GENERAL TERMS AND CONDITIONS

  1. INTRODUCTION

 

  • Purpose of the Terms: These Terms and Conditions (“Terms”) govern the provision and use of products and services offered by Sifra Group BV, including but not limited to refurbished hardware, global professional services, and third-party maintenance (TPM) services (collectively, the “Services”). These Terms establish the general legal framework applicable to all customers, clients, and users engaging with Sifra, whether through direct communication, written agreements, or any informational content published or made accessible by Sifra.

 

  • Acceptance of Terms: By requesting, accepting, or utilizing any Services offered by Sifra, whether formally through a service agreement or informally through correspondence, inquiry, or quotation, the customer acknowledges that they have read, understood, and agreed to be bound by these Terms. If any party does not accept these Terms, they must refrain from initiating or continuing any engagement with Sifra. These Terms apply in addition to, and do not override, any specific written contracts executed between Sifra and its customers.

 

  • Applicability and Scope: These Terms apply to all customers, business entities, and users engaging with or procuring Sifra’s Services. Specific commercial terms—including pricing, scope of services, and service levels—will be governed by separate written agreements between Sifra and the respective customer. These Terms govern the general obligations, conduct, disclaimers, and rights applicable to all engagements, regardless of the medium through which the Services are discussed or advertised.

 

  1. ABOUT SIFRA AND ITS SERVICES

 

  • Company Overview: Sifra is an international service provider specializing in multi-vendor hardware and software solutions, with expertise in refurbished hardware sales, global professional service delivery, and comprehensive Third-Party Maintenance (TPM) support for network hardware, servers, and storage infrastructure. Sifra delivers services globally, with a focus on serving enterprise clients in Europe and other international jurisdictions.

 

  • Nature of Offerings: The Services offered by Sifra include but are not limited to hardware diagnostics and repair, component replacement, on-site and remote technical support, SLA-based maintenance programs, and the supply of quality-assured refurbished equipment. All Services are subject to availability, technical feasibility, and regulatory compliance, and are designed to meet the operational needs of commercial and institutional customers.

 

  • No Implied Offer or Binding Commitment: The display, publication, or communication of any information regarding Sifra’s Services, whether through brochures, proposals, digital platforms, or otherwise—shall not constitute an offer, commitment, or binding obligation to provide any particular product or service. Any commercial engagement shall only be deemed binding upon execution of a formal written agreement or order confirmation accepted by Sifra.

 

  • Informational Purpose of Communications: All publicly available materials, including brochures, website content, or marketing communications, are provided solely for informational purposes and shall not be construed as contractual representations, guarantees, or warranties. The terms and conditions governing any transaction or service delivery shall be exclusively as set forth in a separately executed service agreement, proposal, or purchase order between Sifra and the customer.

 

  1. ACCESS AND USE OF SERVICES INFORMATION

 

  • Permitted Use: Users may access and review publicly available information regarding Sifra’s Services for lawful internal business evaluation purposes only. All access to such information is conditional upon compliance with these Terms and any additional restrictions Sifra may publish or communicate from time to time.

 

  • Prohibited Conduct: Users shall not misuse, republish, redistribute, or modify any part of Sifra’s informational materials — including technical documentation, service descriptions, or commercial presentations — without Sifra’s prior written consent. Any attempt to copy, exploit, or reverse engineer Sifra’s service methodologies, pricing structures, or proprietary tools is strictly prohibited and may result in legal action.

 

  • Disclaimer of Availability and Modifications: All information provided by Sifra regarding its Services is subject to change without prior notice. Sifra reserves the right to update, suspend, or discontinue any service offering or related information at its sole discretion. No assurance is given that all Services will be available at all times or in all jurisdictions, and Sifra disclaims any liability for reliance on outdated, withdrawn, or modified materials.

 

  1. QUOTATIONS AND STOCKING TERMS

 

All quotations issued by Sifra are valid for a period of thirty (30) calendar days from the date of issuance, unless otherwise agreed in writing. Any changes to the equipment configuration, including part numbers, serial numbers, or system architecture, shall require a revised quotation. Quotations are based on the assumption that equipment is in working order and includes only items explicitly listed and priced. Upon confirmation of service, customers must provide complete configuration details for all devices to be covered. A thirty (30)-day stocking period applies to organize and deliver spare parts to designated stocking facilities.

 

  1. TRANSPORT, INSURANCE, AND IMPORT DUTIES

 

Unless otherwise agreed in writing, all costs related to transportation, insurance, import/export duties, and customs clearance are the sole responsibility of the customer. Sifra shall not be liable for delays, penalties, or additional costs resulting from the customer’s failure to arrange or pay for such obligations. Risk in the goods passes upon delivery to the carrier, and title remains with Sifra until full payment is received.

 

  1. DELIVERY, RETURN, AND FORCE MAJEURE

 

Delivery timelines will be mutually agreed upon in the relevant contract or quotation. Sifra shall not be liable for any failure or delay in performance arising from events beyond its reasonable control, including but not limited to acts of God, war, civil unrest, supply chain disruptions, or regulatory restrictions (“Force Majeure”). In such cases, performance timelines shall be adjusted accordingly. Customers who return hardware within a valid reflection period, where applicable, will receive a refund of the purchase price and initial delivery costs, but shall bear the cost of return shipping. Consumables, including manufacturer-defined items and batteries, are excluded from maintenance and non-returnable. Software, firmware, and licenses are the customer’s responsibility. Faults caused by improper software configuration, unsupported firmware, or third-party patches are expressly excluded from service coverage. Items not declared in the inventory or items faulty prior to contract commencement will be excluded or billed separately on a time-and-materials basis.

 

  1. PAYMENT TERMS, COLLECTION, AND LATE PAYMENT

 

Unless otherwise agreed in a Master Service Agreement (MSA), Sifra’s standard payment terms are Net 30 days from the date of invoice. Billing shall commence on a mutually agreed date, and partial months will be prorated based on a thirty (30) day calendar month. In the event of late payment, interest shall accrue at one-point-five percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. Customers shall also be responsible for all reasonable collection costs, including legal fees, incurred in recovering overdue amounts.

 

  1. RETENTION OF TITLE

 

Title to all goods, including refurbished hardware, shall remain with Sifra until full payment is received. In the event of non-payment, Sifra reserves the right to reclaim possession of any unpaid goods without further notice, without prejudice to its other legal remedies. The customer shall ensure that the goods remain identifiable and not encumbered or resold until payment is completed.

 

  1. WARRANTY AND EXCLUSIONS

 

Sifra provides a limited warranty on refurbished hardware for a period of twelve (12) months from the date of delivery, covering defects in materials and workmanship under normal use. This warranty excludes consumables, batteries, software, firmware, third-party patches, and issues resulting from misuse, neglect, unauthorized modifications, or improper installation by the customer. Warranty claims must be submitted in writing with relevant documentation. Any hardware found to be defective prior to the contract start date is not covered and will be handled on a time-and-materials basis.

 

  1. SERVICE CANCELLATION AND CHANGE REQUESTS

 

Cancellation or modification of any service contract must be requested by the customer in writing and is subject to Sifra’s prior written approval. Such requests shall only take effect after a minimum notice period of thirty (30) calendar days from the date of receipt and shall not relieve the customer of any payment obligations accrued up to the effective date of change or termination. Sifra reserves the right to reject any request for cancellation, early termination, reduction in scope, or removal of contracted devices or services. In the event Sifra agrees to a cancellation or early termination prior to the end of the committed term, the customer shall remain liable for all outstanding amounts due under the contract, including but not limited to: (a) an administrative cancellation fee; and (b) the full value of the remaining contract period, unless expressly waived by Sifra in writing. Change requests affecting scope, duration, covered assets, or service level shall also be subject to Sifra’s written approval and may incur additional charges, adjusted pricing, or revised terms. No request shall be deemed accepted unless expressly confirmed in writing by Sifra. Sifra shall not be held liable for delays or service disruptions resulting from unauthorized or improperly submitted change requests.

 

  1. HARDWARE RETURNS AND AUTHORIZATION

 

All sales of refurbished or custom-configured hardware are final. Hardware may only be returned if explicitly authorized in writing by Sifra in advance. Unauthorized returns will not be accepted or credited under any circumstances. Where a return is authorized, the customer must follow Sifra’s return instructions precisely, including proper packaging, shipment within the return window, and inclusion of all accessories and documentation. Returned hardware must be in unused, undamaged, and resaleable condition, subject to inspection by Sifra upon receipt. Restocking fees and handling charges may apply at Sifra’s sole discretion. The customer shall bear all shipping, insurance, and risk of loss associated with returning the hardware. Any attempt to return hardware without Sifra’s prior written consent shall be deemed a breach of these Terms and may result in additional charges. Sifra reserves the right to reject or destroy unauthorized returned items without notice or liability.

 

  1. CANCELLATION POLICY FOR TIME-SENSITIVE BOOKINGS (E.G., ON-SITE SERVICES OR PRE-SCHEDULED ENGAGEMENTS)

 

For services involving scheduled engineering visits, field work, or on-site deployments, cancellation or rescheduling by the customer must be made in writing within the timelines defined in the service agreement or quotation. Unless otherwise agreed, the customer may cancel bookings without penalty if notice is given at least fifteen (15) business days in advance. Cancellations made within less than fifteen (15) business days may incur a cancellation fee of up to 50% of the quoted engagement cost. Cancellations made less than five (5) business days in advance may be charged in full. If the customer identifies a replacement party to assume the booking under the same scope and conditions, Sifra may accept a substitution subject to administrative approval and applicable rebooking fees.

 

  1. INTELLECTUAL PROPERTY RIGHTS

 

All materials, content, technical documents, designs, methods, know-how, and deliverables shared, communicated, or made available by Sifra in the course of offering its services—including but not limited to refurbished hardware specifications, technical documentation, service descriptions, or professional tools—are the exclusive property of Sifra or its licensors. No license, right, or ownership interest is transferred or implied by the provision of such materials unless expressly agreed in writing. Customers and third parties are strictly prohibited from reproducing, distributing, reverse engineering, disassembling, modifying, sublicensing, or otherwise using any of Sifra’s intellectual property for purposes beyond the agreed scope of service delivery. Any unauthorized use or disclosure constitutes a material breach of these Terms and may give rise to legal action. All trademarks, service marks, and branding elements remain the sole property of Sifra and may not be used without prior written consent.

 

  1. DISCLAIMER OF WARRANTIES

 

Sifra provides all refurbished hardware, maintenance services, and professional support on an “as is” and “as available” basis unless explicitly warranted in a separately executed agreement. While Sifra undertakes commercially reasonable efforts to ensure service quality and product reliability, no general representation or guarantee is made regarding uninterrupted availability, performance, compatibility, or defect-free operation. To the fullest extent permitted by applicable law, Sifra disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. No document, communication, or description shared publicly or privately by Sifra shall be deemed to constitute a binding representation or warranty unless expressly included in a signed contractual agreement.

 

  1. LIABILITY FOR DAMAGES; LIMITATION OF LIABILITY

 

To the maximum extent permitted under applicable law, Sifra shall not be liable for any indirect, incidental, special, punitive, or consequential damages—including loss of profits, loss of data, loss of opportunity, or business interruption—arising from or in connection with the use, delivery, or performance of its services or products, even if Sifra was advised of the possibility of such damages. In all cases, Sifra’s total cumulative liability under any legal theory, including contract, tort, or statutory obligations, shall be limited to the fees actually paid by the customer to Sifra for the specific service or product giving rise to the claim. Customers agree to indemnify and hold harmless Sifra and its affiliates against any third-party claims resulting from their misuse, misrepresentation, or unauthorized redistribution of Sifra’s services, hardware, or proprietary materials.

 

  1. CONTACT AND SERVICE INQUIRIES

 

All service-related inquiries, including requests for quotations, technical clarifications, or commercial engagements, must be initiated through direct communication with Sifra using the designated corporate contact channels—specifically via email or telephone. No transaction, order, or engagement shall be deemed binding unless expressly confirmed by Sifra in writing. Any publicly available information about Sifra’s services—whether provided through brochures, presentations, or digital platforms—shall not be construed as a formal offer or contractual commitment. Commercial discussions and execution of agreements must occur independently of public-facing materials and shall be documented in formal written instruments executed by authorized representatives of both Parties.

 

  1. DATA AND PRIVACY

 

Sifra does not collect or process personal data in the course of providing general information about its services unless such data is expressly and voluntarily submitted by prospective customers for commercial engagement purposes. In any situation where personal data is collected—such as during onboarding, account setup, or service configuration—Sifra shall process such data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). No unsolicited tracking technologies, profiling tools, or behavioral analytics are used in relation to informational materials provided by Sifra. If any future digital tools, platforms, or service features are introduced that require personal data collection, Sifra will provide a dedicated privacy notice and appropriate legal safeguards, including consent management and user rights compliance.

 

  1. COMPLIANCE WITH EU GREEN DEAL

 

  • Environmental Commitment: Sifra is committed to integrating sustainability into its core business practices, in alignment with the principles of the European Green Deal and other applicable environmental frameworks. This includes a strong focus on promoting energy-efficient practices, minimizing resource consumption, and reducing environmental impact across the entire lifecycle of its refurbished hardware, professional services, and third-party maintenance operations.

 

  • Sustainable Operations and Circular Economy: Sifra adopts operational models that prioritize environmental responsibility, including the reuse and refurbishment of hardware to extend equipment lifespan, reduce electronic waste, and support circular economy objectives. The company’s global service framework includes sustainable logistics, responsible sourcing, and repair-first policies that contribute to minimizing the carbon footprint of IT infrastructure management. Sifra’s clients are encouraged to align with these sustainability principles where feasible as part of their own environmental compliance and ESG commitments.

 

  1. AMENDMENTS AND UPDATES TO TERMS

 

  • Right to Modify: Sifra reserves the right to amend, modify, or update these Terms at any time, without prior notice, in order to reflect changes in applicable laws, operational policies, or commercial practices. Any such revisions shall be deemed effective upon publication or communication and shall supersede prior versions of the Terms. These changes may apply retroactively or prospectively, depending on their legal nature.

 

  • Continued Engagement as Acceptance: Continued use of Sifra’s services, reliance on its deliverables, or participation in any commercial engagement following an update to these Terms shall constitute the user’s full and binding acceptance of the amended Terms. Any party that does not agree with the revised Terms must promptly cease using Sifra’s services and notify Sifra in writing of its intent to discontinue further engagement.

 

  1. GOVERNING LAW AND DISPUTE RESOLUTION

 

  • Governing Law: These Terms and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the The Netherlands, exclusive of conflict or choice of law rules. Both Parties agree that the laws of the Netherlands, without regard to principles of conflict of laws, shall govern these Terms and any dispute of any sort that might arise between both Parties. The courts in Amsterdam, The Netherlands, shall have exclusive jurisdiction over any of the disputes arising out of or in relation to or in connection with these Terms.

 

  • Dispute Resolution: In the event of any dispute, controversy, or claim arising out of or in relation to or in connection with these Terms or its breach, termination, or validity thereof, both Parties shall follow the dispute resolution procedure set forth below:

 

  • Mutual Negotiations: Both Parties shall first engage in bona fide mutual and amicable negotiations with respect to the dispute, controversy, or claim to resolve the dispute informally.

 

  • Mediation: If the Parties are unable to resolve the dispute informally within thirty (30) days of initiating mutual negotiations, then either Party may initiate mediation proceedings by providing a written notice to the other Party. Both Parties shall then engage in mediation within thirty (30) days from the date of receipt of the written notice, using a mediator selected by mutual agreement or by a mediator appointed by a court of competent jurisdiction as per the Applicable Laws. Both Parties shall also mutually decide the rules and procedure for the mediation proceedings in writing unless institutional mediation is selected by both Parties in writing, wherein the mediation shall be governed by the rules and procedure of the mutually selected mediation institution.

 

  • Arbitration: If the Parties are unable to resolve the dispute through mediation within thirty (30) days from the date of initiating mediation, then either Party may initiate arbitration by providing a written notice to the other Party as per the Applicable Laws. The arbitration shall be conducted in accordance with the rules and procedures as may be mutually determined by the Parties in writing. The seat for arbitration shall be Amsterdam, The Netherlands, and the venue for arbitration shall be virtual/online through services like Google Meets or Zoom. The arbitration shall be conducted by a sole arbitrator mutually selected and appointed by both Parties. In case the Parties fail to appoint an arbitrator, they may request the competent court to appoint a suitable arbitrator under the Applicable Laws. The arbitration shall be conducted in English language only. The decision of the arbitrator shall be final and binding on both Parties. In the event that a Party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other Party is entitled to recover the costs associated with enforcing or defending this award. This includes, but is not limited to, reasonable attorney’s fees, court costs, and necessary disbursements in addition to any other relief to which the Party may be entitled.

 

  1. MISCELLANEOUS

 

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed severed or modified to the minimum extent necessary to render it enforceable, without affecting the validity or enforceability of the remaining provisions. No waiver of any term or right under these Terms shall be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any provision or to exercise any right shall not operate as a waiver of such provision or right, nor shall it preclude any future enforcement of the same. All notices required or permitted under these Terms must be made in writing and shall be deemed validly delivered when sent by registered post, courier, or electronic mail to the last known business address or contact email provided by the respective party, including addresses specified in executed agreements or official correspondence. It is the responsibility of each party to keep its contact information current. These Terms constitute the entire agreement between Sifra and the customer or user with respect to the general terms governing the provision of refurbished hardware, professional services, and third-party maintenance services. They supersede all prior or contemporaneous understandings, representations, and agreements, whether written or oral, relating to the subject matter herein, except where expressly stated otherwise in a separate, duly executed agreement between the parties. Each party acknowledges that it has reviewed and understands these Terms and had the opportunity to seek independent legal advice. The provisions contained herein are agreed to be fair, reasonable, and necessary for the protection of the respective legitimate interests of the parties. These Terms shall be governed by and construed in accordance with the laws specified in the governing law clause of any applicable service agreement, or in the absence of such an agreement, the laws of the jurisdiction where Sifra maintains its principal place of business.