Nederland ICT Terms and Conditions

The Nederland ICT Terms and Conditions are filed with the Chamber of Commerce under number 30174940.

The Dutch text of this document previsa. This means that in the event of doubt, the Dutch text shall be binding.

Chapter 1. General provisions

Art. 1. Applicability of the Nederland ICT Terms and Conditions

1.1 These Nederland ICT Terms and conditions apply to all offers and contracts pursuant to which the supplier delivers goods and/or provides services of any nature whatsoever and under whatever name to the customer.

1.2 Departures from and additions to these general terms and conditions shall only be valid if they are agreed between and the customer and the supplier in this case consult each other for the purpose of giving provisions to replace the null and void or voided provisions.

1.3 The applicability of the customer's purchasing or other conditions is specifically excluded.

1.4 If any provision of these general terms and conditions is null and void or is voided, the other provisions of these general terms and conditions shall remain fully in effect. The supplier and the customer shall in this case consult each other for the purpose of giving provisions to replace the null and void or voided provisions.

Art. 2. Offers

2.1 All offers and other communications of the supplier are subject to confirmation unless the supplier has indicated otherwise in writing.

The customer guarantees that the information that it has provided or that has been provided on its behalf to the supplier and on which the supplier has based its offer is accurate and complete.

Art. 3. Price and payment

3.1 All prices are exclusive of turnover tax (VAT) and other levies in the government.

All prices stated by the supplier are in euros (EUR) and the customer must make all payments in euros.

The customer may not derive any rights or expectations from a cost estimate or budget issued by the supplier unless the parties have otherwise agreed in writing.

An available budget made known to the supplier by the customer shall not derive any rights or expectations from the parties for the performance to be delivered by the supplier if this has been expressly agreed in writing.

3.2 If, according to the contract concluded between the parties, the customer consists of several natural persons and/or legal entities, each of these natural persons and/or legal entities is clearly liable towards the supplier for performance of the contract.

3.3 Information from the supplier's records shall count as confirmed by the performance delivered by the supplier and the amounts owed by the customer for delivery of this performance, without prejudice to the customer's right to produce evidence to the contrary.

3.4 If a periodic payment obligation on the part of the customer applies, the supplier shall be entitled to adjust, in writing and in accordance with the index or other standard included in the contract, the applicable prices and rates to the term specified in the contract. If the contract does not expressly provide for the prices or rates, the supplier shall always be entitled to adjust, in writing and with due observance of a term of at least three months, the applicable prices and rates. If the customer does not agree to the adjustment in this latter case, the customer shall be entitled to terminate the contract in writing within thirty days following notice of the adjustment, which the supplier shall charge to the customer for the price on which the new prices and/or rates would take effect.

The parties shall record the date or dates which the supplier shall charge to the customer for the performance agreed in the contract. Amounts owed must be paid by the customer in accordance with the agreed payment terms or the payment terms stated on the invoice. The customer shall terminate the contract without any penalty and may also not set off any amounts owed.

If the customer fails to pay amounts due or fails to do so on time, the customer shall owe statutory interest for commercial contracts on the outstanding amount without a demand for payment or a notice of default being required. If the customer fails to pay the amount due after a demand for payment or a notice of default has been issued, the supplier shall be entitled to refer the debt for collection, in which case the customer must pay all the costs charged by external experts. The foregoing shall be without prejudice to the supplier's other legal and contractual rights.

Art. 4. Term of the contract

4.1 If and as far as the contract concluded between the parties is complete and the contract is agreed, the contract shall be entered into for the term agreed between the parties. A term of one year shall apply if no term has been agreed.

4.2 The term of the contract shall be tacitly extended, each time by the period of time originally agreed, unless the customer or supplier terminate the contract in writing with the customer for the period of three months prior to the end of the current term.

Art. 5. Confidentiality and transfer of personnel

5.1 The customer and supplier must ensure that all information received from the other party that the receiving party knows or should reasonably know is confidentially shall not apply to the supplier if and as far as the supplier is required to provide the information concerned to a third party in accordance with a court decision or a statutory requirement is necessary for the proper performance of the contract by the supplier. The party that receives the confidential information in order to provide the information required by the supplier was provided. Information in any case be deemed to be confidential if it has been qualified as such by one of the parties.

5.2 The customer acknowledges that software originating from the supplier is always confidential in nature and that this software contains secrets of the supplier and its suppliers or the producer of the software.

5.3 During the term of the contract and for one year following its termination, each of the parties shall not employ or otherwise direct or indirectly engage, for the purpose of performing work, employees of the other party who are or otherwise have given prior written permission. Conditions may be attached to this permission, including the condition that the performers must pay reasonable compensation to the supplier.

Art. 6 Privacy and data processing 6.1 If necessary for the performance of the contract, the customer shall on request inform the supplier in writing about the way in which the customer performs its legal obligation to pay for the protection of personal data. The customer indemnifies the supplier against claims of persons whose personal data is recorded or processed in the context of a register of personal data that is maintained by the customer is otherwise responsible by law, unless the customer proves that the facts on which a claim is attributable to the supplier in the performance of the contract.

6.3 The customer is fully responsible for the data that it processes in the context of a service of the supplier. The customer guarantees vis-à-vis the supplier that the content, use, and disclosure of the data are not unlawful and do not infringe any right of a third party. The customer indemnifies the supplier against any claim of the customer in the protection of personal data in connection with this data or the performance of the contract.

Art. 7 Security 7.1 If the supplier is obliged to provide for a form of information security under the contract, this security shall be maintained between the parties regarding security. The supplier does not guarantee that the information security provided is effective under all circumstances. If the contract does not include the protection of personal data, the security provided shall meet a standard that is not unreasonable in terms of the state of the art, the sensitivity of the costs associated with the security measures taken.

7.2 The access or identification codes and certificates provided by or because of the supplier to the customer are not made known to the customer, and may only be made known to authorized personnel in the customer's own organisation. The access or identification codes and certificates.

7.3 The customer must adequately secure its systems and infrastructure and have active antivirus software protected at all times.

Art. 8 Retention of title, reservation of rights and suspension 8.1 All items delivered to the customer shall remain the property of the supplier until all amounts owed by the customer to the supplier under the contract concluded between the customer and the supplier in all cases. A customer that acts as a reseller may sell and supply all items that are subject to the supplier's retention of title indicator as being in use in the context of the customer's ordinary course of business.

8.2 The property-law consequences of the retention of title with respect to an item destined for export shall be governed by the laws that contain provisions that are more favourable to the supplier.

8.3 As when necessary, rights shall be granted or transferred to the customer subject to the condition that the customer has paid all amounts owed under the contract.

8.4 The supplier may retain all information, documents, software and/or data files received or created in the context of the contract in spite of an existing obligation to that condition. If the customer must pay reasonable compensation to the supplier.

Art. 9 Risk transfer 9.1 The risk of loss, theft, misappropriation or damage of items, information (including user names, codes and passwords), documents, software or data files that are created supplied or used in the context of the contract shall pass to the customer at the time at which the customer or an auxiliary person of the customer comes into actual possession of the items and information referred to.

Art. 10 Interaction property 10.1 If the supplier is prepared to undertake to transfer an intellectual property right, such a commitment may be undertaken expressly and in writing. If the parties agree in writing that an intellectual property right with respect to software, websites, data files, equipment or other materials specifically developed for the customer shall transfer to the customer, this shall be without prejudice or in accordance with the contract, either for itself or for third parties and without any restriction, the parts, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like on which the developments referred to are based for other purposes. The transfer of an intellectual property right shall be completed developments, either for itself or for a third party, that are similar to or derived from developments that were or are being completed for the customer.

10.2 All items delivered to the customer shall have the rights of use for each material, as well as other materials like examination materials, as well as other materials like analysis materials, as well as other materials like office supplies, including preparatory materials in this regard, developed or made available to the customer under the contract are held exclusively by the supplier, its licensors or its equipment, or used in the context of these general terms and conditions, the contract concluded in writing between the parties and the customer is non-exclusive and may not be transferred, pledged or sublicensed.

10.3 The customer may not remove or change any indication concerning the confidential nature of or concerning the copyrights, brands, trade names or any other intellectual property right pertaining to the software, websites, data files, equipment materials, or have any such indication removed or changed.

10.4 Even if not expressly provided for in the contract, the supplier may always take technical measures to protect equipment, software to which the customer is granted direct or indirect access, and the like in connection with an agreement. The customer the content or duration of the right of use of these items. The customer may not remove or bypass such technical measures or have such technical measures removed or bypass the supplier against any claim of a third party based on the allegation that software, websites, data files, equipment or other materials developed by the supplier itself infringe an intellectual property right of that third party, subject to the condition that the customer immediately informs the supplier in writing about the existence and content of the claim and learns from it, including any arrangements made in this regard, entirely to the supplier. The customer shall provide the powers of attribution for any implied suit and assist the supplier to defend against such claims. This obligation to indemnity shall not apply if the alleged infringement concerns (i) materials made available to the supplier by the customer, or use, modification, processing or maintenance or (ii) changes made or commissioned by the customer in the software, website, data files and/or information on the part of the supplier's written permission. If it is invocably established in court that software, websites, data files, equipment or other materials developed by the supplier itself or by the customer, are likely to be properly right held by a third party, if, in the opinion of the supplier, there is a good chance that such an infringement is occurring, the supplier shall provide a necessary that the customer can continue to use, or use functional equivalents of, the software, websites, data files, equipment or materials supplied. Any other or further objection to the part of the supplier due to infringement of a third party's intellectual property right is excluded.

10.6 The supplier must guarantee that making equipment, software, material intended for websites, data files and/or other materials and/or designs available to the supplier for the purpose of use, maintenance, processing, installation or information on the part of third parties. The supplier indemnifies the supplier against any claim of a third party based on the allegation that the supplier has not been expressly agreed in writing with the customer.

10.7 The supplier is never obliged to perform data conversion unless it has been expressly agreed in writing with the customer.

Art. 11 Obligations to cooperate

11.1 The parties acknowledge that the success of work in the field of information and communications technology depends on proper and timely cooperation between the parties. The customer shall always extend, in a timely manner, the cooperation reasonably required by the supplier.

11.2 The customer must always exercise the utmost care to guarantee that the requirements that the supplier performs are complete. Measurements, images, catalogues, websites, offers, advertising materials and particulars given in drawings, images, catalogues, websites, and like are not binding for the supplier unless expressly stated otherwise by the supplier.

11.3 If the customer deploys employees and/or auxiliary personnel for the performance of the contract, these employees and auxiliary persons must have the knowledge and experience required. If it is not possible for work at the customer's location, the customer must provide on time and free of charge, the facilities required, such as a workspace with computer and network facilities. The supplier must provide the necessary costs due to transmission errors, malfunctions or the non-availability of these facilities unless the customer proves that this damage or these costs are the result of deliberate intent developed by the supplier itself infringe an intellectual property right of that third party, subject to the condition that the customer immediately informs the supplier in writing about the existence and content of the claim and learns from it, including any arrangements made in this regard, entirely to the supplier. The customer shall provide the powers of attribution for any implied suit and assist the supplier to defend against such claims. This obligation to indemnity shall not apply if the alleged infringement concerns (i) materials made available to the supplier by the customer, or use, modification, processing or maintenance or (ii) changes made or commissioned by the customer in the software, website, data files and/or information on the part of the supplier's written permission. If it is invocably established in court that software, websites, data files, equipment or other materials developed by the supplier itself or by the customer, are likely to be properly right held by a third party, if, in the opinion of the supplier, there is a good chance that such an infringement is occurring, the supplier shall provide a necessary that the customer can continue to use, or use functional equivalents of, the software, websites, data files, equipment or materials supplied. Any other or further objection to the part of the supplier due to infringement of a third party's intellectual property right is excluded.

10.7 The supplier is never obliged to perform data conversion unless it has been expressly agreed in writing with the customer.

Art. 12 Obligations to provide information

12.1 To enable proper performance of the contract by the supplier, the customer shall always provide all information required by the supplier to the supplier in a timely manner.

12.2 The customer guarantees that the information, designs and specifications that it has provided to the supplier is or can be easily available to the supplier or specifications provided by the customer contain inaccuracies apparent to the supplier, the supplier shall contact the customer to make enquiries about the matter.

12.3 In connection with continuity, the customer shall designate a contact person or contact persons who shall set up the contact for the aids required to the supplier's work. The customer's contact persons shall have the experience required, specific knowledge of the subject matter required, specific knowledge of the objectives that the customer wishes to achieve.

12.4 The supplier is only obliged to periodically provide information concerning the performance of the work to the contact person designated by the customer.

Art. 13 Project and steering groups

13.1 If both parties are participating in a project or steering group through one or more employees that they have deployed, the provision of information shall take place in the customer's location, the customer must provide on time and free of charge, the facilities required, such as a workspace with computer and network facilities. The supplier must provide the necessary costs due to transmission errors, malfunctions or the non-availability of these facilities unless the customer proves that this damage or these costs are the result of deliberate intent developed by the supplier itself infringe an intellectual property right of that third party, subject to the condition that the customer immediately informs the supplier in writing about the existence and content of the claim and learns from it, including any arrangements made in this regard, entirely to the supplier. The customer shall provide the powers of attribution for any implied suit and assist the supplier to defend against the part of the supplier's written permission. If it is invocably established in court that software, websites, data files, equipment or other materials developed by the supplier itself or by the customer, are likely to be properly right held by a third party, if, in the opinion of the supplier, there is a good chance that such an infringement is occurring, the supplier shall provide a necessary that the customer can continue to use, or use functional equivalents of, the software, websites, data files, equipment or materials supplied. Any other or further objection to the part of the supplier due to infringement of a third party's intellectual property right is excluded.

10.7 The supplier is never obliged to perform data conversion unless it has been expressly agreed in writing with the customer.

Art. 13 Obligations to provide information

12.4 The supplier is only obliged to periodically provide information concerning the performance of the work to the contact person designated by the customer.

Art. 13 Project and steering groups

10.7 The supplier is never obliged to perform data conversion unless it has been expressly agreed in writing with the customer.

Art. 13 Obligations to provide information

12.4 The supplier is only obliged to periodically provide information concerning the performance of the work to the contact person designated by the customer.

Art. 13 Project and steering groups

10.7 The supplier is never obliged to perform data conversion unless it has been expressly agreed in writing with the customer.

Art. 13 Obligations to provide information

12.4 The supplier is only obliged to periodically provide information concerning the performance of the work to the contact person designated by the customer.

Art. 13 Project and steering groups

10.7 The supplier is never obliged to perform data conversion unless it has been expressly agreed in writing with the customer.

Art. 13 Obligations to provide information

12.4 The supplier is only obliged to periodically provide information concerning the performance of the work to the contact person designated by the customer.

Art. 13 Project and steering groups

13.3 The customer guarantees that it has designated to participate in a project or steering group are authorised to make decisions that are binding for the customer.

Art. 14 Terms

14.1 The supplier shall make reasonable efforts to comply to the terms and/or dates and delivery periods and/or dates and delivery dates, whether or not these are firm deadlines and/or dates, that it has specified or that have been agreed between the parties. The supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the supplier and customer shall consult with each other about the consequences of the term being exceeded in relation to further termination and delivery dates specified by the supplier or agreed between the parties shall always apply as target dates, shall not bind the supplier and shall always if, in the case of a term is likely to be exceeded, the

16. Unless performance by the supplier is permanently impossible, the supplier shall only be liable due to an attributable failure in the performance of a contract if the customer declares the supplier to be in default in writing without delay and/or reasonable term to remedy the breach, and the supplier cullably fails to fulfil its obligations also after this term has passed. The notice of the breach is as comprehensively and in as much detail as possible in order to give the supplier the opportunity to respond adequately.

16.7 For there to be any right to compensation, the customer must always report the loss to the supplier in writing as soon as possible after the loss has occurred. Each contract in which the contract concordance is barred by the mere expiry of a period of 24 months following the inception of the claim unless the customer has instituted a legal action for damages prior to the expiry of this net period in these general terms and conditions shall also apply for the benefit of all natural persons and legal entities that the supplier engages in the performance of the contract.

Art. 17. Force majeure

17.1 None of the parties shall be obliged to fulfill any objection against any statutes and/or agreed warranty obligation, if it is prevented from doing so by force majeure. Force majeure on the part of the supplier means, among other things: (i) force majeure on the part of the supplier to properly fulfil obligations on the part of suppliers that were prescribed to the supplier by the customer, (ii) defects in items of the force majeure or equipment of the contract, (iii) third parties the use of which was prescribed to the supplier by the customer, (iv) government measures, (v) power failures, (vi) Internet, data network or telecommunication facilities, (vii) war and (viii) general transport problems.

17.2 Either of the parties shall have the right to rescind the contract if the force majeure of force majeure persists for more than 60 days. In such an event, that which has already been performed under the contract shall be paid for on a proportional basis in accordance with each other anything else.

Art. 18. Changes and additional work

18.1 If, at the request or prior consent of the customer, the supplier has performed work or supplied goods or services that is or are outside the scope of the agreed work and/or provision of goods or services, the customer shall pay for or services in accordance with the agreed rates or, if no rates have been agreed between the parties, in accordance with the supplier's usual role.

The supplier is not obliged to honour such a request and may require that a separate contract be concluded in writing for the purpose.

18.2 In addition, the supplier has been agreed for the provision of services, the supplier shall on request inform the customer in writing about the financial consequences of the additional work or additional provision of goods or services as referred to in this article.

Art. 19. Transfer of rights and obligations

19.1 The customer may not sell, transfer or pledge its rights and obligations under a contract to a third party.

19.2 The supplier is entitled to sell, transfer or pledge its claims to payment of amounts owed to a third party.

Art. 20. Applicable law and disputes

20.1 Contracts between the supplier and customer are governed by Dutch law.

20.2 Disputes that arise by or reason of any further contracts deriving from it shall be resolved by arbitration in accordance with the Arbitration Regulations of the Foundation for the Betterment of the Law (SGOA), which has its registered office in The Hague, the Netherlands, the foreigning without prejudice to the right of each party to request preliminary relief in summary arbitral proceedings and without prejudice to the right of each party to take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. 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Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. 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Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. Arbitration proceedings that take precautionary measures. 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Art. 21 Performance 21.1 The supplier shall perform its services with care to the its ability, if applicable in accordance with the agreements and procedures agreed in writing with the customer. All such an obligation to use best endeavours unless and insofar as the supplier has expressly promised a full cost of all such an obligation has also been defined with sufficient determinability in the contract.

21.2 The supplier shall not be liable for loss or costs that are the result of the use or misuse of access or identification codes or certificates unless the misuse is the direct result of deliberate intent or recklessness on the part of the supplier and has been defined with sufficient determinability in the contract.

21.3 If the contract has been entered into with a view to perform by one specific person, the supplier shall always be entitled to replace this person with one or more personal representatives of the supplier. The supplier is not obliged to follow the customer's instructions in the performance of its services, particularly in the instructions change or add to the content and scope of the agreed services. If such instructions are followed, however, payment shall be made for the work concerned in accordance with the supplier's usual rates.

Art. 22 Service Level Agreement 22.1 Any agreements defining a service level (Service Level Agreements) shall only be expressly agreed in writing. The customer shall always inform the supplier without delay any circumstances that affect or that could affect the nature of the instructions change or add to the content and scope of the agreed services. If agreements about a service level have been made, the availability of software, systems and related services should be made available due to preventive, corrective or adaptive maintenance or other forms of service announced by the supplier in advance and circumstances beyond the supplier's control are not taken into account availability measured by the supplier shall count as conclusive evidence, subject to evidence to the contrary produced by the customer.

Art. 23 Backups 23.1 If the services provided to the customer under the contract include making backups of the customer's data, the customer's data in its possession in accordance with the periods agreed in writing or once a week if such periods have been missed, the supplier shall retain the backup for the duration of the agreed term or for the duration of the supplier's usual term if agreements have not been made in this regard. The supplier shall retain the backup for the duration of the agreed term if agreements have not been made in this regard. The supplier shall retain the backup for the duration of the agreed term if agreements have not been made in this regard. The supplier shall retain the backup for the duration of the agreed term if agreements have not been made in this regard. The supplier shall retain the backup for the duration of the agreed term if agreements have not been made in this regard. 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25.3 The supplier does not guarantee that the software made available and held in the context of the SaaS shall be adapted to changes in relevant legislation and regulations on time.

Art. 26 Protect of personal data 26.1 Under legislation pertaining to the processing of personal data, the customer has obligations towards third parties, such as the obligation to provide information and allow the person concerned to inspect his or her personal data, and to record the personal state of the person concerned. The customer is fully and solely responsible for the fulfilment of these obligations. The parties may provide support in the context of the obligations that the customer must fulfil as referred to in Article 26.1. The costs associated with this support are not included in the agreed prices and payments and shall be borne by the customer.

Art. 27 Commencement of the service payment 27.1 The SaaS provided by the supplier shall commence within a reasonable term following the conclusion of the contract. The customer shall promptly ensure that it has the right to obtain the supplier is that processor. The conclusion of the contract. The customer shall owe the payment specified in the contract for the SaaS. In the absence of an agreed payment, the supplier shall state to the SaaS provided by the supplier shall be payable each calendar month in advance.

Chapter 4. Software The provisions of this "Software" chapter shall apply in addition to the general provisions if the supplier makes software available to the customer for use other than on the basis of SaaS.

Art. 28 Right of use and restrictions on use 28.1 The supplier shall make the agreed computer programs and agreed user documentation, hereinafter referred to as the software or use for the duration of the contract on the basis of a licence for use. The right to use the software is non-exclusive and may not be used by the customer. At the supplier's obligation to make available and the customer's right of use extend only to the software's object code. The customer's right of use does not extend to the software's source code and technical documentation prepared during the development of the software shall not be made available to the customer in the event of any malftype of this equipment be entitled to use the software on other equipment with the same qualifications during the time that the customer receives the equipment. The supplier may require that the customer only start using the software after having received one or more codes needed for use from the supplier, the supplier's

28.6 supplier or the producer of the software. The supplier is always entitled to take technical measures to protect the software against unlawful use and/or against use in a manner or for purposes other than the manner or purpose of the software for third parties, for example in the context of Software as a Service (SaaS) or outsourcing. The customer may never sell, rent out, dispose of or grant the supplier or indirect (online) a third party access to the software and the carriers on which the software is or will be recorded, in any way whatsoever for whatever purpose or under whatever title. The customer may also not use the software or place the software with a third party for hosting, even if the third party concerned only uses the software for the customer. If so requested, the customer shall cooperate without delay in an investigation into compliance with the agreed restrictions on use carried out by or for the supplier. Should the supplier or demand the software shall grant the supplier access to its buildings and systems. Insofar as such information does not concern the use of the individual customer, the supplier shall make the business information that it obtains from the customer or at the customer's business location in the context of an investigation as confidential.

28.9 The contract concluded between the parties, insofar as the object of this contract is the making available of software for use, shall never be deemed to be a partnership contract.

28.10 The supplier is not obliged to maintain the software and/or provide support to users and/or administrators of the software. If, contrary to the foregoing, the supplier is asked to provide support with respect to the software, the supplier may require that the customer enter into a separate, written contract for the purpose.

Art. 29 Delivery and installation 29.1 At this discretion, the supplier shall deliver the software on its behalf in this work, on a type of data carrier determined by the supplier, or shall make the software available in the form of a digital form in a language determined by the supplier.

29.2 The supplier will install the software at the customer's business location if this has been agreed between the parties. If no agreements have been made for the software, parameterize, tune and, if necessary, modify the equipment and operating environment used.

Art. 30 Acceptance 30.1 If the parties have not agreed an acceptance test, the customer shall accept the software in the state that it is in when the software is not only used with visible and invisible defects and defects, without prejudice to the supplier's obligations under the guarantee scheme as set out in Article 34. In the aforementioned case, the software upon delivery or, if installation by a supplier has been agreed in writing, upon completion of installation.

30.2 The provisions of paragraphs 30.3 up to and including 30.10 shall apply if an acceptance test has been agreed between the parties.

30.3 In these general terms and conditions, terror means salutation or the software to meet the functional or technical specifications of the software expressly made known by the supplier in writing, and, if all or part of the software to meet the functional or technical specifications expressly agreed in writing. An error only applies if it can be demonstrated by the customer and if it is reproducible. The customer must report errors when the software delivered meets the limited to errors within the meaning of these general terms and conditions. The supplier does not have any obligation with respect to other defects in or on the software.

30.4 If an acceptance test has been agreed, the test period shall amount to 14 days following delivery or, if installation with the software has been completed in writing, 14 days following the completion of installation. The customer may not use the software for production or operational purposes during the test period. The customer shall carry out the agreed acceptance test with qualified personnel and with sufficient scope and depth.

30.5 If an acceptance test has been agreed, the customer must check with the software delivered meets the functional or technical specifications expressly made known by the supplier in writing, and if to the extent that all or part of the software is customized software, meets the functional or technical specifications expressly agreed in writing.

30.6 The parties shall deem the software to have been accepted.

a. if the parties have agreed an acceptance test: on the first day following the test period, or b. if the supplier has been agreed as referred to in Article 30.7 prior to the end of the test period: at the time at which the errors stated in this test report have been fixed, errors that according to Article 30.8, do not prevent acceptance, or c. if the customer uses the software in any way for production or operational purposes: at the time at which this use occurs.

30.7 If it becomes apparent during performance of the agreed acceptance test with the results, the software contains errors, the customer shall report the test result to the supplier in writing in a clear, detailed and comprehensible manner not later than the end of the period. The supplier shall strive to the best of its ability to fix the errors referred to within a reasonable term. The supplier shall be entitled to install temporary solutions, program bypasses or other software contains errors, the customer may not refuse to accept the software for reasons that are not related to the specifications expressed in the test report, and, furthermore, may not refuse to accept the software because of the existence of minor errors, these being errors that do not reasonably prevent the operational or productive use of the supplier's obligation without prejudice to the supplier's obligation to fix these minor errors in the context of the guarantee scheme referred to in Article 30.

In addition, acceptance may not be refused because of aspects of the software that can only be assessed subjectively, such as aesthetic aspects of user interfaces. If such aspects are not accepted, or parts, non-acceptance of a certain phase and/or part shall be without prejudice to the acceptance of a previous phase and/or a different part.

30.10 Acceptance of the software in one of the ways referred to in this article shall serve to discharge the supplier of its obligations regarding making the software available and delivering the software and, if installation of the software by the supplier is not allowed, regarding installation. Acceptance of the software shall be without prejudice to the customer's rights based on delivery to the customer in minor defects and Article 34 regarding the guarantees.

Art.31 Availability

30.11 The supplier shall make the software available within a reasonable term following the conclusion of the contract. Following the end of the contract, the customer shall return all of the software in its possession to the supplier without delay. If it has been agreed that the customer must destroy the copies concerned at the end of the contract, the customer shall report the destruction of the copies at the end of the contract, the supplier shall not be obliged to provide assistance for the purpose of a data conversion desired by the customer.

Art.32 Payment for the right of use

30.12 The customer must pay the amount owed for the right of use at the agreed times or if in writing not been agreed: a. if the parties have not agreed that the supplier shall not install the software;

• or, in the case of periodically owed payments for the right of use, when the software is delivered and subsequently at the start of each month; b. if the parties have agreed that the supplier shall install the software;
• or, in the case of periodically owed payments for the right of use, upon completion of installation and subsequently at the start of each month right of use.

Art.33 Changes in the software

30.13 Bar exceptions provided for by law, the customer may not change all or part of the software without the prior written permission of the supplier. The supplier is entitled to refuse or attach conditions to such permission. The customer may make or change made by third parties on its instructions, whether or not with the supplier's permission.

Art.34 Guarantee

30.14 The supplier shall strive to the best of its ability to fix errors in a detailed manner to the supplier within a period of three months following delivery or, if an acceptance test has been performed without prejudice to the supplier's obligation to fix these minor errors in the context of the guarantee scheme referred to in Article 30.

30.15 The customer shall charge for the costs of fixing in accordance with its usual rates if such work is required as a result of user errors or improper use on the part of the customer, or as a result of causes that cannot be attributed to the supplier. The obligation to fix errors shall cease to apply if the customer makes changes in the software or has such changes made without the supplier's written permission.

34.3 The employer must place at a location and in a manner determined by the supplier. The supplier is entitled to install temporary solutions, program bypasses or regular maintenance. The supplier is never obliged to recover data that has been corrupted or lost.

34.5 The supplier does not have any obligation whatsoever of whether or not content, with respect to errors reported after the end of the guarantee period referred to in Article 34.1.

Art. 35 Software of suppliers

35.1 If and sofar as the supplier makes third-party software available to the customer, the licence terms of the third parties cannot be laid out in the relationship between the supplier and the customer with respect to the software instead of the provisions of these general terms and conditions that differ from those licence terms, provided that the applicability of the licence terms of the third party concerned was reported to the customer by the supplier in writing and, in addition, a copy of the application terms was made available to the customer prior to the conclusion of the contract. In derogation from the provisions of the preceding service, the supplier is required to invoke failure on the part of the supplier to fulfill the aforementioned obligation to provide information if the customer is a party as referred to in Section 235, submission of a Book to the Dutch Civil Code.

35.2 If and sofar as for whatever reason, the terms of third parties referred to above cannot be applied or are declared inapplicable in the relationship between the customer and the supplier, the provisions of these general terms and conditions shall apply in full.

Chapter 5. Development of software and websites

The provisions of this 'Development of software and websites' chapter shall apply in addition to the general provisions and the provisions of the Provision of Services' chapter if the supplier designates or applies for the customer and possibly installs the software and/or website.

Art. 36 Specifications and development of software/a website

36.1 If specifications or a design of the software or website to be developed have not already been provided prior to the condition or intention to be developed, regarding the contract is concluded, the parties shall in consultation, in writing, the software or website to be developed in a manner in which the development is to be carried out.

36.2 The supplier shall develop the software and/or website with due care in accordance with the expressly agreed specifications and/or techniques and/or procedures agreed in writing with the customer.

The supplier must agree to the specifications or design in writing prior to commencement of the development work.

36.3 If the parties use a development method based on testable design and/or development of the software or parts of the software or website (Scrum, for example), the parties shall accept that, at the start, the work shall not be performed on the basis of complete or fully detailed specifications, and also that specifications, which may or may not have been agreed on commencement of the work, may be changed, in consultation with and due observance of the project application and in a manner determined by the supplier. The supplier is entitled to install temporary solutions, program bypasses or regular maintenance. The supplier is never obliged to recover data that has been corrupted or lost.

34.4 The supplier does not have any obligation whatsoever of whether or not content, with respect to errors reported after the end of the guarantee period referred to in Article 34.1.

Art. 37 Software of suppliers

Chapter 5. Development of software and websites

Art. 37 Specifications and development of software/a website

The supplier must agree to the specifications or design in writing prior to commencement of the development work.

Art. 38 Delivery, installation and acceptance

The provisions of Article 29 concerning delivery and application mutatis mutandis.

37.1 Unless, pursuant to the contract, the supplier must host the customer on the computer system for the customer, the supplier shall deliver the website to the customer on a data carrier and in a form determined by the supplier, or shall make the software and/or website for the customer into a separate, written contract for the customer in accordance with the supplier's usual rates.

37.2

37.3

Art. 38 Right of use 38.1 The supplier shall make the software and/or website developed on the instructions of the customer and any associated user documentation available to the customer for use. 38.2 The source code of the software and the technical documentation prepared during development of the software and/or maintenance of the customer if this has been agreed for writing, in which case the customer shall be entitled to make changes to the software. 38.3 The supplier is not obliged to make the support software and program or data libraries required for the use and/or maintenance of the software. 38.4 The provision of Article 26 concerning right of use and restrictions on use apply mutatis mutandis. 38.5 No restrictions on use of the software and/or website shall apply to the customer, contrary to the stipulation of Article 38.4, only if the content of the written contract expressly shows that all design and development costs shall fully and exclusively be borne by the customer.

Art. 39 Payment 39.1 In the absence of an agreed payment schedule, all amounts that relate to the design and development of software and/or websites shall be payable each calendar month in arrears. 39.2 The price for the development work includes the payment for the software or website during the term of the contract. 39.3 The payment for the development of the software does not include a payment for support software and program and/or websites, which may include services and any modification and/or maintenance of the software required by the customer. The payment also does not include the provision of support to users of the software.

Art. 40 Guarantee 40.1 The provisions of Article 34 concerning the guarantee apply mutatis mutandis. 40.2 The supplier does not guarantee that the website that it has developed functions well with all (new versions of) web applications may be maintained. The supplier also does not guarantee that the website functions well with all types of equipment.

Chapter 6. Software maintenance and support The provisions of this Software maintenance and support chapter shall in addition to the general provisions of these general terms and conditions and the provisions of the "Provision of services" chapter if the supplier performs services in the field of software maintenance in the use of software.

Art. 41 Maintenance services 41.1 If agreed, the supplier shall perform maintenance work with respect to the software specified in the contract. The maintenance obligation includes fixing errors in the software in the meaning of Article 30.3 and, excluding the applicable version of the software available in accordance with Article 42. 41.2 The customer must report errors discovered in the software in the meaning of Article 30.3 and, excluding the applicable version of the software available in accordance with Article 42. The customer shall strive to the best of its ability to fix errors and/or implement improvements in later, new versions of the software in accordance with its usual procedures. Despite the provision of a version and release policy, the results shall be made available to the customer in a manner and within a term determined by the supplier. The supplier is entitled to install temporary solutions, programs by problem-avoiding limitations in the software. The customer shall itself install, organise, parameterise and tune the corrected software or the new version of the software made available to the equipment and operating environment used. The provisions of paragraphs 34.3 and 34.4 apply maintenance and operating environment used. The供应商 performs maintenance work online, the customer shall promptly ensure that a proper infrastructure and network facilities are in place. The customer shall promptly ensure that the supplier in the context of maintenance, including temporally cease use of the software and making a backup of all data. If the maintenance work relates to software that was not supplied to the customer by the supplier, the customer, if the supplier believes this is necessary or desirable for the maintenance work, shall make the solution and the technical (development) documentation of the software, including model designs, change logs and the like, available to the customer guarantee that it is entitled to make the aforementioned items available. The customer grants the supplier the right to use and change the software, including the source code and technical (development) documentation, in the context of performing the agreed maintenance work. The maintenance work performed by the supplier does not include the payment for support software and program and/or websites, which may include services and any modification and/or maintenance of the software required by the customer. The payment also does not include the provision of support to users of the software.

Art. 42 New versions of software 42.1 Maintenance shall include making new versions of the software available only if and insofar as this has been agreed in writing. If it is not agreed in writing, the supplier includes new versions of the software available, they shall be made available at the supplier's discretion. Three months after an improved version has been made available, the supplier shall no longer be obliged to fix errors in the previous version and to provide support and/or perform maintenance work with respect to a previous version. The supplier may require that the customer enter into a further written contract with the supplier for a version with new functionality and that if a further payment be made to the supplier, the extent to the coverage of the software functionality from a previous version of the software in unaltered form, but does not guarantee that each new version includes new functionality and the previous version. The supplier is not obliged to maintain, modify or add certain features or functionalities of the software specifically for the customer. The supplier may require that the customer modify its system (equipment, software and the like) if doing so is necessary for the proper functioning of a new version of the software.

Art. 43 Support services 43.1 If the services provided by the supplier under the contract include the provision of support to users and/or administrators of the software, the supplier shall provide, by telephone or email, on the use and functioning of the software specified in the contract. The supplier may set conditions with respect to the qualifications and the number of persons eligible for support. The supplier shall handle properly substantiated requests for support within a reasonable term in accordance with its usual procedures, the accuracy, completeness or timeliness of replies or the support offered. Support services shall be performed on work days and during the times specified in the support offered. If the services provided by the supplier under the contract include the provision of standby services, the supplier shall ensure that one or more staff members are available on the days and during the times specified in the contract. 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The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in the operation of the software. The supplier does not guarantee that all malfunctions will be repaired speedily. The maintenance and other agreed services as referred to in this chapter shall be issued in possible. If replacement is not possible or is not possible promptly, the customer's rights with respect to further performance of the contract shall cease to have effect, as shall all claims of the customer due to non-performance of the conditions and any liabilities with respect to the work performed shall continue to apply fully.

Art. 49 Term of the second contract 49.1 In dergagement from the provisions of Article 4 of these general terms and conditions, if nothing has been agreed between the parties regarding the term of sequestration, the second contract shall be an open-ended one, in which a case notice period of one calendar month following any initial term shall apply for each party. Notice of termination must be given in writing.

Art. 50 Length of the working week, working hours and working conditions 50.1 The working hours, rest periods and length of the working week the employee made available shall be the same as the customer's usual working hours, rest periods and length of the working week. The customer guarantees that the working hours, rest periods and length of the working week are in compliance with relevant temporary or permanent closure of its company or organization. 50.2 The customer informs the supplier about an intended temporary or permanent closure of its company or organization. 50.3 The customer is obliged towards the supplier and the employee made available to comply with relevant legislation and regulations pertaining to workplace safety and any overtime pay and travel time Art. 51 Overtime pay and travel time 51.1 If, on the instructions or the request of the customer, the employee made available works more hours per day than the agreed or usual number of working hours or works on days other than the supplier's usual working days, the customer shall inform the supplier for these hours or, in the absence of an agreed overtime rate, the supplier's usual overtime rate. 51.2 Costs and travel time shall be charged to the customer in accordance with the supplier's usual rules and standards. If the customer about the usual rules and standards in place for the purpose.

Art. 52 Recipients' liability and other liability 52.1 The supplier shall ensure that amounts payable in relation to the employee made available under the contract with written permission of payroll tax, social insurance contributions and turnover tax are paid on time and in full. The supplier indemnifies the customer against any arrangements the customer makes or agencies tasked with implementing social insurance legislation pursuant to the contract with the customer, subject to the condition that the customer immediately informs the supplier of the claim and leaves the settlement of the claim, including any arrangements made in this regard, entirely to the supplier. The supplier provides the powers of attorney and information required to the supplier and assist the supplier to defend itself, if necessary in the name of the customer, against such claims. 52.2 The supplier provides the quality of the results produced by work performed under the management and supervision of the customer.

Chapter 9 Education and training The provisions of this 'Education and training' chapter shall apply in addition to the general provisions of these general terms and conditions and any liabilities with respect to the work performed shall continue to apply fully.

Art. 53 Registration and cancellation 53.1 A course must be registered for in writing. Registration is binding following its confirmation by the supplier. 53.2 The customer is responsible for the choice and suitability of the supplier for doing so the supplier shall be entitled to cancel the training course, to combine it with one or more training courses or provide it at a later date. The supplier reserves the right to change the location of the training course in organisational terms and in terms of content. 53.4 The supplier is obliged to change the training course in a training course by the customer or participants are governed by the supplier's usual rules. A cancellation must always be effected in writing prior to the training course and the training course cannot be cancelled or non-tendance does not affect the customer's obligations under the contract.

Art. 54 Provision of the training course 54.1 The customer accepts that the supplier determines the content and depth of the training course. 54.2 The customer is required to provide the supplier with other information about the obligations under the contract and the rules of conduct and other rules prescribed by the supplier for payment of the training course and shall ensure compliance with these obligations and rules. 54.3 If the supplier uses its own equipment or software to provide the training course, it does not guarantee that the training course shall ensure the availability of properly operating equipment and software. 54.4 Administering an examination or test does not form part of the contract. 54.5 The customer shall owe a separate payment for the documentation, training materials or training resources made by the supplier. The preceding stipulation also applies to any certificates of training or copies of such certificates. 54.6 If the training course is provided on the basis of information provided by the service as a Service (SaS) chapter shall apply mutatis mutandis to the greatest extent possible.

Art. 55 Price and payment 55.1 The supplier may require that the customer pay the amount owed prior to the start of the training course. The supplier provides services, under whatever name and in any manner whatsoever (for example in electronic form), in the field of education, training, seminars, and the like (hereinafter referred to as 'training course').

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55.2 Unless the supplier has expressly indicated that the training course is exempt from VAT within the meaning of Section 11 of the Turnover Tax Act 1968, the customer shall also owe VAT on the payment. The supplier shall be entitled to adhere to the conclusion of the contract in the event of a change in the VAT regime for training courses established under or pursuant to the law.

Chapter 10. Hosting

The provisions of this Hosting 'chapter shall apply in addition to the general provisions of these general terms and conditions and the provisions to the provision of payables of the supplier provides services, under whatever name, in the field of hosting and related services.

Art. 56 Hosting services

56.1 The supplier shall perform the hosting services agreed with the customer.

56.2 If the contract's object is to make disk space of equipment available, the customer shall not exceed the agreed disk space unless the contract expressly provides for the consequences of doing so. The contract shall include making disk space on a server specifically reserved for the customer only if this has been expressly agreed in writing. All use of disk space, data storage, and infrastructure shall be limited to the maximums agreed between the parties. The data traffic that is not used by the customer in a given period may not be transferred to a supplier, and the maximums are exceeded, the supplier shall charge an additional amount in accordance with the usual rates.

56.3 The customer is responsible for the management, including checking the settings, and use of the hosting service, and the way in which the results of the service are used. In the absence of specific agreements on the matter, the supplier should not be able to operate the equipment, configure and tune the software and support software required and, if necessary, modify the equipment, configure and tune the software and operating environment used in this regard, and effect the interoperability that it desires. The supplier is not obliged to perform data conversion.

56.4 The supplier shall include the provision or making available of backup, contingency and recovery services only if this has been expressly agreed in writing.

56.5 The supplier shall not all or part of the hosting service out of operation for preventive, corrective or adaptive maintenance. The supplier shall not allow the period during which the service is out of operation to last long enough to make it possible that this period occurs outside office hours, and, according to circumstances, have this period commence following contact with the customer.

56.6 If, pursuant to the contract, the supplier performs services for the customer with respect to a domain name, such as the application, extension or sale or transfer to a third party, the rules and working method of the body or bodies concerned. If so requested, the supplier shall provide a written copy of the aftermarket expressly does not accept any responsibility for the accuracy and timeliness of the provision of services or achievement of the results intended by the customer. The customer does not agree with the application and/or registration in accordance with the agreed rates or, in the absence of agreed rates, the supplier's usual rates. The supplier does not guarantee that a domain name desired by the customer will be granted to the customer.

Art. 57 Notice and Take Down

The customer shall at all times act with due care and lawfully towards third parties, particularly due to the intellectual property rights and other rights of third parties and parties by retraining from disseminating information in the name that is contrary to the law, from granting unauthorized access to systems and from spreading viruses or other harmful programs or data and by refraining from committing criminal acts and violating any other legal obligation.

57.2 To prevent liability towards third parties or limit the consequences thereof, the supplier is also entitled to take measures with respect to an act or omission of or at the risk of the customer. Should the supplier so demand in writing, the customer shall delete data and/or information itself or make it impossible to access the data and/or information. In addition, in the event of a breach or an imminent breach of the provisions of paragraph 57.1, the supplier shall be entitled to deny the customer access to the supplier's systems with immediate effect and without prior notice. The foregoing shall be without prejudice to any other measures or the exercise of other legal rights by the supplier as to the customer. The supplier shall in this case also be entitled to terminate the contract with immediate effect without being liable towards the customer for doing so.

57.3 The merits of the claims of third parties or the customer's defence, or be involved in any way whatsoever in a dispute with the third party undertaken by the customer shall deal with the third party concerned regarding the matter and inform the supplier in writing. The information provided in this context must be properly substantiated by supporting documents.

Chapter 11. Purchase of equipment

The provisions of this 'Purchase of equipment' chapter shall apply in addition to the general provisions of these general terms and conditions, if required by the customer, in the case of other items (corporal objects) to the customer.

Art. 58 Purchase and sale

The supplier shall sell the equipment and/or other items according to the nature and number agreed in writing and the customer shall purchase this equipment and/or these items. The supplier does not guarantee that the equipment and/or items will on delivery be suitable for the customer and/or items. The intended purposes have been clearly specified in the written contract without reservation.

The supplier's obligation to sell does not include assuring customers of the software, consumer items, batteries, stamps,印 ink and ink cartridges, toner items, cables and accessories.

The supplier does not guarantee that the assembly, installation and operating instructions that come with the equipment and/or items are free of errors and that the equipment and/or items have the characteristics stated in these instructions.

Art. 59 Delivery 59.1 The equipment and/or items sold by the supplier to the customer shall be delivered to the customer ex warehouse. The supplier shall deliver the items sold to the customer, the customer, or have such items delivered to the designated location, only if doing so has been agreed in writing. The supplier shall deliver the items available in good time prior to the delivery, about the time at which the supplier or transporter engaged by the supplier intends to deliver the equipment and/or items. 59.2 The package price of the equipment and/or items does not include the costs of transport, insurance, hauling and hoisting, the hiring of temporary facilities and the like. If applicable, the cost shall be charged to the customer. If the customer asks the supplier to remove old materials (such as networks, cabinets, cable ducts, packaging materials and equipment) or if the supplier is legally obligated to pay the costs by means of a written assignment at its usual rates. If and insofar as the supplier is prohibited by law from requiring the equipment, the supplier shall not, as appropriate, require payment from the customer. If the parties have concluded an agreement in writing for the purpose, the supplier shall install, configure and connect the equipment and/or items or shall have the equipment and/or items installed, configured and configured to the supplier may arrange its installation and/or configure equipment does not include performing data conversion and installing software. The supplier is not responsible for obtaining any licenses required. 59.5 The supplier must perform the contract on the basis of partial deliveries.

Art. 60 Test assembly 60.1 The supplier shall only be obliged to test a place assembly with respect to the equipment in which the customer is interested if so has been agreed in writing. The customer shall only be obliged to test a place assembly. A test assembly involves temporarily making the standard version of equipment available on application, prior to the customer's final decision regarding whether or not to purchase the equipment concerned. The customer is liable for the use, damage, loss of the equipment that forms part of a test assembly.

Art. 61 Area requirements 61.1 The customer shall ensure an area that meets the requirements specified by the supplier for the equipment and/or items, among other things, items of temperature, humidity and pressure requirements. 61.2 The customer shall ensure that work must be performed by third parties, such as structural work, is performed adequately and on time.

Art. 62 Guarantee 62.1 The supplier shall strive to have of its ability to repair manufacuring faults in the equipment and/or items sold, as well as in parts supplied by the supplier within the scope of the guarantee, within a reasonable time. The customer is required in detail to the supplier within a period of three months following delivery. If, in the supplier's reasonable opinion, repair is not possible or too long, or if repair was not possible or too long, the supplier shall be entitled to replace the equipment and/or items free of charge with other, similar, though not necessarily identical, equipment and/or items. The guarantee does not include data conversion that is necessary as a result of repair or replacement. All replaced parts shall be the property of the supplier. The guarantee obligation shall cease to apply if errors in the equipment or the result of incorrect, careless or incompetent use of or external causes like fire or water damage, or if the customer makes an incorrect or improper request by means of a written assignment at its usual rates. If and insofar as the supplier is prohibited by law from requiring the equipment, the supplier shall not, as appropriate, require payment from the customer.

If and insofar as the supplier sells third-party equipment, the conditions of sale of that third party shall apply in the relationship between the supplier and the customer with respect to the equipment and/or items supplied by the supplier, in addition, a copy of the conditions of sale was made available to the customer prior to or upon the conclusion of the agreement or upon condition of the contract. In derogation from the provisions of the preceding sentence, the customer shall not be entitled to invoke failure on the part of the supplier to fulfill the agreement or the result of the customer is a party as referred to in Section 235, subsection 1 or subsection 3 of Book 6 of the Dutch Civil Code.

If and insofar as, for whatever reason, the conditions of third parties referred to are deemed not to apply or are deemed inapplicable in the relationship between the customer and the supplier, the provisions of these general terms and conditions shall apply in full.

Chapter 12. Rent of equipment The provisions of this "Renting equipment" chapter shall apply in addition to the general provisions of these general terms and conditions if the supplier rents out equipment, of whatever nature, to the customer.

Art. 64 Renting out and rent 64.1 The supplier shall rent out the equipment and associated user documentation specified in the rental agreement to the customer. 64.2 This renting out does not include making software available on separate data carriers. It also does not include making the consumer items required to use the equipment, such as batteries, ink and ink cartridges, toner items, cables and accessories, available. 64.3 The rent shall commence on the date on which the equipment is made available to the customer.

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Art. 65 Prior inspection 65.1 By way of prior inspection, the supplier may draw up a description of the state of the equipment, including in terms of defects observed, in the presence of the customer prior to the equipment available. The supplier may require that the customer sign the report drawn up containing this description to indicate the equipment available to the customer for use. The defects in the equipment stated in the aforementioned record shall be at the expense of the supplier. If defects are observed, the部件 shall agree in whether, if so, the manner and term in which, the defects stated in the record are to be repaired. 65.2 If the customer does not properly cooperate in the prior inspection referred to in Article 65.1, the supplier shall have the right to carry out this prior inspection outside the presence of the customer and draw up the report itself. The equipment shall be binding to a third party or otherwise make it possible for a third party to use or make joint use of the equipment. 65.3 If a prior inspection is not carried out, the customer shall be deemed to have received the equipment in a good and undamaged state.

Art. 66 Use of the equipment 66.1 The customer shall only use the equipment in accordance with the equipment's designated use under the agreement and at the locations specified in the agreement and for its own organisation or company. Use of the equipment is not prohibited. The right to use the equipment is non-transferable. The customer may not rent the equipment out to a third party or otherwise make it possible for a third party to use or make joint use of the equipment. 66.2 The customer shall itself install, assemble and make the equipment ready for use. 66.3 The customer shall not use the equipment or any part thereof as security in any way whatsoever or dispose of the equipment or any part thereof in another way. 66.4 The customer shall use the equipment carefully and make sure that it takes adequate measures to prevent damage. In the event of damage to the equipment, the customer shall inform the supplier for damage to the equipment. The customer shall in all cases be liable towards the supplier in the event of theft, loss or misappropriation of the equipment during the term. 66.5 The customer shall not entirely or partly change the equipment or add something to the equipment. If any change is made, the equipment shall be made, the customer shall undo or remove these changes or additions no later than at the end of the rental agreement. 66.6 Deviates from the changes or additions made to the equipment by or no the instructions of the customer and all defects in the equipment arising from those additions or changes in the meaning of Section 204 of Book 7 of the Dutch Civil Code. The customer shall not have any claim against the supplier with respect to these defects. 66.7 The customer is not entitled to any compensation in connection with changes or additions made by the customer to the rented equipment that are not, for any reason whatsoever, undone or removed at or following the end of the contract. 68.0 The customer is immediately inform the supplier in writing of any attachment of the equipment. This communication must state the identity of the attaching party and the reason for the attachment. The customer shall immediately submit the rental agreement to the bailiff levying the attachment for inspection.

Art. 67 Maintenance of the rented equipment 67.1 The customer shall not maintain the rented equipment itself or have the equipment maintained by a third party. 67.2 The customer shall immediately make defects that it should be corrected and made to the equipment available to the customer for use. The defects in the equipment stated in the aforementioned record shall be at the expense of the supplier. If defects are observed, the部件 shall agree in whether, if so, the manner and term in which, the defects stated in the record are to be repaired. 65.2 If the customer does not properly cooperate in the prior inspection referred to in Article 65.1, the supplier shall have the right to carry out this prior inspection outside the presence of the customer and draw up the report itself. The equipment shall be binding to a third party or otherwise make it possible for a third party to use or make joint use of the equipment. 65.3 If a prior inspection is not carried out, the customer shall be deemed to have received the equipment in a good and undamaged state.

Art. 67 Final inspection and return 68.1 The customer shall return the equipment to the supplier in its original state at the end of the rental agreement. The customer shall bear the costs of transport associated with the return. 68.2 Prior to or no later than on the last working day of the rental period, the customer shall cooperate in a joint final inspection. The findings of this final inspection shall be set out in a report jointly drawn up by the parties. This report must be made available to the customer in the meaning of Section 204 of Book 7 of the Dutch Civil Code. The customer shall not have any claim against the supplier with respect to these defects. 68.3 The customer shall be entitled to have the defects that are stated in the final inspection report and that are required to repair at the customer's expense. The customer is liable for loss suffered by the supplier due to temporary unability of the equipment or the impossibility of renting out the equipment. 68.4 If the customer has not undone a change or removed an addition that it made to the end of the rent period, the customer shall be deemed to have relinquished any and all rights to those changes and/or additions.

Chapter 13. Maintenance of equipment

The provisions of this 'Maintenance of equipment' chapter shall in addition to the general provisions of these general terms and conditions and the provisions of the 'Provision of services' chapter if the supplier maintains equipment of whatever nature for the customer.

Art. 69. Maintenance services

69.1 The supplier shall perform maintenance with respect to the equipment specified in the maintenance agreement provided that the equipment is set up in the Netherlands.

69.2 The customer is not entitled to temporary replacement equipment during the time that the supplier is in possession of the equipment designated to undergo maintenance.

69.3 The content and scope of the maintenance services to be performed and any applicable service levels shall be laid down in a written maintenance agreement. In the absence of a written maintenance agreement, the supplier shall be obliged to strive to the best of its ability to repair malfunctions that have been properly reported to by the customer within a reasonable term. In these general terms and conditions, 'malfunction' means not conditioned by the equipment specifications expressly made known by the supplier in writing or a failure of the equipment to meet specifications without misrepresentation. A maintenance only applies if the equipment is on the equipment and is in addition, reproducible. The supplier is also entitled, though not obliged, to perform preventive maintenance.

69.4 The customer is not conditioned by the equipment specifications immediately after it has occurred by means of a detailed description.

69.5 The customer shall extend the cooperation required by the supplier to maintain the equipment, including temporarily ceasing use of the equipment. The customer must grant the supplier's personnel or third parties designated by the equipment to the place at which the equipment is located, extend the cooperation required and make the equipment available to the supplier for the purpose of maintenance.

69.6 The customer is required to complete and properly functioning reserve copy of all software and data recorded in on the equipment has been made prior to making the equipment available to the supplier for maintenance.

69.7 At the supplier's request, an employee of the customer who is knowledgeable about the matter at hand should be provided for the equipment in a timely manner.

69.8 The customer is authorized to connect equipment and systems out of supply by the supplier to the equipment and install software on the equipment.

69.9 If, in the opinion of the supplier, it is necessary for the purpose of maintaining the equipment to test the equipment's connections, with other equipment or software, the customer shall make the other equipment and software concerned, as well as the test procedures and data carries, available to the supplier.

69.10 The test material that is not included in the supplier's normal range of equipment and that is required for the performance of maintenance work must be made available by the customer.

69.11 The customer bears the risk of loss or theft of, or damage to, the equipment during the period that it is in the supplier's possession for the purpose of maintenance

work. The customer may take out insurance against this risk at its own discretion.

Art. 70. Maintenance fee

70.1 The maintenance fee does not include:

• costs of (replacing) consumer items like batteries, stamps, ink and ink cartridges, toner ink cartridges and accessories.
• costs of (replacing) parts and maintenance services for the repair of malfunctions that were entirely or partly caused by attempts at repair by parts other than the supplier.
• work performed to overhaul the equipment;
• modifications to the equipment;
• providing a rousing installation equipment or work arising from such activity.

70.2 The maintenance fee shall be due regardless of whether or not the customer is using the equipment or exercising the option of maintenance.

Art. 71. Exclusions

71.1 Work performed to investigate or repair malfunctions that are the result of or connected with user errors, improper use of the equipment or external causes like failures of internet service, data network connections, power supply or links to equipment, software or materials that are not within the scope of the maintenance agreement is excluded from the supplier's applicable benefits.

71.2 The supplier's maintenance obligations exclude the following:

• investigating or repairing malfunctions that are the result of or connected with a change of the equipment carried out by a party other than the supplier or a party acting on behalf of the supplier.
• use of the equipment in a manner that is contrary to the applicable conditions and a failure on the part of the customer to have the equipment maintained in a timely manner.

The supplier's maintenance obligations also include investigating or repairing malfunctions in connection with the equipment maintained in a timely manner.

71.3 If the supplier carries out an investigation and/or performs maintenance work in the context of the exclusions set out in Article 71.1 and/or Article 71.2, the supplier may be required to investigate and/or maintenance work in accordance with its usual rates. The foregoing shall not affect any longer term obligations by the customer in the context of maintenance services.

71.4 The supplier is never obliged to recover data that has been corrupted or lost as a result of malfunctions and/or maintenance.

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