Terms and conditions

1. Definitions

• Daropa: Daropa Solutions, trading under the name Daropa.solutions, based in Gorredijk and registered with the Dutch Chamber of Commerce under number 81403534, VAT number NL003563834B72.
• Customer: the organisation or individual entering into or discussing an Agreement with Daropa.
• Service: Daropa’s managed digital workplace, comprising file storage, email, calendar, video conferencing, chat and an office suite, as described in the selected package or quotation.
• Package: the subscription taken out by the Customer, such as Daropa Start, Daropa Team, Daropa Pro or a custom agreement.
• User: a natural person who has an account in the Service on behalf of the Customer.
• Customer Data: all data, files and messages stored or processed in the Service by the Customer or Users.
• Agreement: the arrangement between Daropa and the Customer for the provision of the Service, including these terms and the data processing agreement.

2. Applicability

These terms apply to every quotation, offer and Agreement from Daropa. Deviations only apply if Daropa has confirmed them in writing (including by email). The Customer’s general terms and conditions do not apply unless Daropa has explicitly agreed to them in writing.

If any provision in these terms is found to be void or is annulled, the remaining provisions will remain in force. The parties will then replace the relevant provision with a valid one that aligns as closely as possible with its original intent.

3. Offer and formation

All offers and prices on the website and in quotations are non-binding unless stated otherwise. A quotation is valid for 30 days. The Agreement is formed as soon as Daropa has confirmed a request or acceptance from the Customer in writing (including by email), or as soon as Daropa has started providing the Service.

Submitting the contact form or requesting a free demo does not constitute an Agreement.

4. Free demo

Daropa may provide a free demo or trial environment. This is intended for exploring the Service and is not suitable for storing confidential or special personal data. Daropa may delete a demo environment after the agreed period, including the data within it, unless the Customer subsequently takes out the Service and requests that the data be retained.

5. Duration and termination

The Agreement is entered into for a minimum term of three months unless otherwise agreed in writing. After this, the Agreement continues indefinitely on a monthly basis. After the minimum term, either party may terminate the Agreement at the end of a calendar month with one month’s notice. Termination can be done by email.

The Customer may switch to a larger Package at any time. Switching to a smaller Package takes effect at the start of the next month.

6. Pricing and payment

• All prices are in euros and exclusive of VAT unless stated otherwise.
• Daropa invoices monthly in advance. If the Customer chooses annual payment, Daropa invoices annually in advance and the Customer receives a 5% discount on the annual amount. Payment is due within 14 days of the invoice date unless otherwise agreed.
• One-off services, such as extensive data migration or custom work, are quoted and invoiced separately.
• Daropa may adjust prices once a year, for example based on the CBS consumer price index. Any price change will be announced at least two months in advance. If the increase exceeds the indexation, the Customer may terminate the Agreement on the date the change takes effect.
• If the Customer fails to pay on time, Daropa will first send a reminder with a reasonable deadline. If payment is still not made, the Customer will owe statutory (commercial) interest, and Daropa may suspend the Service after written notice. Customer Data will not be deleted upon suspension.

7. Delivery and availability

Daropa endeavours to keep the Service available as reliably and continuously as possible but cannot guarantee uninterrupted availability. This is an obligation of effort, not of result, unless explicitly agreed otherwise in a separate service agreement (SLA).

Daropa carries out maintenance and updates to keep the Service secure and up to date. Planned maintenance that noticeably affects availability will, where possible, be announced in advance and performed outside office hours as much as possible. Urgent security updates may be implemented immediately by Daropa.

Daropa may make technical and functional changes to the Service. If a change significantly reduces functionality, Daropa will inform the Customer in advance, and the Customer may terminate the Agreement on the date the change takes effect.

8. Hosting and jurisdiction

Daropa hosts the Service and Customer Data exclusively in data centres within the European Union, with providers subject to European law. Daropa does not transfer Customer Data to countries outside the European Economic Area unless the Customer specifically requests this or a legal obligation requires it.

9. Customer Obligations

• The Customer ensures that Users use the Service in accordance with these terms and applicable laws and regulations.
• The Customer is responsible for keeping login details confidential and for everything that occurs under the accounts of their Users. Daropa strongly recommends using two-factor authentication.
• It is not permitted to use the Service for illegal content, distributing malware or spam, infringing on the rights of third parties, or actions that disrupt the operation of the Service or Daropa’s systems.
• The Customer must report any (suspected) misuse or security incident to Daropa as soon as possible.

In the event of a serious breach, Daropa may, after issuing a warning where possible, temporarily block access to (part of) the Service. Daropa will not go further than necessary in doing so.

10. Customer Data and Ownership

All Customer Data remains the property of the Customer. Daropa is only granted the right to process Customer Data to the extent necessary to provide the Service. Daropa does not review the content of Customer Data unless the Customer requests this (for example, for support) or the law requires it.

11. Privacy and Data Processing Agreement

When providing the Service, Daropa processes personal data on behalf of the Customer. The Customer is the data controller and Daropa the processor under the General Data Protection Regulation (GDPR). The parties will enter into a data processing agreement, which forms part of the Agreement. In the event of any conflict, the data processing agreement takes precedence over these terms with regard to the processing of personal data.

You can read how Daropa handles personal data of contact persons and website visitors in the privacy statement.

12. Security and Backups

Daropa takes appropriate technical and organisational measures to secure the Service and Customer Data, including encrypted connections, access control, and the timely installation of security updates. Daropa creates a daily backup of Customer Data. A backup is intended for recovery after a disruption or incident and does not replace the Customer’s own responsibility for safeguarding important information.

13. Termination of the Agreement and Data Export

During the Agreement and up to 30 days after its termination, the Customer may request a full export of Customer Data in common, open formats. Daropa will assist with this upon request; for extensive support during a transition, Daropa may charge reasonable costs after providing a prior quotation.

After this 30-day period, Daropa will permanently delete the Customer Data, including copies in backups once they expire according to the backup schedule, unless a legal obligation requires Daropa to retain the data for a longer period.

14. Liability

Daropa’s liability for direct damage resulting from an attributable shortcoming is limited to the amount the Customer paid for the Service in the three months prior to the damaging event, with a maximum of €10,000 per incident. A series of related incidents is considered a single incident.

Daropa is not liable for indirect damage, including consequential damage, lost profits, missed savings, and damage due to business interruption.

These limitations do not apply if the damage results from intent or gross negligence by Daropa or its management.

A right to compensation only arises if the Customer reports the damage to Daropa in writing as soon as possible, and no later than 30 days after discovering it.

15. Force Majeure

Daropa is not liable for shortcomings caused by force majeure. This includes, among others: disruptions at data centres, internet or energy providers that Daropa cannot influence, large-scale cyberattacks despite reasonable security measures, government measures, and natural disasters. If a force majeure situation lasts longer than 30 days, both parties may terminate the Agreement in writing without any obligation to pay compensation.

16. Confidentiality

Both parties must keep confidential information received from each other secret, even after the Agreement ends. Information is confidential if this is indicated or if it reasonably follows from the nature of the information.

17. Amendment of these Terms

Daropa may amend these terms. Changes will be communicated to the Customer by email at least 30 days before they take effect. If the Customer does not agree with a change that is to their disadvantage, they may terminate the Agreement by the date the change takes effect.

18. Applicable Law, Disputes, and Contact

Dutch law applies to the Agreement and these terms. Disputes will be submitted to the competent court of the District Court of Noord-Nederland, unless the law mandates a different court. Parties will first attempt to resolve any dispute together in good faith.

Daropa Solutions (trading as Daropa.solutions)
Kerkewal 1
8401 CG Gorredijk
Company registration number: 81403534
VAT number: NL003563834B72
E-mail: info@daropa.solutions
Phone: 0513 241 500