Terms & Conditions

1. Introduction and Acceptance

1.1 These Terms and Conditions (these “Terms”) govern access to and use of the Services provided by Boxd.

1.2 By creating an account, or by accessing or using the Services in any way, Customer agrees to be bound by these Terms.

1.3 If Customer does not agree to these Terms, Customer must not use the Services.

1.4 If Customer is a natural person accepting these Terms on behalf of a business or other entity, Customer represents that they have the authority to bind that entity, in which case “Customer” refers to that entity.

1.5 Where Boxd and Customer have entered into a separate written agreement that expressly refers to these Terms, that separate agreement prevails over these Terms to the extent of any conflict.

2. Definitions

2.1 “Agreement” means these Terms, together with the Acceptable Use Policy, the Privacy Policy, the Data Processing Agreement (where applicable), and any other document expressly incorporated by reference.

2.2 “Acceptable Use Policy” or “AUP” means Boxd’s acceptable use policy referred to in Article 6, as made available on the Boxd website and updated from time to time.

2.3 “Boxd”, “we”, “us” or “our” means Azin Tech Operating Company B.V. (KvK 99718340, RSIN 869104743, VAT NL869104743B01), with its corporate seat in Amsterdam and its registered office at Westerstraat 246-2, 1015 MT Amsterdam.

2.4 “Business Customer” means a Customer that is not a Consumer.

2.5 “Cluster” means the physical infrastructure location on which a Customer’s Virtual Machine runs (currently the European Union and the United States), as selected by Customer when provisioning.

2.6 “Confidential Information” has the meaning given in Article 13.1.

2.7 “Consumer” means a Customer who is a natural person acting for purposes outside their trade, business, craft or profession.

2.8 “Customer”, “you” or “your” means the person or entity that registers for and uses the Services.

2.9 “Customer Content” means any data, files, code or other content that Customer uploads to, stores on, or processes using a Virtual Machine.

2.10 “Data Processing Agreement” or “DPA” means the data processing agreement referred to in Article 8.2.

2.11 “Effective Date” means the date on which Customer first accepts these Terms by creating an account or otherwise using the Services.

2.12 “Fees” means the amounts payable by Customer for the Services, as set out in Article 5 and the pricing published on the Boxd website.

2.13 “Personal Data” has the meaning given in the Privacy Policy and, where applicable, in the GDPR.

2.14 “Privacy Policy” means Boxd’s privacy policy as made available on the Boxd website and updated from time to time.

2.15 “Services” means Boxd’s cloud virtual machine, agent-sandbox and related developer infrastructure services, made available on a pay-as-you-go basis.

2.16 “Virtual Machine” or “Instance” means a virtual or physical compute environment provisioned for Customer through the Services.

3. Eligibility, Consumers and Business Customers

3.1 The Services are available to both natural persons and businesses. Customer must be at least 18 years old (or the age of legal majority in Customer’s jurisdiction) and have the legal capacity to enter into these Terms.

3.2 No prior business registration or company account is required: individuals may register and use the Services in a personal capacity.

3.3 Where Customer qualifies as a Consumer, additional protections under Dutch and/or EU consumer-protection law apply, as reflected in the provisions of these Terms that specifically address Consumers (see, in particular, Articles 5.5, 5.7, 9 and 15.3). Nothing in these Terms limits any right Customer has as a Consumer as a matter of mandatory law.

4. The Services

4.1 Boxd provides on-demand access to cloud virtual machines, agent sandboxes and related developer infrastructure, provisioned on a self-service basis through the Boxd platform.

4.2 Customer may select the Cluster on which its Virtual Machine is hosted (currently the European Union or the United States). Boxd does not warrant that any specific Cluster will remain available, and may add, change or discontinue Clusters from time to time, subject to Article 15 (Changes to these Terms).

4.3 Boxd uses hardware-level isolation between Virtual Machines. As a result, Boxd does not have, and does not exercise, access to the content, configuration or activity within a Customer’s Virtual Machine, except as described in Article 4.4.

4.4 Boxd monitors network-level and infrastructure-level patterns of use (such as traffic volume, connection patterns and resource consumption) to detect abuse of the Services, including the activities listed in Article 6 (Acceptable Use). This monitoring does not involve inspection of the content of a Customer’s Virtual Machine.

4.5 Boxd will use commercially reasonable efforts to make the Services available, but does not guarantee uninterrupted or error-free operation.

4.6 Boxd may, for operational, security or legal reasons, temporarily suspend the Services in whole or in part, subject to Article 9 (Suspension and Termination).

5. Fees and Payment

5.1 The Services are provided on a pay-as-you-go, usage-based basis. There is no fixed subscription fee and no minimum purchase commitment, unless expressly agreed otherwise.

5.2 Fees are calculated based on Customer’s actual use of the Services, at the rates published on the Boxd website from time to time, and are charged in euro (EUR).

5.3 Fees are collected through Boxd’s payment processor, Stripe. Customer authorises Boxd (via Stripe) to charge Customer’s registered payment method for all Fees incurred.

5.4 All Fees are exclusive of VAT and other applicable taxes, which will be added where required by law.

5.5 Because the Services are billed on a usage basis and consumed as they are used, Boxd may adjust its published rates at any time, effective for usage from the date of the change onward. Where Customer is a Consumer, Boxd will not increase its rates within the first three months after the Effective Date without giving Customer the right to terminate the Agreement.

5.6 Given the pay-as-you-go nature of the Services, Fees already incurred for Services already provided are not refundable, except as required by mandatory law.

5.7 Where Customer is a Consumer, Customer may in principle have a statutory right to withdraw from the Agreement within 14 days without giving reasons (Section 6:230o et seq. of the Dutch Civil Code). Because the Services begin immediately upon use and are consumed as they are provided, Boxd intends to ask Customer to expressly request immediate performance and to expressly acknowledge the resulting loss of the right of withdrawal, as a distinct step at the point Customer first provisions a Virtual Machine.

6. Acceptable Use

6.1 Customer must use the Services in compliance with these Terms, the Acceptable Use Policy and all applicable law.

6.2 Without limiting the Acceptable Use Policy, Customer must not use the Services to: (a) store, process, transmit or distribute child sexual abuse material or any other content that is illegal under applicable law; (b) engage in cryptocurrency mining, compute farming, IP address farming or similar resource-abuse activity not authorised under the applicable pricing; (c) launch or participate in denial-of-service attacks or other network attacks; (d) conduct unauthorised scraping, port scanning or automated abuse of third-party systems; (e) infringe the intellectual property, privacy or other rights of any third party; or (f) attempt to gain unauthorised access to the Services, other customers’ Virtual Machines, or Boxd’s infrastructure.

6.3 Boxd may investigate suspected violations of this Article and take action under Article 9 (Suspension and Termination), including without prior notice where Article 9.3 applies.

6.4 Where Boxd becomes aware of content it is legally required to report to a competent authority (including, without limitation, suspected child sexual abuse material), Boxd may preserve, disclose and report such content and related account information to the relevant authority, notwithstanding Article 13 (Confidentiality) or any other provision of these Terms.

7. Customer Content and Intellectual Property

7.1 As between Boxd and Customer, Customer owns and retains all right, title and interest in and to Customer Content.

7.2 Customer grants Boxd a limited, non-exclusive licence to host, store, process and transmit Customer Content solely to the extent necessary to provide the Services to Customer.

7.3 As between Boxd and Customer, Boxd owns and retains all right, title and interest in and to the Services, including all underlying software, infrastructure and technology, and all related intellectual property rights. Nothing in these Terms transfers any such rights to Customer.

7.4 Boxd does not access, monitor or use the content of a Customer’s Virtual Machine other than as described in Articles 4.3 and 4.4, or as required to comply with applicable law or a valid order of a competent authority.

7.5 Customer is solely responsible for maintaining independent backups of Customer Content. Boxd is not responsible for any loss of, or damage to, Customer Content.

8. Data Protection and Privacy

8.1 Boxd processes personal data in accordance with the Privacy Policy, which forms part of these Terms.

8.2 To the extent Boxd processes personal data on behalf of Customer as a processor (for example, personal data of Customer’s own end users held within Customer’s Virtual Machine), the parties will enter into a Data Processing Agreement before such processing takes place, which will form part of these Terms upon execution.

8.3 Where Boxd engages sub-processors to provide the Services, details are set out in the Privacy Policy and/or the Data Processing Agreement.

9. Suspension and Termination

9.1 Either party may terminate the Agreement for convenience, at any time, given the usage-based nature of the Services, unless the parties have agreed otherwise (e.g. a fixed-term contract).

9.2 Boxd may suspend or terminate Customer’s access to the Services, in whole (Customer’s entire account) or in part (for example, one or more specific Virtual Machines), on reasonable prior notice, where: (a) Customer is in material breach of these Terms, the Acceptable Use Policy or the Agreement, and (where the breach is capable of remedy) has not remedied it within a reasonable period after notice; (b) Customer fails to pay Fees when due; or (c) continued provision of the Services to Customer would, in Boxd’s reasonable judgement, expose Boxd to legal or regulatory liability.

9.3 Notwithstanding Article 9.2, Boxd may suspend the Services, in whole or in part (including a specific Virtual Machine), immediately and without prior notice where Boxd reasonably believes this is necessary to: (a) prevent harm to Boxd, other customers, or third parties; (b) address an actual or suspected violation involving illegal content (including suspected child sexual abuse material) or a security threat; or (c) comply with a legal or regulatory obligation. Boxd will, where legally permitted and practicable, notify Customer of the suspension and the reason for it as soon as reasonably possible afterwards.

9.4 Upon termination of the Agreement, Customer’s right to access the Services ends, and Boxd may delete Customer Content after a reasonable retention period of thirty (30) days, save to the extent applicable law requires a different period.

9.5 Termination does not affect Fees already accrued, or any right or obligation that by its nature is intended to survive termination, including Articles 7.1, 10 through 14, and 17 through 19.

10. Warranties and Disclaimers

10.1 Boxd will provide the Services with reasonable skill and care.

10.2 Except as expressly stated in these Terms, the Services are provided “as is” and “as available”. To the maximum extent permitted by applicable law, Boxd disclaims all other warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

10.3 Boxd does not warrant that the Services will be uninterrupted, error-free or fully secure, or that they will meet Customer’s specific requirements.

10.4 Nothing in this Article limits any warranty that cannot be excluded or limited as a matter of mandatory law, including statutory conformity rights that apply where Customer is a Consumer.

11. Limitation of Liability

11.1 Nothing in these Terms excludes or limits either party’s liability for: (a) death or personal injury caused by its negligence or that of its personnel; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited as a matter of Dutch mandatory law, including liability for intent (opzet) or wilful recklessness (bewuste roekeloosheid) of that party’s management.

11.2 Subject to Article 11.1, Boxd’s total aggregate liability to Customer arising out of or in connection with the Agreement, whether in contract, tort or otherwise, is limited to the total Fees paid by Customer to Boxd in the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Subject to Article 11.1, neither party is liable to the other for any indirect or consequential loss, including loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of or damage to data, except that this Article 11.3 does not limit Customer’s liability under Article 12 (Indemnification).

11.4 Given that Boxd has no access to, and does not monitor, the content of Customer’s Virtual Machine (Article 4.3), Boxd is not liable for the content, legality, security or operation of anything Customer runs, stores or processes using the Services, except to the extent this results from Boxd’s own breach of these Terms.

11.5 Any claim under this Article 11 must be brought within twelve (12) months after Customer became, or should reasonably have become, aware of the facts giving rise to the claim, failing which the claim lapses.

12. Indemnification

12.1 Customer will indemnify and hold Boxd harmless against all reasonable third-party claims, damages, liabilities and costs (including reasonable legal fees) arising out of or in connection with: (a) Customer Content; (b) Customer’s use of the Services in violation of these Terms, the Acceptable Use Policy or applicable law; or (c) Customer’s violation of the rights of any third party.

12.2 The indemnity in this Article 12 is not subject to the limitation in Article 11.2, but the parties will ensure that the same loss is not compensated twice under both Article 11 and this Article 12.

13. Confidentiality

13.1 Each party will keep confidential all non-public information received from the other party in connection with the Agreement (“Confidential Information”) and will use it only to perform the Agreement.

13.2 A party may disclose Confidential Information to its affiliates, employees, professional advisers, and (where relevant) actual or prospective investors or acquirers, provided the recipient is bound by confidentiality obligations at least as protective as this Article, or where disclosure is required by law or a competent authority.

13.3 This Article does not apply to information that is or becomes publicly available other than through breach of this Article, was already known to the receiving party without restriction, is independently developed, or is lawfully received from a third party without restriction.

13.4 This Article survives termination of the Agreement for three (3) years.

14. Force Majeure

14.1 Neither party is liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including internet or power outages, acts of government, natural disasters, war, or failures of third-party infrastructure or hosting providers.

15. Changes to these Terms

15.1 Boxd may amend these Terms from time to time, for example to reflect changes to the Services, technology or applicable law.

15.2 Boxd will give Customer at least thirty (30) days prior notice of any material change, by posting the updated Terms on the Boxd website and/or by e-mail to the address on Customer’s account.

15.3 Where Customer is a Consumer and a change is materially detrimental to Customer, Customer may terminate the Agreement with effect from the date the change takes effect, by notifying Boxd before that date. Continued use of the Services after a change takes effect constitutes acceptance of that change.

16. Notices

16.1 Boxd may give notices to Customer by e-mail to the address on Customer’s account, or by posting a notice on the Boxd website or within the Services.

16.2 Customer may give notices to Boxd by e-mail to contact@boxd.sh, or by post to Boxd’s registered office set out in Article 19.

17. Miscellaneous

17.1 If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be replaced by a valid provision that most closely reflects its intended effect.

17.2 No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right.

17.3 Customer may not assign or transfer any right or obligation under these Terms without Boxd’s prior written consent. Boxd may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition or sale of assets.

17.4 These Terms, together with the documents referred to in Article 2.1, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements or understandings on that subject.

17.5 These Terms are drawn up in English. Where these Terms are made available in translation, the English version prevails in the event of any inconsistency.

18. Governing Law and Dispute Resolution

18.1 The Agreement is governed by the laws of the Netherlands, without regard to its conflict-of-laws principles.

18.2 Any dispute arising out of or in connection with the Agreement will be submitted to the competent court in Amsterdam, the Netherlands, without prejudice to any mandatory right of a Consumer to bring proceedings before the court of Consumer’s own place of residence, or any other mandatory consumer-protection rule of the jurisdiction in which Consumer is habitually resident.

18.3 Where Customer is a Business Customer, Boxd and Customer may agree in writing, on a case-by-case basis, to submit a dispute to the Netherlands Commercial Court (NCC) instead of the ordinary courts referred to in Article 18.2.

19. Contact Information

19.1 These Terms are entered into with Azin Tech Operating Company B.V. (KvK 99718340, RSIN 869104743, VAT NL869104743B01), with its corporate seat in Amsterdam and its registered office at Westerstraat 246-2, 1015 MT Amsterdam, trading as “Boxd”.

19.2 Questions about these Terms can be directed to contact@boxd.sh.