Strings attached

Terms of Service

Chapter 1. General provisions

Applicability of the Nederland ICT Conditions
1. These Nederland ICT Conditions apply to all offers and agreements in which the supplier delivers goods and/or services of any kind and under any designation whatsoever to the customer.
2. Deviations from and additions to these general conditions are only valid if agreed upon in writing between the parties.
3. The applicability of the customer's purchasing or other conditions is explicitly rejected.
4. If any provision of these general conditions is void or is declared void, the remaining provisions of these general conditions remain unaffected. In that case, the supplier and the customer will enter into consultations with the aim of agreeing on new provisions to replace the void or annulled provisions.
Offers
1. All offers and other expressions by the supplier are non-binding, unless indicated otherwise in writing by the supplier. The customer is responsible for the accuracy and completeness of the data provided by or on behalf of them to the supplier on which the supplier has based its offer.
Price and Payment
1. All prices are exclusive of value-added tax (VAT) and other levies imposed by government authorities. All prices communicated by the supplier are always in euros, and the customer must make all payments in euros.
2. A cost estimate or budget provided by the supplier does not grant any rights or expectations to the customer unless expressly agreed otherwise in writing. A budget communicated by the customer to the supplier only applies as an agreed (fixed) price for the services to be provided by the supplier if explicitly agreed in writing.
3. If, according to the agreement concluded between the parties, the customer consists of multiple natural persons and/or legal entities, each of those (legal) persons is jointly and severally bound towards the supplier to fulfil the agreement.
4. Regarding the services provided by the supplier and the amounts due from the customer for these services, the data from the supplier's administration constitute full proof, without prejudice to the customer's right to provide counter-evidence.
5. If there is a periodic payment obligation of the customer, the supplier is entitled to adjust prices and rates in writing, in accordance with the index or other measure included in the agreement, on the mentioned term. If the agreement does not explicitly provide for the supplier's ability to adjust prices or rates, the supplier is always entitled to adjust prices and rates in writing with a notice period of at least three months. If the customer does not agree with the adjustment in the latter case, the customer is entitled to terminate the agreement in writing within thirty days after notification of the adjustment, effective from the date on which the new prices and/or rates would come into effect.
6. The parties will specify in the agreement the date or dates on which the supplier invoices the fee for the agreed services to the customer. Due amounts are paid by the customer according to the agreed payment conditions or those mentioned on the invoice. The customer is not entitled to suspend any payment or set-off of amounts owed.
7. If the customer does not pay the amounts due or not in a timely manner, the customer is, without the need for a reminder or notice of default, liable for legal interest on trade transactions on the outstanding amount. If the customer remains negligent in paying the claim after a reminder or notice of default, the supplier may hand over the claim, in which case, in addition to the then total amount due, the customer is also obliged to compensate all judicial and extrajudicial costs, including all costs calculated by external experts. This does not affect the other legal and contractual rights of the supplier.
Duration of the agreement
1. If and insofar as the agreement concluded between the parties is a continuing performance agreement, the agreement has been entered into for the duration agreed between the parties, failing which a duration of one year applies.
2. The duration of the agreement is tacitly extended each time for the duration of the originally agreed period, unless the customer or supplier terminates the agreement in writing with a notice period of three months before the end of the relevant period.
Confidentiality and takeover of personnel
1. The customer and supplier ensure that all data received from the other party, of which it knows or reasonably ought to know that it is of a confidential nature, remains confidential. This prohibition does not apply to the supplier if and insofar as disclosure of the data to a third party is necessary pursuant to a judicial decision, a legal provision, or for the proper performance of the agreement by the supplier. The party receiving confidential data will only use it for the purpose for which it was provided. Data will in any case be considered confidential if one of the parties has indicated it as such.
2. The customer acknowledges that the software provided by the supplier always has a confidential nature and contains trade secrets of the supplier, its suppliers, or the producer of the software.
3. During the term of the agreement and for a period of one year after its termination, each of the parties will only employ employees of the other party who are or have been involved in the execution of the agreement with the prior written consent of the other party. Conditions may be attached to this consent, including the condition that the customer pays a reasonable fee to the supplier.
Privacy and data processing
1. If necessary for the execution of the agreement, the customer will, upon request, inform the supplier in writing about how the customer fulfills its obligations under the legislation on the protection of personal data.
2. The customer indemnifies the supplier against claims from individuals whose personal data are recorded or processed in the context of a personal registration held by the customer or for which the customer is otherwise responsible under the law, unless the customer proves that the facts underlying the claim are attributable to the supplier.
3. The responsibility for the data processed by the customer using a service provided by the supplier lies entirely with the customer. The customer guarantees the supplier that the content, use, and/or processing of the data are not unlawful and do not infringe on any rights of a third party. The customer indemnifies the supplier against any legal claims from a third party, for any reason whatsoever, in connection with this data or the performance of the agreement.
Security
1. If the supplier is obligated to provide a form of information security under the agreement, that security will comply with the security specifications agreed upon in writing between the parties. The supplier does not guarantee that information security is effective under all circumstances. If there is no explicitly described method of security in the agreement, the security will meet a level that, given the state of technology, the sensitivity of the data, and the costs associated with implementing the security, is not unreasonable.
2. Access or identification codes and certificates provided by or on behalf of the supplier to the customer are confidential and will be treated as such by the customer, and will only be disclosed to authorized personnel within the customer's own organization. The supplier is entitled to change assigned access or identification codes and certificates.
3. The customer will adequately secure its systems and infrastructure and will at all times have antivirus software in operation.
Reservation of ownership and rights and suspension
1. All items delivered to the customer remain the property of the supplier until all amounts owed by the customer to the supplier under the agreement concluded between the parties have been fully paid to the supplier. A customer acting as a reseller may sell and resell all items subject to the supplier's reservation of ownership, as far as customary in the normal course of its business.
2. The property law consequences of the reservation of ownership of an item intended for export are governed by the law of the destination state if that law contains provisions that are more favorable to the supplier.
3. Rights are granted or transferred to the customer, as the case may be, on the condition that the customer has paid all amounts due under the agreement.
4. The supplier may retain data, documents, software, and/or data files received or realized in the context of the agreement, despite an existing obligation to surrender or transfer, until the customer has paid all amounts due to the supplier.
Risk Transfer
1. The risk of loss, theft, embezzlement, or damage to items, data (including: usernames, codes, and passwords), documents, software, or data files produced, delivered, or used in the execution of the agreement passes to the customer at the moment they are brought into the actual control of the customer or an assistant of the customer.
Intellectual Property
1. If the supplier is willing to commit to the transfer of intellectual property rights, such commitment can only be made in writing and explicitly. If the parties agree in writing that an intellectual property right with respect to specifically developed software, websites, data files, equipment, or other materials will be transferred to the customer, this does not affect the right or possibility of the supplier to use and/or exploit the underlying components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards, and the like, without any restrictions for other purposes, whether for themselves or for third parties. Nor does the transfer of an intellectual property right affect the supplier's right to make developments for themselves or a third party that are similar or derived from those made for the customer.
2. All intellectual property rights to the software, websites, data files, equipment, training, test, and exam materials, or other materials developed under the agreement and made available to the customer, including analyses, designs, documentation, reports, quotations, as well as preparatory material, rest exclusively with the supplier, their licensors, or their suppliers. The customer acquires the usage rights expressly granted in these general terms and conditions, the written agreement between the parties, and the law. The right to use granted to the customer is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.
3. The customer will not remove or modify any indication(s) regarding the confidential nature or regarding copyrights, trademarks, trade names, or any other intellectual property right from the software, websites, data files, equipment, or materials.
4. Even if the agreement does not expressly provide for it, the supplier is always allowed to apply technical provisions to protect equipment, data files, websites, software provided to the customer, software to which the customer is given (direct or indirect) access, and the like, in connection with an agreed restriction on the content or duration of the right to use these objects. The customer will not remove or circumvent such technical provision(s).
5. The supplier indemnifies the customer against any claim by a third party based on the assertion that software, websites, data files, equipment, or other materials developed by the supplier itself infringe on an intellectual property right of that third party, on the condition that the customer promptly informs the supplier in writing of the existence and content of the claim and leaves the handling of the matter, including the conclusion of any settlements, entirely to the supplier. To this end, the customer will grant the necessary powers of attorney, information, and cooperation to the supplier to defend itself against these claims. This indemnification obligation lapses if the alleged infringement relates to (i) materials made available to the supplier by the customer for use, processing, or maintenance, or (ii) changes that the customer has made or had made to the software, website, data files, equipment, or other materials without the written permission of the supplier. If it is irrevocably established in court that the software, websites, data files, equipment, or other materials developed by the supplier itself infringe any intellectual property right owned by a third party, or if, in the opinion of the supplier, there is a reasonable chance that such an infringement will occur, the supplier will, if possible, ensure that the customer can continue to use the delivered items, or functionally equivalent other software, websites, data files, equipment, or materials. Any other or further obligation to indemnify the supplier against infringement of a third party's intellectual property right is excluded.
6. The customer guarantees that no rights of third parties oppose the provision to the supplier of equipment, software, material intended for websites, data files, and/or other materials and/or designs, for the purpose of use, maintenance, processing, installation, or integration. The customer indemnifies the supplier against any claim by a third party based on the assertion that such provision, use, maintenance, processing, installation, or integration infringes any right of that third party.
7. The supplier is never obliged to carry out data conversion, unless this has been expressly agreed upon in writing with the customer.
Obligations to cooperate
1. The parties recognize that the success of work in the field of information and communications technology depends on correct and timely mutual cooperation. The customer will always provide all reasonable cooperation required by the supplier in a timely manner.
2. Customer bears the risk of the selection of the items, goods and/or services to be delivered by the supplier. Customer always takes the utmost care to ensure that the requirements that the supplier's performance must meet are correct and complete. Dimensions and data stated in drawings, images, catalogues, websites, quotations, advertising material, standardization sheets, etc. are not binding for the supplier, unless the supplier expressly states otherwise.
3. If the customer deploys personnel and/or auxiliary persons in the execution of the agreement, these personnel and these auxiliary persons will have the necessary knowledge and experience. If supplier employees perform work at the customer's location, the customer will provide the necessary facilities in a timely manner and free of charge, such as a workspace with computer and network facilities. The supplier is not liable for damage or costs due to transmission errors, disruptions or unavailability of these facilities, unless the customer proves that this damage or costs are the result of intent or deliberate recklessness on the part of the supplier's management.
4. The workspace and facilities will meet all legal requirements. The customer indemnifies the supplier against claims from third parties, including employees of the supplier, who suffer damage in connection with the execution of the agreement as a result of actions or omissions by the customer or from unsafe situations in his organization. The customer will inform the employees deployed by the supplier of the house and security rules applicable within its organization before the start of the work.
5. If the customer makes software, equipment or other resources available to the supplier in connection with the supplier's services and products, the customer is responsible for obtaining all necessary licenses or approvals with regard to these resources that the supplier may need.
6. Customer is responsible for management, including control of the settings, the use of the products and/or services provided by the supplier and the way in which the results of the products and services are used. Customer is also responsible for the instruction and use by users.
7. The Customer will itself install, set up, parameterize and tune the (auxiliary) software required on its own equipment and, if necessary, adjust the equipment used, other (auxiliary) software and user environment and achieve the interoperability desired by the Customer.
Information obligations
1. To enable proper execution of the agreement by the supplier, the customer will always provide the supplier in a timely manner with all data or information reasonably required by the supplier.
2. The Customer guarantees the accuracy and completeness of the data, information, designs and specifications provided by it to the supplier. If the data, information, designs or specifications provided by the customer contain inaccuracies that are apparent to the supplier, the supplier will inquire about this with the customer.
3. In connection with continuity, the customer will appoint a contact person or contact persons who will act as such for the duration of the supplier's activities. Customer contact persons will have the necessary experience, specific subject matter knowledge and insight into the customer's desired objectives.
4. The supplier is only obliged to provide the customer with periodic information regarding the execution of the work through the contact person designated by the customer.
Project and steering groups
1. If both parties participate in a project or steering group with one or more employees deployed by them, the provision of information will take place in the manner agreed for the project or steering group.
2. Decisions taken in a project or steering group in which both parties participate only bind the supplier if the decision-making takes place in accordance with what has been agreed between the parties in writing in that respect or, in the absence of written arrangements in that respect, if the supplier has accepted the decisions in writing. The supplier is never obliged to accept or implement a decision if, in its opinion, it is incompatible with the content and/or proper performance of the agreement.
3. The customer guarantees that the persons designated by it to form part of a project or steering group are entitled to take decisions that are binding on the customer.
Time periods
1. The supplier will make reasonable efforts to observe as much as possible the (delivery) periods and/or (completion) dates, whether or not final, specified by it or agreed between the parties. Interim (completion) dates specified by the supplier or agreed between the parties always count as target dates, do not bind the supplier and are always indicative in nature.
2. If any period is likely to be exceeded, the supplier and the customer will consult to discuss the consequences of the overrun for the further planning.
3. In all cases - therefore also if the parties have agreed on a final (delivery) period or (completion) date - the supplier is only in default due to a time overrun after the customer has given it written notice of default, whereby the customer sets the supplier a reasonable period to remedy the shortcoming (in what has been agreed) and this reasonable period has expired. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that the supplier is given the opportunity to respond adequately.
4. If it has been agreed that the performance of the agreed work will take place in phases, the supplier is entitled to postpone the start of the work belonging to a phase until the customer has approved the results of the preceding phase in writing.
5. The supplier is not bound by a (completion) date or (delivery) period, whether or not final, if the parties have agreed on a change to the content or scope of the agreement (additional work, change of specifications, etc.) or a change to the approach to the performance of the agreement, or if the customer fails to fulfil its obligations arising from the agreement, does not do so on time or not in full. The fact that (a demand for) additional work arises during the performance of the agreement is never a ground for the customer to cancel or dissolve the agreement.
Dissolution and termination of the agreement
1. Each party only has the power to dissolve the agreement due to an attributable failure in the fulfilment of the agreement if the other party, always in all cases after a written notice of default that is as detailed as possible and sets a reasonable period for remedying the shortcoming, attributably fails to fulfil essential obligations under the agreement. Payment obligations of the customer and all obligations to cooperate and/or provide information on the part of the customer or a third party to be engaged by the customer count in all cases as essential obligations under the agreement.
2. If the customer has already received performances in execution of the agreement at the time of the dissolution, these performances and the related payment obligations will not be subject to reversal, unless the customer proves that the supplier is in default with respect to the essential part of those performances. Amounts invoiced by the supplier before the dissolution in connection with what it has already properly performed or delivered in execution of the agreement remain payable in full, with due observance of the provisions of the previous sentence, and become immediately due and payable at the time of the dissolution.
3. If an agreement which by its nature and content does not end by completion has been entered into for an indefinite period, it may be terminated in writing by either party after proper consultation and with a statement of reasons. If no notice period has been agreed between the parties, a reasonable period must be observed upon termination. The supplier will never be obliged to pay any compensation due to termination.
4. The customer is not entitled to terminate prematurely an agreement for services that has been entered into for a definite period.
5. Each party may terminate the agreement in writing in whole or in part with immediate effect and without notice of default if the other party is granted a suspension of payments, whether or not provisional, if bankruptcy is filed for with respect to the other party, or if the other party's business is liquidated or discontinued other than for the purposes of reconstruction or merger of businesses. The supplier may also terminate the agreement in whole or in part with immediate effect and without notice of default if the decisive control over the customer's business changes directly or indirectly. The supplier is never obliged to refund any monies already received or to pay any compensation due to termination as referred to in this paragraph. If the customer has irrevocably been declared bankrupt, the customer's right to use the software, websites and the like made available, as well as the customer's right to access and/or use the supplier's services, will end without any act of termination on the part of the supplier being required.
Liability of the supplier
1. The total liability of the supplier due to an attributable failure in the fulfilment of the agreement or on any legal basis whatsoever, expressly including every failure to fulfil a guarantee obligation agreed with the customer, is limited to compensation for direct damage up to a maximum of the amount of the price stipulated for that agreement (excl. VAT). If the agreement is mainly a continuing performance agreement with a term of more than one year, the price stipulated for that agreement is set at the total of the fees (excl. VAT) stipulated for one year. In no event, however, will the total liability of the supplier for direct damage, on any legal basis whatsoever, exceed € 500,000 (five hundred thousand euros).
2. The total liability of the supplier for damage due to death, physical injury or material damage to property will never exceed € 1,250,000 (one million two hundred and fifty thousand euros).
3. The liability of the supplier for indirect damage, consequential damage, lost profit, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims by the customer's customers, damage related to the use of items, materials or software of third parties prescribed to the supplier by the customer and damage related to the engagement of suppliers prescribed to the supplier by the customer is excluded. The liability of the supplier related to the mutilation, destruction or loss of data or documents is also excluded.
4. The exclusions and limitations of the supplier's liability described in articles 16.1 to 16.3 are entirely without prejudice to the other exclusions and limitations of the supplier's liability described in these general terms and conditions.
5. The exclusions and limitations referred to in articles 16.1 to 16.4 lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the supplier's management.
6. Unless fulfilment by the supplier is permanently impossible, the supplier's liability due to an attributable failure in the fulfilment of an agreement only arises if the customer gives the supplier immediate written notice of default, setting a reasonable period for remedying the shortcoming, and the supplier continues to attributably fail in the fulfilment of its obligations even after that period. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that the supplier is given the opportunity to respond adequately.
7. A condition for the existence of any right to compensation is always that the customer reports the damage to the supplier in writing as soon as possible after it has arisen. Every claim for compensation against the supplier lapses by the mere expiry of twenty-four months after the claim arose, unless the customer has instituted legal proceedings for compensation of the damage before the expiry of that period.
8. The customer indemnifies the supplier against all third-party claims due to product liability as a result of a defect in a product or system delivered by the customer to a third party that also consisted of equipment, software or other materials delivered by the supplier, unless and insofar as the customer proves that the damage was caused by that equipment, software or other materials.
9. The provisions of this article as well as all other limitations and exclusions of liability mentioned in these general terms and conditions also apply for the benefit of all (legal) persons that the supplier engages in the performance of the agreement.
Force majeure
1. Neither party is obliged to fulfil any obligation, including any statutory and/or agreed guarantee obligation, if it is prevented from doing so as a result of force majeure. Force majeure on the part of the supplier includes, among other things: (i) force majeure of the supplier's suppliers, (ii) the failure of suppliers prescribed to the supplier by the customer to properly fulfil their obligations, (iii) defectiveness of items, equipment, software or materials of third parties whose use has been prescribed to the supplier by the customer, (iv) government measures, (v) power failure, (vi) failure of the internet, data network or telecommunication facilities, (vii) war and (viii) general transport problems.
2. If a force majeure situation lasts longer than sixty days, either party has the right to dissolve the agreement in writing. What has already been performed under the agreement will in that case be settled proportionately, without the parties owing each other anything else.
Modifications and additional work
1. If the supplier has performed work or other performances at the request or with the prior consent of the customer that fall outside the content or scope of the agreed work and/or performances, this work or these performances will be remunerated by the customer according to the agreed rates and, in the absence thereof, according to the supplier's usual rates. The supplier is not obliged to comply with such a request and may require that a separate written agreement be concluded for it.
2. Insofar as a fixed price has been agreed for the services, the supplier will, upon request, inform the customer in writing about the financial consequences of the extra work or performances as referred to in this article.
Transfer of rights and obligations
1. The customer will never sell, transfer or pledge its rights and obligations under the agreement to a third party.
2. The supplier is entitled to sell, transfer or pledge its claims for payment of fees to a third party.
Applicable law and disputes
1. The agreements between the supplier and the customer are governed by Dutch law. The applicability of the 1980 Vienna Sales Convention is excluded.
2. Disputes arising from the agreement concluded between the parties and/or from further agreements resulting therefrom will be settled by arbitration in accordance with the Arbitration Regulations of the Stichting Geschillenoplossing Automatisering (Foundation for the Settlement of Automation Disputes), with its registered office in The Hague, all this without prejudice to the right of each party to request interim relief in (arbitral) summary proceedings and without prejudice to the right of each party to take precautionary legal measures. The place of arbitration is The Hague.
3. If a dispute arising from the agreement concluded between the parties or from further agreements resulting therefrom falls within the jurisdiction of the subdistrict court, either party is entitled, in deviation from the provisions of article 20.2, to bring the case before the legally competent court as a subdistrict court case. The parties only have the aforementioned power if no arbitration proceedings have yet been instituted for the dispute in question in accordance with the provisions of article 20.2. If the case has been brought before the legally competent court by one or more of the parties for consideration and decision with due observance of the provisions of this article 20.3, the subdistrict court judge of that court is competent to hear and decide the case.
4. Each party is in all cases entitled to start ICT Mediation proceedings in accordance with the ICT Mediation Regulations of the Stichting Geschillenoplossing Automatisering with respect to a dispute arising from the agreement concluded between the parties or from further agreements resulting therefrom. The other party is obliged to actively participate in ICT Mediation proceedings that have been instituted, which legally enforceable obligation in any case includes attending at least one joint meeting of mediators and parties, in order to give this extrajudicial form of dispute resolution a chance. Each party is free to end the ICT Mediation proceedings at any time after a first joint meeting of mediators and parties. The provisions of this paragraph do not prevent a party that deems it necessary from requesting interim relief in (arbitral) summary proceedings or from taking precautionary legal measures.

Chapter 2. Services

The provisions included in this chapter 'Services' apply, in addition to the General Provisions of these general terms and conditions, if the supplier provides services of any kind whatsoever (whether or not further elaborated in one of the other chapters of these general terms and conditions) to the customer.

Performance
1. The supplier will make every effort to perform its services with care, where applicable in accordance with the arrangements and procedures agreed with the customer in writing. All services of the supplier are performed on the basis of a best-efforts obligation, unless and insofar as the supplier has expressly promised a result in the written agreement and the result in question has also been described in the agreement with sufficient definiteness.
2. The supplier is not liable for damage or costs resulting from the use or misuse of access or identification codes or certificates, unless the misuse is the direct result of an intentional or deliberately reckless act or omission on the part of the supplier's management.
3. If the agreement has been entered into with a view to performance by one specific person, the supplier is always entitled to replace this person with one or more persons with the same and/or similar qualifications.
4. The supplier is not obliged to follow instructions from the customer in the performance of its services, in particular not if these are instructions that change or supplement the content or scope of the agreed services. If such instructions are followed, however, the work in question will be remunerated in accordance with the supplier's usual rates.
Service Level Agreement
1. Any arrangements regarding a service level (Service Level Agreement) are only expressly agreed in writing. The customer will always inform the supplier without delay of all circumstances that affect or may affect the service level and its availability.
2. If arrangements have been made about a service level, the availability of software, systems and related services is always measured in such a way that unavailability announced in advance by the supplier due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond the supplier's control, are disregarded. Subject to evidence to the contrary to be provided by the customer, the availability measured by the supplier will count as full proof.
Back-up
1. If the services provided to the customer under the agreement include making back-ups of the customer's data, the supplier will make a complete back-up of the customer's data in its possession with due observance of the periods agreed in writing and, in the absence thereof, once a week. The supplier will retain the back-up for the agreed period and, in the absence of arrangements in that respect, for the period customary at the supplier. The supplier will store the back-up carefully as a prudent custodian.
2. The customer itself remains responsible for fulfilling all statutory administration and retention obligations applicable to it.

Chapter 3. Software-as-a-Service (SaaS)

The provisions included in this chapter 'Software as a Service (SaaS)' apply, in addition to the General Provisions of these general terms and conditions and the provisions of the chapter 'Services', if the supplier performs services under the name of or in the field of Software-as-a-Service (also referred to as: SaaS). For the purposes of these general terms and conditions, SaaS means: making software available and keeping it available to the customer 'remotely' by the supplier via the internet or another data network, without providing the customer with a physical carrier containing the software in question.

Performance of the SaaS service
1. The supplier performs the SaaS service only on the instructions of the customer. The customer is not permitted to allow third parties to use the services provided by the supplier in the field of SaaS.
2. If the supplier performs work relating to the data of the customer, its employees or users on the basis of a request or competently issued order from a government authority or in connection with a statutory obligation, all associated costs will be charged to the customer.
3. The supplier may make changes to the content or scope of the SaaS service. If such changes result in a change to the procedures applicable at the customer, the supplier will inform the customer of this as early as possible and the costs of this change will be borne by the customer. In that case the customer may terminate the agreement in writing with effect from the date on which the change takes effect, unless this change is related to changes in relevant legislation or other regulations issued by competent authorities or the supplier bears the costs of this change.
4. The supplier may continue the performance of the SaaS service using a new or modified version of the software. The supplier is not obliged to maintain, modify or add specific properties or functionalities of the service or software specifically for the customer.
5. The supplier may temporarily put the SaaS service out of operation in whole or in part for preventive, corrective or adaptive maintenance or other forms of service. The supplier will not let the period of unavailability last longer than necessary and will ensure it takes place outside office hours where possible.
6. The supplier is never obliged to provide the customer with a physical carrier containing the software to be made and kept available to the customer in the context of the SaaS service.
Guarantee
1. The supplier does not guarantee that the software to be kept available in the context of the SaaS service is free of errors and functions without interruptions. The supplier will make an effort to repair errors as referred to in article 30.3 in the software within a reasonable period if and insofar as it concerns software developed by the supplier itself and the customer has reported the defects in question to the supplier in writing, described in detail. Where appropriate, the supplier may postpone the repair of the defects until a new version of the software is put into use. The supplier does not guarantee that defects in software not developed by the supplier itself will be remedied. The supplier is entitled to implement temporary solutions, program bypasses or problem-avoiding restrictions in the software. If the software has been developed on the instructions of the customer, the supplier may charge the customer the costs of repair at its usual rates.
2. On the basis of the information provided by the supplier regarding measures to prevent and limit the consequences of malfunctions, defects in the SaaS services, mutilation or loss of data or other incidents, the customer will identify the risks to its organisation and take additional measures where necessary. The supplier declares itself willing, at the customer's request, to cooperate to a reasonable extent with further measures to be taken by the customer, subject to (financial) conditions to be set by the supplier. The supplier is never obliged to repair mutilated or lost data.
3. The supplier does not guarantee that the software to be kept available in the context of the SaaS service will be adapted in time to changes in relevant laws and regulations.
Protection of personal data
1. On the basis of the legislation regarding the processing of personal data (such as the Dutch Personal Data Protection Act), the customer has obligations towards third parties, such as the obligation to provide information, as well as to grant access to, correct and delete personal data of data subjects. The responsibility for fulfilling these obligations rests fully and exclusively with the customer. The parties take the position that, with respect to the processing of personal data, the supplier is a 'processor' within the meaning of the Dutch Personal Data Protection Act.
2. The supplier will, as far as technically possible, provide support for the obligations to be fulfilled by the customer as referred to in article 26.1. The costs associated with this support are not included in the supplier's agreed prices and fees and are for the customer's account.
Commencement of the service; fee
1. Performance of the SaaS service to be provided by the supplier commences within a reasonable period after the conclusion of the agreement. The customer will ensure that it has the facilities required for the use of the SaaS service immediately after the conclusion of the agreement.
2. The customer owes the fee for the SaaS service that is included in the agreement. In the absence of an agreed payment schedule, all amounts relating to the SaaS service provided by the supplier are due in advance per calendar month.

Chapter 4. Software

The provisions in this chapter 'Software' apply, in addition to the General Provisions, if the supplier makes software available to the customer for use other than on the basis of a SaaS service.

Right of use and restrictions on use
1. On the basis of a user licence, the supplier makes the agreed computer programs and the agreed user documentation available to the customer for use during the term of the agreement, hereinafter referred to as 'the software'. The right to use the software is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
2. The supplier's obligation to make available and the customer's right of use extend exclusively to the so-called object code of the software. The customer's right of use does not extend to the source code of the software. The source code of the software and the technical documentation produced during the development of the software will not be made available to the customer, not even if the customer is prepared to pay financial compensation for them.
3. The customer will always strictly observe the agreed restrictions, of whatever nature or content, on the right to use the software.
4. If the parties have agreed that the software may only be used in combination with certain equipment, the customer is entitled, in the event of a malfunction of the equipment, to use the software on other equipment with the same qualifications for the duration of the malfunction.
5. The supplier may require that the customer does not put the software into use until the customer has obtained one or more codes required for use from the supplier, its 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 agreed between the parties. The customer will never remove or circumvent (or have removed or circumvented) technical provisions intended to protect the software.
6. The customer may only use the software in and for the benefit of its own company or organisation and only insofar as necessary for the intended use. The customer will not use the software for the benefit of third parties, for example in the context of 'Software-as-a-Service' (SaaS) or 'outsourcing'.
7. The customer is never permitted to sell, rent out, alienate or grant limited rights to the software and the carriers on which the software is or will be recorded, or to make them available to a third party in any way, for any purpose or under any title whatsoever. Nor will the customer give a third party access to the software, whether or not remotely (online), or place the software with a third party for hosting, not even if the third party in question uses the software exclusively for the benefit of the customer.
8. Upon request, the customer will immediately cooperate with an investigation to be carried out by or on behalf of the supplier regarding compliance with the agreed restrictions on use. At the supplier's first request, the customer will grant access to its buildings and systems. The supplier will treat as confidential all confidential business information that it obtains in the context of an investigation from or at the customer, insofar as that information does not concern the use of the software itself.
9. The parties take the position that the agreement concluded between the parties, insofar as its subject is the making available of software for use, will never be regarded as a purchase agreement.
10. The supplier is not obliged to maintain the software and/or to provide support to users and/or administrators of the software. If, contrary to the foregoing, the supplier is asked to provide maintenance and/or support for the software, the supplier may require the customer to enter into a separate written agreement for this.
Delivery and installation
1. The supplier will, at its option, deliver the software on the agreed format of data carrier or, in the absence of arrangements in that respect, on a format of data carrier to be determined by the supplier, or make the software available to the customer online for delivery. Any agreed user documentation will be provided, at the supplier's option, in paper or digital form in a language determined by the supplier.
2. Only if this has been agreed will the supplier install the software at the customer's premises. In the absence of arrangements in that respect, the customer itself will install, set up, parameterise and tune the software and, if necessary, adjust the equipment and user environment used.
Acceptance
1. If the parties have not agreed on an acceptance test, the customer accepts the software in the state it is in at the time of delivery ('as is, where is'), therefore with all visible and invisible errors and defects, without prejudice to the supplier's obligations under the guarantee scheme of article 34. In the aforementioned case, the software will be deemed to have been accepted by the customer upon delivery or, if installation by the supplier has been agreed in writing, upon completion of the installation.
2. If an acceptance test has been agreed between the parties, the provisions of articles 30.3 to 30.10 apply.
3. Where these general terms and conditions refer to 'errors', this means the substantial failure of the software to meet the functional or technical specifications of the software expressly made known in writing by the supplier and, if the software is wholly or partly custom software, the functional or technical specifications expressly agreed in writing. An error only exists if the customer can demonstrate it and it can also be reproduced. The customer is obliged to report errors without delay. The supplier has no obligation whatsoever with respect to defects in or of the software other than with respect to errors within the meaning of these general terms and conditions.
4. If an acceptance test has been agreed, the test period is fourteen days after delivery or, if installation by the supplier has been agreed in writing, fourteen days after completion of the installation. During the test period, the customer is not entitled to use the software for productive or operational purposes. The customer will carry out the agreed acceptance test with qualified personnel and with sufficient scope and depth.
5. If an acceptance test has been agreed, the customer is obliged to check whether the delivered software meets the functional or technical specifications expressly made known in writing by the supplier and, if and insofar as the software is wholly or partly custom software, the functional or technical specifications expressly agreed in writing.
6. The software will be deemed to have been accepted between the parties:
  
  a. if the parties have agreed on an acceptance test: on the first day after the test period, or
  
  b. if the supplier receives a test report as referred to in article 30.7 before the end of the test period: at the moment the errors mentioned in that test report have been repaired, without prejudice to the presence of errors that do not preclude acceptance according to article 30.8, or
  
  c. if the customer makes any use of the software for productive or operational purposes: at the moment of the relevant putting into use.
7. If, when carrying out the agreed acceptance test, it appears that the software contains errors, the customer will report the test results to the supplier no later than on the last day of the test period, in writing and in a clear, detailed and comprehensible manner. The supplier will make every effort to repair the errors referred to within a reasonable period, whereby the supplier is entitled to implement temporary solutions, program bypasses or problem-avoiding restrictions.
8. The customer may not withhold acceptance of the software for reasons not related to the specifications expressly agreed between the parties in writing and furthermore not because of the existence of minor errors, being errors that do not reasonably preclude the operational or productive putting into use of the software, without prejudice to the supplier's obligation to repair these minor errors under the guarantee scheme of article 34. Acceptance may furthermore not be withheld on account of aspects of the software that can only be assessed subjectively, such as aesthetic aspects of user interfaces.
9. If the software is delivered and tested in phases and/or parts, the non-acceptance of a particular phase and/or part does not affect the acceptance of an earlier phase and/or another part.
10. Acceptance of the software in one of the ways referred to in this article has the consequence that the supplier is discharged from the fulfilment of its obligations regarding the making available and delivery of the software and, if installation of the software by the supplier has also been agreed, of its obligations regarding the installation. Acceptance of the software does not affect the customer's rights under article 30.8 regarding minor defects and article 34 regarding the guarantee.
Making available
1. The supplier will make the software available to the customer within a reasonable period after the conclusion of the agreement.
2. Immediately after the agreement has ended, the customer will return all copies of the software in its possession to the supplier. If it has been agreed that the customer will destroy the copies in question at the end of the agreement, the customer will immediately notify the supplier of such destruction in writing. The supplier is not obliged, at or after the end of the agreement, to provide assistance with a view to a data conversion desired by the customer.
Fee for the right of use
1. The fee to be paid by the customer for the right of use is due at the agreed times or, in the absence of an agreed time:
  
  a. if the parties have not agreed that the supplier will take care of the installation of the software:
  
  - upon delivery of the software;
  
  - or, in the case of periodically due fees for the right of use, upon delivery of the software and subsequently at the start of each new term of the right of use;
  
  b. if the parties have agreed that the supplier will take care of the installation of the software:
  
  - upon completion of that installation;
  
  - or, in the case of periodically due fees for the right of use, upon completion of that installation and subsequently at the start of each new term of the right of use.
Modifications to the software
1. Except for exceptions provided by law, the customer is not entitled to modify the software in whole or in part without the prior written consent of the supplier. The supplier is entitled to refuse its consent or to attach conditions to it. The customer bears the full risk of all modifications made by or on the instructions of the customer by third parties, whether or not with the supplier's consent.
Guarantee
1. The supplier will make every effort to repair errors within a reasonable period if these have been reported to the supplier in writing, described in detail, within a period of three months after delivery or, if an acceptance test has been agreed, within three months after acceptance. The supplier does not guarantee that the software is suitable for the actual and/or intended use. Nor does the supplier guarantee that the software will work without interruption and/or that all errors will always be corrected. The repair is carried out free of charge, unless the software has been developed on the instructions of the customer other than for a fixed price, in which case the supplier will charge the costs of repair at its usual rates.
2. The supplier may charge the costs of repair at its usual rates if there are user errors or improper use on the part of the customer or other causes not attributable to the supplier. The repair obligation lapses if the customer makes or has changes made to the software without the supplier's written consent.
3. Repair of errors takes place at a location and in a manner to be determined by the supplier. The supplier is entitled to implement temporary solutions, program bypasses or problem-avoiding restrictions in the software.
4. The supplier is never obliged to repair mutilated or lost data.
5. The supplier has no obligation whatsoever, of whatever nature or content, with respect to errors reported after the expiry of the guarantee period referred to in article 34.2.
Software of third-party suppliers
1. If and insofar as the supplier makes software of third parties available to the customer, the (licence) terms of those third parties will apply in the relationship between the supplier and the customer with regard to that software, setting aside the provisions of these general terms and conditions that deviate from them, provided that the applicability of the (licence) terms of those third parties has been notified to the customer by the supplier in writing and those terms have moreover been provided to the customer before or upon the conclusion of the agreement. Contrary to the previous sentence, the customer cannot invoke a failure of the supplier to comply with the aforementioned information obligation if the customer is a party as referred to in article 6:235 paragraph 1 or paragraph 3 of the Dutch Civil Code.
2. If and insofar as the aforementioned terms of third parties are deemed not to apply or are declared inapplicable in the relationship between the customer and the supplier for whatever reason, the provisions of these general terms and conditions apply in full.

Chapter 5. Development of software and websites

The provisions in this chapter 'Development of software and websites' apply, in addition to the General Provisions and the provisions of the chapter 'Services', if the supplier designs and/or develops software and/or a website for the benefit of the customer and, where applicable, installs the software and/or website.

Specifications and development of software/website
1. If specifications or a design of the software or website to be developed have not already been provided to the supplier before or upon the conclusion of the agreement, the parties will specify in writing, in good consultation, which software or website will be developed and in what manner the development will take place.
2. The supplier will develop the software and/or website with care, all this with due observance of the expressly agreed specifications or the design and - where applicable - with due observance of the project organisation, methods, techniques and/or procedures agreed with the customer in writing. Before starting the development work, the supplier may require the customer to declare its agreement with the specifications or the design in writing.
3. If the parties use a development method that is characterised by the principle that the design and/or development of (parts of) the software or website takes place iteratively (for example Scrum), the parties accept that the work will not be carried out at the outset on the basis of complete or fully worked-out specifications and also that specifications, whether or not agreed at the start of the work, may be adjusted during the performance of the agreement in good consultation, with due observance of the project approach belonging to the development method in question. During the performance of the agreement, the parties will jointly take decisions in good consultation regarding the specifications that apply to the next phase of the project (for example a 'time-box') and/or the next partial development. The customer accepts the risk that the software and/or the website will not necessarily meet all specifications. The customer will ensure permanent, active input and cooperation of relevant end users, supported by the customer's organisation, among other things with regard to testing and with regard to (further) decision-making. The customer guarantees that the employees deployed by it who are appointed to key positions have the decision-making powers required for that position. The customer guarantees the expeditiousness of the progress decisions to be taken by it during the performance of the agreement. In the absence of timely and clear progress decisions on the part of the customer in accordance with the project approach belonging to the development method in question, the supplier is entitled - but not obliged - to take the decisions it deems appropriate.
4. If the parties use a development method as referred to in article 36.3, the provisions of article 30.1, articles 30.4 to 30.8 and article 34.1 do not apply. The customer accepts the software and/or website in the state it is in at the end of the last development phase ('as is, where is'). The supplier is not obliged to repair errors after the last development phase, unless expressly agreed otherwise in writing.
5. In the absence of specific arrangements in that respect, the supplier will start the design and/or development work within a reasonable period to be determined by it after the conclusion of the agreement.
6. Upon request, the customer will enable the supplier to perform the work outside the usual working days and working hours at the customer's office or location.
7. The supplier's performance obligations with regard to the development of a website do not include making available a so-called 'content management system'.
8. The supplier's performance obligations do not include maintenance of the software and/or the website and/or providing support to users and/or administrators thereof. If, contrary to the foregoing, the supplier must also provide maintenance and/or support, the supplier may require the customer to enter into a separate written agreement for this. This work will be charged separately at the supplier's usual rates.
Delivery, installation and acceptance
1. The provisions of article 29 regarding delivery and installation apply mutatis mutandis.
2. Unless the supplier will 'host' the software and/or website on its own computer system for the benefit of the customer under the agreement, the supplier will deliver the website to the customer on an information carrier to be determined by it and in a form to be determined by it, or make it available to the customer online for delivery.
3. The provisions of article 30 of these general terms and conditions regarding acceptance apply mutatis mutandis.
Right of use
1. The supplier makes the software and/or website developed on the instructions of the customer and any accompanying user documentation available to the customer for use.
2. Only if this has been agreed in writing will the source code of the software and the technical documentation produced during the development of the software be made available to the customer, in which case the customer will be entitled to make modifications to the software.
3. The supplier is not obliged to make available the auxiliary software and program or data libraries required for the use and/or maintenance of the software.
4. The provisions of article 28 regarding the right of use and restrictions on use apply mutatis mutandis.
5. Only if it is expressly apparent from the content of the written agreement that all design and development costs are borne fully and exclusively by the customer, no restrictions apply to the customer in the right to use the software and/or website, this in deviation from the provisions of article 38.4.
Fee
1. In the absence of an agreed payment schedule, all amounts relating to the design and development of software and/or websites are due in arrears per calendar month.
2. The price for the development work also includes the fee for the right to use the software or website during the term of the agreement.
3. The fee for the development of the software does not include a fee for the auxiliary software and program and data libraries required by the customer, any installation services and any adaptation and/or maintenance of the software. Nor does the fee include the provision of support to its users.
Guarantee
1. The provisions of article 34 regarding the guarantee apply mutatis mutandis.
2. The supplier does not guarantee that the website developed by it works properly in conjunction with all types or new versions of web browsers and any other software. Nor does the supplier guarantee that the website works properly in conjunction with all types of equipment.

Chapter 6. Maintenance of software and support

The provisions included in this chapter 'Maintenance of software and support' apply, in addition to the General Provisions of these general terms and conditions and the provisions of the chapter 'Services', if the supplier performs services in the field of maintenance of software and support in the use of software.

Maintenance services
1. If agreed, the supplier will perform maintenance with respect to the software specified in the agreement. The maintenance obligation includes the repair of errors in the software within the meaning of article 30.3 and - only if this has been agreed in writing - making available new versions of the software in accordance with article 42.
2. The customer will report errors found in the software in detail. After receipt of the report, the supplier will, in accordance with its usual procedures, make every effort to repair errors and/or make improvements in later new versions of the software. Depending on the urgency and the supplier's version and release policy, the results will be made available to the customer in a manner and within a period to be determined by the supplier. The supplier is entitled to implement temporary solutions, program bypasses or problem-avoiding restrictions in the software. The customer will itself install, set up, parameterise and tune the corrected software or the new version of the software made available and, if necessary, adjust the equipment and user environment used.
3. The provisions of articles 34.3 and 34.4 apply mutatis mutandis.
4. If the supplier performs the maintenance online, the customer will ensure a sound infrastructure and network facilities in good time.
5. The customer will provide all cooperation required by the supplier for the maintenance, including the temporary suspension of the use of the software and making a back-up of all data.
6. If the maintenance relates to software that was not delivered to the customer by the supplier itself, the customer will, if the supplier considers this necessary or desirable for the maintenance, make available the source code and the technical (development) documentation of the software (including data models, designs, change logs, etc.). The customer guarantees that it is entitled to make these available in this way. The customer grants the supplier the right to use and modify the software, including the source code and technical (development) documentation, in the context of performing the agreed maintenance.
7. The maintenance by the supplier is without prejudice to the customer's own responsibility for the management of the software, including monitoring the settings and the way in which the results of the use of the software are deployed. The customer will itself install, set up, parameterise and tune (auxiliary) software and, if necessary, adjust the equipment, other software and user environment used and achieve the interoperability desired by the customer.
New versions of the software
1. The maintenance includes making available new versions of the software only if and insofar as this has been agreed in writing. If the maintenance includes making available new versions of the software, this takes place at the supplier's discretion.
2. Three months after making available an improved version, the supplier is no longer obliged to repair errors in the previous version or to provide support and/or maintenance with respect to a previous version.
3. The supplier may require that, for the making available of a version with new functionality, the customer enters into a further written agreement with the supplier and that a further fee is paid for making it available. The supplier may adopt functionality from a previous version of the software unchanged, but does not guarantee that each new version contains the same functionality as the previous version. The supplier is not obliged to maintain, modify or add specific properties or functionalities of the software specifically for the customer.
4. The supplier may require the customer to adjust its system (equipment, software, etc.) if this is necessary for the proper functioning of a new version of the software.
Support services
1. If the supplier's services under the agreement also include support to users and/or administrators of the software, the supplier will advise by telephone or e-mail on the use and functioning of the software specified in the agreement. The supplier may set conditions regarding the qualifications and the number of persons eligible for support. The supplier will process properly substantiated requests for support within a reasonable period in accordance with its usual procedures. The supplier does not guarantee the accuracy, completeness or timeliness of responses or support provided. Support is provided on working days during the supplier's usual opening hours.
2. If the supplier's services under the agreement also include the provision of so-called 'standby services', the supplier will keep one or more staff members available during the days specified in the agreement and at the times specified therein. In that case, the customer is entitled to call on the support of the staff members kept available in urgent cases if there is a serious malfunction in the functioning of the software. The supplier does not guarantee that all malfunctions will be remedied in time.
3. The maintenance and the other agreed services as referred to in this chapter are performed with effect from the day on which the agreement was concluded, unless the parties have agreed otherwise in writing.
Fee
1. In the absence of an expressly agreed payment schedule, all amounts relating to maintenance of software and the other services specified in the agreement as referred to in this chapter are due in advance per calendar month.
2. Amounts relating to the maintenance of the software and the other services specified in the agreement as referred to in this chapter are due from the start of the agreement. The fee for maintenance and other services is due regardless of whether the customer has put the software into use or makes use of the possibility of maintenance or support.

Chapter 7. Advice and consultancy

The provisions included in this chapter 'Advice and consultancy' apply, in addition to the General Provisions of these general terms and conditions and the provisions of the chapter 'Services', if the supplier provides services in the field of advice and consultancy.

Performance of advice and consultancy services
1. The lead time of an assignment in the field of consultancy or advice depends on various factors and circumstances, such as the quality of the data and information provided by the customer and the cooperation of the customer and relevant third parties. Unless otherwise agreed in writing, the supplier will therefore not commit itself in advance to a lead time for the assignment.
2. The supplier's services are performed exclusively on the supplier's usual working days and hours.
3. The use the customer makes of an advice and/or consultancy report issued by the supplier is always at the customer's risk. The burden of proof that (the manner of providing) advice and consultancy services does not comply with what has been agreed in writing or with what may be expected of a reasonably acting and competent supplier rests entirely with the customer, without prejudice to the supplier's right to provide evidence to the contrary by all means.
4. Without the supplier's prior written consent, the customer is not entitled to make any communication to a third party about the supplier's working methods, methods and techniques and/or the content of the supplier's advice or reports. The customer will not provide the supplier's advice or reports to a third party or otherwise make them public.
Reporting
1. The supplier will periodically inform the customer about the performance of the work in the manner agreed in writing. The customer will notify the supplier in writing in advance of circumstances that are or may be of importance to the supplier, such as the manner of reporting, the issues to which the customer wants attention to be paid, the customer's prioritisation, the availability of the customer's resources and personnel, and special facts or circumstances possibly unknown to the supplier. The customer will ensure the further distribution and consideration of the information provided by the supplier within the customer's organisation, assess this information partly on that basis and inform the supplier accordingly.
Fee
1. In the absence of an expressly agreed payment schedule, all fees relating to services provided by the supplier as referred to in this chapter are due in arrears per calendar month.

Chapter 8. Secondment services

The provisions included in this chapter 'Secondment services' apply, in addition to the General Provisions of these general terms and conditions and the provisions of the chapter 'Services', if the supplier makes one or more employees available to the customer to work under the customer's supervision and direction.

Secondment services
1. The supplier will make the employee specified in the agreement available to the customer to perform work under the customer's direction and supervision. The results of the work are at the customer's risk. Unless otherwise agreed in writing, the employee will be made available to the customer for forty hours per week during the supplier's usual working days.
2. The customer may only deploy the employee made available for work other than the agreed work if the supplier has agreed to this in advance in writing.
3. The customer is only permitted to lend the employee made available on to a third party to work under the supervision and direction of that third party if this has been expressly agreed in writing.
4. The supplier will make an effort to ensure that the employee made available remains available for work during the agreed days for the duration of the agreement, except in the event of illness or resignation of the employee. Even if the agreement has been entered into with a view to performance by a specific person, the supplier is always entitled, after consultation with the customer, to replace this person with one or more persons with the same qualifications.
5. The customer is entitled to request replacement of the employee made available (i) if the employee made available demonstrably fails to meet expressly agreed quality requirements and the customer notifies the supplier of this, stating reasons, within three working days after the start of the work, or (ii) in the event of long-term illness or resignation of the employee made available. The supplier will give priority attention to the request without delay. The supplier does not guarantee that replacement is always possible. If replacement is not possible or not immediately possible, the customer's claims to further fulfilment of the agreement as well as all claims of the customer due to non-fulfilment of the agreement lapse. The customer's payment obligations regarding the work performed remain fully in force.
Duration of the secondment agreement
1. In deviation from the provisions of article 4 of these general terms and conditions, if the parties have not agreed on anything regarding the duration of the secondment, the agreement has a term of indefinite duration, in which case a notice period of one calendar month applies to each party after any initial term. Notice of termination must be given in writing.
Working hours, working times and working conditions
1. The working times, rest times and working hours of the employee made available are the same as the times and hours customary at the customer. The customer guarantees that the working and rest times and the working hours comply with the relevant laws and regulations.
2. The customer will inform the supplier of an intended (temporary) closure of its company or organisation.
3. The customer is obliged towards the supplier and the employee made available to comply with the relevant laws and regulations in the field of workplace safety and working conditions.
Overtime pay and travel time
1. If the employee made available works, on the instructions or at the request of the customer, more hours per day than the agreed or usual number of working hours or works outside the working days customary at the supplier, the customer owes the agreed overtime rate for these hours or, in the absence of an agreed overtime rate, the overtime rate customary at the supplier. Upon request, the supplier will inform the customer of the applicable overtime rates.
2. Costs and travel time will be charged to the customer in accordance with the rules and standards customary at the supplier. Upon request, the supplier will inform the customer of the usual rules and standards applicable in that respect.
Hirer's liability and other liability
1. The supplier will ensure the timely and full payment of the wage tax, social insurance contributions and turnover tax payable for the employee made available in connection with the agreement with the customer. The supplier indemnifies the customer against all claims from the tax authorities or the bodies for the implementation of social insurance legislation that are due on account of the agreement with the customer, on the condition that the customer informs the supplier in writing without delay of the existence and content of the claim and leaves the handling of the matter, including reaching any settlements, entirely to the supplier. To this end, the customer will grant the supplier the necessary powers of attorney, information and cooperation to defend itself against these claims, if necessary in the customer's name.
2. The supplier accepts no liability for the quality of the results of work carried out under the supervision and direction of the customer.

Chapter 9. Education and Training

The provisions included in this chapter 'Education and Training' apply, in addition to the General Provisions of these general terms and conditions and the provisions of the chapter 'Services', if the supplier provides services, under whatever name and in whatever way (e.g. in electronic form), in the field of education, courses, workshops, training, seminars and the like (hereinafter referred to as: training).

Registration and cancellation
1. Registration for a training must be made in writing and is binding after confirmation by the supplier.
2. The customer bears the responsibility for the choice and suitability of the training for the participants. The lack of the required prior knowledge on the part of a participant does not affect the customer's obligations under the agreement. The customer is permitted to replace a participant in a training with another participant after the supplier's prior written consent.
3. If the number of registrations gives the supplier reason to do so in its opinion, the supplier is entitled to cancel the training, to combine it with one or more other training courses, or to have it take place at a later date or time. The supplier reserves the right to change the location of the training. The supplier is entitled to make organisational and substantive changes to a training.
4. The consequences of a cancellation of participation in a training by the customer or participants are governed by the rules customary at the supplier. A cancellation must always be made in writing and prior to the training or the relevant part thereof. Cancellation or non-attendance does not affect the customer's payment obligations under the agreement.
Provision of the training
1. The customer accepts that the supplier determines the content and depth of the training.
2. The customer will inform the participants about, and supervise compliance by participants with, the obligations under the agreement and the (behavioural) rules prescribed by the supplier for participation in the training.
3. If the supplier uses its own equipment or software in providing the training, the supplier does not guarantee that this equipment or software is free of errors or functions without interruptions. If the supplier provides the training at the customer's location, the customer will ensure the availability of properly functioning equipment and software.
4. The administration of an examination or test is not part of the agreement.
5. The customer owes a separate fee for the documentation, training materials or resources made available or produced for the training. The foregoing also applies to any training certificates or duplicates thereof.
6. If the training is offered on the basis of e-learning, the provisions of the chapter 'Software-as-a-Service (SaaS)' apply mutatis mutandis as much as possible.
Price and payment
1. The supplier may require the customer to pay the fees due before the start of the training. The supplier may exclude participants from participation if the customer has failed to ensure timely payment, without prejudice to all other rights of the supplier.
2. Unless the supplier has expressly indicated that the training is exempt from VAT within the meaning of article 11 of the Dutch Turnover Tax Act 1968, the customer also owes VAT on the fee. After the conclusion of the agreement, the supplier is entitled to adjust its prices in the event of any change to the VAT regime for training established by or pursuant to the law.

Chapter 10. Hosting

The provisions included in this chapter 'Hosting' apply, in addition to the General Provisions of these general terms and conditions and the provisions of the chapter 'Services', if the supplier provides services, under whatever name, in the field of 'hosting' and related services.

Hosting services
1. The supplier will perform the hosting services agreed with the customer.
2. If the subject of the agreement is the making available of disk space on equipment, the customer will not exceed the agreed disk space, unless the agreement expressly regulates the consequences of doing so. The agreement only involves the making available of disk space on a server reserved exclusively and specifically for the customer if this has been expressly agreed in writing. All use of disk space, data traffic and other load on systems and infrastructure is limited to the maxima agreed between the parties. The data traffic not used by the customer in a given period cannot be carried over to a following period. The supplier will charge an additional fee for exceeding the agreed maxima in accordance with its usual rates.
3. The customer is responsible for the management, including monitoring the settings, the use of the hosting service and the way in which the results of the service are deployed. In the absence of express arrangements in that respect, the customer will itself install, set up, parameterise and tune the (auxiliary) software and, if necessary, adjust the equipment, other software and user environment used and achieve the interoperability desired by the customer. The supplier is not obliged to perform data conversion.
4. Only if this has been expressly agreed in writing does the agreement also include the provision or making available of backup, contingency and recovery services.
5. The supplier may temporarily put the hosting service out of operation in whole or in part for preventive, corrective or adaptive maintenance. The supplier will not let the period of unavailability last longer than necessary, will ensure it takes place outside office hours where possible and will, depending on the circumstances, start it after consultation with the customer.
6. If the supplier performs services for the customer under the agreement with respect to a domain name, such as the application, renewal or alienation or transfer to a third party, the customer must take into account the rules and working methods of the relevant authority(ies). Upon request, the supplier will provide the customer with a written copy of those rules. The supplier expressly accepts no responsibility for the accuracy or timeliness of the services or the achievement of the results intended by the customer. The customer owes all costs associated with the application and/or registration at the agreed rates or, in the absence of agreed rates, at the rates customary at the supplier. The supplier does not guarantee that a domain name desired by the customer will be allocated to the customer.
Notice and Take Down
1. The customer will at all times conduct itself carefully and not unlawfully towards third parties, in particular by respecting the intellectual property rights and other rights of third parties, respecting the privacy of third parties, not distributing data contrary to the law, not gaining unauthorised access to systems, not distributing viruses or other harmful programs or data, and refraining from criminal offences and violation of any other statutory obligation.
2. In order to prevent liability towards third parties or to limit the consequences thereof, the supplier is always entitled to take measures with respect to an act or omission by or at the risk of the customer. At the supplier's first written request, the customer will immediately remove data and/or information from the supplier's systems, failing which the supplier is entitled, at its option, to remove the data and/or information itself or to make access to it impossible. In the event of a violation or threatened violation of the provision of article 57.1, the supplier is furthermore entitled to deny the customer access to its systems with immediate effect and without prior notice. The foregoing is without prejudice to any other measures or the exercise of other statutory and contractual rights by the supplier towards the customer. In that case, the supplier is also entitled to terminate the agreement with immediate effect, without being liable towards the customer on that account.
3. The supplier cannot be required to form an opinion on the merits of the claims of third parties or of the customer's defence, or to be involved in any way in a dispute between a third party and the customer. The customer will have to deal with the third party in question in this respect and inform the supplier in writing, properly substantiated with documents.

Chapter 11. Purchase of equipment

The provisions included in this chapter 'Purchase of equipment' apply, in addition to the General Provisions of these general terms and conditions, if the supplier sells equipment of any kind whatsoever and/or other items (tangible objects) to the customer.

Purchase and sale
1. The supplier sells the equipment and/or other items according to nature and number as agreed in writing, just as the customer buys these from the supplier.
2. The supplier does not guarantee that the equipment and/or items are suitable upon delivery for the actual use and/or the use intended by the customer, unless the purposes of use have been clearly specified without reservation in the written agreement.
3. The supplier's sales obligation does not include assembly and installation materials, software, consumables and supplies, batteries, stamps, ink (cartridges), toner supplies, cables and accessories.
4. The supplier does not guarantee that the assembly, installation and user instructions accompanying the equipment and/or items are free of errors and that the equipment and/or items possess the properties stated in these instructions.
Delivery
1. The equipment and/or items sold by the supplier to the customer will be delivered to the customer ex warehouse. Only if this has been agreed in writing will the supplier deliver, or have delivered, the items sold to the customer at a location to be designated by the customer. In that case, the supplier will notify the customer, if possible in good time before the delivery, of the time at which it or the carrier engaged intends to deliver the equipment and/or items.
2. The purchase price of the equipment and/or items does not include the costs of transport, insurance, hoisting and lifting work, hiring of temporary facilities, etc. Where applicable, these costs will be charged to the customer.
3. If the customer requests the supplier to remove old materials (such as networks, cabinets, cable ducts, packaging materials, equipment) or if the supplier is legally obliged to do so, the supplier may accept this request by means of a written order at its usual rates. If and insofar as the supplier is not legally permitted to require payment of a fee (e.g. in the context of the so-called 'old for new scheme'), it will not charge this fee to the customer where applicable.
4. If the parties have agreed this in writing, the supplier will install, configure and/or connect the equipment and/or items, or have them installed, configured and/or connected. Any obligation to install and/or configure equipment on the part of the supplier does not include performing data conversion and installing software. The supplier is not responsible for obtaining any required permits.
5. The supplier is always entitled to perform the agreement in partial deliveries.
Trial setup
1. Only if this has been agreed in writing will the supplier be obliged to place a trial setup with respect to the equipment in which the customer is interested. The supplier may attach (financial) conditions to a trial setup. A trial setup involves the temporary placement on approval of equipment in a standard configuration, excluding accessories, in a room to be made available by the customer, before the customer definitively decides whether or not to buy the equipment in question. The customer is liable for the use, damage, theft or loss of equipment that forms part of a trial setup.
Environmental requirements
1. The customer will ensure an environment that meets the requirements specified by the supplier for the equipment and/or items, including with regard to temperature, humidity and technical environmental requirements.
2. The customer will ensure that work to be carried out by third parties, such as construction work, is carried out adequately and in good time.
Guarantee
1. The supplier will make every effort to repair material and manufacturing defects in the equipment sold and/or other items sold, as well as in parts delivered by the supplier under the guarantee, free of charge within a reasonable period if these defects have been reported to the supplier, described in detail, within a period of three months after delivery. If repair is not possible in the supplier's reasonable opinion, if repair would take too long or if repair would involve disproportionately high costs, the supplier is entitled to replace the equipment and/or the items free of charge with other, similar but not necessarily identical equipment and/or items. Data conversion that is necessary as a result of repair or replacement falls outside the guarantee. All replaced parts become the property of the supplier. The guarantee obligation lapses if defects in the equipment, the items or the parts are wholly or partly the result of incorrect, careless or incompetent use, of external causes such as fire or water damage, or if the customer makes or has changes made to the equipment or to the parts delivered by the supplier under the guarantee without the supplier's consent. The supplier will not withhold such consent on unreasonable grounds.
2. Any other or further reliance by the customer on non-conformity of the delivered equipment and/or items than provided for in article 62.1 is excluded.
3. Costs of work and repair outside the scope of this guarantee will be charged by the supplier in accordance with its usual rates.
4. Under the purchase agreement, the supplier has no obligation whatsoever with respect to errors and/or other defects reported after the expiry of the guarantee period referred to in article 62.1.
Equipment of third-party suppliers
1. If and insofar as the supplier sells equipment originating from a third party to the customer, the sales terms of that third party will apply in the relationship between the supplier and the customer with regard to that equipment, setting aside the provisions of these general terms and conditions that deviate from them, provided that the applicability of the sales terms of that third party has been notified to the customer by the supplier in writing and those terms have moreover been provided to the customer before or upon the conclusion of the agreement. Contrary to the previous sentence, the customer cannot invoke a failure of the supplier to comply with the aforementioned information obligation if the customer is a party as referred to in article 6:235 paragraph 1 or paragraph 3 of the Dutch Civil Code.
2. If and insofar as the aforementioned terms of third parties are deemed not to apply or are declared inapplicable in the relationship between the customer and the supplier for whatever reason, the provisions of these general terms and conditions apply in full.

Chapter 12. Rental of equipment

The provisions included in this chapter 'Rental of equipment' apply, in addition to the General Provisions of these general terms and conditions, if the supplier rents out equipment of any kind whatsoever to the customer.

Rental and letting
1. The supplier rents out to the customer the equipment specified in the rental agreement and the accompanying user documentation.
2. The rental does not include the making available of software on separate data carriers and the consumables and supplies required for the use of the equipment, such as batteries, ink (cartridges), toner supplies, cables and accessories.
3. The rental commences on the day the equipment is made available to the customer.
Pre-inspection
1. Before or on the occasion of making the equipment available, the supplier may, by way of pre-inspection, draw up a description of the state of the equipment in the presence of the customer, stating any defects found. The supplier may require the customer to sign the report drawn up with this description for approval before the supplier provides the equipment to the customer for use. The defects in the equipment stated in that description are at the supplier's expense. Upon finding defects, the parties will agree whether and, if so, in what manner and within what period the repair of the defects stated in the description will take place.
2. If the customer does not properly cooperate with the pre-inspection as referred to in article 65.1, the supplier has the right to carry out this inspection in the customer's absence and to draw up the report itself. This report is binding on the customer.
3. If no pre-inspection is carried out, the customer is deemed to have received the equipment in good and undamaged condition.
Use of the equipment
1. The customer will use the equipment exclusively in accordance with the purpose intended under the agreement and at the locations specified in that agreement, in and for the benefit of its own organisation or company. Use of the equipment by or for the benefit of third parties is not permitted. The right to use the equipment is non-transferable. The customer is not permitted to sublet the equipment to a third party or otherwise give a third party the (joint) use of it.
2. The customer itself will install, assemble and make the equipment ready for use.
3. The customer is not permitted to use the equipment or any part thereof as collateral or security, in any way whatsoever, or to dispose of it in any other way.
4. The customer will use the equipment carefully and keep it as a prudent custodian. The customer will take sufficient measures to prevent damage. In the event of damage to the equipment, the customer will notify the supplier thereof without delay. The customer is liable towards the supplier for damage to the equipment. In all cases, the customer is liable towards the supplier in the event of theft, loss or embezzlement of the equipment during the rental period.
5. The customer will not change the equipment in whole or in part or add anything to it. If changes or additions have nevertheless been made where applicable, the customer will undo or remove them no later than at the end of the rental agreement.
6. The parties agree that defects in the changes and additions made to the equipment by or on the instructions of the customer, and all defects in the equipment arising from those changes or additions, are not defects within the meaning of article 7:204 of the Dutch Civil Code. The customer has no claim whatsoever against the supplier with respect to these defects. The supplier is not obliged to repair or maintain these defects.
7. The customer has no claim to any compensation in connection with changes to, or additions made by the customer to, the rented equipment that have not been undone or removed at or after the end of the rental agreement, for whatever reason.
8. The customer will immediately notify the supplier in writing of any attachment of the equipment, stating the identity of the attaching party and the reason for the attachment. The customer will immediately give the attaching bailiff access to the rental agreement.
Maintenance of rented equipment
1. The customer will not maintain the rented equipment itself or have it maintained by a third party.
2. The customer will immediately notify the supplier in writing of any defects it finds in the rented equipment. The supplier will make every effort to repair, by way of corrective maintenance, the defects in the equipment that are at its expense within a reasonable period. The supplier is also entitled, but not obliged, to carry out preventive maintenance on the equipment. Upon request, the customer will enable the supplier to carry out corrective and/or preventive maintenance. The parties will discuss the days and times at which maintenance will take place in advance in good consultation. During the maintenance period, the customer has no right to replacement equipment.
3. Excluded from the obligation to repair defects are:
  
  - the repair of defects that the customer accepted when entering into the rental agreement;
  
  - the repair of defects resulting from external causes;
  
  - the repair of defects that can be attributed to the customer, its staff members and/or third parties engaged by the customer;
  
  - the repair of defects resulting from careless, incorrect or incompetent use or use contrary to the documentation;
  
  - the repair of defects resulting from use of the equipment contrary to its intended purpose;
  
  - the repair of defects resulting from unauthorised changes or additions made to the equipment.
4. If the supplier repairs, or has repaired, the defects referred to in the previous paragraph, the customer owes the associated costs at the supplier's usual rates.
5. The supplier is always entitled to choose to refrain from repairing defects and to replace the equipment with other, similar but not necessarily identical equipment.
6. The supplier is never obliged to repair or reconstruct lost data.
Final inspection and return
1. At the end of the rental agreement, the customer will return the equipment to the supplier in its original state. Costs of transport in connection with the return are at the customer's expense.
2. Before or no later than on the last working day of the rental term, the customer will cooperate with a joint final inspection of the state of the equipment. The findings will be recorded in a report drawn up jointly by the parties, which must be signed by both parties. If the customer does not cooperate with this final inspection, the supplier is entitled to carry out this inspection in the customer's absence and to draw up the report referred to itself. This report is binding on the customer.
3. The supplier is entitled to have the defects stated in the final inspection report that are reasonably at the customer's expense and risk repaired at the customer's expense. The customer is liable for damage suffered by the supplier due to temporary unusability or further unrentability of the equipment.
4. If, at the end of the rental, the customer has not undone a change made by it to the equipment or has not removed an addition to it, the parties agree that the customer is deemed to have waived any right to those changes and/or additions.

Chapter 13. Maintenance of equipment

The provisions included in this chapter 'Maintenance of equipment' apply, in addition to the General Provisions of these general terms and conditions and the provisions of the chapter 'Services', if the supplier maintains equipment of any kind whatsoever for the benefit of the customer.

Maintenance services
1. The supplier will perform the maintenance with respect to the equipment specified in the agreement, provided the equipment is located in the Netherlands.
2. During the time that the supplier has the equipment to be maintained in its possession, the customer has no right to temporary replacement equipment.
3. The content and scope of the maintenance services to be performed and any associated service levels will be laid down in a written agreement. In the absence thereof, the supplier is obliged to make every effort to remedy malfunctions that have been properly reported to the supplier by the customer within a reasonable period. In these general terms and conditions, 'malfunction' means the failure of the equipment to meet, or to meet without interruption, the specifications of that equipment expressly made known in writing by the supplier. A malfunction only exists if the customer can demonstrate this malfunction and it can moreover be reproduced. The supplier is also entitled, but not obliged, to carry out preventive maintenance.
4. Immediately after a malfunction of the equipment occurs, the customer will notify the supplier thereof by means of a detailed description.
5. The customer will provide all cooperation required by the supplier for the maintenance, such as the temporary suspension of the use of the equipment. The customer is obliged to give the supplier's personnel or third parties designated by the supplier access to the location of the equipment, to provide all other necessary cooperation and to make the equipment available to the supplier for the maintenance.
6. Before offering the equipment to the supplier for maintenance, the customer will ensure that a complete and properly functioning back-up copy has been made of all software and data recorded in or on the equipment.
7. At the supplier's request, an expert employee of the customer will be present for consultation during maintenance work.
8. The customer is authorised to connect equipment and systems not delivered by the supplier to the equipment and to install software on it.
9. If, in the supplier's opinion, it is necessary for the maintenance of the equipment that the connections of the equipment with other equipment or with software are tested, the customer will make the relevant other equipment and software as well as the test procedures and information carriers available to the supplier.
10. The test material required for the maintenance that does not form part of the supplier's normal equipment must be made available by the customer.
11. The customer bears the risk of loss, theft or damage of the equipment during the period that the supplier has it in its possession for maintenance work. It is left to the customer to insure this risk.
Maintenance fee
1. The maintenance price does not include:
  
  - costs of (replacing) consumables such as batteries, stamps, ink (cartridges), toner supplies, cables and accessories;
  
  - costs of (replacing) parts as well as maintenance services for the repair of malfunctions wholly or partly caused by attempts at repair by parties other than the supplier;
  
  - work for the overhaul of the equipment;
  
  - modifications to the equipment;
  
  - relocation, moving, reinstallation of equipment or work resulting therefrom.
2. The maintenance fee is due regardless of whether the customer has put the equipment into use or makes use of the possibility of maintenance.
Exclusions
1. Work in connection with the investigation or repair of malfunctions that result from or are related to user errors, incompetent use of the equipment or external causes, such as defects in the internet, data network connections, power supplies, or links with equipment, software or materials not covered by the maintenance agreement, does not form part of the supplier's obligations under the maintenance agreement.
2. The supplier's maintenance obligations do not include:
  
  - the investigation or repair of malfunctions that result from or are related to modification of the equipment other than by or on behalf of the supplier;
  
  - the use of the equipment contrary to the applicable conditions and the customer's failure to have the equipment maintained in good time.
  
  Nor do the supplier's maintenance obligations include the investigation or repair of malfunctions related to software installed on the equipment.
3. If the supplier carries out an investigation and/or maintenance in connection with the provisions of article(s) 71.1 and/or 71.2, the supplier may charge the costs of that investigation and/or maintenance at its usual rates. The foregoing is without prejudice to everything owed by the customer to the supplier in respect of maintenance.
4. The supplier is never obliged to repair data mutilated or lost as a result of malfunctions and/or maintenance.

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