully or partially, for the purpose of maintenance, adjustments or improvements. Openprovider will endeavour to ensure that any such closure or adjustments only take place outside office hours as far as possible, and will undertake to inform the Client in good time of the scheduling thereof. However, Openprovider is never liable for damages arising from such closure or adjustments.
  2. Openprovider has the right to adapt its systems, including the Website, in its entirety or in part, from time to time in order to improve its functionality and/or to correct errors. If an adjustment causes a considerable change in functionality, Openprovider will undertake to inform the Client thereof. In the event of modifications that are relevant to multiple clients, it is not possible to waive a specific modification for the exclusive benefit of the Client. Openprovider is not liable for any compensation of damages resulting from such a modification.
  3. In the event of unavailability of the Service due to disruptions, maintenance or other causes, Openprovider will make every effort to inform the Client of the nature and expected duration of the interruption, however shall never be liable for the duration when services are not available to the Client.
  4. In the event of force majeure, which in any case will be understood to refer to disruptions or failure of the Internet or the telecommunications infrastructure, SYN floods, network attacks, DoS or DDoS attacks, power failures, domestic unrest, mobilisation, war, traffic congestion, strikes, injunctions, business interruptions, stagnation in supply, fire, flooding and impediments to import and export, and in the event that Openprovider, through non-performance by parties on which its own service provision depends, regardless of the reason, cannot reasonably be expected to fulfil the Agreement, the Agreement will be suspended, or terminated when the situation involving force majeure has lasted for more than thirty days, without any obligation to pay damages.

Article 15. Amending the General Terms and Conditions

  1. Openprovider reserves the right to change or supplement these Terms and Conditions.
  2. Amendments also apply to agreements already concluded with due observance of a term of 30 days following publication of the amendment on the Website or by electronic communication. Minor changes can be implemented at any time.
  3. In the event the Client does not wish to accept an amendment to these Terms and Conditions, it may terminate the Agreement up to the date on which the new conditions take effect. If, as a result of such a change to this Terms and Conditions, Client no longer agrees with these Terms and Conditions, Client agrees that Clients exclusive remedy is to transfer their domain name registration services to another registrar or request Openprovider to cancel the domain name registrations and/or related Services.
  4. The Client undertakes to review these Terms and Conditions periodically to make themselves aware of any revisions. Once any revision is made to these Terms and Conditions, the Client’s continuous use of Openprovider’s services indicates their consent to the changes.

Article 16. Service of complaints or notices to Openprovider's Grievance Officer in India

  1. If you intend to serve any complaints or notices in proceedings against Openprovider within the jurisdiction of India, you are hereby directed to utilize the following point of contact:

    Openprovider
    Attention: Robert Aguilar
    Spaces Business Centre
    Hofplein 20
    3032 AC Rotterdam,
    Netherlands
    Email: grievance-officer@openprovider.in
  2. All emails sent to the aforementioned address that concern the blocking or suspension of a domain name should include the keyword “TAKEDOWN” to ensure the prompt and correct handling of your issue.
  3. Openprovider encourages you to use the standard method provided to report what you believe is abusive or violates any of your rights, if you are not serving any summons or notices in proceedings.

Article 17. Service(s) provided at will, termination of service(s) and reinstatement fees

  1. The agreement applies to each individual service, and cancelling a domain name will result in the termination of the Registration Agreement solely related to the domain name in question.
  2. The Client agrees that if we terminate or suspend the Services provided to you under this Agreement, that we may then, at our option, make either ourselves or a third party the beneficiary of Services which are substantially similar to those which were previously provided to the Client and that any reference in this Agreement to termination or suspension of the Services to the Client includes this option.
  3. The Client agrees that, If we have grounds to terminate or suspend Service(s) with respect to one domain name or in relation to other Service(s) provided through the Client’s account, we may terminate or suspend all Service(s) provided through the Client’s account, including Service(s) to other domain names maintained by the Client with us. No fee refund will be made when there is a suspension or termination of Service(s) for cause.
  4. Registry / ICANN Rights. The Client further acknowledges and agrees that the Client’s registration of a domain name is subject to suspension, cancellation, redirect or transfer by any ICANN procedure, registrar, and/or registry decision or policy, in each party’s sole and unlimited discretion. This includes the right to: 1) deny, cancel, redirect or transfer any registration or transaction; 2) place any domain name(s) on registry lock, hold or similar status, as it deems necessary; 3) to correct mistakes by Us, another registrar or the registry administrator in administering the domain name; 4) to comply with specifications adopted by any industry group generally recognized as authoritative with respect to the Internet (e.g., RFCs); 5) to protect against imminent and substantial threats to the security and stability of the registry TLD, System, registry nameserver operations or the internet; 6) to ensure compliance with applicable law, government rules or regulations, or pursuant to any legal order or subpoena of any government, administrative or governmental authority, or court of competent jurisdiction; 7) for the resolution of disputes concerning the domain name; and/or 8) to stop or prevent any violations of any terms and conditions of this Agreement, the operational requirements of Us or a registry, or pursuant to a Registry Agreement with ICANN.
  5. The Client agrees that your failure to comply completely with the terms and conditions of this agreement and any Openprovider rule or policy may be considered by Openprovider to be a material breach of this agreement.
  6. The Client agrees that Openprovider and/or an applicable registry may, in its sole discretion and without liability to the Client, refuse to accept the registration of any domain name and/or may delete the registration of any domain name during the first five (5) days after registration has taken place.
  7. Domain Reinstatement Fees. The Client understands and agrees that Openprovider and/or registries may charge fees related to reinstating a domain, including reinstatement after failure to renew or suspension. In order to effect a reinstatement request by the Client, the Client agree to pay fees charged by a registry related to such reinstatement and reasonable fees that may be charged by Openprovider. NOTE: Not all registries list their applicable fees for domain reinstatement within their domain registration agreements and/or terms of service. Nonetheless, the Client acknowledges and agrees to pay registry fees, as determined in their sole discretion, in order to reinstate a domain. The Client further acknowledges that Openprovider has no control over a registry’s determination of fees.

Article 18. Your obligations related to sensitive data including  health and/or financial data

  1. The Client agrees that if the Client collects and/or maintains sensitive health and/or financial data etc, the Client will comply with all applicable laws on the provision of such services, including security measures applicable to that sector.

Article 19. Client’s obligation in selection and rights in use of domain name

  1. Without limitation, the following are not included in the Services: Openprovider cannot and does not check to see whether the domain name(s) the Client selects, or the use infringes legal rights of others. It is the Client’s responsibility to know whether or not the domain name(s) the Client selects, or use infringes legal rights of others. 
  2. In the event, Openprovider is ordered/directed  by a court to cancel, block/suspend, modify, or transfer the Client’s domain name, then Openprovider shall be bound by such court order and shall  not be held liable in any manner whatsoever by the Client; In case you as Client want to contest the court order, you must do so at your own risk and consequences .

Article 20. Threatened legal action(s)

  1. If Openprovider is sued or threatened with a lawsuit, an administrative proceeding or any other legal or administrative proceeding in connection with Service(s) provided to the Client, Openprovider may ask  the Client to indemnify Openprovider and to hold Openprovider, its directors, representatives, employees and agents harmless from the claims and expenses (including attorney's fees and court costs) in relation to claims attributable to the Client.

Article 21. Expiration and renewal of service(s) and notifications of expiration

  1. The Client acknowledges that it is the Client’s responsibility to keep their own records and to maintain their own reminders regarding when their domain name registration or other Services are set to expire. However, ICANN requires, pursuant to its Expired Registration Recovery Policy (“ERRP”) that Openprovider follows certain procedures to notify the Client in advance that renewal fees are due.
  2. Pursuant to the ERRP, Openprovider will notify the registered name holder of the expiring domain name twice before the expiration date, once approximately one month before the subject domain’s expiration date and again approximately one week before the subject domain’s expiration date.
  3. Openprovider’s renewal reminder will consist of an email message sent to the registered domain holder’s email address as it is listed in the expiring domain’s record with Openprovider. It is clarified that expiration date in the system of Openprovider will be leading and not the expiration date at the registry.
  4. Further, Openprovider reserves the option, but not the obligation, to send additional renewal reminder notices to any other email addresses associated with the expiring domain, including, but not limited to, the email address of the expiring domain’s account holder or the billing contact of the expiring domain’s whois record. 
  5. Openprovider also reserves the option, but not the obligation, to send additional renewal reminders at times other than the times required by the ERRP. Should the renewal fees go unpaid, the Client’s Services will expire, terminate or be cancelled. 
  6. If the Client selects automatic renewal of the Service(s), then the rules stated in the Section on Duration and End shall apply. 
  7. The Client acknowledges and agrees that, while Openprovider is not required to, Openprovider may contact the Client with a request to update account information in the event that an attempted transaction is not processed successfully. 
  8. The Client acknowledges that it is their responsibility to keep their billing information up to date.

Article 22. Data Modification or Deletion

  1. If the Client makes a request to delete their personal data and that data is necessary for the products or services they have purchased, the request will be honored only to the extent it is no longer necessary for any Services purchased or required for  legitimate business purposes of Openprovider or legal or contractual record keeping requirements.
  2. In some cases, when data is necessary for the provisioning of Service, deletion of data may cancel or suspend the Services that the Client has  purchased. For any modification or deletion in case of difficulty at your end, you may contact Openprovider. 

Article 23. Obligations and representations relating to the account and whois contact information

  1. Registering a domain for a third party. In the event that, in registering a domain name or obtaining other Service(s), you provide information about or on behalf of a third party, you represent that you (a) are authorized by the individual(s) to act as an agent on their behalf for this purpose; (b) have provided notice to that third party of the disclosure and use of that party's information as set forth in this Agreement, and (c) that you have obtained the third party's express consent to the disclosure and use of that party's information as set forth in this Agreement. For clarity, this includes all third parties who are listed in Whois as Registrant, Administrative and/or Technical contacts. And, it includes where a Registrant lists third parties as Administrative and/or Technical contacts.
  2. Further, when registering a domain name on behalf of a third party, you agree to inform any customer of yours, who may be acquiring a domain name through you using Openprovider's registration services, that they are in fact registering their domain name through Openprovider and that Openprovider or its provider is an accredited registrar with ICANN. You agree not to represent that you are an ICANN accredited registrar or that you are in any way providing superior access to the ICANN Domain Name Registry. You also agree not to use the ICANN trademark logo in any of your promotional materials including your web site.
  3. By registering a domain name or applying for other Service(s) you also represent that the statements in your application are true and you also represent that the domain name is not being registered or the Services being procured for any unlawful purpose. You acknowledge that providing inaccurate information or failing to update information promptly will constitute a material breach of this Agreement and will be sufficient basis for suspension or termination of Services to you. As indicated elsewhere in this Agreement, you understand that it is important for you to regularly monitor email sent to the email address associated with your account and WHOIS contact information because, among other reasons, if a dispute arises regarding a domain name(s) or other Service(s), you may lose your rights to the domain name(s) or your right to receive the Service(s) if you do not respond appropriately to an email sent in conjunction therewith.
  4. Consent to publicly display WHOIS information: Openprovider, by default, provides privacy protection for the full set of whois information, which includes registrant, administrative and technical contacts. If you manage a domain where there is third party information in whois and/or you are a registrant who has third parties as administrative/technical contacts, you understand and attest that you are authorized by these third parties to provide explicit consent on their behalf. In addition, you acknowledge that when you disable WHOIS privacy service you are providing explicit consent on behalf of all contacts listed in the relevant WHOIS to publicly share their PII. In addition, as it relates to the GDPR, you acknowledge that you are the controller regarding for this action and responsible for all / any related and required consents.

Article 24. Privacy Provisions

  1. You agree and consent that we will make available the domain name registration information you provide or that we otherwise maintain to the following parties: ICANN, the registry administrator(s), and to other third parties as ICANN and applicable laws may require or permit (including through web-based and other on-line WHOIS lookup systems), whether during or after the term of your domain name registration services of the domain name. 
  2. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of such information.
  3. Additionally, you acknowledge that ICANN may establish or modify the guidelines, limits and/or requirements that relate to the amount and type of information that we may or must make available to the public or to private entities, and the manner in which such information is made available. Information regarding ICANN's guidelines and requirements regarding WHOIS can be found at https://www.icann.org/resources/pages/registrars/consensus-policies/wmrp-en, https://www.icann.org/resources/pages/registrars/consensus-policies/wdrp-en, and elsewhere on the ICANN website at https://www.icann.org.
  4. You agree that we may make publicly available, or directly available to third parties, some, or all, of the information you provide, for purposes of inspection (such as through our WHOIS service)  and other purposes as required or permitted by applicable laws. One of the ways that we may make some or all of the information you provide available to the public or third parties is by way of bulk WHOIS data access provided to third parties who enter into a bulk WHOIS data access agreement with us. We reserve the right to discontinue providing bulk WHOIS data access to third parties. You agree that, to the extent permitted by ICANN policies and regulations, Openprovider may make use of the publicly available information you provided during the registration process. If you engage in the reselling of domain names you agree to provide any individuals whose personal information you've obtained, information about the possible uses of their personal information pursuant to ICANN policy. You also agree to obtain consent, and evidence of consent, from those individuals for such use of the personal information they provide.

Article 25. Intellectual Property Rights

  1. The Client agrees and acknowledges that the Client has no right, title of interest in the database, compilation of the Openprovider database and/or all rights in the algorithm, information, data, functionality and the Services provided by Openprovider (whether registrable as intellectual property rights including copyright, patents, trade marks, designs or protectable as trade secrets) shall be the intellectual property of Openprovider. 
  2. Openprovider does not have any ownership interest in the Personal Identifiable Information of the Client.  

Article 26. Limitation of Liability

  1. You agree that we will not be liable for any
  2. (1) suspension or loss of the service(s), including, without limitation, domain name registration services,
  3. (2) use of the service(s), including, without limitation domain name registration services,
  4. (3) interruption of our services or interruption of your business,
  5. (4) access delays or access interruptions to our web site(s) or service(s) or delays or access interruptions you experience in relation to a domain name registered with us;
  6. (5) loss or liability resulting from acts of or events beyond our control
  7. (6) data non-delivery, mis-delivery, corruption, destruction or other modification;
  8. (7) the processing of an application for a domain name registration;
  9. (8) loss or liability resulting from the unauthorized use or misuse of your account identifier or password; or
  10. (9) application of the dispute policy. you also agree that we will not be liable for any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages. 
  11. In no event shall our maximum aggregate liability exceed the total amount paid by you for registration of the domain name. because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our and/or your primary service provider's liability shall be limited to the maximum extent permitted by law.

Article 27. Indemnity and defense

  1. With respect to ICANN, the registry operators, and Openprovider, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties, you agree to defend, release, indemnify, and hold such parties harmless from all liabilities, claims and expenses, including attorney's fees and court costs, for third party claims relating to or arising under this Agreement, the Service(s) provided hereunder, or your use of the Service(s), including, without limitation, infringement by you, or by anyone else using the Service(s) we provide to you, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policies relating to the Service(s) provided.
  2. When we may be involved in a suit involving a third party and which is related to our Service(s) to you under this Agreement, we may seek written assurances from you in which you promise to defend, indemnify and hold us harmless from the costs and liabilities described in this paragraph. Such written assurances may include, in our sole discretion, the posting of a performance bond(s) or other guarantees reasonably calculated to guarantee payment. Your failure to provide such assurances may be considered by us to be a breach of this Agreement by you and may, in our sole discretion, result in loss of your right to control the disposition of domain name services for which you are the registrant and in relation to which we are the registrar of record. Moreover, should we be forced to defend ourselves in any action or legal proceeding in connection with any Service(s) provided to you, you shall have sole responsibility to defend us against any such claim by the legal counsel of our choosing. This indemnification is in addition to any indemnification required under the UDRP. The terms of this paragraph will survive any termination or cancellation of this Agreement.

Article 28. Indemnification of registry operators

  1. You further agree to indemnify, defend and hold harmless all applicable registry administrator(s) (including Verisign Inc., Neulevel, Inc., Public Interest Registry, Afilias Limited, and other registry operators listed at http://www.icann.org/registries/listing.html) and all such parties' directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including any direct, indirect, incidental, special or consequential damages and reasonable legal fees and expenses) arising out of, or related to, the domain name registration services you are obtaining from us. 
  2. You acknowledge and agree that this clause survives the termination or expiration of this Registration Agreement.

Article 29. Notices

  1. You agree that any notices required to be given under this Agreement by us to you will be deemed to have been given if delivered in accordance with the Account and/or email address provided by you in the WHOIS information.

Article 30. No Agency Relationship

  1. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties hereto. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.

Article 31. Waiver

  1. The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

Article 32. Eligibility & Authority

  1. Our site and Services are available only to users who can form legally binding contracts under applicable law. 
  2. By using this site and/or the Services, you represent and warrant that you are at least eighteen (18) years of age and not a person barred from purchasing or receiving the Services under law. 
  3. If you are entering this Agreement on behalf of a corporate entity, you represent and warrant that you have legal authority to bind such corporate entity to the terms and conditions contained in this Agreement (and those additional agreements and policies incorporated by reference), in which case “You”, “Your” will also refer to such corporate entity. 
  4. If, after acceptance of this Agreement, We find that you do not have the legal authority to bind said corporate entity, you will be personally responsible for the obligations contained in this Agreement and any/all related agreements that you enter into based on the Services your use, including but not limited to the payment obligations. 
  5. Openprovider shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication reasonably believed by us to be genuine and originating from an authorized representative of your corporate entity. 
  6. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, we reserve the right (but undertake no duty) to require additional authentication from you. 
  7. You further agree to be bound by the terms of this Agreement, and any other agreement and/or policies required by the Services purchased, for transactions entered into by You, anyone acting as Your agent and anyone who uses Your account or the Services, whether or not authorized by You.

Article 33. Special conditions for Clients availing .it.com domains

  1. Clients who are availing any Services from Openprovider with respect to any .it.com domains and any other domains that may be subsequently notified by Openprovider to the Client, are hereby notified and do acknowledge that Openprovider has entered into this agreement (“UK Intis Agreement”) with UK Intis Telecom Ltd. which provides these domains. Client acknowledges that Openprovider is bound by the UK Intis Agreement and that the Client’s rights and liabilities against Openprovider and UK Intis Telecom Ltd. are subject to the UK Intis Agreement. Insofar as the rules of imperative law or the stipulations of the dispute procedures mentioned in the previous articles do not dictate otherwise, any disputes that may arise as a result of the Agreement shall be submitted to the competent Dutch court in Rotterdam.

Article 34. Final Provisions

  1. This Agreement is governed by Dutch law.
  2. Insofar as the rules of imperative law or the stipulations of the dispute procedures mentioned in the previous articles do not dictate otherwise, any disputes that may arise as a result of the Agreement shall be submitted to the competent Dutch court in Rotterdam.
  3. If any provisions in the Agreement are declared null and void, this will not affect the validity of the entire Agreement. In such case, for the purpose of replacing any such provisions the parties will stipulate a new provision or new provisions reflecting the purport of the original Agreement and the General Terms and Conditions as far as legally possible.
  4. These General Terms and Conditions and the ensuing obligations apply, mutatis mutandis, to any agreements between the Reseller and its customers.
  5. The term “written” in these conditions also includes email and communication by fax, provided that the identity and integrity of the email or fax message have been sufficiently established.
  6. All versions of communications, measurements (including, but not limited to data traffic) and monitoring conducted by Openprovider that have been received or stored by Openprovider apply as authentic, barring evidence to the contrary provided by the Client.
  7. The parties will at all times inform each other immediately of any relevant changes in name, postal address, email address, telephone number and, if requested, bank account numbers.

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