Those General Terms and Conditions, and where applicable the Specific Terms and Conditions, shall be interpreted and applied as a single instrument (the "Contractual Terms" or the "Agreement"). The Agreement between NXTHOST and the Customer sets forth the legal rights and obligations governing NXTHOST offerings, provisioning and delivery of the Services and the Customer's receipt and use thereof.
The Agreement in its entirety shall consist of: these General Terms and Conditions (as defined hereafter), the Order Form, each applicable Specific Terms and Conditions, Policies and where applicable the Service Level Agreement.
: any natural or legal person who creates an account on the NXTHOST
Website or places an order for a Service and or more generally, who
uses a Service. The Customer shall be the sole holder of the account
they create. Any order placed by the representative of a natural or
legal person will be deemed to have been placed by such natural or
legal person themselves and as such they shall assume sole
responsibility for such an order.
: user account created by the Customer on the NXTHOST Website which
allows them to place orders for and manage Services.
(or Data): any information, data, text, software, song, sound, picture,
video in any format, distributed by any means and more specifically by
- NXTHOST : The Romanian company which details are the following:
Company Name: NXTSERVERS SRL
Adress: Turturelelor 52, 2nd floor, Bucharest, Romania
Trade Register Number: J40/3382/2015
: the website is reachable at www.nxthost.com.
General Terms and Conditions
: the terms and conditions set forth hereby and applicable to any
Service provided by or via NXTHOST.
ICANN or Internet Corporation for Assigned Names and Numbers
: entity responsible for the coordination of the global Internet's
systems of unique names and numbers.
: definitive receipt in the NXTHOST's bank account of all the sums due
by the Customer for the provision and/or use of one or more Service.
: natural or legal person using the Service ordered by the Customer.
: the party to which NXTHOST will communicate the Customer's order
within the scope of the Service provision.
Service or Services
: any service referenced in NXTHOST's offerings and provided to the
Customer by or via NXTHOST.
Specific Terms and Conditions
: terms and conditions additional to these General Terms and Conditions
which apply to specific services ordered and/or used by the Customer.
- Working Day : a normal workday within the meaning of Romanian civil law, exclusive of weekends and legal holidays.
2.1. The purpose of these General Terms and Conditions is to set forth the conditions under which NXTHOST will offer the Services referenced on the NXTHOST Website to the Customer.
2.2. The Customer expressly acknowledges having read, understood and agreed to the Contractual Terms. By using the NXTHOST Website and submitting an order, the Customer unconditionally accepts the entirety of the Contractual Terms. The General Terms and Conditions, Specific Terms and Conditions, Policies and all annexes thereto, shall remain in effect for the entire term of the contractual relationship and any subsequent related issues.
2.3. The General Terms and Conditions will remain in effect without regard to the cancellation or addition of one or several Service(s) resulting from the expiration or termination of any Specific Terms and Conditions or the coming into force of new Specific Terms and Conditions. The introduction of new Specific Terms and Conditions will not affect other Specific Terms applicable to other Services. The termination of the General Terms and Conditions will entail the termination of the entire Agreement.
2.4. It shall be the Customer's sole obligation to obtain all necessary computer and telecommunication equipment required to use the Service. The costs associated with the acquisition, renting, use and maintenance of such equipment shall be entirely borne by the Customer, and NXTHOST makes no warranty regarding the compatibility of such equipment with the Service ordered by the Customer.
3. Formation of the agreement
3.1. Order form
Any request for service from the Customer must be submitted to NXTHOST via an online order form and pursuant to the terms and conditions hereafter (the "Order Form").
In application of article 2 hereof, the submission of an Order Form to NXTHOST constitutes the Customer's unconditional acceptance of the entire General Terms and Conditions, Specific Terms and Conditions as well as the prior acceptance of all Policies, legal, administrative and technical rules and regulations relevant to the Service ordered.
3.2. Agreement conclusion
The order placed by the Customer, who declares having full legal capacity to enter into this agreement, shall only constitute a definitive order upon payment in full of all required fees as detailed on the NXTHOST Website.
Except insofar as NXTHOST declines the Customer's order for reasons specified hereof or for any other cause deemed reasonable by NXTHOST, the Customer shall receive an order receipt via email within twenty four (24) hours following the order placement. In application of article 4 hereof entitled "Customer Information and Acceptance"; this order receipt shall be deemed as implicitly received by the Customer.
With regard to any territoriality issue that may arise hereunder, the Agreement between NXTHOST and the Customer shall be deemed to have been concluded at the NXTHOST registered office, in Bucharest, Romanian. This shall be the place where the offer acceptation is received and the Service provided.
NXTHOST expressly reiterates that for the purpose hereunder, the Customer is the natural or legal person in whose name the Customer Account is registered. Any order placed via the Customer Account will be invoiced to the holder of such Customer Account. If the Customer is acting on behalf of a Principal, the Customer remains nonetheless the sole party responsible for such Principal compliance with the Contractual Terms as well as for the payment of any invoice pertaining to any order the Customer may have placed.
4. Customer information and acceptance
4.1. By submitting an Order Form, the Customer acknowledges having verified the suitability of the Service to their need and having received all advice and information from NXTHOST to make an informed decision.
4.2. When placing their first order the Customer must create a Customer Account on the NXTHOST Website and provide certain details allowing them to be identified, such as: their name, email address, postal address and a phone number where the Customer is reachable (the "Customer Details"). The Customer undertakes in this respect to provide valid, accurate and complete details and to keep them up-to-date at all times.
4.3. In this regard, the Customer is informed that, to be allowed to use their Customer Account, all or part of the Customer Details will have to be validated. NXTHOST shall proceed to the validation of the Customer Details by any means NXTHOST sees fit and each time NXTHOST will deem it necessary (the "Validation").
4.4. The Customer agrees that regular communication with NXTHOST is essential to the Customer's proper use, including a passive use of the Services. Accordingly, the Customer must regularly and not less than once per month visit the NXTHOST Website and more specifically log in under their NXTHOST Account to take cognisance of its status and read any message NXTHOST may have left. Any message posted in the Customer Account to which the Customer fails to reply within one (1) month following its posting shall be deemed to have been read and accepted by the Customer in regard to any possible subsequent effect.
4.5. By accepting the General Terms and Conditions, the Customer agrees that all emails sent to the Customer by NXTHOST will be deemed to have been received and read, immediately upon error-free transmission of such emails to the address provided by the Customer for the Customer Details.
5.1. Access to the Customer Account is protected by an authentication system based on a login and password that the Customer has received when creating their Customer Account (the "Credentials"). Any access to and use of the Customer Account will require the entry of the Credentials.
The customer can change the given login and password with preferential ones and they will constitute the new Credentials.
5.2. The Credentials are personal and confidential and as such, the Customer shall never disclose them to a third party. In case of theft or loss of the Credentials or if the Customer has reason to believe that their Credentials have been disclosed to a third party, the Customer must modify them without delay.
5.3. The Customer is expressly advised that they shall bear sole responsibility for the storing and retention of their Credentials.
5.4. Any order received by NXTHOST and placed via the Customer Account will be deemed to have been submitted by the Customer. NXTHOST will in no event be held responsible for the consequences of any fraudulent use of the Credentials.
6. Term and renewal of the Services
6.1. Each Service for which payment has been duly received by NXTHOST will be provided to the Customer for the term selected by the Customer in their Order Form. Any Service not renewed before the end of its term will be automatically cancelled pursuant to the terms applicable to such Service.
6.2. Notwithstanding the aforementioned, in order to avoid involuntary Service terminations, NXTHOST allows the Customer to activate in their Customer Account an automated renewal option for each Service they have subscribed to.
If this option is activated, NXTHOST will attempt to initiate the renewal of the applicable Service before its expiration date and for the term selected by the Customer, or failing that, for the minimum term allowed for each Service. This automated renewal functionality is however dependent on the association of a valid Method of Payment (as set specified in the Financial Information Annex) with the Customer Account prior to the day of the renewal attempt.
The Customer understands and accepts that the fees applicable to the Service on the date of the automated renewal may differ from those of the Customer's initial order. It is the Customer's sole obligation to regularly visit the NXTHOST Website to take cognisance of any fee evolution and to activate or deactivate the automated renewal option for each of their Service subscriptions. The Customer will be deemed to have accepted the fee modification if this option is not deactivated on the day of the automated renewal attempt. In the event the Payment Method registered in the Customer Account will not allow automated renewal to proceed, NXTHOST will inform the Customer by email that they must instigate a manual renewal of their Service subscription.
The Customer acknowledges and accepts that they bear sole responsibility for the association of a valid Method of Payment with their Customer Account and that NXTHOST cannot be held responsible for the lack of such an association.
6.3. Notwithstanding the aforementioned, the Customer shall be able to renew the term of each of the Services they have subscribed to by manually submitting an Order Form for their renewal via the Customer Account.
6.4. In any event, NXTHOST shall notify the Customer several times of the expiration of their Service subscriptions by sending emails to the email address registered as part of the Customer Details. NXTHOST cannot be held responsible in the event the Customer fails to proceed to the renewal of their Service or in the event that the Customer Details are or have become inaccurate and the Customer does not receive NXTHOST expiration notices. The Customer will bear sole responsibility for the renewal of their Service subscription(s).
7. NXTHOST rights and obligations
7.1. NXTHOST retains the right to modify the Contractual Terms at any time. In this case, NXTHOST shall inform the Customer of such modifications via the NXTHOST Website or by displaying a message in the Customer Account. If the Customer disagrees with any fundamental modification to the Contractual Terms, the Customer may terminate the Agreement within a month following the displaying of the message announcing the fundamental modification. Any termination based on these grounds shall be operated in accordance with the terms of article 14 hereof. The Customer acknowledges and agrees that by using the Services after the one month delay has lapsed; the Customer accepts and undertakes to abide by the amended Contractual Terms.
7.2. NXTHOST also retains the right to reduce or expand its offered Services. NXTHOST shall inform the Customer of any such offering modification via the NXTHOST Website or by displaying a message in the Customer Account and/or by sending an email to the email address registered as part of the Customer Details. Thus NXTHOST retains the right to discontinue or suspend the provision of any Service at any time. The refund terms specified in article 9.6 hereof shall apply in such a case.
7.3. NXTHOST also retains the right to modify the Services' applicable fees, to take into account for example but not limited to, any price modifications imposed by the Providers, any currency exchange rate evolution or any additional tax levies. It is the Customer's sole obligation to remain informed of any Service fee evolution by regularly visiting the NXTHOST Website.
7.4. Lastly, NXTHOST retains the right to decline any Order Form on which objects appear as blatantly defamatory, contrary to morals and public order or infringing upon any provision of the Contractual Terms, in particular those of article 10.3 hereof.
Notwithstanding the foregoing, NXTHOST has no obligation to monitor and control the content of the Customer Order Form and furthermore is in no position to assess the consequences of the customisation of the Service with regards to specific national statutes, Policies and more generally with regards to any applicable regulation. Additionally, NXTHOST has no means to know in advance which kind of use the Customer intends to make of the Service. Therefore NXTHOST cannot be held responsible for the use of the Service by the Customer and its possible consequences. In particular, NXTHOST does not warrant that the customisation of the Service made by the Customer - for example the choice of the Domain Name or the displaying of the Content on the Customer's website - will not infringe upon the rights of third parties.
7.5. NXTHOST undertakes to ensure its best efforts to transmit, within a timely manner, to the applicable Provider any Service request embodied in an Order Form submitted by the Customer pursuant to the terms and conditions hereof. The Customer acknowledges and accepts that NXTHOST disclaims all express and implied warranties regarding the successful conclusion of the Customer order. In the event the Provider denies or is unable to execute the Customer's order, NXTHOST will inform the Customer of this denial or inability without delay. NXTHOST will, in no event, be held responsible for any direct or indirect consequences that such denial or inability from the Provider may have for the Customer. In the event the Order Form is accepted by the Provider NXTHOST will confirm the treatment of the Customer's order via email.
8.1. The up-to-date and in effect prices are those displayed on the NXTHOST Website. The prices may be modified pursuant to the terms of article 7.3 hereof. Unless otherwise expressly provided, the prices are in euros, and exclusive of all taxes which shall be paid by the Customer. Payments under the Agreement shall be made at NXTHOST registered office and in euros (EUR). Any additional fee attached to a payment to NXTHOST will be borne by the Customer. The net amount received by NXTHOST must be strictly equal to the amount due by the Customer.
8.2. The main fees for NXTHOST Services shall always be displayed on the NXTHOST Website. However, NXTHOST retains the right to invoice handling fees if the Customer's order incurs an additional workload. Such handling services will be invoiced on an hourly rate of thirty euros (€30) exclusive of tax.
9.1. Unless expressly agreed by NXTHOST, orders under the Agreement shall be immediately payable and executed online via the NXTHOST Website by using one of the Method of Payments accepted by NXTHOST as defined in the annex entitled "Financial Information". NXTHOST will only activate the Services in the Customer Account once full payment for the order has been received.
9.2. Under certain circumstances and at NXTHOST' sole and entire discretion, NXTHOST may accept a differed payment. In the event the Customer is allowed to benefit from this deferred payment facility, the Customer undertakes to abide by the specific terms of payment specified on the applicable invoice.
9.3. The Customer agrees that any invoice for the Services shall be sent electronically to the Customer via the email address registered as part of the Customer Details. The Customer may nevertheless request the NXTHOST Customer Care department be provided with a printed invoice. In such cases the Customer will be charged an administrative fee for this service. Considering the email address registered as part as the Customer Details must be valid, accurate and its content checked on a daily basis, no claim may be lodged against NXTHOST in case any of the invoices sent to this email address are not received by the Customer. Furthermore, the Customer is informed that all invoices issued by NXTHOST for the Services and their payment status are available in the Customer Account.
9.4. Any invoice or amount not paid upon falling due will be automatically subject without formal notice to account suspension until such time as the outstanding amount is paid in full NXTHOST also retains the right to deny the Customer any requests for services if the Customer is in debt to NXTHOST for any reason whatsoever.
The Customer acknowledges and accepts that any invoice remaining unpaid after a period of thirty (30) days following its issuing date will automatically lead to the cancellation of the related Service(s). Consequently, such Service will become unavailable without possibility of reactivation and any data and content related thereto will be deleted.
For the avoidance of doubt it is expressly stated here that the cancellation of a Service does not release the Customer from their obligation to pay all applicable fees owed for the provision of such Service.
Notwithstanding the foregoing and as far as possible, the Customer may, providing all outstanding invoices and interest charges as set forth in article 9.4 hereof have been paid, request the reactivation of the Service(s). All administrative, technical and other costs arising from the deactivation and reactivation of the Service(s) shall be borne by the Customer.
By accepting these General Terms and Conditions and submitting a request for a refund (the "Refund"), the Customer expressly agrees to the following Refund terms.
In the event the Customer could not be provided with the Service they ordered, NXTHOST will refund the amount paid by the Customer to their Credit Account. The Customer will then be entitled to request a refund in cash.
The Refund will only be granted after all outstanding NXTHOST invoices have been paid and will always be operated using the same Method of Payment which was used by the Customer to place the related order. Lastly and without regards to the Method of Payment used to proceed to the Refund, NXTHOST will be entitled to charge the Customer an administrative fee amounting to five percent (10%) of the amount to be refunded with a minimum of ten euros (€10).
10. Customer acknowledgments and covenants
10.1. Third party rights
When placing their order for the Service as well as while using the Service, the Customer expressly undertakes not to infringe on the rights of any third party. Consequently, the Customer will be solely responsible for the customisation of the Service and its use and will bear sole responsibility for any incidental infringements of personality rights, intellectual property rights and more generally, any prior rights.
It shall be the Customers' sole responsibility to conduct all necessary searches for precedence of distinctive marks and more generally to ensure that their intended customisation and/or use of the Service will not infringe on any third party's rights.
10.3. Compliance with legal and regulatory provisions
The Customer commits to take all necessary action to ensure that their customisation and use of the Service they order from NXTHOST don't breach any legal or regulatory provisions, including especially those pertaining to public order, public security and public decency, currently enforceable in Romanian and elsewhere. In application of article 11 hereof, the Customer will bear sole responsibility for breach of any legal or regulatory provisions.
Additionally, the Customer will refrain from disguising and/or falsifying their identity when using the Service. The Customer will also refrain from directly or indirectly spreading computer software that may damage the computer equipment of its recipient(s).
More generally, the Customer will abide by any legal and regulatory provisions applicable to them and/or their use of the Service.
If NXTHOST has reasonable grounds to believe that the Customer is in breach of any of the terms set forth by this article 10, NXTHOST shall send the Customer a written notice, by email or post using the Customer Details, requesting that they remedy said breach. In case the Customer fails to remedy the breach within five (5) days, NXTHOST will be entitled to suspend all the Services to the Customer. In such case, the Customer will not be entitled to any refund.
10.4. Customer's liability
10.4.1. The Customer acknowledges and accepts the risks associated with the use of the Internet as a means of communication as well those associated with the storage of Data on a server connected to the Internet.
10.4.2. The Customer will be solely responsible and liable for the Content they make available to the public and more generally for the Content they distribute. The Customer's liability shall include all claims, actions, proceedings, losses, liabilities, damages, costs, expenses howsoever suffered or incurred by NXTHOST due to the Customer's use of the Service.
10.4.3. The Customer shall equip himself with the necessary protection system to protect their computer equipment against third party intrusion and malicious software vulnerability. The Customer will bear sole responsibility for any damages or loss of the Content as well as any direct or indirect consequences thereof (such as a loss of chance, business, income, revenue or profits).
11. Limitation of liability
11.1. NXTHOST shall not be held liable for the Service failure to meet the Customer's specific needs.
It is the Customer's duty to ensure that the Service meets their specific needs prior to submitting their order by reading NXTHOST' offering details on the NXTHOST Website and requesting further details from the NXTHOST technical department. Acceptance of those General Terms and Conditions implies an adequate knowledge of the Service's nature and scope. Unless expressly stated otherwise, NXTHOST is only bound by a best-efforts obligation when providing Services.
11.2. NXTHOST shall not be held liable for any delay or failure to provide the Service, where such delay or failure result from, among other causes, a power failure, telecommunication failure, failure from the Internet itself and more generally from any event on which NXTHOST does not have exclusive control, including expressly any delay or failure from a Provider.
11.3. NXTHOST will not be held liable for any of the Customer's actions breaching the rules set forth by article 10 of those General Terms and Conditions.
11.4. The Customer commits to abide by all Policies applicable to the Services and further acknowledges that the terms of those Policies may be modified at any time. The Customer understands and accepts that NXTHOST has no control over the terms of the Policies. NXTHOST shall therefore in no event be held liable for any consequences resulting from such modification.
The Customer further acknowledges and accepts that each Provider will accept or refuse to process the Customer's order pursuant to its own terms of service. NXTHOST will not be held liable if the Customer's order is denied by the Provider or if the Service provision is cancelled or suspended for any reason whatsoever, even if the Service appears to be available in the Customer Account and the applicable fee has already been paid by the Customer.
11.5. NXTHOST shall not be responsible for the loss of any documents required by the Providers. The Customer is advised that they should always send certified copies and not original ones.
11.6. NXTHOST shall not be responsible for any technical inaccuracy or typing error in the information displayed on the NXTHOST Website. This information may from time to time be modified. NXTHOST reserves the right to optimise and/or modify the NXTHOST Website at any time. NXTHOST shall not be responsible for any malfunction, interruption or error which may occur during such optimisation / modification.
11.7. Under no circumstances will NXTHOST be held responsible or liable for any loss or damage caused in connection with the use of NXTHOST services that are provided free-of-charge. The Customer shall not be entitled to assert any claim for loss or damage in connection with any malfunction in free-of-charge services, irrespective of the nature of such malfunction or the consequences thereof.
11.8. NXTHOST shall make its best efforts to ensure that the quality of the Services provided by the Providers, NXTHOST' subcontractors and co-contractors, meets acceptable standards. However, NXTHOST shall not be responsible for any loss or damage incurred by the Customer as the result of any service interruption outside NXTHOST' control. NXTHOST shall not be responsible for any malfunction that affects the Internet in general and more specifically those affecting NXTHOST communications with the Providers.
11.9. Notwithstanding additional limitations set forth by the Specific Terms and Conditions, the Customer expressly agrees that NXTHOST's liability will in no event be higher than the amount paid by the Customer during the year preceding the one where an indemnification claim is asserted and within the limit of the amount paid for the Service(s) to which the claim pertains. The limit set by this article applies to each indemnification claim, it being understood that multiple indemnification claims pertaining to the same event shall only be eligible to only one indemnification.
11.10. NXTHOST shall in no event be responsible for any loss or damage of the Customer's Content. The Customer is advised to make regular backups of their Content.
11.11. The Customer will in no event be entitled to any damages or interest for any indirect loss, costs or expense such as a loss of business, loss of turnover, loss of Content or any delay or lack of competitiveness.
11.12. No provision in these General Terms and Conditions shall be interpreted as limiting in any way NXTHOST' liability in case of fraudulent conduct or gross negligence.
The Customer acknowledges that their use of the Service is made under their own and sole responsibility and accepts that NXTHOST and/or its employees shall not be held liable or responsible for such use in any manner whatsoever.
12.1. The Customer, at their own expense, will indemnify, defend and hold harmless NXTHOST and its employees, directors, officers, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against NXTHOST or any affiliate of NXTHOST based on or arising from any claim or alleged claim relating to the use of the Service by the Customer.
12.2. In the event of an indemnified event, NXTHOST will provide the Customer with prompt notice of any such claim, and upon the Customer's written request, NXTHOST will provide to the Customer all available information and assistance reasonably necessary for the Customer to defend such a claim, provided that the Customer reimburses NXTHOST for its actual and reasonable costs. NXTHOST shall have the right to control its defence to any claim or in litigation, through counsel of its choice, whose fees shall be subject to indemnification as provided herein. The Customer will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by NXTHOST in connection with or arising from any such claim, suit, action or proceeding.
13. Confidentiality and personal data protection
13.1. In order to manage, administer and invoice the Services, NXTHOST will register, in its database located in Bucharest, Romanian, certain personal data pertaining to the Customer (the "Personal Data"). The Customer may exercise their right to access, rectify and object to the processing of the Customer Personal Data by contacting NXTHOST via the details specified in article 1 hereof. The Customer expressly understands and agrees that the provision of their Personal Data is mandatory for the proper functioning of the Service. The Customer will be informed that if they object to the processing of their Personal Data, NXTHOST may not be able to abide by its obligations under the Agreement.
NXTHOST undertakes to limit the retention of the Personal Data to the period required for the provision of the Service.
In the event the Customer is acting on behalf of a Principal, the Customer warrants that they have obtained the consent of the Principal for the processing of their Personal Data pursuant to the terms hereof.
13.2. The Customer expressly authorises NXTHOST to process their Personal Data to conduct market research and promotional campaigns for NXTHOST products and services. If the Customer does not wish to receive such promotional material, the Customer may inform NXTHOST by sending an email to contact[at]nxthost.com.
13.3. Notwithstanding the aforementioned and the Specific Terms and Conditions applicable to certain Services, NXTHOST undertakes to treat the Personal Data as confidential and to use its best efforts to protect it against any loss, misuse, unsecured access, disclosure, deterioration or destruction.
Consequently, aside from the processing of the Personal Data required under the Agreement between NXTHOST and the Customer and for the purposes described hereof, NXTHOST shall not disclose, share or sell the Customer and/or Principal Personal Data to any third party.
13.4. NXTHOST shall make its best efforts to ensure that any bank information that is submitted to NXTHOST is kept secret. However, NXTHOST shall not be held responsible or liable for any fraudulent practice occurring on the Internet.
In this regard, the Customer acknowledges the risks inherent to open computer networks such as the Internet and accepts to bear the consequences.
14. Terms and termination
14.1. The General Terms and Conditions will last for as long as any of the Specific Terms and Conditions pertaining to the provision of the Services are in force.
14.2. The term of each Specific Terms and Conditions shall be specified within each of those texts and may differ depending on the Service they pertain to. By default, the term of the Specific Terms and Conditions is deemed to be indefinite.
14.3. The Customer may terminate the Agreement at any time by sending a one (1) month notice via email at contact[at]nxthost.com. The termination notice shall only begin once payment of all sums owed by the Customer to NXTHOST has been made. The customer will not be refunded of any of the sums already paid. The Customer understands that the termination of the Agreement automatically entails the termination of all Services provided by NXTHOST to the Customer.
14.4. NXTHOST may terminate the Agreement at any time by sending a two (2) month notice termination letter by registered mail to the Customer at the address provided in the Customer Details. The Customer will be refunded the fees they paid for the Services on a pro-rated basis for the remaining of the applicable term, starting thirty (30) days after the receipt of the termination notice.
In the case of a breach of any of the Contractual Terms by the Customer, NXTHOST shall be entitled to terminate any of the Services and where applicable, the whole Agreement. In such a case the termination will be without notice and with immediate effect and the Customer will not be entitled to any refund.
NXTHOST retains the right to suspend or cancel the provision of any Service if the Customer appears to have placed an order with inaccurate information or information inconsistent with the declarations and guarantees described in article 4 hereof. In such case the termination will be without notice and with immediate effect and the Customer will not be entitled to any refund.
15. Service suspension
15.1. In case the Customer fails to fulfil any of their obligations thereof and in particular those set forth by article 4 hereof, or in case of blatant breach of the terms of article 10 and/or any applicable legal or regulatory provisions, NXTHOST shall be entitled to suspend the whole Customer Account without prior notice and thus prevent the Customer from benefiting from the Services without the Customer being entitled to any compensation. Such suspension may result in the disconnection of the Services from the Internet.
The Customer acknowledges that any suspension of their Customer Account which lasts more than two (2) months will automatically result in the termination of every Service attached to such Customer Account.
15.2. The Customer Account may also be suspended by NXTHOST during a maintenance operation of NXTHOST servers or upon request of any competent judiciary or administrative authority. NXTHOST also retains the right to suspend the Customer Account in case a claim, suit, action, or other proceeding has been brought against NXTHOST in relation with the Customer use of the Service.
15.3. Every suspension of Service shall last until its cause has ceased.
15.4. The Service suspension will in no event suspend the payment obligation of the Customer and further shall not entitle the Customer to any compensation from NXTHOST, no matter the direct or indirect consequences of such suspension (such as a loss of chance, business, income, revenue or profits).
If any term or other provision of the Contractual Terms is determined to be illegal, invalid or unenforceable, all other conditions and provisions of this shall nevertheless remain in full force and effect. Further, NXTHOST commits to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the original intention of the parties.
NXTHOST retains the right to assign or transfer any rights and obligations of the Agreement without the Customer's prior approval, who expressly waives any claim to obtain the execution of any obligation by NXTHOST after its transfer or assignment.
18. Force majeure
18.1. Neither the Customer, nor NXTHOST shall be responsible for any failure or delay to fulfil their obligations under the Contractual Terms as the result of an event of force majeure as defined by applicable law or jurisprudence. The Customer expressly acknowledges that their lack of financial capacity to pay the fees for the Services provided by NXTHOST will in no event qualify as a force majeure event.
18.2. NXTHOST will not be held liable for any direct or indirect loss or damage resulting from the failure of NXTHOST to fulfil any of its obligation under those General Terms and Conditions or Specific Terms and Conditions due to a force majeure event or due to the action of third party (such as a failure of the public network or network provider or the failure of a Provider for example).
19. Notification procedure
19.1. In any case where a third party notifies NXTHOST of its claim against the Customer customisation and/or use of the Service, NXTHOST shall promptly notify the Customer of such a claim by sending them a copy of it via the Customer Details.
In all such instances the third party shall be informed of NXTHOST's
notification to the Customer, keeping in mind that it does not fall within
NXTHOST' jurisdiction to either prejudge the Customer's customisation and /
or use of the Service vis-a-vis the rights of such third party, nor to
suspend or terminate the Service on this basis.
NXTHOST shall be entitled to charge the Customer for any action performed on the Customer's behalf in connection with a third party claim, insofar as the Customer fails to acknowledge receipt of the NXTHOST notification in regard to such a claim, or if NXTHOST finds it necessary to take action in regard to such a claim such as sending a registered letter and making phone calls on behalf of the Customer and the complaining third party.
19.2. NXTHOST reserves the right to disclose the Customer Details, Content, communication with NXTHOST and more generally, any information regarding the Service ordered by the Customer, in such a case where such information has been requested by a competent judiciary and or administrative authority pursuant to applicable law.
20. Dispute and litigation
Pursuant to the provisions of those General Terms and Conditions, if a dispute arises between the Customer and a third party in regard to the use of the Service, the Customer will be solely responsible for all consequences of this dispute and NXTHOST shall not be involved in such dispute and its settlement in any way.
21. Applicable law and jurisdiction
21.1. This Agreement is governed by Romanian law. This shall apply to both substantive and adjectival rules, at the exclusion of both Romanian conflict of law rules and statutory provisions contrary to the terms of the Agreement.
21.2. Any dispute pertaining to the Contractual Terms, their interpretation or execution that may not be amicably settled shall be subject to the exclusive competence of Bucharest City courts.