Terms and Conditions

Introduction

Attic® is a portal through which the customer and/or user(s) of/on behalf of that customer (collectively: 'Customer') gain access to up-to-date security information, notifications, and recommendations about potential issues concerning the Customer's own digital infrastructure and how to resolve or otherwise address them.

Because the need for this kind of information, notifications, and recommendations can arise at any moment, time, and location, Attic® has been built as an application for mobile devices. Attic® can be linked to the Customer's IT infrastructure/applications in the cloud. Attic will then automatically monitor these under its Digital Services based on an Agreement between Customer and Attic for security issues. For example, the settings of the Customer's chosen cloud services are tested for security, and the Customer is notified via the Attic® app of potential abuse.

Attic Terms

These Attic terms (hereinafter: 'Attic Terms') apply to all offers and Agreements in which Attic B.V., a legal entity established in the Netherlands (Chamber of Commerce number 83973206), provides services of any kind to a Customer.

The Attic Terms contain the expectations, rules, and other conditions under which Attic makes Digital Services available to the Customer, in particular Attic® as described in the introduction above, and below.

1. Definitions

1.1 In these Attic Terms, the following terms (both singular and plural) have the meaning described below:

Attic

Attic B.V., a legal entity established in the Netherlands and registered in the registers of the Chambers of Commerce under number 83973206, or any other legal entity (such as a distributor or reseller of Attic) that wishes to enter into, enters into, or has entered into any legal relationship with Customer and has declared these Attic Terms applicable to that legal relationship.

Attic®

All applications, data, and related functionalities made available by and on behalf of Attic to the Customer via the internet, if and insofar as made available via its websites atticsecurity.com, myattic.app, and the mobile platforms of Android and iOS.

Digital Services

All digital and related services provided or to be provided by or on behalf of Attic in any manner, including the mobile application Attic®.

Customer

Any (legal) person with whom Attic wishes to enter into, enters into, and/or has entered into a legal relationship, including but not limited to a user of Digital Services on behalf of a customer.

Supplier

Any licensor, subcontractor, and/or other type of supplier to Attic.

Agreement

Any agreement and/or other type of legal relationship between Parties regarding the delivery of Digital Services and related subjects.

Parties, respectively Party

Customer and/or Attic.

2. Attic Terms & Agreement Duration

2.1 The Attic Terms apply to all Agreements under which Attic makes Digital Services available. Attic may from time to time, at its sole discretion, wholly or partially modify or revise the Attic Terms. In the event of such a change, the most recent version as indicated by Attic shall apply. Attic informs Customer of such changes via the Attic® app at least one (1) month before such a change takes effect.

2.2 If one or more provisions of these Attic Terms are void or voided, the remaining provisions shall remain in full force and the Parties shall enter into consultation to agree on new provisions to replace the void or voided provision(s).

2.3 An Agreement is only concluded when and insofar as Attic has explicitly confirmed the delivery of Digital Services via the usual ordering process on Attic's website, by email, or another commonly used (electronic) communication method.

2.4 The Agreement is entered into for a fixed term with an initial duration of one (1) month or twelve (12) months as indicated on the Attic website and chosen by Customer ('Initial Duration'). The Agreement is automatically renewed for a period of twelve (12) months, unless the Agreement has been terminated in accordance with article 9.

2.5 Attic reserves the right to partially outsource its rights and obligations from any Agreement. Customer is not entitled to cancel, dissolve, or transfer an Agreement (in whole or in part).

3. Delivery of Services

3.1 Attic shall perform the Digital Services with care based on the information and permissions to be provided by Customer as set out in the Agreement.

3.2 Attic shall endeavour to deliver the Digital Services to the best of its knowledge and ability. Attic strives for availability of the Digital Services twenty-four (24) hours a day, seven (7) days a week, but does not guarantee uninterrupted and/or error-free operation.

3.3 Digital Services are provided on an 'as is' basis and are deemed unconditionally accepted upon first delivery. The use of Digital Services and all (direct and indirect) consequences thereof are at Customer's risk.

3.4 Attic is entitled, after announcement, to modify, replace, suspend, or block (access to) the Digital Services, including for new functionalities, disruptions, or planned maintenance.

3.5 All schedules and deadlines mentioned by or agreed with Attic are described and planned to the best of Attic's knowledge based on the data and circumstances known to Attic at the time of entering into the Agreement.

3.6 Services and/or software from a Supplier are subject to that Supplier's terms, superseding any deviating provisions in these Attic Terms and/or Agreement.

4. Fees & Payment

4.1 Customer is obliged to pay fees to Attic pursuant to the Agreement. Fees, prices, and rates are expressed in Euro (EUR) and are exclusive of VAT and other government-imposed taxes and levies, unless otherwise stated in writing by Attic.

4.2 Invoices are immediately payable and shall be paid in full within thirty (30) days of the invoice date by direct debit or as otherwise agreed. Payment shall be made without any set-off, discount, and/or suspension.

4.3 Attic is entitled to adjust applicable fees, prices, and rates before the start of each calendar year, in accordance with the CPI wage index.

4.4 If Customer fails to pay a due amount within thirty (30) days, Attic is entitled to suspend performance, and Customer owes interest of one and a half (1.5) percent per month, or (if higher) the statutory commercial interest rate.

5. Customer Responsibilities

5.1 Customer undertakes to ensure that the data provided to Attic is correct in all respects. Customer must promptly inform Attic of any changes to such data.

5.2 Customer is free to grant certain Delegate Admin rights in Microsoft cloud to Attic. Without granting these, Attic cannot provide Customer with the functionalities of Attic®.

a. During the connection process between Attic® and the Customer's Microsoft cloud environment ('Tenant'), Attic's tenant is registered as Cloud Solution Provider.

b. Delegate Admin rights are granted to Attic's tenant and are used exclusively to implement recommendations. Changes are only made after explicit Customer consent, per action. All actions are logged.

c. Attic ensures security measures for Tenant access comply with Microsoft's Secure Application Model.

5.3 Customer alone is responsible for the information provided, choices made, and the use and application of Digital Services delivered by Attic.

5.4 Customer is responsible for access credentials including usernames and passwords, and for keeping access confidential.

5.5 If Customer fails to adequately or timely comply with article 5, Attic has the right to suspend performance. Customer indemnifies Attic against third-party claims resulting from Customer's acts or omissions.

6. Confidentiality & Personal Data

6.1 Each Party treats all confidential information received from the other Party as strictly confidential and shall not disclose it to third parties.

6.2 Exceptions apply only when (i) information is disclosed with prior written consent, (ii) Attic requires disclosure for Agreement performance, and/or (iii) disclosure is required by a judicial authority.

6.3 Attic and/or its engaged third parties shall process Customer's personal data in a proper, careful, and secure manner within legal limits. Attic is the data controller within the meaning of the law.

6.4 Outside normal business operations, neither Party shall process and/or provide personal data to third parties without prior written consent and/or unless the law prescribes otherwise.

7. Liability

7.1 Attic's total liability arising from or related to the Agreement is exhaustively described in article 7; outside these cases, Attic bears no liability for damages.

7.2 Customer's right to damages only arises if Customer reports the damage in writing to Attic as soon as possible (and in any case within ten (10) working days).

7.3 In the event of death and/or physical injury, Attic's liability is limited to EUR 100,000 per event, except in cases of intent or gross negligence by Attic's management.

7.4 Except in cases of intent or gross negligence, Attic is not liable for (i) indirect damages (including but not limited to consequential damage, lost profits, missed savings, and business interruption losses), and (ii) any other damage exceeding the total amount invoiced and paid, up to a maximum of EUR 5,000 per calendar year.

7.5 Attic is not liable for non-performance not attributable to its fault, nor under the law, legal act, or generally accepted standards.

8. Intellectual Property Rights

8.1 Customer retains all intellectual property rights to its data and information. Attic and its Suppliers are exclusive rights holders of all components of Digital Services. Customer receives only a non-transferable, non-exclusive right of use for the Agreement's duration ('Right of Use').

8.2 The Right of Use covers only the right to load and execute Digital Services for the designated number of users.

8.3 For Digital Services developed by Attic, Attic indemnifies Customer against third-party claims concerning alleged infringement of intellectual property rights valid in the Netherlands.

8.4 In the event of such claims, Attic may replace or modify the Digital Services, or ultimately dissolve the Agreement in whole or in part.

9. Termination

9.1 Each Party may terminate the Agreement at the end of the current term, with one (1) month's notice prior to the end of the current term. Interim termination is only possible under articles 9.2 and 9.3.

9.2 Each Party may terminate with immediate effect if (i) the other Party applies for suspension of payments or is declared bankrupt, or (ii) the other Party is a legal entity and is dissolved.

9.3 Attic may terminate with immediate effect if Customer fails to perform any obligation and fourteen (14) days have elapsed after written notice of default.

9.4 Digital Services already delivered and their associated payment obligations shall not be subject to reversal upon termination.

10. Final Provisions

10.1 Questions, requests, or communications to Attic may be sent to support@atticsecurity.com.

10.2 These Attic Terms and Agreement are exclusively governed by the laws of the Netherlands. All disputes shall be submitted exclusively to the competent court in Rotterdam.

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