====== Section 2-7 ====== ===== 2. Document structure ===== 2.1 In general, the Agreement will consist of the following documents, whereby in the event of any inconsistency or conflict between or among provisions of the following documents, the contents of the document first listed shall have precedence and shall prevail over the documents listed later, in descending order: a) The Internet Services Master Agreement (if entered into); \\ b) The Change Order Form (only in relation to the relevant Order Form) \\ c) The Order Form; \\ d) The Services Specification; \\ e) The Support and Service Level Schedule; \\ f) The General Terms; and \\ g) The LeaseWeb Policies. 2.2 If LeaseWeb has accepted the applicability of Customer’s general terms and conditions, in writing, and there is a conflict or inconsistency between any of the provisions of these General Terms and one or more of the provisions of Customer’s general terms and conditions, the provisions of these General Terms shall prevail. 2.3 LeaseWeb is entitled to amend the General Terms, the Services Specification, the Support and Service Level Schedule and the LeaseWeb Policies. Such amendment also applies to existing Orders for Services, unless LeaseWeb states otherwise. The amendments come into effect thirty (30) days after the announcement or on a later date stated in the announcement. The announcement may be made through the Customer Portal. If Customer does not wish to accept an amendment that relates to an existing Order, it can terminate the Agreement in relation to that existing Order with effective from the date on which the amendment comes into force. The written cancellation must have been received by LeaseWeb within fourteen (14) days after LeaseWeb’s announcement of the amendments. No such termination rights shall exist if: (a) the amendment is solely for the benefit of the Customer; (b) Customer is offered the option to refuse the amendment; (c) the amendments are required by law; or (d) the amendment does not adversely affect Customer’s use of the Services. ===== 3. Scope of services ===== 3.1 The scope and nature of the Services offered by LeaseWeb are set forth in the Services Specification. The scope and nature of the available Service Levels are set forth in the Support and Service Level Schedule. 3.2 The Services, as well as the Service Levels, purchased or leased by Customer from LeaseWeb are itemized in the Order Form. The Order Form shall also specify any Equipment leased by Customer from LeaseWeb and any Equipment purchased by Customer from LeaseWeb. ===== 4. Quotes and order procedure ===== 4.1 All Quotes shall be non‐binding and may be changed by LeaseWeb at any time prior to the execution of a binding contract, even when a period for acceptance is mentioned in the Quote. In case no period for acceptance is mentioned, Quotes cease to be effective after thirty (30) days from the date of the relevant Quote. 4.2 LeaseWeb shall not be bound by variations or amendments or changes to a Quote that occur in the acceptance by Customer of such Quote. Nor shall LeaseWeb be bound by a partial acceptance of a (composite) Quote. 4.3 In the event that Customer wishes to purchase or lease Services or Equipment from LeaseWeb, Customer shall either (i) place a Purchase Order with LeaseWeb to that effect; or (ii) request LeaseWeb to provide a Quote. 4.4 Any Purchase Order made by Customer shall be submitted (i) in writing, by facsimile or by email; or (ii) by completing the online purchase process on LeaseWeb’s website (www.leaseweb.com); or – in respect of certain Services or products – (iii) by means of or through the Customer Portal. 4.5 LeaseWeb shall review a Purchase Order within a reasonable time after receipt thereof. If LeaseWeb is willing and able to provide the requested Service(s) and/or Equipment to Customer, LeaseWeb shall confirm such to Customer in writing, by email or by facsimile, by sending a signed Order Form to Customer. 4.6 Unless LeaseWeb has made any material alterations to Customer’s Purchase Order, in the acceptance of such Purchase Order and drawing up the Order Form, Customer shall be bound by LeaseWeb’s acceptance of the Purchase Order as confirmed and specified in the Order Form. 4.7 In the event that LeaseWeb has made any material alterations to Customer’s Purchase Order, in the acceptance of such Purchase Order and drawing up the Order Form, the Order Form shall be subject to Customer’s approval and acceptance. If Customer approves of the Order Form, (an authorised representative of) Customer shall sign the Order Form for acceptance and provide a copy thereof to LeaseWeb. ===== 5. Change order procedure ===== 5.1 During the Term of an Order, Customer may submit a change request. Customer should submit its change request in writing, by facsimile or by email, to LeaseWeb for the attention of the Sales Department. 5.2 Every change request is subject to acceptance and approval by LeaseWeb, which may be granted or withheld at LeaseWeb’s sole discretion. 5.3 Any acceptance and approval of a change request shall only be valid if confirmed in writing by an authorized representative of LeaseWeb. As a general rule, any such confirmation will be made by means of a Change Order Form. 5.4 LeaseWeb shall be entitled to set conditions to its acceptance and approval of the change request, e.g. adjustment of the Service Charges, payment by Customer of a charge for administrative activities and/or payment by Customer of any other non‐recurring charges in relation to effecting the change. Such conditions, adjustment and charges will be specified in the Change Order Form. ===== 6. (Initial) Delivery ===== 6.1 LeaseWeb shall use commercially reasonable efforts to ensure that: a) the Services will be ready for Customer’s use on the RFS Date; and \\ b) any Equipment sold by LeaseWeb to Customer will be delivered on the Delivery Date at the LeaseWeb Datacenter, as specified in the Order Form. \\ c) In view of the foregoing, Customer acknowledges that both the RFS Date and the Delivery Date are target dates. 6.2 With effect from delivery to Customer of the Equipment sold by LeaseWeb to Customer, such Equipment shall be for the risk and benefit of Customer. However, title of ownership to the Equipment will only pass to Customer on the receipt by LeaseWeb of payment ‐ in full ‐ of the purchase price for such Equipment, as specified in the Order Form. For the avoidance of doubt: In the event that Customer leases Dedicated Equipment, such lease will be an operational lease and payment of Service Charges shall not constitute any transfer of ownership of such Dedicated Equipment to Customer. 6.3 LeaseWeb may – at its sole discretion – unilaterally delay the RFS Date, by giving written notice to Customer, taking into account a notice period of at least five (5) days, provided that Customer shall be entitled to a credit equal to ten percent (10%) of the non‐recurring charges, referred to in Section 9.4b), with respect to the affected Service if LeaseWeb unilaterally delays the RFS Date by more than thirty (30) days after the initial RFS Date. LeaseWeb’s notice of delay shall state a new RFS Date. 6.4 In case Customer has a complaint with respect to: a) the Service, Customer shall provide written notice to LeaseWeb, including in reasonable detail the grounds for its complaint, within two (2) days from the RFS date in the absence whereof Services shall be deemed to be approved of by Customer; \\ b) any Equipment sold by LeaseWeb to Customer, Customer shall provide written notice to LeaseWeb, including in reasonable detail the grounds for its complaint, within five (5) days from the Delivery Date in the absence whereof such Equipment shall be deemed to be accepted and approved by Customer. 6.5 In the event that Customer has provided its written complaint in accordance with Section 6.4, and such complaint is found to be justified, LeaseWeb shall take such action as necessary, and as expeditiously as reasonably practicable, to correct or cure such defect or failure. LeaseWeb will subsequently notify Customer hereof once the Service or Equipment is functioning properly and the complaint periods specified in Section 6.4 shall (re)commence on the date of such notice. ===== 7. Use of services and equipment ===== 7.1 Customer shall at all times use the Services and/or Equipment in compliance with all relevant laws and the LeaseWeb Policies. Customer shall not permit any third party (including Customer’s End Users) to use the Services for any improper or unlawful purpose. 7.2 Customer acknowledges that LeaseWeb exercises no control over ‐ and that LeaseWeb accepts no responsibility for ‐ the content of information and communications, in whatever form, transmitted by Customer over the Network. 7.3 Customer acknowledges that, by offering or providing the Services, LeaseWeb does not publish or otherwise provide Customer’s content to any end users. Customer agrees that Customer shall, at all times, be solely responsible for all text, graphics, sound, video, data and any aspect of Customer’s content. 7.4 Customer’s use of any information obtained via the Network is at Customer’s own risk. LeaseWeb specifically denies any responsibility for the accuracy or quality of information obtained through its Services.