Article 1 — Scope and Application
1.1 These Terms and Conditions (“Terms”) apply to every offer, quotation, agreement, or delivery of products or services made by GooshCloud B.V., located at Eekmolenweg 18, 7241 CM Lochem, The Netherlands (“GooshCloud”), to any customer or contracting party (“Client”).
1.2 Any deviations from these Terms are valid only if explicitly agreed in writing by both parties.
1.3 Client’s own purchasing terms or other conditions are expressly rejected and do not apply, unless GooshCloud has accepted them in writing.
1.4 If GooshCloud provides third-party products, software, or services to the Client, the respective third-party conditions may apply. GooshCloud will make reasonable efforts to inform the Client of such terms. If the Client is granted access or use of such third-party components, those third-party terms take precedence over any conflicting provisions in these Terms.
1.5 If any third-party terms are deemed inapplicable or invalid, these GooshCloud Terms remain fully applicable.
1.6 If any provision of these Terms is invalid or becomes unenforceable, the remaining provisions remain in effect. The invalid provision will be replaced by a legally valid clause that reflects the original intent as closely as possible.
1.7 In case of conflict between the agreement and these Terms, the agreement prevails unless explicitly stated otherwise. If internal sections of these Terms conflict, the earlier numbered section prevails unless explicitly agreed otherwise.
Article 2 — Offers and Quotations
2.1 All offers, brochures, quotations, price proposals, or other information provided by GooshCloud are non-binding unless explicitly stated otherwise in writing.
2.2 Client is responsible for ensuring that all information provided to GooshCloud for the purpose of preparing an offer is complete and accurate. GooshCloud is not liable for errors or cost impacts resulting from incorrect or incomplete information supplied by Client.
Article 3 — Pricing and Payment Conditions
3.1 All prices are stated in euros (EUR), exclusive of VAT and exclusive of any other governmental levies, unless expressly stated otherwise.
3.2 A budget, cost estimate, or indicative calculation provided by GooshCloud shall never be considered a fixed price unless explicitly confirmed in writing as a fixed or “all-in” price.
3.3 If the Client consists of multiple individuals or legal entities, each is jointly and severally liable for the Client’s obligations under the agreement.
3.4 GooshCloud’s administrative records serve as full proof of the services performed and amounts due, subject to Client’s right to submit contrary evidence.
3.5 For ongoing services or periodic fees, GooshCloud may adjust prices annually or according to an agreed index or formula. If no mechanism is specified, GooshCloud may adjust prices with at least three (3) months’ written notice. If the Client does not agree with an adjustment, the Client may terminate the affected service in writing with one (1) month’s notice, effective from the date the new prices take effect.
3.6 Invoices must be paid within the payment term stated on the invoice. If no term is stated, a standard term of fourteen (14) days applies. Payments must be made without deduction, suspension, or set-off.
3.7 If the Client does not pay on time, the Client automatically owes statutory commercial interest. If payment remains outstanding after a reminder, GooshCloud may engage a collection agency, and the Client must reimburse all reasonable extrajudicial and judicial collection costs.
Article 4 — Duration and Termination of Agreements
4.1 If the agreement involves an ongoing service, it is valid for the term agreed in writing. If no term is defined, the default contract term is twelve (12) months.
4.2 Unless otherwise stated, agreements concluded for a fixed term renew automatically for successive twelve (12)-month periods unless either party terminates the agreement in writing with at least three (3) months’ notice before the end of the current term.
4.3 Notice of termination (opzegging) must be provided in writing and does not release the Client from any existing payment obligations.
Article 5 — Confidentiality
5.1 Both parties must treat all information received from the other party that is marked or reasonably understood as confidential as strictly confidential. Such information may be used only for the execution of the agreement.
5.2 Confidential information may be disclosed if required by law, governmental order, or court decision. The receiving party must notify the other party where legally permitted.
5.3 All software, documentation, configurations, and internal processes of GooshCloud are confidential and contain proprietary information and trade secrets.
Article 6 — Data Protection and Client Data
6.1 Client must comply with applicable data protection laws (including GDPR). If requested, Client must provide GooshCloud with documentation showing how Client fulfills these obligations.
6.2 Client is the controller for all personal data processed via GooshCloud’s services and indemnifies GooshCloud against claims from third parties relating to such data unless caused by GooshCloud’s proven misconduct.
6.3 Client guarantees that all data stored or processed through GooshCloud services is lawful and non-infringing. Client indemnifies GooshCloud against claims from third parties concerning such data.
6.4 If GooshCloud must perform work relating to Client data because of legal demands, governmental requests, audits, or similar obligations, GooshCloud may charge the Client for the related costs.
6.5 If GooshCloud acts as a data processor on behalf of the Client, the GooshCloud Data Processing Agreement (DPA) applies, as included in Section 2 of these Terms.
Article 7 — Security and Compliance
7.1 GooshCloud will take reasonable technical and organizational security measures that are appropriate considering the nature of its services. Unless explicitly guaranteed, GooshCloud does not warrant that security is flawless or that incidents will never occur.
7.2 Client is responsible for securing its own systems, credentials, software, networks, and access points.
7.3 Client must follow all reasonable security instructions given by GooshCloud, including password policies, MFA requirements, update guidelines, and responsible-use constraints.
7.4 If a security risk or incident occurs, the Client must cooperate with GooshCloud, including providing logs, access, and relevant information.
SECTION 2 — STANDARD DATA PROCESSING CLAUSES
(Applies only when GooshCloud acts as “Processor” for the Client)
Article 8 — Scope and Roles
8.1 This Section applies whenever GooshCloud processes personal data on behalf of the Client in the capacity of a Processor, and the Client acts as the Controller under the General Data Protection Regulation (GDPR).
8.2 Processing activities will only be performed for the purpose(s) defined in the agreement between GooshCloud and the Client. GooshCloud will not process personal data for its own purposes.
Article 9 — Instructions and Compliance
9.1 GooshCloud processes personal data solely in accordance with the Client’s documented instructions, unless EU or Member State law requires otherwise.
9.2 Client warrants that it has a lawful basis for all processing activities and that its instructions are compliant with GDPR and all other applicable data protection laws.
9.3 If any instruction appears unlawful or technically infeasible, GooshCloud will inform the Client without obligation to perform the instruction until it is clarified.
Article 10 — Confidentiality
10.1 GooshCloud ensures that all persons authorized to process personal data are bound by a confidentiality obligation, either contractual or statutory.
10.2 Access to personal data is restricted to personnel who require it for their duties.
Article 11 — Security Measures
11.1 GooshCloud implements appropriate technical and organizational measures to secure personal data against loss, unauthorized access, and unlawful processing. Such measures include, where appropriate:
Access controls and MFA
Network segmentation
Encryption of data in transit
Secure logging and monitoring
Logical separation of customer environments
Regular vulnerability assessments
Incident detection and response procedures
11.2 Client is responsible for determining whether GooshCloud’s security measures meet the Client’s legal requirements.
Article 12 — Subprocessors
12.1 GooshCloud may engage qualified third parties (“Subprocessors”) for specific processing tasks.
12.2 GooshCloud maintains a list of Subprocessors and will notify the Client of material changes. The Client may object on reasonable grounds related to data protection.
12.3 GooshCloud ensures Subprocessors are bound by written agreements that impose data protection obligations no less protective than those in this Section.
Article 13 — International Transfers
13.1 GooshCloud will not transfer personal data outside the European Economic Area (EEA) unless:
The destination country has an EU adequacy decision, or
Appropriate safeguards (e.g., standard contractual clauses) are in place, or
The Client has explicitly instructed GooshCloud to do so.
13.2 All additional measures required under EU law for international transfers will be applied when relevant.
Article 14 — Data Breach Notification
14.1 If a security incident occurs that leads to accidental or unlawful access, loss, alteration, or disclosure of personal data (“Data Breach”), GooshCloud will notify the Client without undue delay after becoming aware of it.
14.2 Such notification will include, as reasonably available at the time:
Nature and scope of the breach
Categories of affected data
Likely consequences
Measures taken to mitigate or resolve the incident
14.3 Client is responsible for any legally required notifications to supervisory authorities or affected individuals unless explicitly agreed otherwise.
Article 15 — Assistance to the Client
15.1 GooshCloud will reasonably assist the Client, at the Client’s cost, with fulfilling its obligations regarding:
Data subject access requests
Data protection impact assessments (DPIA)
Prior consultations with supervisory authorities
Demonstrating overall compliance
15.2 Client remains responsible for responding to data subjects unless GooshCloud has been expressly authorized to respond on the Client’s behalf.
Article 16 — Return and Deletion of Data
16.1 Upon termination or expiration of the agreement, and at the Client’s instruction, GooshCloud will either:
Return all personal data to the Client, or
Delete the personal data from its systems
unless continued storage is required by EU or Member State law.
16.2 GooshCloud may retain backups for the duration of its standard retention cycle, during which the data remains protected and inaccessible except for security or audit purposes.
Article 17 — Audit Rights
17.1 At the Client’s written request, GooshCloud will provide documentation demonstrating compliance with this Section.
17.2 If additional verification is required, the Client may conduct an audit once per calendar year, or more frequently if required by law or after a serious data incident.
17.3 Audits must:
Be announced at least 30 days in advance
Be performed during business hours
Not interfere unreasonably with GooshCloud’s operations
Be limited to what is necessary for GDPR validation
17.4 Costs of audits are borne by the Client.
Article 18 — Liability in Data Processing Context
18.1 Where GooshCloud acts as Processor, its liability for damages relating specifically to processing personal data is limited to the liability clause of the main agreement.
18.2 Client remains responsible for the lawfulness of the data it processes and stores using GooshCloud’s services.
Article 19 — Duration of Data Processing Terms
19.1 This Section remains effective as long as GooshCloud processes personal data on behalf of the Client, even after other parts of the agreement have ended.
SECTION 3 — SOFTWARE-AS-A-SERVICE (SaaS)
Article 20 — Nature of the SaaS Service
20.1 GooshCloud provides access to its cloud-based software platforms and applications (“SaaS Services”) via the internet. The Client is granted a non-exclusive, non-transferable right to use the SaaS Services during the term of the agreement.
20.2 Unless explicitly agreed otherwise, the SaaS Services are provided as a hosted, subscription-based service. The Client does not receive a software license or a copy of the underlying software; the software remains fully owned and controlled by GooshCloud.
20.3 GooshCloud may make functional, technical, or security-related modifications to the SaaS Services at any time, provided such changes do not materially reduce core functionality.
Article 21 — Availability and Service Levels
21.1 GooshCloud aims to provide high availability for its SaaS Services but does not guarantee uninterrupted access unless a specific Service Level Agreement (SLA) has been agreed in writing.
21.2 Planned maintenance that may affect availability will be announced in advance whenever reasonably possible. Emergency maintenance may be performed without prior notice.
21.3 Downtime caused by the following does not count as unavailability under any SLA:
Internet or network issues outside GooshCloud’s control
Failures caused by Client’s infrastructure, software, or integrations
Misuse, incorrect configuration, or unauthorized system changes by the Client
Force majeure events (as defined in Section 1)
21.4 If an SLA applies, the Client may be entitled to service credits as the sole and exclusive remedy for downtime or performance issues.
Article 22 — Client Responsibilities for SaaS Use
22.1 Client is responsible for maintaining its own internet connection, devices, operating systems, security settings, and browser environment necessary to access the SaaS Services.
22.2 Client must ensure that all credentials and access rights are kept secure. User accounts may not be shared unless explicitly allowed.
22.3 The Client is fully responsible for the actions of all users under its account, including employees, contractors, and third parties.
22.4 Client must not:
Attempt to copy, modify, reverse-engineer, or decompile the SaaS Services
Use the SaaS Services for unlawful purposes
Upload malicious code, viruses, or harmful data
Use the SaaS Services in ways that cause instability or disproportionate load
22.5 GooshCloud may suspend access if the Client’s usage poses a security risk, violates laws, harms GooshCloud systems, or breaches these Terms. Access will be restored once the issue is resolved.
Article 23 — Data Within the SaaS Environment
23.1 All data entered, stored, or created by the Client within the SaaS Services remains under the Client’s ownership. GooshCloud does not claim ownership over Client data.
23.2 Client is responsible for ensuring that the data it uploads is lawful, complete, and non-infringing.
23.3 GooshCloud will not access Client data except when necessary for:
Support or troubleshooting
Security monitoring
Fulfilling legal obligations
Maintaining system integrity
Executing the Client’s own instructions
23.4 Unless otherwise agreed, the Client is responsible for exporting or backing up its own data.
Article 24 — Updates, Improvements, and Feature Changes
24.1 GooshCloud continuously improves its SaaS Services and may roll out updates automatically. These may include performance enhancements, bug fixes, new features, or security updates.
24.2 GooshCloud may discontinue legacy features that are outdated, insecure, or technically obsolete, provided that such discontinuation does not materially impact core service functionality.
24.3 Major changes that materially impact workflows will be communicated in advance whenever reasonably possible.
Article 25 — Support
25.1 GooshCloud provides standard support for the SaaS Services during business hours unless otherwise agreed in a dedicated support or SLA contract.
25.2 Support includes:
Assistance with the use of the SaaS Services
Incident reporting
Basic troubleshooting
25.3 Support does not include:
Training or consultancy (unless agreed separately)
Custom development or integrations
Support for Client-managed hardware or software
On-site support (unless contractually agreed)
25.4 Additional support services can be purchased separately according to GooshCloud’s prevailing rates.
Article 26 — Termination of SaaS Services
26.1 Upon termination or expiration of the agreement, access to the SaaS Services will be disabled unless otherwise agreed.
26.2 Client may request export of its data within the period specified in the agreement. If no period is defined, GooshCloud will retain data for 30 days after termination before deletion.
26.3 A reactivation fee may apply if the Client wishes to restore access after termination.
SECTION 4 — SOFTWARE LICENSING
Article 27 — Grant of License
27.1 If GooshCloud provides software other than SaaS (e.g., installable software, scripts, tools, configurations), the Client receives a non-exclusive, non-transferable, non-sublicensable license to use that software for the duration and scope defined in the agreement.
27.2 The license does not transfer ownership. All intellectual property rights remain fully with GooshCloud or its licensors.
27.3 Unless explicitly agreed otherwise, the license is solely for internal business use by the Client.
27.4 Client may only use the software on the environment or devices specified in the agreement or documentation.
Article 28 — License Restrictions
28.1 Client must not:
Copy or distribute the software
Sell, sublicense, rent, or lease the software
Reverse-engineer, decompile, or attempt to extract source code
Modify, adapt, or create derivative works
Remove or obscure copyright notices or digital identifiers
Use the software in violation of applicable law
28.2 Any unauthorized use automatically terminates all granted rights. GooshCloud may suspend or disable the software if misuse is detected.
Article 29 — Delivery and Installation
29.1 GooshCloud will deliver the software in the manner agreed (e.g., download link, deployment package, repository, or direct installation).
29.2 Installation, configuration, or integration services are only included if explicitly agreed in the agreement or an implementation plan.
29.3 Client is responsible for preparing its environment, systems, hardware, and networks to meet technical requirements specified by GooshCloud.
Article 30 — Updates, Patches, and New Versions
30.1 GooshCloud may provide updates, security patches, or improvements. These may be delivered automatically or manually.
30.2 Unless agreed otherwise:
Minor updates are included
Major upgrades or new product versions may require a new agreement or additional fees
30.3 GooshCloud is not obligated to support outdated versions once newer versions have been released, unless a separate long-term support agreement exists.
Article 31 — Verification and License Checks
31.1 GooshCloud may implement technical mechanisms for validating whether the software is used according to the agreed license.
31.2 Client must allow GooshCloud to review usage data in an automated manner. Manual audits require reasonable prior notice and must not unreasonably disrupt Client operations.
31.3 If excessive or unauthorized usage is identified, the Client must immediately correct it and may be required to pay additional fees.
Article 32 — Warranty and Software Quality
32.1 GooshCloud warrants that the delivered software will, at the time of delivery, operate in substantial conformity with the documentation.
32.2 Unless explicitly agreed otherwise:
The warranty period is 30 days from delivery
The warranty does not cover defects caused by misuse, modifications, or external factors
32.3 GooshCloud does not guarantee that the software will be error-free, uninterrupted, compatible with all systems, or suitable for Client’s specific requirements unless expressly stated.
Article 33 — Intellectual Property Rights
33.1 All intellectual property rights—including copyrights, database rights, trade secrets, patents, trademarks, designs, and all derivative rights—remain the exclusive property of GooshCloud or its licensors.
33.2 No provision in these Terms or the Agreement shall be interpreted as transferring any intellectual property rights to the Client.
33.3 Client must immediately notify GooshCloud if any third party claims that the software infringes rights.
33.4 If an infringement claim arises, GooshCloud may, at its discretion:
Modify the software
Replace the software with non-infringing alternatives
Obtain a license on behalf of the Client
If none of the above is feasible: terminate the license (with refund of unused prepaid fees)
This constitutes the Client’s sole remedy for IP claims.
Article 34 — End of License
34.1 The license ends automatically upon termination or expiration of the agreement, unless renewed or extended in writing.
34.2 Upon termination, the Client must:
Stop using the software immediately
Delete all copies in its possession
Upon request, certify in writing that deletion was completed
34.3 GooshCloud may disable functionality remotely once the license ends.
SECTION 5 — SOFTWARE & WEBSITE DEVELOPMENT
Article 35 — Scope of Development Work
35.1 When GooshCloud develops custom software, applications, scripts, integrations, websites, dashboards, or any other digital solution (“Custom Development”), the scope of the work is defined exclusively in the written agreement, proposal, or project plan.
35.2 Only the functionalities explicitly stated in the agreed documentation are included. Any additional functionality or changes requested by the Client will be treated as change requests and may require additional fees.
35.3 GooshCloud performs development on a best-effort basis unless a specific result is guaranteed in writing.
Article 36 — Project Execution and Cooperation
36.1 Client must provide GooshCloud with all relevant data, access, test accounts, content, APIs, documentation, and decisions required to execute the project.
36.2 Delays caused by missing information, slow communication, or late approvals from the Client extend all delivery deadlines accordingly.
36.3 GooshCloud may assign subcontractors or specialists to the project when necessary, without requiring prior approval from the Client, unless explicitly agreed otherwise.
36.4 The Client is responsible for timely review and confirmation of deliverables, prototypes, demos, or milestones.
Article 37 — Project Phases, Deliverables & Acceptance
37.1 Development work may be executed in phases such as:
Design / UX
Technical architecture
Programming
Integration
Testing
Delivery
unless otherwise specified.
37.2 Once a deliverable or milestone is provided for testing, the Client must review it within 10 business days. If no written feedback is provided within this timeframe, the deliverable is considered accepted by default.
37.3 Acceptance may only be reasonably withheld for material deviations from the agreed specifications. Minor imperfections that do not hinder overall use do not justify rejection; they will be repaired in subsequent updates.
37.4 After acceptance, the deliverable is considered contractually completed. Any further enhancements or corrections will be billed as additional work unless they fall within warranty obligations.
Article 38 — Changes and Additional Work
38.1 Any change requested by the Client after the agreement is formed—such as extra features, redesigns, integrations, new modules, or altered specifications—is considered additional work.
38.2 GooshCloud will provide a cost estimate before performing additional work unless the Client instructs GooshCloud to proceed immediately.
38.3 Delays caused by change requests are not attributable to GooshCloud.
38.4 Additional work is billed according to GooshCloud’s prevailing hourly rates or fixed-fee agreements.
Article 39 — Intellectual Property in Custom Development
39.1 Unless explicitly agreed otherwise in writing, all intellectual property rights related to custom-built software, code, scripts, designs, and related materials remain the exclusive property of GooshCloud.
39.2 After final payment, the Client receives a non-exclusive, non-transferable right to use the developed product for its internal business operations.
39.3 If full IP transfer is explicitly purchased, such transfer applies only after:
Full payment of all project fees, and a signed IP transfer agreement
Payment of any additional fees associated with IP transfer
39.4 GooshCloud retains the right to reuse general know-how, techniques, methodologies, libraries, and components created during the project.
Article 40 — Warranty on Custom Development
40.1 GooshCloud provides a warranty period of 30 days after acceptance during which material defects will be corrected at no additional cost, provided that:
The defects are reproducible,
They originate from GooshCloud’s code, and
They align with the originally agreed specifications.
40.2 The warranty does not apply to:
New requests or changes beyond the original scope
Issues caused by third-party systems or APIs
Misuse or unauthorized modifications by the Client
Problems caused by infrastructure outside GooshCloud’s control
40.3 After the warranty period, all fixes, maintenance, and enhancements are billed as separate services unless a maintenance agreement exists.
Article 41 — Third-Party Components
41.1 If the development relies on third-party technologies (e.g., APIs, plugins, libraries, frameworks, licenses), the Client is responsible for any associated license costs unless agreed otherwise.
41.2 GooshCloud is not liable for failures caused by third-party components or changes in third-party systems, APIs, or integrations.
41.3 If such third-party changes require modifications to the custom software, such work will be billed as additional services.
Article 42 — Delivery of Source Code
42.1 GooshCloud is not obligated to deliver source code unless explicitly agreed in writing.
42.2 If source code delivery is agreed, the Client receives it under the same license restrictions stated in this section and Section 4.
42.3 If the Client modifies the source code, GooshCloud’s warranty and support obligations immediately cease.
Article 43 — Hosting of Custom Software
43.1 If GooshCloud hosts the developed application or website, Section 10 (Hosting) applies.
43.2 Hosting fees, infrastructure costs, and support are not included in development fees unless explicitly bundled.
Article 44 — Completion and Termination of Development Projects
44.1 A project is considered complete when the final version is accepted or deemed accepted based on these Terms.
44.2 If the Client terminates the development agreement early:
All completed work must be paid
All scheduled work already initiated must be paid
No refunds apply on prepaid hours or phases already delivered
44.3 GooshCloud may suspend development work if:
Invoices remain unpaid
The Client fails to provide timely input
Security or compliance risks occur
SECTION 6 — SOFTWARE MAINTENANCE & SUPPORT
Article 45 — Scope of Maintenance Services
45.1 If the Client purchases software maintenance (“Maintenance Services”), GooshCloud will provide updates, fixes, corrections, improvements, and technical support for the software as defined in the agreement.
45.2 Maintenance Services apply only to software explicitly covered in the agreement. Services for other software, custom components, or third-party products require separate arrangements or will be billed as additional work.
45.3 Maintenance Services do not guarantee that the software will always function without interruption or errors.
Article 46 — Types of Maintenance
46.1 Maintenance Services may include one or more of the following:
a. Corrective maintenance
Fixing defects and errors in the software that prevent normal operation.
b. Preventive maintenance
Applying updates, patches, or adjustments to prevent issues or improve performance.
c. Adaptive maintenance
Modifying the software to remain compatible with new versions of operating systems, browsers, APIs, or hardware—only if explicitly agreed in the contract.
d. Perfective maintenance
Improvements, optimizations, or enhancements—only included when explicitly agreed.
46.2 Any maintenance outside the defined scope will be billed as additional services.
Article 47 — Support Services
47.1 Support consists of answering questions regarding the use of the software and assisting with common user-level issues.
47.2 Unless explicitly agreed otherwise, support is available during GooshCloud’s standard business hours.
47.3 Support does not include:
On-site assistance
Training (unless agreed separately)
Resolving issues caused by improper use or third-party interference
Debugging custom code not developed by GooshCloud
Network, hosting, or hardware problems outside GooshCloud’s infrastructure
Problems caused by Client’s internal systems
47.4 Complex issues or requests that fall outside basic support will be billed separately as consultancy or custom development.
Article 48 — Response Times
48.1 GooshCloud will make reasonable efforts to respond to support requests in a timely manner, but response times may vary depending on workload and urgency unless a specific SLA has been agreed.
48.2 Without an SLA, GooshCloud does not guarantee specific response or resolution times.
48.3 If an SLA exists, service levels are exclusively governed by the SLA document, and service credits (if any) are the Client’s sole remedy.
Article 49 — Client Responsibilities for Maintenance
49.1 Client must provide GooshCloud with access, credentials, logs, error descriptions, screenshots, and all information reasonably required for diagnosis.
49.2 Client must ensure that its own infrastructure—including servers, networks, firewalls, databases, APIs, and endpoints—is functioning properly and meets required specifications.
49.3 GooshCloud may suspend maintenance services if:
The Client is using outdated software versions against advice
The environment is insecure or unstable
Invoices remain unpaid
The Client refuses required updates or security patches
Article 50 — Third-Party Dependencies
50.1 GooshCloud is not responsible for failures caused by:
Third-party APIs
External hosting providers
External DNS or mail services
Third-party libraries or frameworks
Changes by third-party vendors
50.2 If third-party changes require adaptation of the software, such work will be billed as additional services unless explicitly included in an adaptive maintenance agreement.
50.3 GooshCloud does not guarantee backward compatibility if external systems change.
Article 51 — Updates and Patches
51.1 GooshCloud may release updates or patches periodically to improve the software, fix issues, or address security needs.
51.2 Client must allow updates to be applied. Refusing updates may void warranties and support obligations.
51.3 Critical security updates may be installed automatically without prior notice to protect system integrity.
Article 52 — End of Life (EOL) and Discontinuation
52.1 When software or a component reaches end of life, GooshCloud may discontinue support for that version or module.
52. GooshCloud will notify the Client of EOL as early as reasonably possible.
52.3 The Client is responsible for migrating to a newer version if required. Migration work may incur additional fees.
Article 53 — Liability for Maintenance Services
53.1 GooshCloud’s liability regarding maintenance is limited to the obligations explicitly described in the agreement and these Terms.
53.2 GooshCloud is not liable for:
Data loss caused by hardware failure, user actions, or third-party systems
Disruptions caused by updates that were necessary for security or stability
Damages resulting from unsupported environments or improper use
53.3 The general liability limitations described in Section 1 apply fully to Maintenance Services.
SECTION 7 — CONSULTANCY & ADVISORY SERVICES
Article 54 — Nature of Consultancy Services
54.1 GooshCloud provides advisory, consultancy, audit, assessment, strategic, technical, and compliance-related services, including but not limited to:
NIS2 readiness and compliance consultancy
Security audits and cybersecurity assessments
Cloud infrastructure assessments
Business continuity and risk management consulting
IT governance, policy creation, and security framework support
Architecture and technical advisory
(collectively “Consultancy Services”).
54.2 Consultancy Services are performed on a best-effort basis unless a specific outcome is guaranteed in writing.
54.3 Advice provided by GooshCloud does not replace the Client’s responsibility for decision-making, compliance, or internal governance.
Article 55 — Client Responsibilities
55.1 Client must provide GooshCloud with full, accurate, and timely information required for Consultancy Services, including but not limited to:
Organizational structures, policies, processes
IT infrastructure documentation
Access to systems and personnel
Logs, audit trails, and risk information
55.2 If required information is not provided or is incomplete, GooshCloud may suspend work and adjust the timeline or fees accordingly.
55.3 Client remains fully responsible for:
Implementing recommendations
Managing risks
Achieving compliance (including NIS2, ISO, GDPR)\
Decisions made based on GooshCloud’s advice
Article 56 — Reports, Deliverables & Recommendations
56.1 GooshCloud may deliver consultancy outputs such as:
Reports
Maturity assessments
NIS2 readiness scans
Security audit results
Recommendations
Policies or documentation drafts
Technical designs or roadmaps
56.2 Unless stated otherwise, deliverables are intended for internal business use only and may not be shared externally without written permission from GooshCloud.
56.3 GooshCloud does not guarantee that implementation of recommendations will result in certification, regulatory approval, or full compliance, as many of these depend on Client actions and external factors.
56.4 Client acknowledges that consultancy output is based on the information provided at the time. If such information is incorrect, delayed, incomplete, or changes, conclusions and recommendations may no longer be valid.
Article 57 — Liability Related to Advice
57.1 GooshCloud is not responsible for:
Compliance failures resulting from the Client not implementing recommendation
Incidents arising from incorrect or incomplete information provided by Client
Third-party actions or negligence
Decisions made by the Client based on advisory output
57.2 The liability limitations from Section 1 apply fully to Consultancy Services.
57.3 GooshCloud’s consultancy may assist the Client with certification processes (such as NIS2-related assessments), but GooshCloud is not a certification authority and cannot guarantee certification by external auditors.
SECTION 8 — SECONDMENT / TEMPORARY STAFFING
Article 58 — Nature of Secondment Services
58.1 GooshCloud may provide temporary staff or specialists (“Seconded Personnel”) to work under the Client’s direction on IT, cloud, cybersecurity, or technical projects.
58.2 Seconded Personnel remain employees or subcontractors of GooshCloud. No employment relationship is formed between the Client and Seconded Personnel.
Article 59 — Control and Responsibilities
59.1 While performing work for the Client, Seconded Personnel may follow functional instructions from the Client but remain organizationally managed by GooshCloud.
59.2 Client must ensure a safe working environment and comply with all relevant laws, including occupational safety regulations.
59.3 Client may not engage Seconded Personnel directly or hire them without GooshCloud’s written consent. A fee may apply in case of takeover.
Article 60 — Absence and Replacement
60.1 If Seconded Personnel are absent due to illness, leave, or other reasons, GooshCloud is not obligated to provide a replacement unless the agreement specifically includes replacement terms.
60.2 If replacement is possible, GooshCloud will propose suitable alternatives. Additional costs may apply.
Article 61 — Liability in Case of Secondment
61.1 GooshCloud is not liable for operational errors, financial loss, or damages caused by Seconded Personnel acting under the Client’s direct supervision.
61.2 The Client indemnifies GooshCloud against claims by third parties resulting from work performed by Seconded Personnel under the Client’s direction.
SECTION 9 — TRAINING & EDUCATION
Article 62 — Scope of Training Services
62.1 GooshCloud provides training, workshops, masterclasses, or awareness programs, including but not limited to:
NIS2 compliance training
Cybersecurity & data governance training
Cloud infrastructure and security training
Policy and risk management workshops
62.2 Training may be delivered physically, online, or hybrid.
Article 63 — Training Materials & Intellectual Property
63.1 All training materials, handouts, slides, videos, exercises, and documentation remain the intellectual property of GooshCloud.
63.2 Unless explicitly permitted in writing:
Materials may not be copied or shared
Course content may not be reused for the Client’s own training programs
Recordings of sessions are not allowed
Article 64 — Scheduling, Cancellation & Attendance
64.1 Training dates agreed in advance are binding.
64.2 If the Client cancels a training:
More than 30 days before: no cancellation fee
15–30 days before: 50% of the fee is due
0–14 days before: full fee is due
64.3 GooshCloud may reschedule training in case of instructor illness or force majeure. A new date will be agreed without additional cost.
Article 65 — Certification & Results
65.1 Participation in training does not guarantee passing external exams or achieving compliance certifications unless explicitly stated.
65.2 GooshCloud trainers provide best-effort guidance but the Client remains responsible for implementation and compliance.
SECTION 10 — HOSTING & CLOUD SERVICES
Article 66 — Scope of Hosting Services
66.1 GooshCloud provides hosting, cloud computing, cloud servers, virtual machines, storage, network services, and related managed services (“Hosting Services”).
66.2 Unless explicitly agreed otherwise, Hosting Services are provided on a shared infrastructure model, where resources are logically isolated but part of GooshCloud’s multi-tenant architecture. Dedicated resources are available only when contracted as such.
66.3 Hosting Services include the following where applicable:
Provisioning of cloud servers or virtual machines
Allocation of compute, memory, and storage
Network access, routing, and firewall services
Optional managed services and support
Monitoring and security measures
Optional backup solutions
66.4 The scope of Hosting Services is strictly limited to what is specified in the agreement. Any additional work is billed separately.
Article 67 — Availability & Uptime
67.1 GooshCloud aims for high service availability. Actual uptime commitments apply only when defined in a Service Level Agreement (SLA).
67.2 The following do not count as downtime:
Scheduled maintenance
Emergency maintenance
Incidents caused by Client actions
Force majeure events
Network or internet issues occurring outside GooshCloud’s backbone
Failures caused by third-party systems or Client-side software
67.3 Without an SLA, Hosting Services are provided on a best-effort basis.
Article 68 — Maintenance & Infrastructure Changes
68.1 GooshCloud may perform maintenance to improve performance, security, or stability.
68.2 Scheduled maintenance will be communicated in advance where reasonably possible.
68.3 GooshCloud may make infrastructure improvements, upgrades, or changes at any time, provided these do not materially reduce agreed functionality.
Article 69 — Backups
69.1 Backups are performed only if included in the agreement. If backups are included:
Frequency, retention period, and restore guarantees are as defined in the agreement or SLA.
69.2 If backups are not included, the Client is responsible for its own backup and recovery strategy.
69.3 GooshCloud is not responsible for data loss if backups were not part of the agreed services.
Article 70 — Client Responsibilities in Hosting Services
70.1 The Client is responsible for:
Securing its own systems hosted on GooshCloud
The configuration and management of applications running on the infrastructure
Implementing proper access controls
Keeping software up to date
Ensuring compliance with laws, including NIS2, GDPR, export regulations, and copyright law
Preventing misuse by its users
70.2 Client must take reasonable measures to secure its environment, including:
Strong passwords and MFA
Regular updates
Malware protection
Secure configuration practices
70.3 GooshCloud may require the Client to implement security adjustments if necessary to ensure platform-wide integrity.
Article 71 — Prohibited Use
71.1 Hosting Services may not be used for:
Illegal activities
Hosting malware or malicious code
Spamming or abusive traffic
Cryptocurrency mining unless explicitly allowed
High-risk activities without prior written consent
71.2 GooshCloud may suspend or block services immediately in case of:
Security threats
Abuse reports
Legal complaints
Violations of acceptable use
Suspension does not relieve the Client of payment obligations.
Article 72 — Data & Content Responsibility
72.1 The Client is solely responsible for the data, content, software, and applications stored or hosted on GooshCloud infrastructure.
72.2 GooshCloud does not monitor content unless required for security or legal purposes.
72.3 If illegal or harmful content is detected or reported, GooshCloud may remove or block access pending investigation.
Article 73 — Liability for Hosting Services
73.1 GooshCloud’s liability for hosting-related damages is limited to the written SLA or, absent an SLA, to the general liability limitations in Section 1.
73.2 GooshCloud is not liable for:
Client configuration errors
Third-party software failures
Security incidents caused by weak Client passwords or poor practice
Data loss where no backup service has been contracted
Downtime outside GooshCloud’s control
SECTION 11 — HARDWARE LEASE
Article 77 — Lease Conditions
77.1 If GooshCloud leases hardware to the Client, the hardware remains the property of GooshCloud at all times.
77.2 Client must treat leased hardware with due care and in accordance with provided instructions.
Article 78 — Loss, Damage, and Repairs
78.1 Client is liable for all costs related to:
Loss
Theft
Damage
Misuse
78.2 Hardware repairs during the lease period are performed only by GooshCloud or authorized partners.
Article 79 — Return of Hardware
79.1 Upon termination of the lease, the Client must return the hardware in good and functional condition.
79.2 Cleaning, repair, and reconditioning costs may be charged to the Client if the hardware is returned in poor condition.
SECTION 12 — HARDWARE MAINTENANCE
Article 80 — Scope of Hardware Maintenance
80.1 Hardware maintenance may include:
Diagnostics
Repairs
Firmware updates
Replacement of defective parts
80.2 Only hardware explicitly covered by a maintenance contract is included.
Article 81 — Exclusions
81.1 Maintenance does not cover:
Consumables (batteries, cables, adapters, fans)
Wear-and-tear
Accidental damage
Misuse
Electrical faults outside the hardware
Article 82 — Replacement & Downtime
82.1 If replacement hardware is required, GooshCloud may provide temporary hardware at its discretion.
82.2 GooshCloud is not liable for downtime resulting from hardware failures unless explicitly stated in a support SLA.
SECTION 13 — FINAL PROVISIONS
Article 83 — Force Majeure
83.1 Neither party is liable for delays or failures caused by events beyond reasonable control, including but not limited to:
Power outages
Natural disasters
Cyberattacks
Deep infrastructure outages
Governmental actions
Strikes
Network backbone failures
83.2 Obligations are suspended for the duration of the force majeure event.
Article 84 — Assignment
84.1 Client may not transfer rights or obligations to a third party without written permission from GooshCloud.
84.2 GooshCloud may assign rights or obligations as part of a merger, acquisition, or restructuring.
Article 85 — Governing Law & Disputes
85.1 These Terms are governed exclusively by the laws of The Netherlands.
85.2 Disputes shall be submitted to the competent court in Gelderland, The Netherlands, unless mandatory law requires otherwise.
Article 86 — Entire Agreement
86.1 The agreement, together with these Terms and any appendices, constitutes the entire agreement between the parties and replaces all prior proposals or communications.
Article 87 — Contact Information
GooshCloud B.V.
Eekmolenweg 18
7241 CM Lochem
The Netherlands
