Terms of Service

By becoming a visitor, user, and/or customer of wildcloud you agree to the following:

Wildcloud BV offers the following service: a mass customization multiplier Platform for (WordPress) websites that allows users to host, manage and customize websites at scale, called wildcloud.

Article 1 – Definitions

1. Availability rate: the rate at which the software is available to the Client in a measurement period during office hours, expressed as a percentage.
2. Client: a visitor, user, and/or customer of wildcloud
3. Data Breach: a breach of the security of Personal Data that accidentally or unlawfully leads to the destruction, loss, alteration or unauthorized disclosure of or unauthorized access to transmitted, stored or otherwise processed data;
4. Data protection law: all applicable national, international and EU laws and regulations, which contain rules with regard to the protection of personal data of natural persons.
5. Data subjects: the natural persons whose personal data are processed.
6. Defect: an error in the software that results in the software not functioning as offered via the platform or the software not complying with the agreement in any other way.
7. Data Processing Policy: the policy which forms part of the Legal Policy.
8. General Terms and Conditions: the general terms and conditions of the Processor, which form an inseparable part of the policy;
9. GDPR: Regulation (EU) 2016/679, General Data Protection Regulation.
10. Helpdesk: the department of Wildcloud BV that provides support on its behalf.
11. Incident: An event that causes the platform to fail or appear to fail.
12. License Agreement: the agreement between Customer and Wildcloud BV or a third party on the basis of which Customer obtains rights of use for the software.
13. Maintenance window: a planned unavailable period outside office hours, during which the software is unavailable with the consent of the Client. 
14. Measurement period: a period of a 3 calendar months.
15. Office hours: Monday to Friday between 9:00 am and 6:00 pm, with the exception of public holidays.
16. Personal data: all data, including Client’s customers and / or potential customers data, that can be traced directly or indirectly to a natural person as referred to in Article 4 opening lines and under 1 GDPR;
17. Response time: the period within which Wildcloud BV, after receiving a report of a defect, will start with the repair of the defect.
18. Platform: the wildcloud platform as offered.
19. Processing: the processing of Personal Data as referred to in Article 4 opening lines and under 2 GDPR;
20. Product Space: The Client’s personal space within the wildcloud platform that is made available by wildcloud to the Client and that can be used to create and manage website products.
21. Repair time: the period within which Wildcloud BV, after receipt of a report of a defect, makes every effort to repair the defect.
22. Service: the product or service that the Client has purchased from wildcloud.
23. Support: providing assistance by helpdesk employees in the event of incidents and advising on the use and functionality of the software.
24. Sub-processor: the subcontractor engaged by wildcloud, who processes Personal Data of the Client in the chamber of this Processing Agreement as referred to in Article 28 paragraph 4 GDPR;
25. Third party processor: organization to which the controller has outsourced data processing.
26. Update (s): a new release of the software, in which previously known defects have been removed and / or a limited improvement or extension of the existing functionality has taken place.
27. Upgrade: a subsequent version of the software with new or changed functionalities, added features, and other improvements whether or not released under a different name.

Article 2 – Services

1. Wildcloud BV provides the Client with access to the wildcloud platform.
2. Customer is responsible for building website products. wildcloud may, in accordance with the terms of this policy, adjust and test the configuration of Customer’s product and all other resources for use on the platform, if necessary.
3. The platform must function as it is offered.
4. Wildcloud BV will provide support to the Client with any problems encountered by the Client.
5. Wildcloud BV will release update (s) and make them available to the Client.

Article 3 – Availability, Service Windows & Service Levels

1. The availability rate of the software is at least 98% measured over a period of 2 consecutive measurement periods of 3 months. 
2. The maximum consecutive period of a maintenance window is 4 hours, 4 times a month outside office hours. The availability rate does not apply if any failure or improper functioning of the software is caused by malfunctioning of a VPN connection.
3. Wildcloud BV and the Client agree on a maintenance window on Monday, Tuesday, Wednesday, Thursday and Friday from 20:00 to 00:00 CEST, during which work will be performed for the benefit of the services. This includes maintenance and the rollout of update (s) and upgrades.
4. Wildcloud BV will inform the Client as early as possible before the start of a maintenance window, but in any case at least 48 hours prior to the maintenance window. Activities that must take place in the maintenance window are not carried out during office hours.
5. The parties agree that in the event of a conflict between the parties, the execution of the agreement will not be stopped in order not to unnecessarily hinder the proper progress, unless the nature of the dispute is such that this cannot reasonably be expected from the Client or Wildcloud BV.
6. In the event of maintenance, Wildcloud BV has the authority to temporarily expedite the maintenance window, which may cause disruption in the use of the platform. If this is the case, Wildcloud BV will have to notify the Customer in good time, whereby the notification will contain the following information:
   1. the timeframe by which the maintenance window is shortened
   2. expected duration of the shortening
   3. the software that the shortening will affect and prioritization

Service Priority Level Table

Service Levels

Wildcloud BV will send a response during office hours after receiving the notification of the incident within the following terms:

Article 4 – Resolving incidents

1. Wildcloud BV provides a helpdesk that acts as an integral point of contact for all incidents related to the use of the platform.
2. Based on its nature and consequences for the use of the platform, each incident will be classified in a specific priority category, as stated in The Service Priority Level Table.
3. The activities in the context of resolving incidents will commence as soon as possible in accordance with the agreed response time. Due to the varying nature and complexity of incidents, wildcloud cannot make any prior statements regarding the length of repair times or when defects have been repaired.
4. The costs associated with resolving incidents resulting from improper use by the Client or other circumstances attributable to the Client or third parties will be borne by the Client at the hourly rate as stated in Appendix “Pricing & Fees”. The associated costs the resolution of incidents caused by defects in the software are at the expense of Wildcloud BV with due observance of the provisions of Article 5.
5. A malfunction is also seen as resolved if Wildcloud BV makes a temporary solution available for it that makes the use of the platform possible again. After a temporary solution, Wildcloud BV is still obliged to resolve the malfunction completely. If a reported incident is a priority 3 instead of priority 2 due to a temporary solution, it will be resolved according to the recovery time of priority 3. Except in urgent cases, the Client will submit a request for changes to Wildcloud BV.
6. All incidents are reported, even if it is not a malfunction in the context of resolving malfunctions. In the event of incidents resulting from malfunctions of equipment that fall outside the responsibility of Wildcloud BV, the recovery time will be suspended until replacement parts are available and these parts are available to Wildcloud BV.

Article 5 – Fixing defects

1. If the cause of an incident is a defect, Wildcloud BV will repair the defect free of charge. The response times apply accordingly. The provisions of this article do not apply if any failure or improper functioning of the software is caused by malfunctioning outside of the control of Wildcloud BV.
2. The Client will reasonably cooperate in order to enable Wildcloud BV to fulfill its obligations under this article. In the event of an incident, the Client will report this to Wildcloud BV immediately upon discovery.

Article 6 – Backup and data recovery

1. Wildcloud BV will provide daily backups of the data processed with the software in accordance with what has been agreed in this agreement.
2. Wildcloud BV keeps the backups for a maximum period of 12 months.
3. If circumstances arise where the software and data are no longer available as a result of errors or the loss of the technical infrastructure, Wildcloud BV will continue the service as soon as possible.
4. If circumstances have occurred in the provision of services, whereby possible processing such as transactions have been canceled or rendered unusable, Wildcloud BV will take care of the recovery, in accordance with the agreed response time.

Article 7 – Updates and upgrades

1. Wildcloud BV will regularly perform software updates. These updates fix known bugs in the software or make minor functionality improvements. 
2. Wildcloud BV may regularly introduce upgrades. An upgrade is a subsequent version of the software in which mainly new or changed functionalities are implemented in the software.
3. Wildcloud BV will implement updates and upgrades on the wildcloud servers and infrastructure. Wildcloud BV will notify the Customer if an update or upgrade has been carried out and will report which improvements or changes have been made to the platform.
4. Updates and upgrades are in principle rolled out in the maintenance window. In exceptional cases, however, Wildcloud BV reserves the right to intervene during office hours by placing a hotfix for a security problem or a production disruptive defect.

Article 8 – Cooperation of the Client

1. The customer is obliged to establish, maintain and implement adequate procedures and control mechanisms, taking into account the nature and scope of the interests of the use, in order to prevent damage as a result of any irregularities.
2. The Client will ensure that its personnel are adequately trained and informed about the operation of the service.
3. The Client will in particular ensure that adequate information is provided to and contractual agreements with external users who, without the actual intervention of an employee of the Client, perform actions that also involve the use of the software, about the risks associated with the use of the software and related services.

Article 9 – Intellectual property

1. All intellectual (property) rights to all software and / or other materials such as analyzes, designs, documentation, reports, quotations, as well as preparatory material thereof, delivered or made available to the Client under the agreement, rest with Wildcloud BV or its licensors. . The customer only obtains the rights of use and powers that produce these conditions and / or other materials or otherwise reproduce them or have them reproduced. A right of use accruing to the customer is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
2. Wildcloud BV may take technical measures to protect the software and other materials. If Wildcloud BV has secured the software and / or other materials by means of technical protection, the Customer may not remove or circumvent this protection.
3. The intellectual property rights with regard to updates of the software in connection with the activities performed by Wildcloud BV belong to the party to which the intellectual property rights with regard to the software accrue.
4. The Client guarantees that the provision of access to the network configuration in use by it in the context of the service does not infringe the (intellectual property) rights of third parties.
5. Wildcloud BV guarantees that the granting of user rights to the Customer as referred to in this agreement is not in conflict with (intellectual property) rights of third parties.
6. The provisions of the license agreement with regard to the intellectual property rights for the software apply mutatis mutandis to this agreement.

Article 10 – Provision of information

Wildcloud BV will regularly provide information to the Client about the progress of the solution with regard to the reported incident. The frequency with which information is provided to Customer in relation to an incident depends on the priority of the reported incident.

Article 11 – Guarantees

1. Wildcloud BV guarantees that the service provision is and remains in such a condition that the software functions (as much as possible) without interruptions and that the number of errors remains limited in accordance with the standards as described in Article 3.
2. Wildcloud BV will make every effort to repair incidents and defects within a reasonable period, all this in accordance with the agreed response times.
3. Wildcloud BV guarantees that it has implemented an adequate control system in order to be able to fulfill its obligations under this agreement with regard to quality control. Wildcloud BV also monitors the service in such a way that it can guarantee the defined availability rate.
4. On the basis of the information provided by Wildcloud BV, the Client will identify the risks for the organization and, if necessary, take additional measures to prevent and limit the consequences of malfunctions, defects in the service provision, loss of data due to other incidents. 

Article 12 – Helpdesk

1. Wildcloud BV will make use of helpdesk employees with an appropriate level of expertise and experience for the performance of the work.

Article 13 – Privacy and security

1. If Wildcloud BV processes personal data for the Client in the context of the provision of services, the processing will take place in accordance with the General Data Protection Regulation and related or subsequent legislation, as well as with the provisions in the Data Processing Policy.
2. All obligations of Wildcloud BV arising from this article also apply to those who process personal data under the authority or in the service of Wildcloud BV.
3. Wildcloud BV will provide a complete list of sub-processors at the first request of the Client. Wildcloud BV will immediately inform the Client of changes regarding an addition or replacement of sub-processors, whereby the Client will be offered the opportunity to object to the changes.
4. Wildcloud BV will only process the personal data for the benefit of and on behalf of the Client. Wildcloud BV will under no circumstances process personal data for its own or other purposes. The types of personal data, duration of processing, categories of individuals, access levels, subject, purposes and nature of the processing are laid down in the processor agreement.
5. Wildcloud BV will treat the personal data in strict confidence. Wildcloud BV is not entitled to disclose, provide or make available personal data to third parties in any way, unless Wildcloud BV has obtained prior written consent from the Client or requires mandatory disclosure.
6. Wildcloud BV will take all appropriate technical and organizational measures to ensure a level of security appropriate to the risks to protect personal data against destruction, loss, alteration, unauthorized disclosure or access to forwarded, stored or otherwise processed personal data, either accidentally or unlawful. Wildcloud BV will also impose the obligation to take appropriate technical and organizational measures and the obligation to observe secrecy on its employees and others who have lawful permission to access the personal data.
7. Wildcloud BV will not keep personal data longer than necessary for the performance of its obligations under this article. After the retention period, Wildcloud BV will anonymize or delete the personal data, unless the law requires a longer retention period and there is a basis for the processing.
8. Provisions in general terms and conditions of Wildcloud BV with regard to the protection of personal data that deviate from the provisions in this article do not apply.
9. Wildcloud BV will immediately cooperate fully with the Client at the first request to allow those involved to exercise their rights with regard to the processing of personal data in accordance with Articles 12 to 23 of the GDPR. Wildcloud BV also enables the Client to continuously check whether third parties that Wildcloud BV engages in the execution of the agreement comply with their obligations in this regard.

Article 14 – Security

1. Employees of the parties will only have access to the systems related to the platform when authorization has been granted by the authorized officers of the parties.
2. Wildcloud BV is responsible for the operational management of the authorization.
3. The Client is liable for the consequences of actions by persons that the Client provides access to the platform by granting authorization.
4. Wildcloud BV will notify the Client in advance if Wildcloud BV intends to make changes to the software or changes to the security that have consequences for the mutual agreements with regard to security.
5. The parties are obliged to inform their employees or third parties hired by them of the applicable information security regulations at the start of the agreement and to give them complete instructions on this so that the regulations are correctly observed.

Article 15 – Duration and termination

1. The agreement is entered into for an indefinite period of time.
2. Parties are entitled to terminate the agreement with due observance of a notice period of 1 month.
3. In case of cancellation, the Customer is not entitled to a refund.
4. The Customer has the right to dissolve this agreement (in whole or in part) out of court with immediate effect by means of a written notification, without this resulting in any liability towards Wildcloud BV, if Wildcloud BV, after the Start Date, failes to uphold the availability level for 2 consecutive measurement periods or has not achieved 3 measurement periods per calendar year. 
5. A party is entitled to dissolve the agreement with immediate effect (in whole or in part) out of court by means of a written notification, without this resulting in any liability towards the other party and without prejudice to any other right of the party invoking the dissolution. if one of the following conditions occurs:
   1. the bankruptcy of the other party is filed
   2. the other party is declared bankrupt
   3. the other party is granted a (temporary or otherwise) moratorium of payments
6. With the exception of the provisions of article 15 and 20 paragraph 4, a party can only dissolve this agreement if the other party, after a written notice of default setting a reasonable term for remedying the shortcoming, fails attributably in the performance of the obligations under this agreement.

Article 16 – Exit procedure

1. In the context of the continuity of the Client’s business operations, the parties agree that in the event of termination or termination of the agreement, the parties will immediately enter into consultation about the continuation of the services by third parties.
2. Wildcloud BV can support the Client in a possible transfer to another party and environment. Wildcloud BV can only make the transfer possible to a party that has or can offer an infrastructure that is identical to the service. Wildcloud BV is not liable for damage as a result of such a transfer.
3. All costs associated with the continuation of the services by a third party are for the account of the Client.
4. Wildcloud BV will provide the Client with all information, data and documentation required for the performance of the services. This information, data and documentation is available on the platform.
5. Wildcloud BV will follow Client’s reasonable instructions for the transfer of the services to Client or a third party. If, due to unforeseen circumstances, this transfer requires more time than the agreed notice period, Wildcloud BV will continue to provide the services for a period to be determined after the expiry of the notice period of the agreement at the rates charged by Wildcloud BV.
6. If termination takes place on the basis of dissolution, Wildcloud BV will charge the Client a reasonable fee for the work referred to in this article unless the dissolution is the result of a circumstance on the part of Wildcloud BV.
7. If the parties so agree, a transitional arrangement will be drawn up in mutual consultation, in which the time schedule for the transfer or making available, as well as the tasks and responsibilities and financial consequences of both parties will be laid down.

Article 17 – Fees & Payment

1. The prices and rates for products and services to be supplied by Wildcloud BV are included in the Appendix ”Pricing & Fees”.
2. The fee for the products and services is invoiced monthly or annually in advance.
3. All prices and rates are exclusive of tax, such as but not limited to, turnover tax (VAT) and withholding tax.
4. For support outside office hours, a surcharge may be charged, if and insofar as specified in Appendix ”Pricing & Fees”.
5. Maintenance of the platform as used for the provision of services is included in the fee.
6. Wildcloud BV is entitled to adjust the amount of the agreed prices and rates annually on 1 January by means of a written notification to the Client, and by a maximum of 5% per year.
7. Wildcloud is entitled to add upgrades to the platform in the form of new products for which a new, separate price is charged. The customer is entitled to make use of these new products or not, without this affecting the agreement.
8. Wildcloud BV is entitled to additional compensation:
   1. if the Client has given reasonable instructions that Wildcloud BV has followed
   2. if the Client does not provide the agreed cooperation on time or in full
   3. Customer reports changes or events as a result of which Wildcloud BV demonstrably had to perform more activities
9. Wildcloud BV will charge the Client for amounts to be paid by the Client on the basis of this agreement that fall outside the agreed fixed amount in compensation, on the basis of subsequent calculation.
10. Customer will pay invoices to Wildcloud BV within 14 days after receipt of the invoice.
11. Payments are made without any recourse to suspension or settlement by transfer of the amount due to the amount due by Wildcloud BV. specified bank account number.
12. If the client does not pay within the agreed term, he will be in default by operation of law, without any reminder being required. From that moment on Wildcloud BV is entitled to suspend the obligations until the client has fulfilled its payment obligations.
13. In accordance with the provisions of paragraph 12, Wildcloud B.V. may deny the customer access to the platform 7 days after the payment term has expired and payment has not been made. If payment is not made, Wildcloud B.V. is entitled to dissolve the agreement 30 days after the expiry of the payment term.
14. If the Client is of the opinion that an invoice is incorrect and for that reason suspends payment of the entire invoice or part thereof, Wildcloud BV is not entitled to suspend its own performances under this agreement if the Client:
    1. pays the undisputed part of the invoice and other undisputed invoices
    2. deposits the disputed part of the invoice in escrow with a civil-law notary established in the Netherlands within two months after the dispute starts legal proceedings to settle the dispute
15. If the Customer has not paid the invoice amounts due within the payment term, unless he has invoked the substantive inaccuracy of the invoice within 10 days, the Customer will owe the statutory interest on the outstanding amount without any notice of default being required. If the Client fails to pay the claim after notice of default, Wildcloud BV is also entitled to claim compensation for extrajudicial collection costs in addition to the statutory interest owed.

Article 18 – Liability

1. The liability of the parties for indirect or consequential damage is excluded.
2. Parties can only claim compensation for direct damage if the injured party declares the other party to be unlawfully in default and the latter party has not proceeded to fulfill or remedy the unlawful situation within the set term. The obligation to give notice of default lapses if performance or repair is permanently impossible. Demonstrable damage is always compensated in wildcloud credits.
3. The liability limitation in paragraph 2 of this article will lapse when:
   1. The damage was caused by a violation of intellectual property rights;
   2. The damage was caused by intent or gross negligence on the part of the negligent / unlawfully acting party;
   3. The damage arises from claims by third parties as a result of death or injury.

Article 19 – Other provisions

1. General terms and conditions of Wildcloud BV apply to this agreement. The Client declares that he has received a copy of those general terms and conditions and that he has been able to take note of those general terms and conditions. The general terms and conditions of the Client or any third parties do not apply.
2. Notifications that the parties will make to each other on the basis of this agreement will be in writing.
3. Any verbal promises and agreements have no effect unless they have been confirmed in writing by a party.
4. Wildcloud BV will make every effort to perform its services with due care, where appropriate in accordance with the agreements and procedures recorded in writing with the Client. All Wildcloud BV services are performed on the basis of an obligation of best endeavors, unless and insofar as Wildcloud BV has explicitly promised a result in the agreement and the relevant result is also described with sufficient clarity in the agreement.
5. The failure by a party to exercise any right or remedy does not constitute a waiver of that right or remedy. 
6. Provisions that by their nature are intended to continue even after the termination or termination of the agreement will remain in force.

Article 20 – Consequences of nullity or voidability

If part of the agreement is null and void or voidable, this will not affect the other provisions in the agreement. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what the parties had in mind when concluding the agreement.

Article 21 – Applicable law and competent court

1. This agreement is exclusively governed by Dutch law.

2. The Dutch court has jurisdiction to hear all disputes arising from this agreement.

Other wildcloud Policy Documents

1. Pricing & Fees

2. Data Processing Policy (GDPR)

3. General Terms and Conditions

SLA overview

Service Priority Level Table

Service Levels

Wildcloud BV will send a response during office hours after receiving the notification of the incident within the following terms: