The NLDigital conditions have been filed by NLDigital at the Court of Central Netherlands, location Utrecht. © 2020 NLDigital

Chapter 1. General provisions

 

Article 1 Applicability NLDigital Conditions

1.1 These NLDigital conditions (hereinafter also: these general terms and conditions) apply to all offers and agreements where supplier supplies goods and/or services of any kind and under whatever name to the Customer.

1.2 Deviations from and additions to these General Terms and Conditions only apply if they have been agreed in writing between the parties.

1.3 The applicability of purchasing or other conditions of the Customer is expressly rejected.

1.4 If and insofar as the Supplier makes Products or Services of third parties available to the Customer or grants access to that, with regard to those products or services, the (license or sale) conditions of the third parties in question apply in the relationship between supplier and the customer with the disposal of the deviating provisions in these general terms and conditions, provided that the application of those third parties is to the customer's conditions and a sale) is offered to take cognizance of those conditions. Contrary to the previous sense, the Customer does not appeal to a supplier's failure to comply with the aforementioned obligation, if the Customer concerns a party as referred to in Article 6: 235 paragraph 1 or paragraph 3 of the Dutch Civil Code.

1.5 If and to the extent that the aforementioned conditions of third parties in the relationship between the customer and the supplier for whatever reason are not applicable or be declared inapplicable, these general terms and conditions will apply in full.

1.6 If any provision of these General Terms and Conditions is void or is annulled, the other provisions of these General Terms and Conditions will remain in force. In that case, the supplier and customer will consult, with the aim of agreeing new provisions of as many as possible to replace the void or destroyed provisions.

1.7 Without prejudice to the provisions of Article 1.4, in the event of contradiction of agreements made between the parties, which is stipulated in these general terms and conditions, unless the parties have been deviated from explicitly and with reference to these terms and conditions thereof. In the event of contradiction between provisions from chapters of these conditions, what is stipulated in an earlier chapter applies, unless explicitly deviated from it.

Article 2 offers

2.1 All offers and other expressions of the supplier are without obligation, unless the Supplier has indicated otherwise in writing. The Customer is responsible for the accuracy and completeness of the information provided by or on his behalf to the Supplier on which the Supplier has based his offer, with the exception of obvious typos.

Article 3 Price and payment

3.1 All prices are exclusive of sales tax (VAT) and other product or service-specific levies imposed by the government. All prices made by the supplier are in euros and the customer must pay in euros.

3.2 A pre -calculation or budget issued by the Supplier cannot derive any rights or expectations, unless the parties have agreed otherwise in writing. A budget made known by the Customer only a (fixed) price agreed between the parties if this has been explicitly agreed in writing.

3.3 The Customer consists of several natural persons and/or legal persons according to the agreement, then each of those (legal) persons is jointly and severally linked to the supplier to fulfill the agreement.

3.4 With regard to the performance performed by the supplier and the amounts owed by the Customer, the data from the supplier's administration provides full evidence, without prejudice to the customer's right to provide proof to the contrary.

3.5 In the event of a periodic payment obligation of the customer, the supplier, in writing and in accordance with the index or other benchmarked, may adjust applicable prices and rates for the period specified in the Agreement. If the agreement does not explicitly provide for the possibility of adjusting the prices or rates, the supplier may adjust the applicable prices and rates in writing of a period of at least three months. If in the latter case the Client does not wish to agree with the adjustment, the Client is entitled to cancel the agreement in writing within thirty days of notification of the adjustment with effect from the date on which the new prices and/or rates would enter into force.

3.6 In the Agreement, the parties record the date or data on which the Supplier charges the reimbursement for the agreed performance to the Customer. Amounts due are paid by the customer in accordance with the agreed or stated payment conditions. The Customer is not entitled to suspend any payment, nor to the settlement of amounts due.

3.7 The Customer does not pay the amounts due or not in time, then the customer, without a reminder or notice of default being required, owes statutory interest for trade agreements on the outstanding amount. If the Client will continue to pay the claim after a reminder or notice of default, the Supplier can hand over the claim and in addition to the total amount due, the customer is also obliged to compensate for all reasonable judicial and extrajudicial costs, including all costs calculated by external experts. All this does not affect the other legal and contractual rights of the supplier.

Article 4 Duration of the Agreement

4.1 If and insofar as the agreement between the parties is a lasting agreement, the agreement has been entered into for the agreed duration, failing which the duration of one year applies.

4.2 The duration of a fixed -term agreement is tacitly extended for the duration of the originally agreed period with a maximum of 1 year, unless the customer or supplier cancel the agreement in writing with due observance of a notice period of three months before the end of the relevant period.

Article 5 Confidentiality

5.1 Customer and supplier ensure that all data received from the other party that one knows or should reasonably know that they are of a confidential nature remain secret. This prohibition does not apply if and insofar as the provision of the data in question to a third party is necessary under a court decision, a legal provision, on the basis of a legally given order of a government agency or for the proper implementation of the agreement. The party that receives confidential data will only use it for the purpose for which they were provided. Data will in any case be considered confidential if they are referred to as such by one of the parties.

5.2 The Customer acknowledges that the software made available by or via the supplier always has a confidential character and that these business secrets of the supplier, his suppliers or the producer of the software contains.

Article 6 Privacy and Data processing

6.1 If, in the opinion of the Supplier, this is relevant for the implementation of the Agreement, the Customer will, if requested, inform the Supplier in writing about the way in which the Customer implements his obligations based on the legislation in the field of personal data protection.

6.2 The Customer indemnifies the supplier against claims from persons whose personal data are or will be processed for which the Customer is responsible for the law, unless the Customer proves that the facts that are based on the claim are attributable to the supplier.

6.3 The responsibility for the data that is processed by the customer with the use of a Supplier Service lies with the customer. The customer is opposed to the supplier that the content, use and/or processing of the data are not unlawful and do not infringe any right of a third party. The customer indemnifies the supplier against any legal claim of a third party, for whatever reason, in connection with this data or the implementation of the agreement.

6.4 If the Supplier carries out work on the basis of a request or competent order of a government agency or in connection with a legal obligation with regard to data from the customer, his employees or users, all costs associated with it may be charged to the Customer.

6.5 If the supplier as a processor, as referred to in the legislation in the field of protection of personal data, performs performance for the customer, then Chapter 2 'Standard clauses for processing' also applies.

Article 7 Security

7.1 If the Supplier is obliged to provide a form of information security on the basis of the Agreement, that security will comply with the specifications regarding security agreed in writing between the parties. Supplier does not guarantee that the information security is effective under all circumstances. If an explicitly described method of security is lacking in the agreement, the protection will meet a level that, in view of the state of the technology, the implementation costs, the information known to the supplier, the size and context of the information to be protected, the purposes and the normal use of its products and services and the probability and severity of foreseeable risks is not unreasonable.

7.2 The access or identification codes, certificates or other security resources provided to the Customer to the Customer are confidential and will be treated as such and will only be made known to the customer's own organization of the customer. Supplier is entitled to change assigned access or identification codes and certificates. Customer is responsible for the management of authorizations and the provision and timely withdrawal of access and identification codes.

7.3 If the protection or testing thereof relates to software, equipment or infrastructure that has not been delivered to the customer by the Supplier, then the Customer guarantees that all necessary licenses or approvals have been obtained to be allowed to perform the aforementioned services. Supplier is not liable for damage caused in connection with the performance of this services. Customer indemnifies the supplier against any legal claim for any reason, in connection with the implementation of this services.

7.4 The Supplier is entitled to adjust the security measures from time to time if this is necessary as a result of changing circumstances.

7.5 The customer will adequately protect its systems and infrastructure and keep it adequately secured.

7.6 The Supplier can give instructions to the customer with regard to the protection that aim is to prevent or minimize incidents or the consequences of incidents that can affect the protection. If the Customer does not follow such instructions from the supplier or a relevant government body or does not follow in time, then the supplier is not liable and indemnifies the customer's supplier for the damage that may arise as a result.

7.7 The supplier is always permitted to apply technical and organizational facilities for protecting equipment, data files, websites, software, software or other works that are provided to the customer (directly or indirectly), also in connection with an agreed restriction in the content or duration of the right to use these objects. The Customer will not remove such a technical provision (s) or or have it circumvented or or have it circumvented.

Article 8 reservation of ownership and rights and suspension

8.1 All goods delivered to the Customer remain the property of the Supplier until all amounts that the Customer owes to the Supplier on the basis of the agreement concluded between the parties are fully paid to the Supplier. A customer who acts as a reseller will be allowed to sell and deliver all matters that are subject to the retention of title of the supplier insofar as this is customary in the context of the normal conduct of his business.

8.2 The property law consequences of the ownership of a case intended for export are governed by the law of the State of Destination if that right contains more favorable provisions for the supplier.

8.3, where appropriate, the Client is granted or transferred to the Customer on the condition that the Customer has paid all amounts owed from the Agreement.

8.4 The Supplier may include the data, documents, software and/or data files received in the context of the Agreement, despite an existing obligation to issue or transfer, until the Client has paid all amounts owed to the supplier.

Article 9 Risk transition

9.1 The risk of loss, theft, embezzlement or damage to goods, data (including: usernames, codes and passwords), documents, software or data files that are manufactured in the context of the implementation of the agreement for, delivered to or used by the customer, is transferred to the customer at the time at which they are brought from the customer or an assistance person in the customer's actual disposal or an assistance.

Article 10 Intellectual property

10.1 All intellectual property rights to the software developed or made available to the Client on the basis of the Agreement, websites, data files, equipment, training, test and exam material or other materials such as analyzes, designs, documentation, reports, quotations thereof, servants or based solely resorting to Supplier, reside only in the provisory. The Customer only obtains the user rights that have been explicitly granted in the law and forced law in the law in the law in the law. A right to use that is due to the customer is non-exclusive, non-transferable, non-plea and non-publicized.

10.2 If the Supplier is willing to commit himself to transfer a right of intellectual property, such an obligation can only be entered into in writing and explicitly. Indien partijen schriftelijk overeenkomen dat een recht van intellectuele eigendom ten aanzien van specifiek voor klant ontwikkelde programmatuur, websites, databestanden, apparatuur, know how of andere werken of materialen, over zal gaan op klant, tast dit het recht of de mogelijkheid van leverancier niet aan om de aan die ontwikkeling ten grondslag liggende onderdelen, ontwerpen, algoritmen, documentatie, werken, protocollen, standaarden en dergelijke, zonder enige beperking voor andere doeleinden te gebruiken and/or exploit, either for itself either for third parties. Supplier also has the right the general principles, ideas and programming languages ​​used for manufacturing,
or are based on development, from any work without using any restriction for other purposes and/or exploiting for themselves or for third parties. Nor does the transfer of an intellectual property right affect the supplier's right to do developments that are similar or derived for those or are being done for the benefit of the Client.

10.3 The Customer will not indicate (s) regarding the confidential nature or relevant copyrights, brands, trade names or any other intellectual property right from the software, websites, data files, equipment or materials (or have) changed or or have it changed.

10.4 Leverancier vrijwaart klant tegen elke aanspraak van een derde die erop gebaseerd is dat door leverancier zelf ontwikkelde programmatuur, websites, databestanden, apparatuur of andere materialen inbreuk maken op een recht van intellectuele eigendom van die derde, onder de voorwaarde dat klant leverancier onverwijld schriftelijk informeert over het bestaan en de inhoud van de aanspraak en de afhandeling van de zaak, waaronder het treffen van eventuele schikkingen, geheel overlaat aan leverancier. Klant zal daartoe de nodige volmachten, informatie en medewerking aan leverancier verlenen om zich tegen deze aanspraken te verweren. Deze verplichting tot vrijwaring vervalt indien de verweten inbreuk verband houdt (i) met door klant ter gebruik, bewerking, verwerking of onderhoud aan leverancier ter beschikking gestelde werken of materialen, dan wel (ii) met wijzigingen die klant zonder schriftelijke toestemming van leverancier in de programmatuur, websites, databestanden, apparatuur of andere werken of materialen heeft aangebracht of heeft laten aanbrengen. Indien in rechte onherroepelijk vaststaat dat de door leverancier zelf ontwikkelde programmatuur, websites, databestanden, apparatuur of andere materialen inbreuk maken op enig aan een derde toebehorend recht van intellectuele eigendom of indien naar het oordeel van leverancier een gerede kans bestaat dat een zodanige inbreuk zich voordoet, zal leverancier, indien mogelijk, zorg dragen dat klant het geleverde, of functioneel gelijkwaardige andere programmatuur, websites, databestanden, apparatuur of materialen kan blijven gebruiken. Iedere andere of verdergaande vrijwaringsverplichting van leverancier wegens inbreuk op een recht van intellectuele eigendom van een derde is uitgesloten.

10.5 The Customer guarantees that no rights of third parties oppose the available to supplier of equipment, software, materials intended for websites, data files and/or other materials, designs, and/or other works with the purpose of use, maintenance, processing, installation or integration, including having the correct licenses. Customer indemnifies the supplier against any claim from a third party based on making it available, use, maintenance, editing, installing or integration infringing any right of that third party.

10.6 Supplier is never obliged to perform data version, unless this has been explicitly agreed with the Customer in writing.

10.7 Supplier is entitled to use logo, logo or name of the customer in his external communication.

Article 11 Implementation Services

11.1 The Supplier will be able to work with care to the best of its time, where appropriate in accordance with the agreements and procedures recorded with the Customer. All services of the supplier are performed on the basis of an effort obligation, unless and insofar as the supplier has explicitly promised a result in the written agreement and the result in question has been described in the agreement sufficiently.

11.2 The Supplier is not liable for damage or costs that are the result of use or abuse that is made of access or identification codes, certificates or other security products, unless the abuse is the direct consequence of intent or deliberate recklessness of the supplier's management.

11.3 If the agreement has been entered into with a view to implementation by one particular person, the supplier is always entitled to replace this person with one or more persons with the same and/or similar qualifications.

11.4 The Supplier is not obliged to follow the Customer in the implementation of his services, in particular not if this concerns instructions that change or supplement the content or size of the agreed services. However, if such instructions are followed, the relevant work will be reimbursed in accordance with the usual rates of the supplier.

Article 12 Information and other cooperation obligations

12.1 The parties acknowledge that the success of work in the field of information and communication technology depends on correct and timely mutual cooperation. Customer will always provide all reasonable cooperation in time.

12.2 The Customer is responsible for the accuracy and completeness of the information, information, design and specifications provided to the supplier by or on his behalf. If the data, information, designs or specifications provided by the Customer contains known inaccuracies for the supplier, the supplier will inquire about this from the Client.

12.3 In connection with continuity, the Customer will appoint a contact person or contact persons who act as such for the duration of the work of the supplier. Customer contact persons will have the necessary experience, specific material knowledge and insight into the objectives desired by the customer.

12.4 The Customer bears the risk of selecting the goods, goods and/or services to be delivered by the supplier. The customer always takes the utmost care to ensure that the requirements for the performance are correct and complete. In drawings, images, catalogs, websites, quotations, advertising material, standardisation sheets and data stated, etc. are not binding for the supplier, except if the Supplier is explicitly stated otherwise.

12.5 If the Client uses staff and/or auxiliary persons in the implementation of the Agreement, this staff and these helpers will have the necessary knowledge and experience. In the event that employees of the supplier perform work on the location of customer work, the customer will take care of the necessary facilities on time 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, malfunctions or non-availability of these facilities, unless the Customer proves that these damage or costs are the result of intent or deliberate recklessness of the supplier's management.

12.6 The workspace and facilities will meet all legal requirements. Customer indemnifies the supplier against claims from third parties, including employees of the supplier, who suffer damage in connection with the implementation of the agreement
is of acting or omissions of the customer or unsafe situations in his organization. The Customer will make the home, information and security rules applicable within his organization before the start of the work to the employees who have been used by the Supplier.

12.7 The Customer is responsible for management, including control of the institutions, 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.

12.8 The customer will take care of the necessary equipment, infrastructure and supporting software and the (auxiliary) software required on its own equipment, set up, parametrize, tune and, if necessary, the equipment used, other (auxiliary) software and usage environment and keep the intervention and keep the customer desired.

Article 13 Project and steering groups

13.1 If both parties with one or more employees who participate in a project or steering group participate, the provision of information will take place in the manner as agreed for the project or steering group.

13.2 Decisions made in a project or steering group in which both parties participate, the supplier only bindes if the decision-making is made in accordance with what has been agreed in writing between the parties or, in the absence of written agreements, if the supplier has accepted the decisions in writing. The supplier is never obliged to accept or implement a decision if, in his opinion, this is incompatible with the content and/or proper implementation of the agreement.

13.3 The Customer guarantees that the persons who have been designated by him to be part of a project or steering group are entitled to make binding decisions for the customer.

ARTICLE 14 TIMES

14.1 The Supplier reasonably makes for it to observe as much as possible (delivery) deadlines and/or (delivery) data as much as possible. The supplier mentioned or agreed between the parties (delivery) data always counts as a target data, the supplier does not bind and always have an indicative character.

14.2 If exceeding any term is threatening, the supplier and the customer will consult to discuss the consequences of the exceedance for further planning.

14.3 In all cases - therefore also if the parties have agreed an extreme (delivery) period or (delivery) date - the Supplier will first be in default due to time exceeding after the Customer has given him a written notice of default, whereby the Customer sets a reasonable period to purify the shortcoming (on the agreed) and this reasonable period has been expired. The notice of default must contain a description that is as complete and detailed as possible, so that the supplier is given the opportunity to respond adequately.

14.4 If it has been agreed that the fulfillment of the agreed work will take place in phases, the Supplier is entitled to postpone the start of the work that belongs to a phase until the Customer has approved the results of the preceding phase in writing.

14.5 The Supplier is not bound by an extreme (delivery) date or (delivery) period if the parties have agreed a change in the content or extent of the agreement (additional work, change of specifications, etc.) or a change in the approach to the execution of the agreement, or if the customer does not comply with his obligations that arise from the agreement, not timely or not fulfilled. The fact that during the execution of the agreement (the demand for) additional work occurs is never ground for the Customer for cancellation or termination of the agreement.

Article 15 Dissolution and cancellation of the Agreement

15.1 To each of the parties, the authority to terminate the agreement due to an attributable shortcoming in the fulfillment of the agreement only adds if the other party, always in all cases after the most detailed possible written notice of default, is set for purifying the shortcoming, culping in the fulfillment of essential obligations. Payment obligations from the Customer and all obligations for cooperation and/or information provision by the Customer or a third party to be engaged by the Customer apply in all cases as substantial obligations under the Agreement.

15.2 If at the time of the dissolution, the Customer has already received performance to implement the agreement, these performance and the related payment obligations will not be the object of cancellation, unless the Customer proves that the supplier is in default with regard to the essential part of those performance. Amounts that the supplier has invoiced before the dissolution in connection with what he has already properly performed or delivered in the execution of the Agreement remain due to the provisions of the previous sentence and will be immediately due and payable at the time of the dissolution.

15.3 If an agreement that ends by its nature and content has not ended up for an indefinite period of time, it can be canceled in writing by each of the parties after good consultation and stating the reasons. If no notice period has been agreed between the parties, a reasonable period of time must be taken into account in the cancellation. The Supplier will never be kept as any compensation due to cancellation.

15.4 The Customer is not entitled to cancel an assignment agreement that has been entered into for a fixed period, or an agreement that ends due to full -term.

15.5 Each of the parties can cancel the Agreement in wholly or partially in writing without notice of default if the Other Party is granted a suspension of payment, whether or not for the time being, if bankruptcy is requested with regard to the other party, if the company of the other party is liquidated or terminated other than for the purpose of reconstruction. The Supplier can also cancel the agreement in whole or in part without notice of default if the decisive control over the customer's company changes directly or indirectly. Due to the termination as referred to in this paragraph, the Supplier has never been obliged to pay any refund of money already received or for compensation. In the event that the Customer has irrevocably been in a state of bankruptcy, the right of the Customer to use the software, websites and the like, as well as the right of the customer to access and/or use of the services of the supplier, then ends without being required by the Supplier for this.

Article 16 Liability of the supplier

16.1 The total liability of the supplier for attributable shortcomings in the fulfillment of the agreement or on any legal basis, including, explicitly including any shortcoming in the fulfillment of a warranty or indemnity obligation agreed with the Customer, is limited to compensation for damage as detailed in this article.

16.2 Direct damage is limited to a maximum of the amount of the price stipulated for that agreement (excl. VAT). If the agreement is mainly a duration agreement with a term of more than one year, the price stipulated for that agreement will be stipulated on the total of the reimbursements (excl. VAT) stipulated for one year. Under no circumstances will the total liability of the supplier for direct damage, on any legal basis,, however, more than € 500,000 (five hundred thousand euros).

16.3 Damage due to death, physical injury or due to material damage to cases is limited to € 1,250,000 (one million two hundred and fifty thousand euros).

16.4 Indirect damage, consequential damage, lost profit, lost savings, reduced goodwill, damage caused by business interruption, damage as a result of claims from the customer's buyers, damage related to the use of goods, materials or programms of third parties prescribed by the Client and Damage Preserving Provincers is prescribed by the Customer to the Supplier. The liability of the supplier is also related to mutilation, destruction or loss of data or documents.

16.5 The exclusions and limitations of liability of the Supplier described in Article 16.2 to 16.4 leave the other exclusions and limitations of liability of the supplier described in these general terms and conditions, completely unaffitable.

16.6 The exclusions and restrictions referred to in Article 16.2 to 16.5 will be canceled if and insofar as the damage is the result of intent or deliberate recklessness of the supplier's management.

16.7 Unless fulfillment by the supplier is permanently impossible, the liability of the Supplier arises due to the attributable shortcoming in the fulfillment of an agreement only if the Client does not immediately notice the supplier in writing, whereby a reasonable period for the purification of the shortcoming remains and the supplier is also attributed in the nomination of his obligations. The notice of default must contain a description that is as complete and detailed as possible, so that the supplier is given the opportunity to respond adequately.

16.8 A condition for the occurrence of any right to compensation is always that the Customer reports the damage to the Supplier in writing as soon as possible after its occurrence. Every claim for compensation against the supplier expires due to the mere course of twenty -four months after the claim has occurred, unless the Client has brought a legal claim for compensation for the damage before the expiry of that period.

16.9 The Customer indemnifies the Supplier for all claims from third parties due to product liability as a result of a defect in a product or system that has been supplied to a third party and that also consisted of equipment supplied by the supplier, software or other materials, unless and insofar as the customer proves that the damage is caused by that equipment, proposal or materials.

16.10 The provisions of this article, as well as all other restrictions and exclusions of liability referred to in these general terms and conditions, also apply to all (legal) persons whose supplier and his suppliers are committed to the implementation of the Agreement.

Article 17 Force majeure

17.1 None of the parties is obliged to fulfill any obligation, including any legal and/or agreed guarantee obligation if it is prevented from this as a result of force majeure. Force majeure on the part of the Supplier is understood: (i) force majeure of suppliers of supplier, (ii) not properly fulfilling obligations of suppliers that have been prescribed by the customer to the supplier, (iii) defective things, equipment, programmother or materials of third parties of which the customer's use, () Government, () Government, () Government, () Vi) Preservementary, () Vi) Government, () Vi), () Vi), () Vi), () Vi), () Vi), () Vi), () Vi), () Vi), () Vi) is the Supplier's Supplica, IS PRIMATIUSATIVERATOR, () Vi) Supplier's Supplement. The internet, data network or telecommunicative facilities, (VII) (cyber) crime, (cyber) vandalism, war or terrorism and (VIII) general transport problems.

17.2 If a force majeure situation lasts longer than sixty days, each of the parties has the right to terminate the agreement in writing. In that case, what has already been done on the basis of the agreement will be paid proportionally, without the parties owing each other something.

Article 18 Service Level Agreement

18.1 Any agreements regarding a service level (Service Level Agreement) are only explicitly agreed in writing. The Customer will always inform the supplier immediately about all circumstances that influence the service level and the availability thereof.

18.2 If agreements have been made about a service level, the availability of software, systems and related services is always measured in such a way that the outdoor use announced by the supplier due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances that are located outside the influence of the Supplier are left out of consideration. Subject to the proof to the contrary to be provided by the Customer, the availability measured by the Supplier will count as full evidence.

Article 19 Backup

19.1 If the services provided to the Customer on the basis of the Agreement includes the making of backups of data from the Customer, the Supplier will, with due observance of the written-agreed periods, and, in the absence thereof, a complete back-up of the data of the Customer owned by him. In the absence of agreements on the retention period, the Supplier saves the backup during the period usual by the supplier. Supplier will carefully keep the backup as a good family man.

19.2 The Customer himself remains responsible for fulfillment of all legal administration and retention obligations applicable to him.

Article 20 Change and additional work

20.1 If the Supplier has performed work or other services at the request or prior approval that fall outside the content or extent of the agreed work and/or performance, these activities or performance will be reimbursed by the Customer in accordance with the agreed rates and in the absence thereof in accordance with the supplier's usual rates. The Supplier is not obliged to comply with such a request and he may require that a separate written agreement will be concluded for this.

20.2 The Customer realizes that changes and additional work (can) lead to the shifting of (delivery) deadlines and (delivery) data. New (delivery) periods indicated by the supplier and (delivery) data replace the earlier.

20.3 Insofar as a fixed price has been agreed for the agreement, the Supplier will, if requested, inform the Customer in writing about the financial consequences of the extra activities or performance as referred to in this article.

Article 21 Transfer of rights and obligations

21.1 The Customer will never sell, transfer or pledge the rights and obligations that he has on the basis of an agreement.

21.2 The Supplier is entitled to sell, transfer or pledge his claims for payment of reimbursements to a third party.

Article 22 Applicable law and disputes

22.1 The agreements between the supplier and the customer are governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.

22.2 Disputes that arise as a result of the agreement concluded between the parties and/or as a result of further agreements that result from this, are settled by arbitration in accordance with the arbitration regulations of the Automatisering Dispute Solution, (www.sgoa.eu), all without prejudice to the right of each party to ask for a provision and without raid) Conservatory legal measures. The place of arbitration is Amsterdam, or another place as stated in the arbitration regulations.

22.3 If a dispute fall within the agreement concluded between the parties or as a result of further agreements that are the result, within the jurisdiction of the Dutch Subdistrict Court, each of the parties, contrary to the provisions of Article 22.2, is entitled to pove the case as a cantonal case to the legal competent court in the Netherlands. The foregoing authority only comes to the parties if no arbitral procedure has been brought in in accordance with the provisions of Article 22.2 in respect of that dispute. If the case has been submitted by one or more of the parties to the legally competent court with due observance of the provisions of this Article 22.3, the subdistrict court judge of that court is authorized to deal with the case and decide on it.

22.4 Each of the parties is entitled to start a dispute in respect of the agreement concluded between the parties or in response to further agreements that result from this, in all cases, a procedure of IT-Mediation in accordance with the IT-Mediation Regulations of the Automatisering Dispute Solution Foundation. The Other Party is obliged to actively participate in a paved IT mediation, which legally enforceable obligation should in any case include attending at least one joint discussion of mediators and parties in order to give this extrajudicial form of dispute solution a chance. It is free to terminate the procedure of ICT mediation at any time after a joint first discussion of mediators and parties. The provisions of this paragraph do not object to the fact that a party that considers it necessary, asks a provision in (arbitral) summary proceedings or take precious legal measures.

Chapter 2. Standard clauses for processing

The provisions included in this chapter 'Standard clauses for processing' apply, in addition to the general provisions of these general terms and conditions, if the Supplier processes Personal Data in the context of the Implementation of the Agreement for the benefit of the Processing Controller (s) as (sub) Processor (Data Processor) as referred to in the Legislation on the Protection of Personal Data. These standard clauses for processing together with practical agreements on processing in the agreement or a separate appendix (for example a Data Pro Statement) a processing agreement as referred to in Article 28 (3) of the Data Protection Regulation (AVG).

Article 23 General

23.1 The Supplier processes the personal data on behalf of the Customer in accordance with the written instructions of the Customer agreed with the Supplier.

23.2 The client, or his client, is the controller within the meaning of the AVG, has control over the processing of the personal data and has set the purpose of and the means for the processing of the personal data.

23.3 Supplier is a processor within the meaning of the AVG and therefore has no control over the purpose of and the means for the processing of the personal data and therefore does not make decisions about, among other things, the use of the personal data.

23.4 Supplier implements the AVG as laid down in this chapter 'Standard clauses for processing' and in the agreement. It is up to the Customer to assess whether the supplier offers adequate guarantees with regard to the application of appropriate technical and organizational measures on the basis of this information, so that the processing meets the requirements of the AVG and the protection of the rights of those involved is sufficiently guaranteed.

23.5 The Customer is opposed to the supplier that he acts in accordance with the AVG, that he adequately protects his systems and infrastructure at all times and that the content, use and/or processing of the personal data are not unlawful and do not infringe any rights of a third party.

23.6 The Customer is not entitled to recover an administrative fine imposed by the regulator on any legal basis from the supplier. This chapter (2) means a supervisory authority as referred to in the AVG.

Article 24 Security

24.1 The Supplier takes the technical and organizational security measures, as described in the agreement. When taking the technical and organizational security measures, the Supplier took into account the state of the technology, the implementation costs of the security measures, the nature, size and context of the processing, the nature of its products and services, the processing risks and the in terms of proof of his Products and Freedoms, the Supplier.

24.2 Unless explicitly stated in the Agreement, the product or service of the Supplier is not designed to process special categories of personal data or data on criminal convictions or criminal offenses.

24.3 Supplier strives to ensure that the security measures to be taken by him are appropriate for the use of the product or service intended by the supplier.

24.4 In the opinion of the customer, the security measures described, taking into account the factors referred to in Article 24.1, offer a security level tailored to the risk of processing or provided personal data.

24.5 The Supplier can make changes to the security measures taken if, in his opinion, this is necessary to continue to offer a suitable level of security. Supplier will make important changes and will inform the customer where relevant of those changes.

24.6 Customer can request the supplier to take further security measures. The supplier is not obliged to make changes to his security measures on such a request. The Supplier may charge the costs of the changes made at the request of the Customer to the Client. Only after the changed security measures desired by the Customer have been agreed in writing by the parties, the Supplier has the obligation to actually implement these security measures.

Article 25 Institutions in connection with personal data

25.1 The supplier does not guarantee that the security measures are effective under all circumstances. If the Supplier discovers an infringement in connection with personal data, he will inform the customer without unreasonable delay. The agreement stipulates how the supplier informs the customer about infringements in connection with personal data. If no specific agreements have been made, the Supplier will contact the contact person at the customer in the usual manner.

25.2 It is up to the controller (customer, or his client) to assess whether the infringement in connection with personal data for which the supplier has informed must be reported to the supervisor or the person concerned. Reporting infringements in connection with personal data remains at all times the responsibility of the controller (customer or his client). The supplier is not obliged to report infringements in connection with personal data to the regulator and/or the person concerned.

25.3 The Supplier will, if necessary, provide further information about the infringement in connection with personal data and will cooperate with the necessary information provision to the Client for a report to the regulator or stakeholders.

25.4 Supplier can charge the reasonable costs that he incurs in this context to the customer at his than applicable rates.

Article 26 Confidentiality

26.1 Supplier ensures that the persons who process personal data under his responsibility have a confidentiality obligation.

26.2 The Supplier is entitled to provide the personal data to third parties, if and insofar as the provision is necessary pursuant to a judicial decision, a legal provision, on the basis of a competent order of a government agency or for the proper implementation of the agreement.

Article 27 Obligations upon termination

27.1 In the event of the end of the Processor Agreement, the Supplier will remove all personal data receiving and the customer received within the period included in the agreement in such a way that they can no longer be used and will no longer be accessible (Render Inaccessable), or, if agreed, return to the customer in a machine.

27.2 Supplier can charge the Client any costs that he incurs in the context of the provisions of the previous paragraph. Further agreements can be laid down in the agreement on this.

27.3 The provisions of Article 27.1 do not apply if a legal regulation prevents the whole or partial removal or returning of the personal data by the supplier. In such a case, the Supplier will only continue to process the personal data insofar as necessary due to his legal obligations. The provisions of Article 27.1 also do not apply if the supplier is the controller within the meaning of the AVG with regard to the personal data.

Article 28 Rights Die Stenele, Data Protection Impact Assessment (DPIA) and Audit Rights

28.1 The Supplier, where possible, will cooperate with reasonable requests from the customer who are related to the rights of those involved by the Client. If the supplier is approached directly by a person concerned, he will refer them to the customer where possible.

28.2 If the Customer is obliged to do so according to the AVG, the Supplier will cooperate with a Data Protection Effect Assessment (DPIA) or a preceding consultation for this.

28.3 Leverancier zal op verzoek van klant alle informatie ter beschikking stellen die in redelijkheid nodig is om nakoming van de in de overeenkomst gemaakte afspraken met betrekking tot verwerking van persoonsgegevens aan te tonen, bijvoorbeeld door middel van een geldig Data Pro Certificate of daaraan ten minste gelijkwaardig certificaat, een door een onafhankelijke deskundige in opdracht van leverancier opgesteld auditrapport (Third Party Memorandum) of door middel van andere door hem te verstrekken informatie. Indien klant desondanks aanleiding heeft aan te nemen dat de verwerking van persoonsgegevens niet conform de overeenkomst plaatsvindt, dan kan hij maximaal éénmaal per jaar door een onafhankelijke, gecertificeerde, externe deskundige, die aantoonbaar ervaring heeft met het soort verwerkingen dat op basis van de overeenkomst wordt uitgevoerd, op kosten van de klant hiernaar een audit laten uitvoeren. Leverancier heeft het recht een deskundige te weigeren indien deze volgens leverancier diens concurrentiepositie aantast. De audit zal beperkt zijn tot het controleren van de naleving van de afspraken met betrekking tot verwerking van de persoonsgegevens zoals neergelegd in de overeenkomst. De deskundige zal een geheimhoudingsplicht hebben ten aanzien van hetgeen hij aantreft en zal alleen datgene rapporteren aan klant dat een tekortkoming oplevert in de nakoming van verplichtingen die leverancier heeft op grond van de overeenkomst. De deskundige zal een afschrift van zijn rapport aan leverancier verstrekken. Leverancier kan een deskundige, audit of instructie van de deskundige weigeren indien deze naar zijn mening in strijd is met de Avg of andere wetgeving of een ontoelaatbare inbreuk vormt op de door hem getroffen beveiligingsmaatregelen.

28.4 Partijen zullen zo snel mogelijk in overleg treden over de uitkomsten in het rapport. Partijen zullen de voorgestelde verbetermaatregelen die in het rapport zijn neergelegd opvolgen voor zover dat van hen in redelijkheid kan worden verwacht. Leverancier zal de voorgestelde verbetermaatregelen doorvoeren voor zover deze naar zijn oordeel passend zijn rekening houdend met de verwerkingsrisico’s verbonden aan zijn product of dienst, de stand van de techniek, de uitvoeringskosten, de markt waarin hij opereert en het beoogd gebruik van het product of de dienst.

28.5 Leverancier heeft het recht om de kosten die hij maakt in het kader van het in dit artikel gestelde in rekening te brengen bij klant.

Artikel 29 Subverwerkers

29.1 Leverancier heeft in de overeenkomst vermeld of, en zo ja welke derde partijen (subverwerkers) leverancier inschakelt bij de verwerking van persoonsgegevens.

29.2 Klant geeft toestemming aan leverancier om andere subverwerkers in te schakelen ter uitvoering van zijn verplichtingen voortvloeiende uit de overeenkomst.

29.3 Supplier will inform the Customer about a change in the third parties engaged by the supplier. The Customer has the right to object to the aforementioned change by the supplier.

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, if supplier provides services under the name or in the field of Software-AS-A-Service (also referred to as: SaaS). For the purposes of these general terms and conditions, SaaS is understood to mean: making it available by the supplier 'remotely' and keeping functionality available to the customer via the internet or other data network, without making a physical carrier or download available with the relevant underlying software.

ARTICLE 30 EXPERIENCE SAAS SERVICE

30.1 Supplier performs the SAAS service on behalf of the customer. The Customer may only use the SAAS service for its own company or organization and only insofar as this is necessary for the use intended by the Supplier. The Customer is not free to let third parties use the SAAS service provided by the Supplier.

30.2 Supplier can make changes to the content or size of the SAAS service. If such changes are substantial and results in a change in the procedures applicable to the Customer, the Supplier will inform the Customer about this as timely as possible. The costs of this change are for the account of the customer. In that case, the Client can cancel the agreement in writing by the date on which the change comes into effect, unless this change is related to changes in relevant legislation or other regulations given by competent authorities or supplier takes care of the costs of this change.

30.3 Supplier can continue the execution of the SAAS service using a new or changed version of the underlying software. The supplier is not obliged to maintain, change or add certain properties or functionalities of the service specifically for the Client.

30.4 The Supplier can fully or partially be temporarily out of use, the SaaS service for preventive, corrective or adaptive maintenance or other forms of service. Supplier will not allow the outdoor use to take longer than necessary and, if possible, let it take place at times at which the SAAS service is usually used the least intensively.

30.5 Supplier is never obliged to provide a physical carrier or download of the underlying software.

30.6 In the absence of further agreements in this regard, the customer will further set up the SaaS service himself, configure, parameterize, tune, convert and upload any data and, if necessary, adjust the equipment and user environment.

Article 31 Guarantee

31.1 The supplier does not guarantee that the SaaS service is flawless and functions without interruptions. The Supplier will make an effort to restore errors as referred to in Article 36.3 in the underlying software within a reasonable period if and insofar as it concerns the underlying software developed by the Supplier himself and the relevant errors in writing described in writing have been reported to the Supplier. The Supplier can, where appropriate, postpone the recovery of the errors until a new version of the underlying software is put into use. Supplier does not guarantee that errors in the SaaS service that have not been developed by the supplier himself will be remedied. Supplier is entitled to install temporary solutions or programs or problem-avoiding restrictions in the SAAS service. If (a part of) the SAAS service has been developed on behalf of the Customer, the Supplier can charge the Customer to the Customer according to its usual rates. Supplier is never obliged to restore imperfections other than referred to in this article. In the event that the supplier is willing to perform recovery activities with regard to such other imperfections, the Supplier is entitled to charge a separate fee for this.

31.2 Klant zal op basis van de door leverancier verstrekte inlichtingen omtrent maatregelen ter voorkoming en beperking van de gevolgen van storingen, fouten en andere onvolkomenheden in de SaaS-dienstverlening, verminking of verlies van gegevens of andere incidenten de risico’s voor zijn organisatie inventariseren en zo nodig aanvullende maatregelen treffen. Leverancier verklaart zich bereid om op verzoek van klant naar redelijkheid medewerking te verlenen aan verdere door klant te nemen maatregelen, tegen door leverancier te stellen (financiële) voorwaarden. Leverancier is nimmer gehouden tot herstel van verminkte of verloren gegane gegevens anders dan het terugplaatsen van de – waar mogelijk – laatst voorhanden zijnde back-up van de betreffende gegevens.

31.3 Leverancier staat er niet voor in dat de SaaS-dienst tijdig wordt aangepast aan wijzigingen in relevante wet- en regelgeving.

Artikel 32 Aanvang van de dienstverlening; vergoeding

32.1 De door leverancier te verlenen SaaS-dienst (en eventueel bijbehorend support) vangt aan binnen een redelijke termijn na het aangaan van de overeenkomst. Indien niet anders overeengekomen vangt de SaaS-dienst aan door terbeschikkingstelling door leverancier van de middelen om toegang te verkrijgen tot de SaaS-dienst door leverancier. Klant draagt er zorg voor dat hij onverwijld na het aangaan van de overeenkomst beschikt over de voor het gebruik van de SaaS-dienst benodigde faciliteiten.

32.2 The customer owes the reimbursement that is included in the Agreement for the SAAS service. In the absence of an agreed payment schedule, all amounts that relate to the SAAS service granted by the Supplier will always be due in advance per calendar month.

Article 33 Additional provisions

33.1 The following articles applies mutatis mutandis to the SaaS service: 34.3, 34.5, 34.8, 36.1 (with the exception of reference to Article 40), 36.11, 48.4, 49.1, 49.2, 62.2 and 62.4 and 63. In these articles the words 'Proshomicur' must be read as 'SaaS service'..

Chapter 4. Program

The provisions in this chapter 'software' apply, in addition to the general provisions of these general terms and conditions, if the supplier is software, apps, associated data (banks) and/or user documentation (in these general terms and conditions jointly mentioned 'programmer') other than on the basis of a SAAS service for use to the Customer.

Article 34 Used law and user restrictions

34.1 Supplier makes the agreed software available to the Customer on the basis of a user license during the term of the agreement for use. The right to use the software is non-exclusive, non-transferable, non-foldable and non-public license.

34.2 The obligation to provide provision by the supplier and the right of use of the Customer only extends to the so -called object code of the software. The right of use of the customer does not extend to the source code of the software. The source code of the software and the technical documentation made in the development of the software will not be made available to the Customer, even if the Customer is willing to pay a financial compensation for this.

34.3 The Customer will always strictly comply with the agreed restrictions, of whatever nature or content, on the right to use the software.

34.4 If the parties have agreed that the software may only be used in combination with certain equipment, the Customer is entitled to use the software for the duration of the malfunction on other equipment with the same qualifications in the event of a failure of the equipment.

34.5 The Supplier can require that the Customer will not use the software earlier until after the customer has obtained one or more codes for use from the supplier, his supplier or producer of the software.

34.6 The Customer may only use the software in and for the benefit of its own company or organization and only insofar as this is necessary for the intended use. Customer will not use the software for third parties, for example in the context of 'Software-As-A-Service' (Saas) or 'Outsourcing'.

34.7 The customer is never permitted to sell, rent, alienate or to provide limited rights for the software, the corresponding codes for use and the carriers on which the software is or is recorded or is recorded or in what purpose or under whatever title. Nor will the customer give a third party - whether or not remotely (online) access to the software or the software with a third party for hosting, even if the third party in question uses the software exclusively for the purpose of the customer.

34.8 If requested, the Client will immediately cooperate with an investigation to be conducted by or for the benefit of the supplier regarding compliance with the agreed user restrictions. The customer will grant access to his buildings and systems at the first request of the Supplier. The Supplier will treat all confidential company information that he obtains in the context of a study by or from the Client, insofar as that information does not concern the use of the software itself.

34.9 The parties ensure that the agreement concluded between the parties, insofar as it has the provision for the use of software as the object, is never considered as a purchase agreement.

34.10 The Supplier is not obliged to maintain the software and/or the provision of support to users and/or managers of the software. If, contrary to the above supplier, to provide maintenance and/or support with regard to the software, the Supplier may require that the Customer entered into a separate written agreement for this.

Article 35 Delivery and installation

35.1 The Supplier, in his choice, will deliver the software on the agreed format data carrier or, in the absence of agreements on this, on a format to be determined by the Supplier or make the software available online to the customer for delivery. Any agreed user documentation will be provided at the choice of the supplier in papers or digital form in a language determined by the supplier.

35.2 Only if this has been agreed, the Supplier will install the software at the customer. In the absence of agreements in this regard, the Customer will install, set up, parametrize, tune the software and adjust the equipment and user environment used if necessary.

Article 36 Acceptance

36.1 If the parties have not agreed any acceptance test, the Customer accepts the software in the state in which it is located at the time of delivery ('as is, where is'), therefore with all visible and invisible errors and defects, without prejudice to the supplier as referred to in Article 40. In the aforementioned in written, if a supplementation will be made by the delivery or, if the delivery or the delivery or, if, if, if the delivery or, if, if the delivery or, if, if the delivery will be delivered by the delivery or, if the delivery or, if the delivery will be delivered by the delivery or, if the delivery or, if the delivery will be delivered by the delivery or, if the delivery, if the delivery will be delivered by the delivery or, if the delivery, if the delivery will be delivered by the delivery or, if a supplement. completion of the installation, count as being accepted by the customer.

36.2 If an acceptance test has been agreed between the parties, the provisions of Articles 36.3 to 36.10 apply.

36.3 Where in these general terms and conditions there are 'errors', this is understood to mean the substantial non -satisfaction of the software to the functional or technical specifications of the software made in writing by the Supplier, and, in the event that the software is wholly or partial customized software, to the explicitly agreed functional or technical specifications. There is only an error if the Customer can prove it and it is also reproducible. The Customer is bound to report errors without delay. The Supplier has no obligation whatsoever with regard to other imperfections in or to the software other than with regard to errors within the meaning of these general terms and conditions.

36.4 If an acceptance test has been agreed, the test period is fourteen days after delivery or, if an installation to be carried out 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. Customer will perform the agreed acceptance test with qualified personnel and with sufficient size and depth.

36.5 If an acceptance test has been agreed, the Customer is obliged to test whether the delivered software answers to the functional or technical specifications made in writing by the Supplier and, if and insofar as the software is entirely or partially customized software, to the explicitly agreed or technical specifications in writing.

36.6 If data is used for data on behalf of the customer when testing, the Customer will ensure that the use of this data is permitted for this purpose.

36.7 The software will be regarded as accepted between the parties:
a. If the parties have agreed 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 36.8 before the end of the test period: at the moment that the errors mentioned in that test report has been restored, without prejudice to the presence of errors that do not stand in the way of, or acceptance according to Article 36.9
c. If the customer makes any use of the software for productive or operational purposes: at the time of the relevant commissioning.

36.8 If when performing the agreed acceptance test it appears that the software contains errors, the Client will report the test results in writing, well -arranged, detailed and comprehensible to the supplier at the latest on the last day of the test period. The supplier will make an effort to repair the errors in question within a reasonable period of time, whereby the supplier is entitled to make temporary solutions, program-Omwegen or problem-avoiding restrictions.

36.9 The Customer may not remember the acceptance of the software for reasons that are not related to the explicitly agreed specifications between the parties and also not due to the existence of minor errors, being errors that do not reasonably stand in the way of the operational or productive commissioning of the software, without prejudice to the obligation of the supplier in the context of the small errors. Acceptance should also not be remembered because of aspects of the software that can only be assessed subjectively, such as aesthetic aspects of user interfaces.

36.10 If the software is delivered and tested in phases and/or parts, the non-acceptance of a certain phase and/or part does not affect the acceptance of an earlier phase and/or another part.

36.11 Acceptance of the software on one of the ways as referred to in this article has the consequence that the Supplier has been taught for the fulfillment of his obligations regarding the provision and delivery of the software and, if also the installation of the software has been agreed by the supplier, of its obligations regarding the installation.

36.12 Acceptance of the software does not affect the rights of the Customer on the basis of Article 36.9 concerning small errors and Article 40 regarding the warranty.

Article 37 available

37.1 Supplier will make the software available to the Customer within a reasonable period of time after entering into the agreement.

37.2 After the Agreement has ended, the Customer will return all copies of the software in his possession to the supplier. If it has been agreed that the Client will destroy the relevant copies at the end of the agreement, the Customer will immediately report the supplier of such a written notification. At or after the end of the agreement, the Supplier is not obliged to provide assistance with a view to a data version desired by the Customer.

Article 38 Used rights allowance

38.1 The compensation to be paid by the Customer for the right to 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 is responsible for installing the software:

• upon delivery of the software;
• or in the event of periodically due user rights allowances upon delivery of the software and then at the start of each new user right period;

b. If the parties have agreed that the supplier is responsible for installing the software:

• When completing that installation;
• Or in the event of periodically due user rights allowances when the installation is completed and then at the start of each new usage period.

Article 39 Changes in the software

39.1 Except for mandatory exceptions in the law, the Customer is not entitled to change the software in whole or in part without the prior written permission of the Supplier. The Supplier is entitled to refuse his permission or to attach conditions to it. The Customer bears the full risk of all changes made by or on behalf of the Customer by third parties - with or without the permission of the supplier.

Article 40 Guarantee

40.1 To the best of its ability, the Supplier will make an effort to restore errors within the meaning of Article 36.3 within a reasonable period if they have been reported to the Supplier within three months after acceptance, if an acceptance test has been agreed within a period of three months after delivery, or, if an acceptance test. Supplier does not guarantee that the software is suitable for the actual and/or intended use. Supplier does not guarantee that the software will work without interruption and/or that all errors will always be improved. The recovery will be carried out for free, unless the software has been developed on behalf of the Customer other than for a fixed price, in which case the supplier will charge the costs of recovery according to his usual rates.

40.2 In accordance with its usual rates, the Supplier can charge the costs of recovery if there is use errors or improper use of the customer or other causes that are not attributable to the supplier. The obligation to repair expires if the Customer makes changes to the software without written permission from the supplier or has it made.

40.3 Recovery of errors takes place at a location and manner to be determined by the supplier. Supplier is entitled to install temporary solutions or programs or problem -avoiding restrictions in the software.

40.4 Supplier is never obliged to restore mutilated or lost data.

40.5 The Supplier has no obligation of any kind or content for errors that were reported after the warranty period referred to in Article 40.1.

Chapter 5. Development of software and websites

The provisions in this chapter 'development of software and websites' apply, in addition to the general provisions of these General Terms and Conditions, if the supplier is software as described in Chapter 4 and/or websites for the customer designs and/or develops and possibly installs the software and/or websites.

Article 41 specifications and development of software and/or websites

41.1 Development always takes place on the basis of an assignment agreement. If specifications or a design of the software to be developed and/or website have not been provided to the Supplier before or when entering into the agreement, the parties will in good consultation will specify in writing which software and/or website will be developed and how the development will be done.

41.2 The Supplier will develop the software and/or website with care, all this with due observance of the explicitly agreed specifications or the design and - where appropriate - with due observance of the project organization, methods, techniques and/or procedures agreed with the customer. Before starting with the development work, the Supplier may require that the Customer agrees in writing with the specifications or the design.

41.3 In the absence of specific agreements in this regard, the Supplier will start the design and/or development work within a reasonable period to be determined by him after entering into the agreement.

41.4 If requested, the customer will give the supplier the opportunity to perform the work outside the usual working days and working hours at the office or location of the customer.

41.5 The supplier's performance obligations for the development of a website does not include making a so -called 'content management system' available.

41.6 If the parties agree that the supplier also provides training, maintenance and/or support in addition to the development and/or also request a domain name by the supplier, the supplier may request that the Customer enters into a separate written agreement for this. These activities are charged separately at the usual rates of the supplier.

41.7 If the Supplier provides services for the customer with regard to a domain name, such as the application, extension, alienation or transfer to a third party, the Customer must take the rules and working methods of the relevant authority (s) into account. When asked, the Supplier will provide a written copy of those rules to the Customer. The Supplier explicitly accepts no responsibility for the accuracy or timeliness of the service or the achievement of the results intended by the Customer. The Customer owes all costs associated with the application and/or registration in accordance with the agreed rates, or, in the absence of agreed rates, the rates usual at the Supplier. Supplier does not guarantee that a domain name desired by the customer is assigned to the customer.

Article 42 Agile development of software/websites

42.1 if the parties use an iterative development method (for example Scrum), parties accept: (i) that the work is not performed at the start of full or fully detailed specifications; and (ii) that specifications, which have been agreed or not at the start of the work, can be adjusted in good consultation during the implementation of the agreement with due observance of the project approach that belongs to the relevant development method.

42.2 Partijen zullen voor aanvang van de uitvoering van de overeenkomst een of meer teams samenstellen, die bestaan uit afgevaardigden van zowel klant als leverancier. Het team draagt er zorg voor dat de communicatielijnen kort en direct blijven en dat regelmatig wordt overlegd. Partijen voorzien in de inzet van door ieder van hen overeengekomen capaciteit (FTE’s) aan teamleden in de rollen en met de kennis en ervaring en beslissingsbevoegdheid die nodig is voor de uitvoering van de overeenkomst. Partijen aanvaarden dat voor het slagen van het project de overeengekomen capaciteit minimaal nodig is. Partijen spannen zich ervoor in om eenmaal ingezette sleutelpersonen zo veel als redelijkerwijs mogelijk beschikbaar te houden tot het einde van het project, tenzij zich omstandigheden voordoen die buiten de macht van de betrokken partij liggen. Partijen zullen tijdens de uitvoering van de overeenkomst gezamenlijk in goed overleg beslissingen nemen met betrekking tot de specificaties die voor de volgende fase van het project (bijvoorbeeld een ‘time-box’) en/of voor de volgende deelontwikkeling gelden. Klant aanvaardt het risico dat de programmatuur en/of website niet noodzakelijkerwijs aan alle specificaties beantwoordt. Klant draagt zorg voor een permanente, actieve en door de organisatie van klant gedragen inbreng en medewerking van relevante eindgebruikers, onder meer ten aanzien van het testen en ten aanzien van (nadere) besluitvorming. Klant waarborgt voortvarendheid van de door hem tijdens de uitvoering van de overeenkomst te nemen voortgangsbeslissingen. Bij gebreke van tijdige en duidelijke voortgangsbeslissingen van de zijde van klant conform de projectaanpak die bij de desbetreffende ontwikkelmethode behoort, is leverancier gerechtigd – doch niet verplicht – de naar zijn oordeel passende beslissingen te nemen.

42.3 If the parties agree one or more test moments, will only be tested on the basis of objective, measurable and previously agreed criteria (such as conforming to development standards). Errors or other imperfections will only be repaired if the responsible team decides to do so and will be carried out within a subsequent iteration. If this shows an extra iteration, the costs are for the customer. After the last development phase, the supplier is not obliged to perform recovery activities with regard to errors or other imperfections, unless explicitly agreed otherwise in writing.

Article 43 Delivery, Installation and Acceptance

43.1 The provisions of Article 35 on delivery and installation apply mutatis mutandis.

43.2 Unless the Supplier, based on the agreement, will 'host' the software and/or website on his own computer system for the purpose of the customer, the supplier will deliver the software and/or website on a information carrier to be determined by him and in a form to be determined by him or make it available to the customer for delivery to the customer.

43.3 The provisions of Article 36 of these General Terms and Conditions regarding acceptance apply mutatis mutandis.

43.4 If the parties make use of a development method as referred to in Article 42, the provisions of Article 36.1, 36.2 Articles 36.4 to 36.9, 36.12 and Articles 40.1 and 40.5 do not apply. The customer accepts the software and/or website in the state in which it is located at the time of the end of the last development phase ('As is, where is').

Article 44 Used law

44.1 Supplier provides the software developed on behalf of the Customer and/or Website and any user documentation developed for use to the Customer.

44.2 Only if this has been agreed in writing, will the source code of the software and the technical documentation made available to the Client in the development of the software, in which case the customer will be entitled to make changes to the software.

44.3 The Supplier is not obliged to postpone the auxiliary software and program or data bibliotheken required for the use and/or maintenance of the software and/or website.

44.4 The provisions of Article 34 on use right and user restrictions apply mutatis mutandis.

44.5 Only if the content of the written agreement explicitly shows that all design and development costs of software developed specifically for the Customer are supported in full and exclusively by the Customer, this- in deviation from the provisions of Article 44.4- no restrictions in the right to use the Programmuuruuruur and/or website made by the Customer.

Article 45 Reimbursement

45.1 In the absence of an agreed payment schedule, all amounts that relate to the design and development of software and/or websites are owed by calendar month afterwards.

45.2 Included in the price for the development work is also the reimbursement for the right to use the software and/or website during the term of the agreement.

45.3 The reimbursement for the development of the software and/or website does not include a reimbursement for the auxiliary software and program and databi blares, any installation services and any adjustment and/or maintenance of the software and/or website. Nor is it included in the reimbursement of providing support (support) to users.

Article 46 Guarantee

46.1 The provisions of Article 40 on warranty apply mutatis mutandis.

46.2 Supplier does not guarantee that the software and/or website developed by him work well in conjunction with all types or new versions of web browsers and any other software and/or websites. The supplier does not guarantee that the software and/or website work well 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, if the Supplier provides services in the field of software and support (support) when using that software.

Article 47 Maintenance services

47.1 If agreed Supplier carried out maintenance with regard to the software specified in the Agreement. The maintenance obligation includes the repair of errors in the software within the meaning of Article 36.3 and - this only if this has been agreed in writing - making new versions of the software available in accordance with Article 48.

47.2 Customer will report detailed errors in the software. After receiving the notification, the supplier will, in accordance with his usual procedures, to repair errors to the best of its ability and/or to make improvements in later new versions of the software. The results will be made available to the Client depending on the urgency and the version and release policy of the supplier in the manner to be determined by the Supplier. Supplier is entitled to install temporary solutions or programs or problem -avoiding restrictions in the software. Customer will himself install, set up, tune the corrected software or the new version of the software made available, tune and, if necessary, adjust the equipment and user environment used. Supplier is never obliged to restore imperfections other than referred to in this article. In the event that the supplier is willing to perform recovery activities with regard to such other imperfections, the supplier is entitled to charge a separate compensation for this.

47.3 The provisions of Articles 40.3 and 40.4 apply mutatis mutandis.

47.4 If the Supplier carries out maintenance online, the Customer will take care of a proper and adequate secure infrastructure and network facilities in time.

47.5 The Customer will provide all cooperation required by the Supplier, including the temporary strike of using the software and the backup of all data.

47.6 If the maintenance relates to software that has not been delivered to the Customer by the Supplier himself, if the supplier considers this necessary or desirable for maintenance, the source code and the technical (development) documentation of the software (including data models, designs, change-logs, etc.) will make it available. Customer guarantees that he is entitled to make such available. The Customer grants the supplier the right to use and change the software, including the source code and technical (development) documentation in the context of carrying out the agreed maintenance.

Article 48 New versions of software

48.1 The maintenance includes the posting of new versions of the software only if and insofar as this has been agreed in writing. If the maintenance includes the posting of new versions of the software, then that posting will take place at the discretion of the supplier.

48.2 Three months after making an improved version available, the supplier is no longer obliged to repair errors in the previous version and to provide support and/or maintenance with regard to a previous version.

48.3 The Supplier may require that a further written agreement with the Supplier will enter into a further written agreement with a new functionality and that a further reimbursement will be paid for the posting. Supplier can take over functionality unchanged from a previous version of the software, but it does not mean that each new version contains the same functionality as the previous version. The Supplier is not obliged to maintain, change or add certain properties or functionalities of the software or functionalities specifically.

48.4 Supplier can require the customer that he adjusts his system (equipment, web browser, software, etc.) if it is necessary for the proper functioning of a new version of the software.

Article 49 Support services

49.1 If the services provided by the Supplier also includes support (support) to users and/or managers of the software on the basis of the Agreement, the Supplier, by telephone or e-mail, will advise on the use and functioning of the software mentioned in the agreement. Customer will describe reports in the context of Support as completely and in detail as possible, so that the supplier is given the opportunity to respond adequately. Supplier can set conditions for the method of reporting, qualifications and the number of people who are eligible for support. The supplier will handle properly substantiated requests for support within a reasonable period of time according to the usual procedures. Supplier does not guarantee the accuracy, completeness or timeliness of reactions or support offered. Support is provided on workdays during the usual opening hours of the supplier.

49.2 If the services provided by the Supplier also includes the provision of so-called 'standby services' on the basis of the agreement, the Supplier will keep one or more staff available during the days referred to in the Agreement and at the times mentioned therein. In that case, in the event of urgency, the Client is entitled to call in the support of the staff members made available if there is serious malfunctions, errors and other serious imperfections in the functioning of the software. The supplier does not guarantee that they will be remedied in time.

49.3 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 entered into, unless the parties have agreed otherwise in writing.

Article 50 Reimbursement

50.1 In the absence of an explicitly agreed payment schedule, all amounts relating to the maintenance of software and the other services laid down in the agreement as referred to in this chapter are owed in advance per calendar month.

50.2 With regard to the maintenance of the software and the other services laid down in the Agreement as referred to in this chapter, amounts are due from the start of the agreement. The reimbursement for maintenance and other services is due regardless of whether the customer has (taken) the software or uses the possibility of maintenance or support.

Chapter 7. Advising and consultancy

The provisions included in this chapter 'Advice and Consultancy' apply, in addition to the general provisions of these general terms and conditions, if the Supplier provides services in the field of advice and consultancy, which are not carried out under the management and supervision of the customer.

Article 51 Implementation of Advice and Consultancy Services

51.1 Supplier will perform the advisory and consultancy services completely independently, at his own discretion and not under the supervision and management of the customer.

51.2 Supplier is not bound by a lead time of the assignment because the passage 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.

51.3 The services of the supplier are only performed on the usual working days and times of the supplier.

51.4 The use that the customer makes of a advice and/or consultancy report issued by the Supplier is always at the risk of the customer. The burden of proof that (the method of) advisory and consultancy services do not meet what has been agreed in writing or to what may be expected of a reasonably acting and competent supplier is entirely with the Client, without prejudice to the supplier's right to provide proof to the contrary.

51.5 Without the prior written permission of the supplier, the Client is not entitled to notify a third party about the method, methods and techniques of the supplier and/or the content of the supplier's advice or reports. Customer will not provide the supplier's advice or reports to a third party or otherwise make public.

Article 52 Reporting

52.1 Supplier will periodically inform the Client about the execution of the work in the written manner. The Customer will report the supplier in writing in advance circumstances that are or may be important for the supplier, such as the method of reporting, the question points for which the customer wants attention, prioritization of the customer, availability of the customer and special or special facts or circumstances for the supplier. The Customer will take care of the further distribution and knowledge of the information provided by the Supplier within the organization of the Client and also to inform these information on the basis thereof and inform the supplier thereof.

Article 53 Reimbursement

53.1 In the absence of an explicitly agreed payment schedule, all reimbursements that relate to services provided by the Supplier as referred to in this chapter are owed by calendar month afterwards.

Chapter 8. Posting services

The provisions included in this chapter 'secondment services' apply, in addition to the general provisions of these general terms and conditions, if the Supplier makes one or more employees available to the Client in order to work under the supervision and management of the customer.

Article 54 Detacement services

54.1 The Supplier will make the employee mentioned in the Agreement available to the Customer to perform work under the management and supervision of the customer. The results of the work are at the risk of the customer. Unless otherwise agreed in writing, the employee will be made available to the Customer forty hours per week during the working days usual for the supplier.

54.2 The Customer can only use the employee made available for other than the agreed work if the supplier has agreed in writing in advance.

54.3 The customer is only permitted to borrow the employee made available to a third party to be employed under the leadership and supervision of that third party if this has been explicitly agreed in writing.

54.4 The Supplier will endeavor that the employee made available will remain available for work during the agreed days during the duration of the agreement, except for the employee's illness or employment. Even if the agreement has been entered into with a view to implementation by a specific person, the Supplier is always entitled to replace this person after consultation with the Customer with one or more people with the same qualifications.

54.5 The Customer is entitled to request a replacement of the employee made available (i) If the employee made available demonstrably does not comply with explicitly agreed quality requirements and makes this known to the Supplier within three working days after the start of the work, or (ii) in the event of a long -term illness or outdoor service of the service of the employment of the service of the service of the service of the service of the service in service The supplier will immediately pay attention to the request with priority. Supplier does not guarantee that replacement is always possible. If replacement is not possible or not immediately possible, the claims of the Customer for further fulfillment of the agreement, as well as all claims from the Customer for non-compliance with the agreement. Payment obligations from the Client concerning the work performed remain undiminished.

Article 55 Duration of the secondment agreement

55.1 In deviation from what has been determined in Article 4 of these General Terms and Conditions, if the parties have nothing agreed on the duration of secondment, the agreement has a duration for an indefinite period, in which case a notice period of one calendar month for each of the parties applies after the possible initial term. Cancellation must be made in writing.

Article 56 working hours, working hours and working conditions

56.1 The working hours and rest times, working hours and other relevant employment conditions of the employee made available are the same as that are common with the Client. The customer guarantees that working, holiday and rest times, working hours and other relevant working conditions comply with the relevant laws and regulations.

56.2 Customer will inform the supplier about a proposed (temporary) closure of his company or organization.

Article 57 Overtime allowance and travel time

57.1 If the employee made available for us per day, the employee made available for longer than the agreed or usual number of working hours or is working outside the working days usual, the customer for these hours is the agreed overworker or, in the absence of an agreed overworker, the usual overworker is owed by the Supplier. When asked, the Supplier will inform the Customer about the applicable overwork rates.

57.2 Costs and travel time will be charged to the Customer in accordance with the rules and standards usual by the supplier. When asked, the Supplier will inform the customer about the usual rules and standards.

Article 58 Hirers' liability and other liability

58.1 The Supplier will take care of the timely and complete payment of the employee to be paid for the wage tax, national insurance contributions, employee insurance premiums, income independent contribution on the basis of the Health Insurance Act and sales tax. The Supplier indemnifies the customer for all claims of the Tax Authorities or from the authorities for the implementation of social insurance legislation that are due with the Customer because of the agreement, on the condition that the Customer informs the supplier in writing about the existence and content of the claim and the handling of the case, including the making of any settlements, completely leaving the supplier. To this end, the Customer will grant the necessary powers, information and cooperation to the supplier to defend himself against these claims if necessary in the name of the Customer.

58.2 The Supplier accepts no liability for the quality of the results of work that has been created under the supervision and management of the customer.

Chapter 9. Training and training

The provisions included in this chapter 'Training and Training' apply, in addition to the general provisions of these General Terms and Conditions, if supplier services, under whatever and in any way (eg in electronic form), in the field of education, training, course, workshops, training sessions and the like (hereinafter referred to as: training).

Article 59 Registration and cancellation

59.1 A registration for a course must be made in writing and is binding after confirmation by the supplier.

59.2 Customer is responsible for the choice and suitability of the training for the participants. The lack of the required prior knowledge of a participant does not affect the obligations of the Customer under the Agreement. The Client is permitted to replace a participant for a course with another participant after prior written permission from the Supplier.

59.3 If, in the opinion of the Supplier, the number of registrations gives cause for this, the Supplier is entitled to cancel the training, combine with one or more training courses, or to have it take place at a later date or a later time. Supplier reserves the right to change the location of the training. Supplier is entitled to make organizational and substantive changes to a course.

59.4 The consequences of a cancellation of participation in a course by the customer or participants are governed by the rules usual by the supplier. A cancellation must always be done in writing and prior to the training or the relevant part thereof. Cancellation or non-appearance do not affect the payment obligations that the Customer has on the basis of the agreement.

Article 60 Implementation of training

60.1 The customer accepts that the supplier determines the content and depth of the training.

60.2 The Customer will inform the participants about and monitor compliance by participants of the obligations under the agreement and the (behavioral) rules prescribed by the Supplier for participation in the training.

60.3 If the Supplier uses his own equipment or software in the implementation of the training, the supplier does not guarantee that this equipment or software is flawless or functions without interruptions. If the Supplier carries out the training on the customer's location, the customer will take care of the availability of sound classroom and working equipment and software. If the facilities at the Customer do not prove to be satisfactory and the quality of the training cannot therefore be guaranteed, then the Supplier is entitled not to start, shorten or strike the training.

60.4 Taking an exam or a test is not part of the agreement.

60.5 For the documentation, training materials or resources made available for the training for the training, a separate compensation is due. The foregoing also applies to any training certificates or duplicates thereof.

60.6 If the training is offered based on e-learning, the provisions of Chapter 3 'Software-As-A-Service (SaaS)' are applicable as much as possible.

Article 61 Price and payment

61.1 Supplier can require the customer to pay the fees due before the start of the training. The Supplier can exclude participants from participation if the Customer has failed to take care of timely payment, which does not affect all other rights of the supplier.

61.2 If the Supplier has carried out a preliminary investigation for a training plan or training advice, the associated costs may be charged separately.

61.3 Unless the Supplier has explicitly stated that the training is exempt from VAT within the meaning of Article 11 of the Turnover Tax Act 1968, the Client on the reimbursement also owes VAT. After entering into the Agreement, the Supplier is entitled to adjust his prices in the event of a change in the VAT regime set for training laid down by law.

Chapter 10. Hosting

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

Article 62 Hosting services

62.1 Supplier will perform the hosting services agreed with the Customer.

62.2 If the Agreement has the provision of Disk Space of Equipment to the subject, the Customer will not exceed the agreed disk space, unless the agreement explicitly regulates the consequences thereof. The Agreement includes the provision of disk space on a server reserved exclusively and specifically and specifically for the Client, if this has been agreed in writing and explicitly. All use of disk space, data traffic and other loads of systems and infrastructure is limited to the maxima agreed between the parties. The data traffic that was not used by the Customer in a certain period will not be transferred to a subsequent period. For exceeding the agreed Maxima, the Supplier will charge an additional fee in accordance with the usual rates.

62.3 The customer is responsible for management, including control of the institutions, the use of the hosting service and the way in which the results of the service are used. In the absence of explicit agreements in this regard, the Customer will install the (auxiliary) software himself, set up, parametrize, tune and, if necessary, adjust the equipment, other software and user environment used and achieve desired interoperability. Supplier is not obliged to perform data version.

62.4 Only if this has been explicitly agreed in writing, the Agreement also has the provision of security, back-up, fall-back and recovery services as the subject of security, backup, back-up and recovery services.

62.5 Supplier can fully or partially be temporarily out of use, the hosting service for preventive, corrective or adaptive maintenance. The Supplier will not allow the outdoor use more than necessary, if possible, let it take place outside office hours and start it, depending on circumstances, after consultation with the customer.

62.6 If the Supplier provides services for the Client on the basis of the Agreement with regard to a domain name, such as the application, extension, alienation or transfer to a third party, then the Client must take the rules and working methods of the relevant body (s) into account. When asked, the Supplier will provide a written copy of those rules to the Customer. The Supplier explicitly accepts no responsibility for the accuracy or timeliness of the service or the achievement of the results intended by the Customer. The Customer owes all costs associated with the application and/or registration in accordance with the agreed rates, or, in the absence of agreed rates, the rates usual at the Supplier. Supplier does not guarantee that a domain name desired by the customer is assigned to the customer.

Article 63 Notice and Takedown

63.1 Klant zal zich te allen tijde zorgvuldig en niet onrechtmatig jegens derden gedragen, in het bijzonder door de intellectuele eigendomsrechten en overige rechten van derden te eerbiedigen, de privacy van derden te respecteren, niet in strijd met de wet gegevens te verspreiden, zich geen ongeoorloofde toegang tot systemen te verschaffen, geen virussen of andere schadelijke programma's of data te verspreiden en zich te onthouden van strafbare feiten en violation of any other legal obligation.

63.2 In order to prevent liability towards third parties or to limit the consequences thereof, the Supplier is always entitled to take measures with regard to acts or omissions of or at the risk of the customer. At the first written request from the supplier of the supplier and/or information, the customer will delete the supplier's systems without delay, in the absence of which the supplier is entitled to remove the data and/or information himself or to make access to it impossible. The Supplier is also entitled to deny access to his systems to customer -regularly and without prior notice in the event of a violation or imminent violation of the provision of Article 63.1. The foregoing does not affect any other measures or the exercise of other legal and contractual rights by the supplier towards the Customer. In that case, the Supplier is also entitled to cancel the agreement with immediate effect, without being liable towards the Client.

63.3 The Supplier cannot be required to form an opinion on merits of the claims of third parties or the defense of the Customer or to be involved in any way in a dispute between a third party and customer. Customer will be in this regard with the relevant third party and the supplier will be in writing and properly substantiated with modest information.

Chapter 11. Buy of equipment

The provisions included in this chapter 'Buy of equipment' apply, in addition to the general provisions of these general terms and conditions, if the supplier of any kind and/or other matters (material objects) sell to the customer.

ARTICLE 64 SALE AND SALE

64.1 Supplier sells the equipment and/or other matters by nature and number as agreed in writing.

64.2 The Supplier does not guarantee that the equipment and/or items on delivery are suitable for the actual and/or use of use by the Customer, unless the purposes purposes are specified clearly and without reservation in the written agreement.

64.3 The supplier's sales obligation does not include assembly and installation materials, software, and user items, batteries, stamps, ink (cartridges), toner items, cables and accessories.

64.4 Supplier does not guarantee that the mounting, installation and user regulations associated with the equipment and/or items are flawless and that the equipment and/or affairs have the properties stated in these regulations.

Article 65 Episode

65.1 The equipment sold by the Supplier to customer and/or items will be delivered to customer AF warehouse. The Supplier will deliver the goods sold to the Customer (or have it) delivered to a place to be designated by the Customer if this has been agreed in writing. In that case, the Supplier will inform the Customer, if possible in time before delivery, of the time at which he or the carrier involved intends to deliver the equipment and/or matters.

65.2 The costs of transport, insurance, hoisting and lifting work, hiring of temporary facilities, ED are not included in the purchase price and, where appropriate, will be charged to the customer.

65.3 If the Customer requests the supplier for removal or destruction of old materials (such as networks, cupboards, cable ducts, packaging materials, equipment or data on equipment) or if the supplier is required by law, the Supplier can accept this request at the usual rates for him. If and insofar as the supplier is not legally permitted to demand payment of compensation (eg in the context of the so-called 'former for-new scheme'), he will not request this compensation from the Client, where appropriate.

65.4 If the parties have agreed this in writing, the Supplier will install the equipment and/or items (or have it installed) configures and/or (or have it connected). The possible obligation to install and/or configuration of equipment by the supplier does not include the execution of data version and installing software. Supplier is not responsible for obtaining any necessary permits.

65.5 Supplier is always entitled to execute the agreement in partial deliveries.

Article 66 Trial setup

66.1 Only if this has been agreed in writing will the supplier be obliged to place a test setup regarding the equipment for which the customer is interested. Supplier may attach (financial) conditions to a test setup. A trial setup involves temporary installation of equipment in a standard version, excluding accessories, in a space available by the customer, before the customer definitively decides to buy the relevant equipment or not. Customer is liable for use, damage, theft or loss of equipment that is part of a test setup.

Article 67 Environmental requirements

67.1 Customer takes care of an environment that meets the requirements specified by the supplier for the equipment and/or matters, including the temperature, humidity and technical environment requirements.

67.2 The customer ensures that work to be carried out by third parties, such as structural activities, are performed adequately and in time.

Article 68 Guarantee

68.1 Supplier will make an effort to the best of its ability to repair material and manufacturing defects in the equipment and/or other goods sold, as well as in parts that have been delivered by the supplier in the context of warranty, to be repaired free of charge within a reasonable period of time if these errors have been reported to the supplier in detail within a period of three months after delivery. If recovery in the reasonable judgment of the supplier is not possible, recovery will take too long or if there are disproportionately high costs to recovery, the supplier is entitled to replace the equipment and/or things free of charge with other similar, but not necessarily identical equipment and/or matters. Data version that is necessary as a result of recovery or replacement is outside the warranty. All replaced parts become the property of the supplier. The warranty obligation expires if errors in the equipment, items or in the parts are wholly or partly the result of incorrect, careless or improper use, on external causes such as fire or water damage, or if the customer supplies changes in the equipment or in the components that have been delivered by the Supplier in the context of warranty. The supplier will not remember such permission on unreasonable grounds.

68.2 Any other or further appeal of the customer for non-conformity of the equipment and/or matters delivered than the provisions of Article 68.1 is excluded.

68.3 Costs of work and repair outside the framework of this guarantee will be charged by the Supplier in accordance with his usual rates.

68.4 The Supplier has not reported any obligation on errors and/or other defects that were reported in Article 68.1 on the basis of the purchase agreement.

Chapter 12. Rent 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 of any nature rents out to the Client.

Article 69 Rent and rental

69.2 Supplier rents out the equipment referred to in the lease and the accompanying user documentation.

69.3 The rental does not include the provision of software on separate data carriers and the user and consumables items required for the use of the equipment, such as batteries, ink (cartridges), toner items, cables and accessories.

69.4 The rent starts on the day of posting the equipment to the customer.

Article 70 Pre -inspection

70.1 Supplier can prepare a description of the state of the equipment in the presence of the equipment before or on the occasion of the posting in the presence of the customer, stating found defects. The Supplier can require the Customer to sign the prepared report with this description for approval before the Supplier provides the equipment to the Customer. The defects in the equipment stated in that report are borne by the supplier. The parties agree on the observation of defects, whether and, if so, how and in what period the defects mentioned in the report will be restored.

70.2 If the Customer does not cooperate properly in the pre -inspection as referred to in Article 70.1, the Supplier has the right to carry out this inspection outside the presence of the customer and to prepare the report itself. This report is binding for customer.

70.3 If no pre -inspection is carried out, the customer is deemed to have received the equipment in good and undamaged condition.

Article 71 Use of the equipment

71.1 The Customer will only use the equipment in accordance with the destination intended on the basis of the agreement and on the locations mentioned in that agreement in and for its own organization or company. Use of the equipment by or for third parties is not permitted. The right to use the equipment is not transferable. The customer is not permitted to give the equipment to a third party or to give a third party otherwise (partly) use it.

71.2 Customer itself will install the equipment, configure, connect and make usered.

71.3 The customer is not permitted to use the equipment or any part thereof in any way as collateral or security object, or to have it in another way.

71.4 Customer will use the equipment carefully and keep it as a good family man. Customer will take sufficient measures to prevent damage. In the event of damage to the equipment, the customer will inform the supplier of this without delay. In all cases, the customer is liable towards the supplier in the event of damage to or theft, loss or embezzlement of the equipment during the duration of the rent.

71.5 Customer will not change the equipment in whole or in part or add something to it. If, where appropriate, changes or additions have nevertheless been made, the Customer will cancel or remove it at the end of the lease.

71.6 Between the parties, defects in the changes and additions made to the equipment by or on behalf of the customer and all defects of the equipment arising from those changes or additions are not defects within the meaning of Article 7: 204 of the Dutch Civil Code. With regard to these defects, the customer has no claim whatsoever against the supplier. Supplier is not obliged to repair or maintenance of these defects.

71.7 The Customer is not entitled to any compensation in connection with changes made by the Customer, or additions to, the rented equipment that were not undone or deleted at or after the end of the lease, for whatever reason.

71.8 The Customer will immediately inform the supplier in writing of a possible seizure of the equipment, stating the identity of the attaching party and the reason for the attachment. The Customer will immediately give the seizure bailiff access to the lease.

Article 72 Maintenance of rented equipment

72.1 Customer will not maintain the rented equipment itself or have it been maintained by a third party.

72.2 The customer will immediately make it known in writing by him in the rented equipment. The Supplier will be able to make an effort to restore the defects in the equipment that are for his account as a corrective maintenance within a reasonable period of time. Supplier is also entitled, but not mandatory, to perform preventive maintenance of the equipment. When asked, the Customer will give the supplier the opportunity to carry out corrective and/or preventive maintenance. In advance, the parties will discuss the days and times when maintenance takes place in good consultation. During the maintenance period, the customer is not entitled to replacement equipment.

72.3 excluded from the obligation to repair defects:

• defects that the Client has accepted when entering into the lease;
• the repair of defects as a result of causes that come from outside;
• defects that can be attributed to the customer, his staff and/or third parties engaged by the Customer;
• defects that are the result of careless, incorrect or improper use or use in violation of the documentation;
• defects related to the use of non -advised or authorized parts or consumables;
• defects that are the result of the use of the equipment in violation of the use destination;
• Defects that result from unauthorized changes or additives.

72.4 Indien leverancier de in het vorige lid bedoelde gebreken herstelt of laat herstellen, is klant de daaraan verbonden kosten volgens de gebruikelijke tarieven van leverancier verschuldigd.

72.5 Leverancier is steeds gerechtigd ervoor te kiezen herstel van gebreken achterwege te laten en de apparatuur door andere, soortgelijke, maar niet noodzakelijkerwijs identieke apparatuur te vervangen.

72.6 Leverancier is nimmer gehouden tot herstel of reconstructie van verloren gegane gegevens.

Artikel 73 Eindinspectie en teruggave

73.1 Klant zal de apparatuur bij het einde van de huurovereenkomst in de oorspronkelijke staat aan leverancier teruggeven. Klant zal daartoe tevens eventuele gegevens van de apparatuur verwijderen. Kosten van vervoer in verband met de teruggave zijn voor rekening van klant.

73.2 Klant zal vóór of uiterlijk op de laatste werkdag van de huurtermijn zijn medewerking verlenen aan een gezamenlijke eindinspectie van de staat van de apparatuur. Van de bevindingen daarbij wordt door partijen gezamenlijk een rapport opgemaakt, dat door beide partijen moet worden ondertekend. Indien klant niet meewerkt aan deze eindinspectie, is leverancier gerechtigd om deze inspectie buiten aanwezigheid van klant uit te voeren en het bedoelde rapport zelf op te stellen. Dit rapport is bindend voor klant.

73.3 The Supplier is entitled to have the defects stated in the report of the final inspection and which reasonably be borne by the customer at the expense of the Customer. The Customer is liable for damage from the supplier due to temporary unusability or further inaccessibility of the equipment.

73.4 If at the end of the rent, the Client did not undo a change that he has applied to the equipment or did not remove an addition to it, it applies between the parties to have expected to have gone away from 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, if the supplier of any nature also maintains for the benefit of the Client.

Article 74 Maintenance services

74.1 Supplier carries out maintenance with regard to the equipment mentioned in the agreement, provided that the equipment has been drawn up in the Netherlands.

74.2 During the time that the supplier has the equipment to be maintained, the Customer is not entitled to temporary replacement equipment.

74.3 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 of this, the Supplier is obliged to make an effort to resolve the Supplier in writing to the best of its ability to properly reported the customer in writing within a reasonable period of time. In this chapter of the General Terms and Conditions, 'malfunction' is understood to mean the specifications of that equipment explicitly explicit or not without interruption to the equipment of the equipment. There is only a malfunction if the customer can prove this malfunction and the relevant malfunction can also be reproduced. Supplier is also entitled, but not required, to preventive maintenance.

74.4 The customer will inform the supplier thereof immediately after a malfunction occurs to the equipment by means of a detailed written description.

74.5 The Customer will provide all cooperation required by the Supplier for maintenance, such as the temporary strike of using the equipment. The Customer is obliged to provide the personnel of the supplier or third parties designated by the supplier to the location of the equipment, to provide all other necessary cooperation and to make the equipment available to the supplier for maintenance.

74.6 Before the customer offers the equipment to the supplier for maintenance, the customer ensures that all software and data recorded in or on the equipment is made a full and well-functioning backup.

74.7 At the request of the Supplier, an employee of the customer will be present for consultation with maintenance work.

74.8 The Customer is authorized not to connect equipment and systems supplied by the supplier to the equipment and to install software on them.

74.9 If, in the opinion of the supplier for the maintenance of the equipment, it is necessary for the connections of the equipment to be tested with other equipment or with software, the customer will make the relevant other equipment and software available to the supplier as well as the test procedures and information carriers.

74.10 The test material required for maintenance that does not belong to the normal outillage of the supplier must be made available by the Customer.

74.11 Customer bears the risk of loss, theft or damage to the equipment during the period that the supplier has it for maintenance work. It is left to the customer to insure this risk.

Article 75 Maintenance fee

75.1 In the maintenance price are not included:

• Costs of (replacing) consumables such as batteries, stamps, ink (cartridges), toner items, cables and accessories;
• costs of (replacement of) parts as well as maintenance services for the repair of malfunctions that have been wholly or partially caused by attempts to repair by others than supplier;
• work for the overhaul of the equipment;
• modifications to the equipment;
• relocation, relocation, reinstallation or transport costs for repairing equipment or activities as a result of this.

75.2 The reimbursement for maintenance is due regardless of whether the customer has (taken) the equipment or uses the possibility of maintenance.

Article 76 exclusions

76.1 Work due to the investigation or repair of malfunctions that are the result of or related to usage errors, improper use of the equipment or external causes, such as defects in the internet, data network compounds, voltage facilities or couplings with equipment, programm and materials that do not fall under the maintenance agreement does not belong to the maintenance agreement.

76.2 The supplier's maintenance obligations are not:

• the research or repair of malfunctions that are the result of or related to changes in the equipment other than by or on behalf of the supplier;
• The use of the equipment in violation of the applicable conditions and the failure of the customer to have the equipment maintained in time. The maintenance obligations of the supplier do not include research or repair of malfunctions related to software installed on the equipment.

76.3 Costs of maintenance and/or investigation carried out in connection with the provisions of Article (s) 76.1 and/or 76.2 can (additionally) charge the supplier according to his usual rates.

76.4 Supplier has never been kept to restore as a result of malfunctions and/or maintenance mutilated or lost data.