RIPE NCC Standard Terms and Conditions |
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RIPE NCC
Document ID: ripe-321
Date: 7 May 2004
Obsoletes: ripe-173
Except where otherwise agreed in writing, the RIPE NCC
Standard Terms and Conditions shall apply to the RIPE NCC Standard Service
Agreement and all other agreements and understandings between the RIPE NCC
and natural persons or legal entities that make use of the services offered
by the RIPE NCC. In the event a provision in the agreement differs from a provision
in the RIPE NCC Standard Terms and Conditions, the provision in the agreement
shall prevail.
Article 1 - Definitions
In the RIPE NCC Standard Terms and Conditions, the
following terms shall be understood to have the meanings assigned to them
below:
-
Contributor
A natural person or a legal entity that has entered into the RIPE NCC Standard
Service Agreement with the RIPE NCC.
-
RIPE NCC
Réseaux IP Européens Network Coordination Centre, a membership
association under Dutch law, operating from its registered office in
Amsterdam, the Netherlands.
-
RIPE NCC services
The services as specified in the RIPE NCC Standard Service Agreement and
in the current version of the RIPE NCC
Activity Plan.
-
RIPE NCC Standard Service Agreement
An agreement entered into between the RIPE NCC and a Contributor, pursuant
to which the RIPE NCC has the obligation to provide the RIPE NCC services
and the Contributor takes on the commitment to pay for those services.
-
Telecommunications Infrastructure
The infrastructure that facilitates the carriage of signals between defined
network termination points via cable connections, microwave systems,
optical or other electro-magnetic means.
- Internet Resources
Any Internet identifiers distributed via Regional Internet Registries.
Currently these are IPv4 address space, IPv6 address space and Autonomous
System
Numbers.
Article 2 - General
2.1 The RIPE NCC Standard Service Agreement or other agreement between the
RIPE NCC and a Contributor shall come into effect by means of an offer
and an acceptance.
2.2 The Contributor shall ensure to send the RIPE NCC at least one hard
copy of the RIPE NCC Standard Service Agreement, signed by an authorised
representative
of the Contributor, as well as an extract from the Commercial Trade Register
or equivalent document proving the registration of the Contributor's business
with the national authorities. The RIPE NCC shall not commence the provision
of the RIPE NCC services until these documents have been received.
2.3 The RIPE NCC reserves the right to amend and/or supplement the RIPE
NCC Standard Terms and Conditions. The RIPE NCC shall notify the Contributor
at least one month prior to any such amendment or supplement coming into
effect.
Article 3 - Rights and Obligations
3.1 The Contributor acknowledges and accepts that it has obtained the right
to use and the obligation to pay for the RIPE NCC services in accordance
with this agreement.
3.2 The fees due for the services shall be in accordance with the current
version of the RIPE NCC Charging
Scheme as approved by the membership
at the RIPE NCC
General Meeting.
3.3 The Contributor acknowledges and accepts that it shall automatically
become a candidate-member of the RIPE NCC by signing the RIPE NCC Standard
Service
Agreement, unless there are statutory provisions imposed upon the Contributor
that prohibits the Contributor from becoming a candidate-member of the
RIPE NCC. In the latter case, the Contributor shall notify the RIPE NCC
immediately
when the Contributor becomes aware of such a situation.
3.4 The Contributor acknowledges applicability of, and adheres to,
the Regional Internet Registry (RIR) policies and procedures as outlined
in the policy documents that can be found on http://www.ripe.net.
See also Article 9.4.
Article 4 - Membership
4.1 The Contributor may be a natural person or a legal entity. The Contributor
will be a member of the RIPE NCC association with the restrictions as described
in the RIPE NCC Articles
of Association, Article 3. If any of these restrictions
apply to the Contributor, the Contributor will notify the RIPE NCC immediately.
4.2 During the first six (6) months after which the legal entity or natural
person concerned has entered into the RIPE NCC Standard Service Agreement
the Contributor concerned is candidate-member of the RIPE NCC association.
After
said period of six (6) months the candidate-membership of the association
will be converted into a normal membership with the restrictions as described
in
the RIPE NCC Articles of Association, Article 3.
4.3 Unless otherwise stated candidate-members shall have the same rights
and obligations as members.
Article 5 - Payment
5.1 The Contributor shall owe the RIPE NCC a service fee and a sign-up fee.
The sign-up fee is a one-time payment and shall be immediately due when
the Contributor concludes the RIPE NCC Standard Service Agreement with the
RIPE
NCC.
5.2 The Contributor's obligation to pay these fees shall commence
on the day on which the RIPE NCC Standard Service Agreement is concluded.
5.3 The Contributor shall make the payment to the RIPE NCC within 30
days of date of invoice, failing which the Contributor shall be in
default with
no
notice of default being required.
5.4 With effect from the day on which the Contributor defaults on its
payment obligations, the Contributor shall owe the RIPE NCC the statutory
rate
of interest on the amounts unpaid as well as a late payment fee.
In addition, the Contributor
shall reimburse the RIPE NCC for the extra-judicial collection costs,
without prejudice to any other of the RIPE NCC's rights which it
may invoke against
the Contributor in connection with the latter's failure to effect
(timely) payment.
5.5 The Contributor may not postpone its payment obligations or offset
any of its own claims against the RIPE NCC.
5.6 In addition to this Article 5, the Contributor adheres
to the documented payment procedures for the services of the
RIPE NCC as specified in the current version of the RIPE
NCC Billing Procedure and Fee Schedule.
Article 6 - Clearing House
6.1 In any given year the financial surplus or deficit of the RIPE NCC
is accounted for in a separate reserve of the RIPE NCC called the Clearing
House.
6.2 The Clearing House may equal a maximum of three times the total amount
of the RIPE NCC service fees in the relevant financial year. If and when
the previously mentioned maximum is exceeded, the RIPE NCC Clearing House
Procedure
is executed, in the year following the relevant financial year.
6.3 The Clearing House procedure stipulates that the excess amount shall
be returned to the Contributors in proportion to the level of the service
fees
paid in the relevant financial year and the two previous years. This
excess amount shall be credited to the Contributor on the service fee of the
year
following the year that the Clearing House procedure has taken place.
6.4 Only the Contributors that have fulfilled the service fee payment
for the relevant financial year take part in the Clearing House procedure.
6.5 In the event the RIPE NCC Standard Service Agreement is terminated
in the financial year referred to in Article 6.2, the Contributor
will not participate
in the Clearing House procedure.
Article 7 – Liability
7.1 The Contributor shall be liable for all aspects of its use of the services
offered by the RIPE NCC. The Contributor shall also be liable for all aspects
of its use and all that ensues from its use of the Internet Resources.
7.2 The RIPE NCC excludes all liability for any direct or indirect damages,
including damages to the Contributor's business, loss of profit, damages
to third parties, personal injury or damages to property, except in cases
involving
wilful misconduct or gross negligence on the part of the RIPE NCC or its
management.
7.3 The RIPE NCC shall, in any event, not be liable for damages caused
by a failure to make the Internet Resources available (on time), or for
damages
in any way connected with the use of the Internet Resources.
7.4 The RIPE NCC shall, in any event, not be liable for damages caused
by (the incorrect) operation of the (external) Telecommunications Infrastructure
and
related peripheral equipment along and over which the RIPE NCC services
must
necessarily be carried.
7.5 The RIPE NCC shall, in any event, not be liable for non-performance
or damages due to force majeure, including but not limited to industrial
action,
strikes, occupations and sit-ins, blockades, embargoes, governmental
measures, denial of service attacks, war, revolutions or comparable situations,
power
failures, defects in electronic lines of communication, fire, explosions,
damage caused by water, floods and earthquakes.
7.6 The Contributor shall indemnify the RIPE NCC against any and all
third party claims filed against the RIPE NCC in relation to the
Contributor’s
use of the RIPE NCC services.
7.7 In any event the RIPE NCC’s liability shall be limited to a maximum
amount equivalent to the Contributor’s annual contribution of
the relevant financial year.
Article 8 – Term and Termination
8.1 The RIPE NCC Standard Service Agreement shall be entered into
for an indefinite period of time, unless terminated by either party
with a notice period of
three months. Notice shall be in writing and sent to the other party by
electronic or regular mail.
8.2 Without prejudice to the provisions contained in the RIPE NCC
Standard Service Agreement, the RIPE NCC shall be entitled to terminate
said Agreement
with immediate effect, without being liable to pay damages to the Contributor
and without prejudice to the RIPE NCC’s right to claim (additional)
damages from the Contributor:
- a. if an application has been or is filed for the Contributor's
bankruptcy or for a suspension of payments (moratorium).
- b. if the Contributor goes into liquidation or becomes insolvent.
- c. if the Contributor in any way acts or neglects to act such
as to cause damage to the name, trademarks or intellectual property
rights of the
RIPE NCC.
- d. if the Contributor fails to observe any rule of applicable
law, which should be adhered to by the Contributor and which,
in the
opinion of
the RIPE NCC,
is of such a nature as to justify immediate termination.
- e. if the Contributor is in default of payment as outlined in
Article 5.3, and in addition fails to pay such contribution fees
and/or
costs within
14 days after the date of default.
- f. on the day on which the Contributor's membership of the RIPE
NCC association terminates.
- g. if the Contributor fails to submit to the RIPE NCC an extract
from the Commercial Trade Register or equivalent
document proving the registration
of the Contributor's
business with the national authorities.
8.3 Upon termination of the RIPE NCC Standard Service Agreement, the
Contributor shall return at first request any unassigned (unassigned
as in accordance with the current policies and procedures documents
referred to in Article 9.4) Internet Resources to the RIPE NCC.
Article 9 - Miscellaneous
9.1 Without the RIPE NCC's prior written consent, the Contributor
shall not be permitted to assign to third parties any rights or obligations
that arise
from the RIPE NCC Standard Service Agreement.
9.2 If any provision contained in the RIPE NCC Standard Service
Agreement is held to be invalid by a court of law, this shall not
in any way affect
the
validity of the remaining provisions.
9.3 The RIPE NCC’s intellectual property (agreements, documents,
software, databases, website, etc.) may only be used, reproduced
and made available to
third parties upon prior written authorisation from the RIPE NCC.
9.4 All the documents referred to in the RIPE NCC Standard Service
Agreement and the RIPE NCC Standard Terms and Conditions are publicly
available
from the RIPE NCC document store. These documents, which may be revised
and
updated from time to time, form an integral part of and apply fully
to the RIPE NCC
Standard Service Agreement. Each revised document will receive a new
document number and can be found on http://www.ripe.net.
Below is a list of documents referred to in the RIPE NCC Standard Terms and
Conditions:
Article 10 - Governing Law
10.1 All agreements between the RIPE NCC and the Contributor shall
be exclusively governed by the laws of the Netherlands.
10.2 Any disputes which may arise from the RIPE NCC Standard Service
Agreement shall be settled in accordance with the RIPE
NCC Conflict Arbitration Procedure as adopted by the RIPE NCC Executive Board after consultation with the
RIPE NCC membership.
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