The NLdigital Terms and Conditions have been filed by NLdigital with the Central Netherlands Court, Utrecht location. © 2020 NLdigital

Chapter 1. General provisions

 

Article 1 Applicability of NLdigital Terms and Conditions

1.1 These NLdigital Terms and Conditions (hereinafter also: these general terms and conditions) apply to all offers and agreements whereby the supplier supplies goods and/or services of any nature and under any 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 the customer's purchasing or other conditions 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 them, the (license or sales) conditions of the relevant third parties apply to those products or services in the relationship between the supplier and the customer, with the exception of the deviating provisions in these general terms and conditions, provided that the applicability of the (license or sales) conditions of those third parties has been communicated by the supplier to the customer and a reasonable opportunity has been given to take note of those conditions. Notwithstanding the previous sentence, the customer cannot rely on a failure by the supplier to comply with the aforementioned obligation if the customer is a party as referred to in Article 6:235 paragraph 1 or paragraph 3 of the Dutch Civil Code.

1.5 If and insofar as the aforementioned conditions of third parties in the relationship between customer and supplier prove not to apply or are declared inapplicable for whatever reason, these general terms and conditions apply in full.

1.6 If any provision of these general terms and conditions is void or annulled, the other provisions of these general terms and conditions will remain in full force. In that case, the supplier and the customer will enter into consultation with the aim of agreeing on new provisions of the same purport as much as possible to replace the void or annulled provisions.

1.7 Without prejudice to the provisions of Article 1.4, in the event of a conflict between agreements made between the parties, the provisions of these general terms and conditions apply, unless the parties have expressly deviated from them in writing and with reference to these terms and conditions. In the event of a conflict between provisions from chapters of these terms and conditions, the provisions of an earlier chapter apply, unless expressly deviated from.

Article 2 Offers

2.1 All offers and other statements from the supplier are without obligation, unless the supplier indicates otherwise in writing. The Customer guarantees the accuracy and completeness of the information provided by or on behalf of the Customer to the Supplier on which the Supplier has based its offer, with the exception of obvious typographical errors.

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 stated by the supplier are in euros and the customer must pay in euros.

3.2 The customer cannot derive any rights or expectations from a cost estimate or budget issued by the supplier, unless the parties have agreed otherwise in writing. A budget communicated by the customer only applies as a (fixed) price agreed between the parties if this has been expressly agreed in writing.

3.3 If, according to the agreement, the customer consists of several natural persons and/or legal entities, then each of those (legal) persons is jointly and severally liable to the supplier for compliance with the agreement.

3.4 With regard to the services provided by the supplier and the amounts owed by the customer, the information from the supplier's administration provides complete evidence, without prejudice to the customer's right to provide evidence to the contrary.

3.5 In the event of a periodic payment obligation on the part of the customer, the supplier may, in writing and in accordance with the index or other benchmark included in the agreement, adjust applicable prices and rates on the term stated in the agreement. If the agreement does not expressly provide for the possibility of adjusting the prices or rates, the supplier may adjust the applicable prices and rates in writing with a notice period of at least three months. If the customer does not wish to agree to the adjustment in the latter case, the customer is entitled to cancel the agreement in writing within thirty days after notification of the adjustment, with effect from the date on which the new prices and/or rates would come into effect.

3.6 The parties record in the agreement the date or dates on which the supplier will charge the customer the fee for the agreed performance. Amounts due are paid by the customer in accordance with the payment conditions agreed or stated on the invoice. Customer is not entitled to suspend any payment nor to settle amounts due.

3.7 If the customer does not pay the amounts due or does not pay them on time, the customer will owe statutory interest for commercial agreements on the outstanding amount, without the need for a reminder or notice of default. If the customer continues to fail to pay the claim after a reminder or notice of default, the supplier can outsource the claim and, in addition to the total amount then due, the customer is also obliged to reimburse all reasonable judicial and extrajudicial costs, including all costs calculated by external experts. This does not affect the supplier's other legal and contractual rights.

Article 4 Duration of the agreement

4.1 If and insofar as the agreement between the parties is a continuing performance 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 always tacitly extended for the duration of the originally agreed period with a maximum of 1 year, unless the customer or supplier terminates the agreement in writing, taking into account a notice period of three months before the end of the relevant period.

Article 5 Confidentiality

5.1 Customer and supplier ensure that all information received from the other party that they know or reasonably should know is of a confidential nature, remains secret. This prohibition does not apply if and insofar as provision of the relevant data to a third party is necessary pursuant to a court decision, a legal regulation, on the basis of a legally issued order from a government agency or for the proper execution of the agreement. The party that receives confidential information will only use it for the purpose for which it was provided. Data will in any case be considered confidential if it has been designated as such by one of the parties.

5.2 The Customer acknowledges that the software made available by or through the supplier always has a confidential nature and that it contains trade secrets of the supplier, its suppliers or the manufacturer of the software.

Article 6 Privacy and data processing

6.1 If, in the opinion of the supplier, this is relevant for the execution of the agreement, the customer will, upon request, inform the supplier in writing about the manner in which the customer carries out his obligations under the legislation in the field of personal data protection.

6.2 The customer indemnifies the supplier against claims from persons whose personal data have been or are being processed for which the customer is responsible under the law, unless the customer proves that the facts underlying the claim are attributable to the supplier.

6.3 The responsibility for the data processed by the customer using a service from the supplier lies with the customer. The customer guarantees to the supplier that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. The customer indemnifies the supplier against any legal claim from a third party, on whatever grounds, in connection with this data or the execution of the agreement.

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

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

Article 7 Security

7.1 If the supplier is obliged under the agreement to provide a form of information security, that security will comply with the specifications regarding security agreed in writing between the parties. The Supplier does not guarantee that information security is effective under all circumstances. If an expressly described method of security is missing in the agreement, the security will meet a level that is not unreasonable, taking into account the state of the art, the implementation costs, the nature, scope and context of the information to be secured, known to the supplier, the purposes and normal use of its products and services and the likelihood and severity of foreseeable risks.

7.2 The access or identification codes, certificates or other security resources provided to the customer by or on behalf of the supplier are confidential and will be treated as such by the customer and will only be made known to authorized staff members from the customer's own organization. The Supplier is entitled to change assigned access or identification codes and certificates. Customer is responsible for managing authorizations and issuing and revoking access and identification codes in a timely manner.

7.3 If the security or testing thereof relates to software, equipment or infrastructure that has not been supplied to the customer by the supplier itself, the customer guarantees that all necessary licenses or approvals have been obtained to be able to perform the intended services. The Supplier is not liable for damage arising in connection with the performance of this service. Customer indemnifies supplier against any legal action on any grounds whatsoever in connection with the performance of this service.

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 secure its systems and infrastructure and keep it adequately secured.

7.6 The supplier can give instructions to the customer with regard to security, the aim of which is to prevent or minimize incidents or the consequences of incidents that could affect security. If the customer does not follow such instructions from the supplier or a relevant government body or does not follow them in a timely manner, the supplier is not liable and the customer indemnifies the supplier for any damage that may arise as a result.

7.7 The supplier is always permitted to install technical and organizational provisions to protect equipment, databases, websites, software made available or other works to which the customer is given access (directly or indirectly), also in connection with an agreed limitation in the content or the duration of the right to use these objects. The Customer will not have such technical provision(s) removed or 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 the supplier under the agreement concluded between the parties have been paid in full to the supplier. A customer who acts as a reseller may sell and resell all items that are subject to the supplier's retention of title to the extent that this is customary in the context of the normal conduct of his business.

8.2 The property law consequences of the retention of title of an item intended for export are governed by the law of the State of destination, if that law contains more favorable provisions in this regard for the supplier.

8.3 Rights are, where appropriate, granted or transferred to the customer on the condition that the customer has paid all amounts due under the agreement.

8.4 The supplier may retain the data, documents, software and/or data files received or realized in the context of the agreement, despite an existing obligation to issue or transfer, until the customer 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: user names, codes and passwords), documents, software or data files that are produced for, delivered to or used by the customer in the context of the execution of the agreement, transfers to the customer at the time at which they are brought into the actual control of the customer or a customer assistant.

Article 10 Intellectual property

10.1 All intellectual property rights to the software, websites, data files, databases, equipment, training, testing and examination materials or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, developed or made available to the customer under the agreement, belong exclusively to the supplier, its licensors or its suppliers. The Customer only obtains the rights of use that are expressly granted by these general terms and conditions, the written agreement concluded between the parties and by mandatory law. A right of use granted to the customer is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.

10.2 If the supplier is prepared to undertake to transfer an intellectual property right, such an undertaking can only be entered into in writing and expressly. If the parties agree in writing that an intellectual property right with regard to software, websites, databases, equipment, know-how or other works or materials specifically developed for the customer will be transferred to the customer, this will not affect the right or ability of the supplier to use and/or exploit the parts, designs, algorithms, documentation, works, protocols, standards and the like underlying that development without any restriction for other purposes, either for itself or for third parties. the Supplier also has the right to modify the general principles, ideas and programming languages ​​used for manufacturing,
or underlying the development, to use and/or exploit any work for other purposes without any restriction, for themselves or for third parties. Nor does the transfer of an intellectual property right affect the supplier's right to make developments for itself or a third party that are similar to or derived from those that have been or are being made for the customer.

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

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 preclude making equipment, software, material intended for websites, data files and/or other materials, designs, and/or other works available to the supplier for the purpose of use, maintenance, editing, installation or integration, including having the correct licenses. Customer indemnifies supplier against any claim from a third party based on the fact that such provision, use, maintenance, processing, installation or integration infringes any right of that third party.

10.6 The supplier is never obliged to carry out data conversion, unless this has been expressly agreed in writing with the customer.

10.7 The Supplier is entitled to use the customer's logo, logo or name in its external communications.

Article 11 Implementation services

11.1 The supplier will make every effort to carry out services with care, where appropriate in accordance with the written agreements and procedures agreed with the customer. All services provided by the supplier are performed on the basis of a best-efforts obligation, unless and insofar as the supplier has expressly promised a result in the written agreement and the relevant result is described with sufficient specificity in the agreement.

11.2 The supplier is not liable for damage or costs resulting from use or misuse of access or identification codes, certificates or other security resources, unless the misuse is the direct result of intent or deliberate recklessness on the part of the supplier's management.

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

11.4 The supplier is not obliged to follow instructions from the customer in the performance of its services, in particular not if this concerns instructions that change or supplement the content or scope of the agreed services. However, if such instructions are followed, the relevant work will be reimbursed in accordance with the supplier's usual rates.

Article 12 Information and other cooperation obligations

12.1 The parties recognize that the success of work in the field of information and communications technology depends on correct and timely mutual cooperation. The Customer will always provide all reasonable cooperation in a timely manner.

12.2 The Customer guarantees the accuracy and completeness of the data, information, designs and specifications provided to the supplier by or on behalf of the Customer. If the data, information, designs or specifications provided by the customer contain inaccuracies that are apparent to the supplier, the supplier will inquire about this with the customer.

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

12.4 The customer bears the risk of the selection of the items, goods and/or services to be delivered by the supplier. Customer always takes the utmost care to ensure that the performance requirements are correct and complete. Dimensions and data stated in drawings, images, catalogues, websites, quotations, advertising material, standardization sheets, etc. are not binding for the supplier, unless the supplier expressly states otherwise.

12.5 If the customer deploys personnel and/or auxiliary persons in the performance of the agreement, these personnel and these auxiliary persons will have the necessary knowledge and experience. If supplier employees perform work at the customer's location, the customer will provide the necessary facilities in a timely manner and free of charge, such as a workspace with computer and network facilities. The supplier is not liable for damage or costs due to transmission errors, disruptions or unavailability of these facilities, unless the customer proves that this damage or costs are the result of intent or deliberate recklessness on the part of the supplier's management.

12.6 The workspace and facilities will meet all legal requirements. The customer indemnifies the supplier against claims from third parties, including employees of the supplier, who suffer damage in connection with the execution of the agreement as a result
of actions or omissions by the customer or of unsafe situations in his organization. The customer will inform the employees deployed by the supplier of the house, information and security rules applicable within its organization before the start of the work.

12.7 Customer is responsible for management, including control of the settings, the use of the products supplied 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 provide the necessary equipment, infrastructure and supporting software and install, set up, parameterize, tune the (auxiliary) software required on its own equipment and, if necessary, adjust the equipment, other (auxiliary) software and user environment used and keep it up to date and achieve the interoperability desired by the Customer.

Article 13 Project and steering groups

13.1 If both parties participate in a project or steering group with one or more employees deployed by them, information will be provided in the manner agreed for the project or steering group.

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

13.3 The Customer guarantees that the persons designated by it 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 will make reasonable efforts to observe as much as possible the (delivery) periods and/or (delivery) dates stated by him or agreed between the parties, whether or not final. Interim (delivery) dates stated by the supplier or agreed between the parties always apply as target dates, do not bind the supplier and are always indicative in nature.

14.2 If there is a risk that any term will be exceeded, the supplier and the customer will enter into consultation to discuss the consequences of the exceedance for further planning.

14.3 In all cases - therefore also if the parties have agreed on a final (delivery) period or (delivery) date - the supplier will only be in default due to exceeding time after the customer has given him notice of default in writing, whereby the customer sets a reasonable period for the supplier to remedy the shortcoming (on the agreed basis) and this reasonable period has expired. The notice of default must contain a description of the shortcoming 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 agreed work will be carried out in phases, the supplier is entitled to postpone the start of the work belonging to a phase until the customer has approved the results of the preceding phase in writing.

14.5 The supplier is not bound to a final (delivery) date or (delivery) period, whether or not, if the parties have agreed on a change in the content or scope of the agreement (additional work, changes in specifications, etc.) or a change in the approach to the implementation of the agreement, or if the customer does not fulfill its obligations arising from the agreement, does not do so on time or does not fully comply. The fact that (the demand for) additional work arises during the execution of the agreement is never a reason for the customer to terminate or dissolve the agreement.

Article 15 Dissolution and termination of the agreement

15.1 Each of the parties is only entitled to terminate the agreement due to an attributable shortcoming in the performance of the agreement if the other party, in all cases after a written notice of default that is as detailed as possible, setting a reasonable period for remedying the shortcoming, attributably fails to fulfill essential obligations under the agreement. Payment obligations of the customer and all obligations to cooperate and/or provide information by the customer or a third party engaged by the customer apply in all cases as essential obligations under the agreement.

15.2 If the customer has already received services in performance of the agreement at the time of termination, these services and the associated payment obligations will not be subject to cancellation, unless the customer proves that the supplier is in default with regard to the essential part of those services. Amounts invoiced by the supplier before the termination in connection with what he has already properly performed or delivered in the execution of the agreement, remain due without prejudice to the provisions of the previous sentence and become immediately due and payable at the time of termination.

15.3 If an agreement which, by its nature and content, does not end upon completion, has been entered into for an indefinite period, it can be terminated in writing by either party after proper consultation and stating reasons. If no notice period has been agreed between the parties, a reasonable period must be observed when giving notice. The Supplier will never be obliged to pay any compensation due to termination.

15.4 The Customer is not entitled to prematurely terminate an assignment agreement that has been entered into for a fixed period, or an agreement that ends upon completion.

15.5 Each of the parties may terminate the agreement in writing in whole or in part without notice of default with immediate effect if the other party is granted a suspension of payments - provisionally or otherwise - if bankruptcy is filed for the other party, if the other party's company is liquidated or terminated other than for the purpose of reconstruction or merger of companies. The supplier can also terminate the agreement in whole or in part without notice of default with immediate effect if the decisive control over the customer's company changes directly or indirectly. Due to the termination referred to in this paragraph, the supplier is never obliged to make any refund of monies already received or to pay compensation. If the customer is irrevocably declared bankrupt, the customer's right to use the software, websites and the like made available, as well as the customer's right to access and/or use the supplier's services, will end, without any termination act on the part of the supplier being required.

Article 16 Liability of supplier

16.1 The total liability of the supplier due to attributable shortcomings in the performance of the agreement or on any legal basis whatsoever, expressly including any shortcoming in the fulfillment of a warranty or indemnification 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 price stipulated for that agreement (excl. VAT). If the agreement is mainly a continuing performance agreement with a term of more than one year, the price stipulated for that agreement is set at the total of the fees (excl. VAT) stipulated for one year. However, under no circumstances will the supplier's total liability for direct damage, on whatever legal basis, exceed €500,000 (five hundred thousand euros).

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

16.4 Indirect damage, consequential damage, lost profits, lost savings, reduced goodwill, damage due to business stagnation, damage as a result of claims from customers of the customer, damage related to the use of items, materials or software from third parties prescribed by the customer to the supplier and damage related to the use of suppliers prescribed by the customer to the supplier is excluded. The liability of the supplier in connection with mutilation, destruction or loss of data or documents is also excluded.

16.5 The exclusions and limitations of the supplier's liability described in articles 16.2 to 16.4 do not affect the other exclusions and limitations of the supplier's liability described in these general terms and conditions.

16.6 The exclusions and Limitations referred to in Articles 16.2 to 16.5 will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the supplier's management.

16.7 Unless compliance by the supplier is permanently impossible, the supplier's liability for attributable failure to comply with an agreement only arises if the customer immediately gives notice of default to the supplier in writing, setting a reasonable period for remedying the failure, and the supplier continues to attributably fail to fulfill its obligations even after that period. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that the supplier is given the opportunity to respond adequately.

16.8 A condition for any right to compensation to arise is that the customer reports the damage to the supplier in writing as soon as possible after it has occurred. Any claim for damages against the supplier shall lapse after twenty-four months after the claim arose, unless the customer has filed a legal action for compensation for the damage before the expiry of that period.

16.9 The customer indemnifies the supplier against all claims from third parties due to product liability as a result of a defect in a product or system that was supplied by the customer to a third party and that partly consisted of equipment, software or other materials supplied by the supplier, unless and insofar as the customer proves that the damage was caused by that equipment, software or other materials.

16.10 The provisions of this article as well as all other limitations and exclusions of liability stated in these general terms and conditions also apply to the benefit of all (legal) persons used by the supplier and its suppliers in the execution of the agreement.

Article 17 Force majeure

17.1 Neither party is obliged to fulfill any obligation, including any legal and/or agreed warranty obligation, if it is prevented from doing so as a result of force majeure. Force majeure on the part of the supplier includes: (i) force majeure of suppliers of the supplier, (ii) failure to properly fulfill obligations of suppliers prescribed by the customer to the supplier, (iii) defectiveness of goods, equipment, software or materials of third parties, the use of which has been prescribed to the supplier by the customer, (iv) government measures, (v) electricity disruption, (vi) disruption of the internet, data network or telecommunications 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 party has the right to terminate the agreement in writing. In that case, what has already been performed under the agreement will be settled proportionately, without the parties owing each other anything.

Article 18 Service Level Agreement

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

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 decommissioning announced in advance by the supplier due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond the supplier's control, are disregarded. Unless the customer provides proof to the contrary, the availability measured by the supplier will serve as complete proof.

Article 19 Backup

19.1 If the services provided to the customer under the agreement include making backups of customer data, the supplier will make a complete backup of the customer data in its possession, taking into account the periods agreed in writing, and failing that once a week. in the absence of agreements Regarding the retention period, the supplier will keep the backup for the period usual for the supplier. The supplier will store the backup carefully with due care.

19.2 The Customer remains responsible for compliance with all statutory administration and retention obligations applicable to him.

Article 20 Changes and additional work

20.1 If the supplier has carried out work or other services at the request or with the prior consent of the customer that fall outside the content or scope of the agreed work and/or performance, this work or performance will be reimbursed by the customer according to the agreed rates and, failing that, according to the supplier's usual rates. The Supplier is not obliged to comply with such a request and may require that a separate written agreement be concluded for this purpose.

20.2 The Customer realizes that changes and additional work (can) lead to shifting (delivery) periods and (delivery) dates. New (delivery) periods and (delivery) dates indicated by the supplier replace the previous ones.

20.3 To the extent that a fixed price has been agreed for the agreement, the supplier will inform the customer in writing, if requested, about the financial consequences of the additional work or performance as referred to in this article.

Article 21 Transfer of rights and obligations

21.1 Customer will never sell, transfer or pledge the rights and obligations it has under an agreement to a third party.

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

Article 22 Applicable law and disputes

22.1 The agreements between supplier and 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 resulting from it, will be settled by arbitration in accordance with the Arbitration Rules of the Stichting Dispute Resolution Automatisering, (www.sgoa.eu), without prejudice to the right of each of the parties to request a provision in (arbitral) summary proceedings and without prejudice to the right of each of the parties to take conservatory legal measures. The place of arbitration is Amsterdam, or other place as stated in the Arbitration Rules.

22.3 If a dispute arising from the agreement concluded between the parties or further agreements resulting from it falls within the jurisdiction of the Dutch subdistrict court, each of the parties, notwithstanding the provisions of Article 22.2, is entitled to bring the case before the legally competent court in the Netherlands as a subdistrict case. The foregoing jurisdiction only accrues to the parties if no arbitral proceedings have yet been initiated in respect of that dispute in accordance with the provisions of Article 22.2. If, in accordance with the provisions of this Article 22.3, the case has been brought before the legally competent court by one or more of the parties for consideration and decision, the subdistrict court judge of that court is authorized to hear and decide on the case.

22.4 In all cases, each of the parties is entitled to initiate an ICT mediation procedure in accordance with the ICT Mediation Regulations of the Automation Dispute Resolution Foundation in the event of a dispute arising from the agreement concluded between the parties or further agreements resulting from it. The other party is obliged to actively participate in a pending ICT mediation, which legally enforceable obligation in any case includes attending at least one joint discussion between mediators and parties, in order to give this extrajudicial form of dispute resolution a chance. Each of the parties is free to end the ICT mediation procedure at any time after a joint initial discussion between mediators and parties. The provisions of this paragraph do not prevent a party that deems this necessary from requesting relief in (arbitral) summary proceedings or taking precautionary 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 execution of the agreement on behalf of the controller(s) as a (sub)processor (data processor) as referred to in the legislation in the field of personal data protection. These Standard Clauses for processing, together with practical agreements about processing in the agreement or a separate appendix (for example a Data Pro Statement), form a processing agreement as referred to in Article 28, paragraph 3 of the General Data Protection Regulation (GDPR).

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 Customer, or its client, is the controller within the meaning of the GDPR, has control over the processing of the personal data and has determined the purpose and means of the processing of the personal data.

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

23.4 Leverancier geeft uitvoering aan de Avg zoals neergelegd in dit hoofdstuk ‘Standaardclausules voor verwerkingen’ en in de overeenkomst. Het is aan klant om op basis van deze informatie te beoordelen of leverancier afdoende garanties biedt met betrekking tot het toepassen van passende technische en organisatorische maatregelen, opdat de verwerking aan de vereisten van de Avg voldoet en de bescherming van de rechten van betrokkenen voldoende zijn gewaarborgd.

23.5 Klant staat er tegenover leverancier voor in dat hij conform de Avg handelt, dat hij zijn systemen en infrastructuur te allen tijde adequaat beveiligt en dat de inhoud, het gebruik en/of de verwerking van de persoonsgegevens niet onrechtmatig zijn en geen inbreuk maken op enig recht van een derde.

23.6 Klant is niet gerechtigd een door de toezichthouder aan hem opgelegde bestuurlijke boete op welke rechtsgrond dan ook op leverancier te verhalen. Onder ‘toezichthouder’ wordt in dit hoofdstuk (2) bedoeld een toezichthoudende autoriteit zoals bedoeld in de Avg.

Artikel 24 Beveiliging

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 has taken into account the state of the art, the implementation costs of the security measures, the nature, scope and context of the processing, the nature of its products and services, the processing risks and the varying likelihood and severity of risks to the rights and freedoms of data subjects that the supplier could expect given the intended use of its products and services.

24.2 Unless explicitly stated otherwise in the agreement, the supplier's product or service is not designed for the processing of special categories of personal data or data regarding criminal convictions or criminal offences.

24.3 The Supplier strives to ensure that the security measures it takes are appropriate for the Supplier's intended use of the product or service.

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

24.5 The Supplier may make changes to the security measures taken if, in its opinion, this is necessary to continue to offer an appropriate level of security. Supplier will record important changes and will inform customer of those changes where relevant.

24.6 Customer can request supplier to take further security measures. The Supplier is not obliged to make changes to its security measures in response to such a request. The supplier may charge the customer for the costs associated with changes implemented at the customer's request. Only after the changed security measures desired by the customer have been agreed in writing by the parties, the supplier is obliged to actually implement these security measures.

Article 25 Personal data breaches

25.1 The supplier does not guarantee that the security measures are effective under all circumstances. If the supplier discovers a breach in connection with personal data, he will inform the customer Without unreasonable delay. the agreement specifies how the supplier informs the customer about breaches relating to personal Data. if no specific agreements have been made, the supplier will contact the customer contact person in the usual manner.

25.2 It is up to the controller (customer or his/her client) to assess whether the breach relating to personal data about which the supplier has informed must be reported to the supervisory authority or data subject. Reporting personal data breaches remains the responsibility of the controller (customer or his/her client) at all times. The Supplier is not obliged to report breaches relating to personal data to the supervisory authority and/or the data subject.

25.3 If necessary, the supplier will provide further information about the breach in connection with personal data and will cooperate in the necessary information provision to the customer for the purpose of reporting to the supervisory authority or data subjects.

25.4 The supplier may charge the customer for the reasonable costs it incurs in this context at its then applicable rates.

Article 26 Confidentiality

26.1 The Supplier guarantees that the persons who process personal data under its responsibility have a duty of confidentiality.

26.2 The Supplier is entitled to provide personal data to third parties if and insofar as provision is necessary pursuant to a court decision, a legal regulation, on the basis of an authorized order from a government agency or for the proper execution of the agreement.

Article 27 Obligations upon termination

27.1 In the event of termination of the processing agreement, the supplier will delete all personal data in its possession and received from the customer within the period stated in the agreement in such a way that it can no longer be used and is no longer accessible (render inaccessible), or, if agreed, return it to the customer in a machine-readable format.

27.2 The supplier may charge the customer for any costs it incurs in the context of the provisions of the previous paragraph. Further agreements about this can be laid down in the agreement.

27.3 The provisions of Article 27.1 do not apply if a legal regulation prevents the supplier from removing or returning the personal data in whole or in part. In such a case, the supplier will only continue to process the personal data to the extent necessary under its legal obligations. The provisions of Article 27.1 also do not apply if the supplier is the controller within the meaning of the GDPR with regard to the personal data.

Article 28 Rights of data subjects, Data Protection Impact Assessment (DPIA) and audit rights

28.1 Supplier will, where possible, cooperate with reasonable requests from the customer that are related to the rights of data subjects invoked by the customer. If the supplier is approached directly by a data subject, he will refer him/her to the customer where possible.

28.2 If the customer is obliged to do so under the GDPR, the supplier will cooperate with a data protection impact assessment (DPIA) or a subsequent prior consultation after a reasonable request.

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 The parties will consult as soon as possible about the results in the report. The parties will follow the proposed improvement measures laid down in the report to the extent that this can reasonably be expected of them. The Supplier will implement the proposed improvement measures to the extent that they are appropriate in its opinion, taking into account the processing risks associated with its product or service, the state of the art, the implementation costs, the market in which it operates and the intended use of the product or service.

28.5 The supplier has the right to charge the customer for the costs it incurs in the context of the provisions of this article.

Article 29 Sub -processors

29.1 The supplier has stated in the agreement whether and, if so, which third parties (sub-processors) the supplier engages in the processing of personal data.

29.2 Customer gives permission to supplier to engage other sub-processors to perform its obligations arising from the agreement.

29.3 Supplier will inform customer of any change in the third parties engaged by the supplier. 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 the 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 defined as: the supplier making functionality available 'remotely' and keeping it available to the customer via the internet or another data network, without a physical carrier or download containing the relevant underlying software being made available to the customer.

Article 30 Execution of SaaS service

30.1 Supplier provides the SaaS service on behalf of the customer. Customer may only use the SaaS service for the benefit of its own company or organization and only to the extent necessary for the use intended by the supplier. The customer is not free to allow third parties to use the SaaS service provided by the supplier.

30.2 The Supplier may make changes to the content or scope of the SaaS service. If such changes are substantial and result in a change to the procedures applicable at the customer, the supplier will inform the customer of this as timely as possible. The costs of this change will be borne by the customer. In that case, the customer can terminate the agreement in writing on the date on which the change takes effect, unless this change is related to changes in relevant legislation or other regulations issued by competent authorities or the supplier bears the costs of this change.

30.3 The Supplier can continue to perform the SaaS service using a new or modified version of the underlying software. The supplier is not obliged to maintain, change or add certain features or functionalities of the service specifically for the customer.

30.4 The Supplier may temporarily decommission the SaaS service in whole or in part for preventive, corrective or adaptive maintenance or other forms of service. The Supplier will not allow the decommissioning to last longer than necessary and, if possible, will take place at times when the SaaS service is generally used least intensively.

30.5 The supplier is never obliged to provide the customer with 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, configure, parameterize, tune the SaaS service itself, convert and upload any data and, if necessary, adjust the equipment and user environment used.

Article 31 Guarantee

31.1 The Supplier does not guarantee that the SaaS service is error-free and functions without interruptions. The supplier will make every effort to correct errors as referred to in Article 36.3 in the underlying software within a reasonable period if and insofar as it concerns underlying software developed by the supplier itself and the relevant errors have been reported to the supplier in writing by the customer in detail. Where appropriate, the supplier can postpone the repair of the errors until a new version of the underlying software is put into use. The supplier does not guarantee that errors in the SaaS service that has not been developed by the supplier itself will be resolved. The Supplier is entitled to implement temporary solutions, program bypasses or problem-avoiding limitations in the SaaS service. If (a part of) the SaaS service has been developed on behalf of the customer, the supplier may charge the customer for the costs of repair at its usual rates. The Supplier is never obliged to repair imperfections other than those referred to in this article. If the supplier is prepared to carry out repair activities with regard to such other imperfections, the supplier is entitled to charge a separate fee for this.

31.2 Based on the information provided by the supplier regarding measures to prevent and limit the consequences of disruptions, errors and other imperfections in the SaaS services, corruption or loss of data or other incidents, the Customer will identify the risks for its organization and, if necessary, take additional measures. At the request of the customer, the supplier declares that it is prepared to provide reasonable cooperation in further measures to be taken by the customer, subject to (financial) conditions to be set by the supplier. The Supplier is never obliged to restore corrupted or lost data other than restoring the - where possible - most recently available backup of the data in question.

31.3 The Supplier does not guarantee that the SaaS service will be adapted in a timely manner to changes in relevant legislation and regulations.

Article 32 Commencement of services; compensation

32.1 The SaaS service to be provided by the supplier (and any associated support) commences within a reasonable period after entering into the agreement. Unless otherwise agreed, the SaaS service commences when the supplier makes the means available to gain access to the SaaS service. The Customer ensures that he has the facilities required for the use of the SaaS service available immediately after entering into the agreement.

32.2 The Customer owes the fee for the SaaS service that is included in the agreement. In the absence of an agreed payment schedule, all amounts relating to the SaaS service provided by the supplier are payable in advance each calendar month.

Article 33 Additional provisions

33.1 The following articles apply 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 'software' should be read as 'SaaS service' and 'delivery' as 'commencement of the service'.

Chapter 4. Program

The provisions in this 'Software' chapter apply, in addition to the General provisions of these general terms and conditions, if the supplier makes software, apps, associated data (banks) and/or user documentation (collectively referred to as 'software' in these general terms and conditions) available to the customer for use other than on the basis of a SaaS service.

Article 34 Right of use and restrictions on use

34.1 The supplier makes the agreed software available to the customer for use during the term of the agreement on the basis of a user license. The right to use the software is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.

34.2 The obligation to make available by the supplier and the customer's right of use extend exclusively to the so-called object code of the software. The customer's right of use does not extend to the source code of the software. The source code of the software and the technical documentation created during the development of the software will not be made available to the customer, even if the customer is prepared to pay 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 on other equipment with the same qualifications for the duration of the failure in the event of a malfunction of the equipment.

34.5 The supplier may require that the customer does not use the software until after the customer has obtained one or more codes required for use from the supplier, its supplier or the manufacturer of the software.

34.6 Customer may only use the software in and for the benefit of its own company or organization and only to the extent necessary for the intended use. The Customer will not use the software for the benefit of third parties, for example in the context of 'Software-as-a-Service' (SaaS) or 'outsourcing'.

34.7 The customer is never permitted to sell, rent, alienate or grant limited rights to the software, the associated codes for use and the carriers on which the software is or will be recorded or to make it available to a third party in any way, for any purpose or under any title whatsoever. Nor will the customer give a third party - remotely (online) or otherwise - access to the software or place the software with a third party for hosting, even if the third party in question uses the software exclusively for the customer's benefit.

34.8 If requested, the Customer will immediately cooperate with an investigation to be carried out by or on behalf of the supplier regarding compliance with the agreed usage restrictions. Customer will grant access to its buildings and systems at the supplier's first request. The supplier will treat confidentially all confidential business information that it obtains in the context of an investigation from or with the customer, 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 concerns the provision of software for use, will never be regarded as a purchase agreement.

34.10 The Supplier is not obliged to maintain the software and/or to provide support to users and/or administrators of the software. If, in deviation from the above, the supplier is asked to provide maintenance and/or support with regard to the software, the supplier may require the customer to enter into a separate written agreement for this.

Article 35 Delivery and installation

35.1 The supplier will, at its option, deliver the software on the agreed data carrier format or, in the absence of agreements in this regard, on a data carrier 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 supplier's option in paper or digital form in a language determined by the supplier.

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

Article 36 Acceptance

36.1 If the parties have not agreed on an acceptance test, the customer accepts the software in the condition it is in at the time of delivery ('as is, where is'), therefore with all visible and invisible errors and defects, without prejudice to the obligations of the supplier as referred to in Article 40. In the aforementioned case, the software will be deemed to have been accepted by the customer upon delivery or, if an installation to be carried out by the supplier has been agreed in writing, upon completion of the installation.

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 these general terms and conditions refer to 'errors', this is taken to mean the substantial non-compliance of the software with the functional or technical specifications of the software expressly stated in writing by the supplier, and, if the software concerns fully or partially customized software, with the functional or technical specifications expressly agreed in writing. An error only exists if the customer can demonstrate it and it is also reproducible. Customer is obliged to report errors immediately. 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 carry out the agreed acceptance test with qualified personnel and with sufficient scope and depth.

36.5 If an acceptance test has been agreed, the customer is obliged to test whether the delivered software meets the functional or technical specifications expressly stated in writing by the supplier and, if and insofar as the software concerns fully or partially customized software, the functional or technical specifications expressly agreed in writing.

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

36.7 The software will be considered accepted between the parties:
a. if the parties have agreed on an acceptance test: on the first day after the test period, then
b. if the supplier receives a test report as referred to in Article 36.8 before the end of the test period: at the time that the errors referred to in that test report have been corrected, without prejudice to the presence of errors that do not preclude acceptance according to Article 36.9, or
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 carrying out the agreed acceptance test, it appears that the software contains errors, the customer will report the test results in writing, in a clear, detailed and understandable manner to the supplier no later than the last day of the test period. The Supplier will make every effort to correct the errors referred to within a reasonable period, whereby the Supplier is entitled to implement temporary solutions, program bypasses or problem-avoiding limitations.

36.9 The Customer may not withhold acceptance of the software for reasons that are not related to the specifications expressly agreed in writing between the parties and furthermore not due to the existence of minor errors, being errors that do not reasonably hinder the operational or productive use of the software, without prejudice to the supplier's obligation to repair these minor errors in the context of the warranty scheme of Article 40. Furthermore, acceptance may not be withheld 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 in one of the ways referred to in this article means that the supplier is discharged from the fulfillment of its obligations regarding the provision and delivery of the software and, if the installation of the software has also been agreed by the supplier, its obligations regarding the installation.

36.12 Acceptance of the software does not affect the customer's rights under Article 36.9 regarding minor 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 after entering into the agreement.

37.2 Immediately 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 customer will destroy the relevant copies at the end of the agreement, the customer will immediately notify the supplier in writing of such destruction. At or after the end of the agreement, the supplier is not obliged to provide assistance with a view to a data conversion desired by the customer.

Article 38 Right of use fee

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 will take care of the installation of the software:

• upon delivery of the software;
• or in the case of periodically payable right of use fees upon delivery of the software and subsequently at the start of each new right of use period;

b. if the parties have agreed that the supplier will take care of the installation of the software:

• upon completion of that installation;
• or in the case of periodically payable right-of-use fees upon completion of that installation and subsequently at the start of each new right-of-use period.

Article 39 Changes in the software

39.1 Subject to mandatory exceptions provided by law, the customer is not entitled to change the software in whole or in part without the supplier's prior written permission. The Supplier is entitled to refuse permission or attach conditions to it. 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 The supplier will make every effort to correct errors within the meaning of Article 36.3 within a reasonable period if they have been reported in detail in writing to the supplier within a period of three months after delivery or, if an acceptance test has been agreed, within three months after acceptance. The Supplier does not guarantee that the software is suitable for the actual and/or intended use. The Supplier also does not guarantee that the software will work without interruption and/or that all errors will always be corrected. The repair will be carried out free of charge, 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 repair at its usual rates.

40.2 The supplier may charge the costs of repair at its usual rates if there are user errors or improper use by the customer or other causes not attributable to the supplier. The repair obligation lapses if the customer makes or has changes made to the software without written permission from the supplier.

40.3 Errors will be corrected at a location and manner to be determined by the supplier. The Supplier is entitled to install temporary solutions, program bypasses or problem-avoiding limitations in the software.

40.4 The Supplier is never obliged to repair corrupted or lost data.

40.5 The Supplier has no obligation of any nature or content whatsoever with regard to errors 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 designs and/or develops software as described in Chapter 4 and/or websites for the customer and, if necessary, 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 and/or website to be developed have not already been provided to the supplier before or upon entering into the agreement, the parties will specify in writing in good consultation which software and/or website will be developed and how the development will take place.

41.2 Supplier will develop the software and/or website with care, taking into account the expressly agreed specifications or design and - where appropriate - taking into account the project organization, methods, techniques and/or procedures agreed in writing with the customer. Before commencing development work, the supplier may require the customer to agree in writing to the specifications or design.

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

41.4 If requested, the customer will give the supplier the opportunity to carry out the work outside the usual working days and working hours at the customer's office or location.

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

41.6 If the parties agree that the supplier, in addition to development, also provides training, maintenance and/or support and/or the supplier also requests a domain name, the supplier may require the customer to enter into a separate written agreement for this. This work will be charged separately at the supplier's usual rates.

41.7 If the supplier provides services for the customer with regard to a domain name, such as the application, renewal, alienation or transfer to a third party, the customer must take the rules and working methods of the relevant authority(ies) into account. If requested, the supplier will provide the customer with a written copy of those rules. The supplier expressly accepts no responsibility for the accuracy or timeliness of the 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 supplier's usual rates. The Supplier does not guarantee that a domain name desired by the Customer will be assigned to the Customer.

Article 42 Agile development of software/websites

42.1 If the parties use an iterative development method (e.g. scrum), the parties accept: (i) that the work is not initially carried out on the basis of complete or fully developed specifications; and (ii) that specifications, which may or may not have been agreed upon at the start of the work, can be adjusted in good consultation during the execution of the agreement, taking into account the project approach associated with 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 on one or more test moments, testing will only take place on the basis of objective, measurable and previously agreed criteria (such as conforming to development standards). Errors or other imperfections will only be corrected if the responsible team decides to do so and will be implemented within a subsequent iteration. If an additional iteration proves necessary, the costs will be borne by the customer. After the final development phase, the supplier is not obliged to carry out repair activities with regard to errors or other imperfections, unless expressly agreed otherwise in writing.

Article 43 Delivery, installation and acceptance

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

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

43.3 The provisions of Article 36 of these general terms and conditions regarding acceptance apply mutatis mutandis.

43.4 If the parties use a development method as referred to in Article 42, then the provisions of Articles 36.1, 36.2, Articles 36.4 to 36.9, 36.12 and Articles 40.1 and 40.5 do not apply. Customer accepts the software and/or website in the condition it is in at the time of the end of the final development phase ('as is, where is').

Article 44 Used law

44.1 The supplier makes the software and/or website developed on behalf of the customer and any user documentation developed therefor available to the customer for use.

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

44.3 The Supplier is not obliged to make available the utility software and program or data libraries required for the use and/or maintenance of the software and/or website.

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

44.5 Only if the content of the written agreement expressly shows that all design and development costs of software developed by the supplier specifically for the customer are fully and exclusively borne by the customer, will - notwithstanding the provisions of Article 44.4 - no restrictions apply to the customer in the right to use the software and/or website made available and paid for by the customer.

Article 45 Reimbursement

45.1 In the absence of an agreed payment schedule, all amounts relating to the design and development of software and/or websites are payable in arrears each calendar month.

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

45.3 The compensation for the development of the software and/or website does not include compensation for the utility software and program and data libraries required by the customer, any installation services and any adjustment and/or maintenance of the software and/or website. Nor does the fee include providing support to users.

Article 46 Guarantee

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

46.2 The Supplier does not guarantee that the software and/or website it has developed will work properly in conjunction with all types or new versions of web browsers and any other software and/or websites. The Supplier also does not guarantee that the software and/or website work properly in conjunction with all types of equipment.

Chapter 6. Software maintenance 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 maintenance of Software and support when using that software.

Article 47 Maintenance services

47.1 If agreed, the supplier will carry 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 - only if this has been agreed in writing - the provision of new versions of the software in accordance with Article 48.

47.2 The Customer will report any errors found in the software in detail. After receiving the notification, the supplier will make every effort, in accordance with its usual procedures, to correct errors and/or make improvements in subsequent new versions of the software. Depending on the urgency and the supplier's version and release policy, the results will be made available to the customer in a manner and within a period to be determined by the supplier. The Supplier is entitled to install temporary solutions, program bypasses or problem-avoiding limitations in the software. The Customer will itself install, set up, parameterize, tune the corrected software or the new version of the software made available and, if necessary, adjust the equipment used and the user environment. The Supplier is never obliged to repair imperfections other than those referred to in this article. If the supplier is prepared to carry out repair activities with regard to such other imperfections, the supplier is entitled to charge a separate fee 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 ensure a proper and adequately secured infrastructure and network facilities in a timely manner.

47.5 The Customer will provide all cooperation required by the supplier in the maintenance, including temporarily discontinuing use of the software and making a backup of all data.

47.6 If the maintenance relates to software that has not been delivered to the customer by the supplier itself, the customer will, if the supplier deems this necessary or desirable for the maintenance, make the source code and technical (development) documentation of the software (including data models, designs, change logs, etc.) available. The Customer guarantees that he is entitled to such provision. 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 Maintenance includes the provision of new versions of the software only if and insofar as this has been agreed in writing. If the maintenance includes the provision of new versions of the software, this provision will take place at the discretion of the supplier.

48.2 Three months after an improved version has been made 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 the customer enters into a further written agreement with the supplier for the provision of a version with new functionality and that a further fee is paid for the provision. The supplier can copy functionality unchanged from a previous version of the software, but does not guarantee 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 specifically for the customer.

48.4 The supplier may require the customer to adjust its system (equipment, web browser, software, etc.) if this is necessary for the proper functioning of a new version of the software.

Article 49 Support services

49.1 If the supplier's services under the agreement also include support to users and/or administrators of the software, the supplier will advise online, by telephone or by e-mail about the use and functioning of the software referred to in the agreement. Customer will describe reports in the context of support as completely and detailed as possible, so that the supplier is given the opportunity to respond adequately. The Supplier may impose conditions on the reporting method, qualifications and the number of people eligible for support. The Supplier will process properly substantiated requests for support within a reasonable period in accordance with its usual procedures. The Supplier does not guarantee the accuracy, completeness or timeliness of responses or support provided. Support is provided on working days during the supplier's usual opening hours.

49.2 If the supplier's services under the agreement also include the provision of so-called 'standby services', the supplier will keep one or more employees available during the days and at the times stated in the agreement. In that case, the customer is entitled, in an emergency, to call on the support of the available staff members if there are serious malfunctions, errors and other serious imperfections in the functioning of the software. The Supplier does not guarantee that these will be resolved in a timely manner.

49.3 The maintenance and other agreed services as referred to in this chapter will be carried out 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 expressly agreed payment schedule, all amounts relating to maintenance of software and the other services laid down in the agreement as referred to in this chapter are always due in advance per calendar month.

50.2 Amounts relating to the maintenance of the software and the other services laid down in the agreement as referred to in this chapter are due from the start of the agreement. The fee for maintenance and other services is due regardless of whether the customer has started using the software or uses the option for maintenance or support.

Chapter 7. Advice and consultancy

The provisions included in this chapter 'Advice and consultancy' apply, in addition to the General provisions of these general terms and conditions, 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 The Supplier will carry out the advice and consultancy services completely independently, at its own discretion and not under the supervision and direction of the customer.

51.2 The supplier is not bound to a lead time for the assignment because the completion 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 supplier's services are only provided on the supplier's usual working days and times.

51.4 The use by the customer of 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) advice and consultancy services does not comply with what has been agreed in writing or with what may be expected of a reasonably acting and competent supplier rests entirely with the customer, without prejudice to the right of the supplier to provide counter evidence by all means.

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

Article 52 Reporting

52.1 The supplier will periodically inform the customer in the manner agreed in writing about the performance of the work. The customer will notify the supplier in writing in advance of circumstances that are or may be important to the supplier, such as the method of reporting, the issues for which the customer requires attention, the customer's priorities, availability of customer resources and personnel and special facts or circumstances that may not be known to the supplier. The customer will ensure the further dissemination and examination of the information provided by the supplier within the customer's organization and will assess this information partly on that basis and inform the supplier thereof.

Article 53 Reimbursement

53.1 In the absence of an expressly agreed payment schedule, all fees relating to services provided by the supplier as referred to in this chapter are payable in arrears each calendar month.

Chapter 8. Secondment services

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

Article 54 Secondment services

54.1 The supplier will make the employee referred to in the agreement available to the customer to carry out work under the direction and supervision of the customer. The results of the work are at the customer's risk. Unless otherwise agreed in writing, the employee will be made available to the customer for forty hours a week during the supplier's usual working days.

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

54.3 The customer is only permitted to lend the employee made available to a third party to work under the management and supervision of that third party if this has been expressly agreed in writing.

54.4 The Supplier will make every effort to ensure that the employee made available remains available for work during the agreed days for the duration of the agreement, except in the event of illness or termination of employment of the employee. Even if the agreement has been entered into with a view to performance by a specific person, the supplier is always entitled, after consultation with the customer, to replace this person with one or more persons with the same qualifications.

54.5 Customer is entitled to request replacement of the employee made available (i) if the employee made available demonstrably does not meet expressly agreed quality requirements and the customer informs the supplier of this within three working days after the start of the work, or (ii) in the event of long-term illness or termination of employment of the employee made available. The Supplier will immediately give priority attention to the request. The Supplier does not guarantee that replacement is always possible. If replacement is not possible or not possible without delay, the customer's claims for further compliance with the agreement will lapse, as will all customer claims due to non-compliance with the agreement. Payment obligations of the customer regarding the work performed remain unaffected.

Article 55 Duration of the secondment agreement

55.1 Notwithstanding what is stated in Article 4 of these general terms and conditions, if the parties have not agreed on the duration of secondment, the agreement has a term of indefinite duration, in which case a notice period of one calendar month applies to each of the parties after any initial term. Cancellation must be made in writing.

Article 56 Working hours, working hours and working conditions

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

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

Article 57 Overtime compensation and travel time

57.1 If the employee made available, on behalf of or at the request of the customer, works longer per day than the agreed or usual number of working hours or works outside the supplier's usual working days, the customer is liable for the agreed overtime rate for these hours or, in the absence of an agreed overtime rate, the supplier's usual overtime rate. If requested, the supplier will inform the customer about the applicable overtime rates.

57.2 Costs and travel time will be charged to the customer in accordance with the supplier's usual rules and standards. If requested, the supplier will inform the customer about the usual rules and standards.

Article 58 Hirer's liability and other liability

58.1 The Supplier will ensure the timely and complete payment of the wage tax, national insurance premiums, employee insurance premiums, income-independent contribution under the Health Insurance Act and turnover tax to be paid for the employee made available in connection with the agreement. The supplier indemnifies the customer against all claims from the tax authorities or from the authorities for the implementation of social insurance legislation that are due due to the agreement with the customer, on the condition that the customer immediately informs the supplier in writing about the existence and content of the claim and leaves the handling of the case, including any settlements, entirely to the supplier. To this end, the customer will provide the necessary powers of attorney, information and cooperation to the supplier to defend itself against these claims, if necessary on behalf of the customer.

58.2 The supplier accepts no liability for the quality of the results of work carried out under the supervision and direction of the customer.

Chapter 9. Education and training

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

Article 59 Registration and cancellation

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

59.2 The 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 customer's obligations under the agreement. The customer is allowed to replace a participant for a training with another participant after prior written permission from the supplier.

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

59.4 The consequences of cancellation of participation in a training course by the customer or participants are governed by the supplier's usual rules. A cancellation must always be made in writing and prior to the training or the relevant part Thereof. cancellation or non-appearance does not affect the payment obligations that the customer has under the agreement.

Article 60 Implementation of training

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

60.2 The Customer will inform the participants about and monitor compliance by participants with the obligations under the agreement and the rules of conduct prescribed by the supplier for participation in the training.

60.3 If the supplier uses its own equipment or software to carry out the training, the supplier does not guarantee that this equipment or software is error-free or functions without interruptions. If the supplier carries out the training at the customer's location, the customer will ensure the availability of proper teaching space and working equipment and software. If the customer's facilities appear to be unsatisfactory and the quality of the training cannot therefore be guaranteed, the supplier is entitled not to start, shorten or discontinue the training.

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

60.5 The customer owes a separate fee for the documentation, training materials or resources made available or produced for the training. The foregoing also applies to any training certificates or duplicates thereof.

60.6 If the training is offered on the basis of e-learning, the provisions of Chapter 3 'Software-as-a-Service (SaaS)' apply mutatis mutandis as much as possible.

Article 61 Price and payment

61.1 The supplier may require that the customer pays the relevant fees before the start of the training. The supplier may exclude participants from participation if the customer has failed to ensure timely payment, without prejudice to all other rights of the supplier.

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

61.3 Unless the supplier has expressly indicated that the training is exempt from VAT within the meaning of Article 11 of the Turnover Tax Act 1968, the customer is also liable to pay VAT on the compensation. After entering into the agreement, the supplier is entitled to adjust its prices in the event of a change in the VAT regime for training established by or pursuant to law.

Chapter 10. Hosting

The provisions included in this 'Hosting' chapter 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 provide the hosting services agreed with the customer.

62.2 If the object of the agreement is the provision of disk space for equipment, the customer will not exceed the agreed disk space, unless the agreement expressly regulates the consequences of this. The agreement includes the provision of disk space on a server reserved exclusively and specifically for the customer only if this has been expressly agreed in writing. All use of disk space, data traffic and other loads on systems and infrastructure is limited to the maximums agreed between the parties. Data traffic that has not been used by the customer in a certain period cannot be transferred to a subsequent period. If the agreed maximums are exceeded, 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 settings, the use of the hosting service and the way in which the results of the service are used. In the absence of express agreements in this regard, the customer will install, set up, parameterize and tune the (auxiliary) software itself and, if necessary, adjust the equipment used, other software and user environment and achieve interoperability desired by the customer. The Supplier is not obliged to carry out data conversion.

62.4 Only if this has been expressly agreed in writing, will the agreement also include the provision or provision of security, backup, contingency and recovery services.

62.5 Supplier may temporarily decommission the hosting service in whole or in part for preventive, corrective or adaptive maintenance. The supplier will not allow the decommissioning to last longer than necessary, will take place outside office hours if possible and, depending on circumstances, will commence after consultation with the customer.

62.6 If the supplier provides services for the customer under the agreement with regard to a domain name, such as the application, renewal, alienation or transfer to a third party, the customer must take the rules and working methods of the relevant authority(ies) into account. If requested, the supplier will provide the customer with a written copy of those rules. The supplier expressly accepts no responsibility for the accuracy or timeliness of the 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 supplier's usual rates. The Supplier does not guarantee that a domain name desired by the Customer will be assigned to the Customer.

Article 63 Notice and takedown

63.1 The Customer will at all times behave carefully and not unlawfully towards third parties, in particular by respecting the intellectual property rights and other rights of third parties, respecting the privacy of third parties, not distributing data contrary to the law, not gaining unauthorized access to systems, not distributing viruses or other harmful programs or data and refraining from criminal offenses and violation of any other legal obligation.

63.2 In order to prevent liability towards third parties or limit the consequences thereof, the supplier is always entitled to take measures with regard to an act or omission by or at the risk of the customer. The customer will immediately remove data and/or information from the supplier's systems at the supplier's first written request, failing which the supplier is entitled, at its discretion, to remove the data and/or information itself or to make access to it impossible. The supplier is furthermore entitled to deny the customer access to its systems immediately and without prior notice in the event of a violation or threatened 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 terminate the agreement with immediate effect, without being liable to the customer as a result.

63.3 The supplier cannot be expected to form an opinion on the validity of the claims of third parties or of the customer's defense or to be involved in any way in a dispute between a third party and the customer. The Customer will have to discuss this with the relevant third party and inform the supplier in writing and with properly substantiated documents.

Chapter 11. Purchase of equipment

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

ARTICLE 64 SALE aND sALE

64.1 Supplier sells the equipment and/or other items according to the nature and quantity as agreed in writing.

64.2 The supplier does not guarantee that the equipment and/or goods are suitable for the actual and/or intended use by the customer upon delivery, unless the purposes of use are clearly and unreservedly specified in the written agreement.

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

64.4 The Supplier does not guarantee that the assembly, installation and usage instructions associated with the equipment and/or items are error-free and that the equipment and/or items have the properties stated in these instructions.

Article 65 Episode

65.1 The equipment and/or goods sold by the supplier to the customer will be delivered to the customer ex-warehouse. The supplier will deliver the goods sold to the customer (or have them delivered) to a location 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 good time before delivery, of the time at which he or the engaged carrier intends to deliver the equipment and/or goods.

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

65.3 If the customer requests the supplier to remove or destroy old materials (such as networks, cabinets, cable ducts, packaging materials, equipment or data on equipment) or if the supplier is legally obliged to do so, the supplier can accept this request by means of a written order at its usual rates. If and insofar as the supplier is not legally permitted to require payment of compensation (e.g. in the context of the so-called 'old-for-new arrangement'), he will not request this compensation from the customer where appropriate.

65.4 If the parties have agreed this in writing, the supplier will install, configure and/or connect the equipment and/or items. Any obligation to install and/or configure equipment by the supplier does not include performing data conversion and installing software. The Supplier is not responsible for obtaining any necessary permits.

65.5 The 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 install a test setup with regard to the equipment in which the customer is interested. The Supplier may attach (financial) conditions to a test setup. A test setup involves temporarily placing equipment in a standard version, excluding accessories, on display in a space to be made available by the customer, before the customer finally decides whether or not to purchase the equipment in question. Customer is liable for use, damage, theft or loss of equipment that is part of a test setup.

Article 67 Environmental requirements

67.1 The Customer shall ensure an environment that meets the requirements specified by the supplier for the equipment and/or items, including temperature, humidity and technical environmental requirements.

67.2 The Customer shall ensure that work to be carried out by third parties, such as construction work, is carried out adequately and on time.

Article 68 Guarantee

68.1 The supplier will make every effort to repair material and manufacturing defects in the equipment sold and/or other goods sold, as well as in parts supplied by the supplier under the warranty, free of charge within a reasonable period of time if these defects have been reported in detail to the supplier within a period of three months after delivery. If, in the reasonable opinion of the supplier, repair is not possible, repair will take too long or if repair involves disproportionately high costs, the supplier is entitled to replace the equipment and/or items free of charge with other similar, but not necessarily identical, equipment and/or items. Data conversion that is necessary as a result of repair or replacement is not covered by the warranty. All replaced parts become the property of the supplier. The warranty obligation lapses if errors in the equipment, items or parts are wholly or partly the result of incorrect, careless or incompetent use, external causes such as fire or water damage, or if the customer makes or has changes made to the equipment or parts supplied by the supplier under the warranty without the supplier's permission. The Supplier will not withhold such permission on unreasonable grounds.

68.2 Any other or more far-reaching claim by the customer for non-conformity of the delivered equipment and/or goods than that stated in article 68.1 is excluded.

68.3 Costs of work and repairs outside the scope of this warranty will be charged by the supplier in accordance with its usual rates.

68.4 The supplier has no obligation under the purchase agreement with regard to errors and/or other defects reported after the warranty period referred to in Article 68.1.

Chapter 12. Equipment Rental

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

Article 69 Rent and rental

69.2 The Supplier rents the equipment referred to in the rental agreement and the associated user documentation to the Customer.

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

69.4 The rental commences on the day the equipment is made available to the customer.

Article 70 Pre -inspection

70.1 Before or on the occasion of making it available, the supplier may, by way of preliminary inspection, draw up a description of the condition of the equipment in the presence of the customer, stating any defects found. The supplier may require the customer to sign the drawn up report with this description for approval before the supplier provides the equipment to the customer for use. The defects in the equipment stated in that report are the responsibility of the supplier. When defects are discovered, the parties agree whether and, if so, how and within what period the defects mentioned in the report will be repaired.

70.2 If the customer does not properly cooperate with the preliminary inspection as referred to in Article 70.1, the supplier has the right to carry out this inspection without the customer being present and to draw up the report itself. This report is binding for the customer.

70.3 If no preliminary 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 and for the benefit of its own organization or company in accordance with the intended purpose under the agreement and at the locations stated in that agreement. 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 sublet the equipment to a third party or otherwise allow a third party to use It or share it.

71.2 The Customer himself will install, configure, connect and prepare the equipment for use.

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 dispose of it in any other way.

71.4 Customer will use the equipment carefully and maintain it with due care. Customer will take sufficient measures to prevent damage. In the event of damage to the equipment, the customer will immediately notify the supplier. In all cases, the customer is liable to the supplier in the event of damage to, theft, loss or misappropriation of the equipment during the duration of the rental.

71.5 Customer will not change or add anything to the equipment in whole or in part. If any changes or additions have been made, the customer will undo or remove them at the latest at the end of the rental agreement.

71.6 The parties agree that defects in changes and additions made to the equipment by or on behalf of the customer and all defects in the equipment resulting from those changes or additions are not defects within the meaning of Article 7:204 of the Dutch Civil Code. The customer has no claims against the supplier in respect of these defects. The Supplier is not obliged to repair or maintain these defects.

71.7 The Customer is not entitled to any compensation in connection with changes or additions made by the Customer to the rented equipment that have not been undone or removed at or after the end of the rental agreement, for whatever reason.

71.8 The Customer will immediately notify the supplier in writing of any seizure of the equipment, stating the identity of the seizure holder and the reason for the seizure. The Customer will immediately allow the seizing bailiff to inspect the rental agreement.

Article 72 Maintenance of rented equipment

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

72.2 The customer will immediately report in writing any defects it discovers in the rented Equipment. the supplier will make every effort to repair defects in the equipment for which it is responsible within a reasonable period by means of corrective maintenance. the supplier Is also entitled, but not obliged, to carry out preventive maintenance on the equipment. if requested, The customer will give the supplier the opportunity to carry out corrective and/or preventive maintenance. The parties will discuss in advance the days and times on which maintenance will take place. During the maintenance period, the customer is not entitled to replacement equipment.

72.3 Excluded from the obligation to repair defects are:

• defects that the customer accepted when entering into the rental agreement;
• the repair of defects resulting from external causes;
• defects that can be attributed to the customer, its employees and/or third parties engaged by the customer;
• defects resulting from careless, incorrect or improper use or use contrary to the documentation;
• defects related to the use of parts or consumables that are not recommended or authorized;
• defects resulting from use of the equipment contrary to its intended use;
• defects resulting from unauthorized changes or additions to the equipment.

72.4 If the supplier repairs or has the defects referred to in the previous paragraph repaired, the customer will owe the associated costs in accordance with the supplier's usual rates.

72.5 The Supplier is always entitled to choose not to repair defects and to replace the equipment with other, similar, but not necessarily identical equipment.

72.6 The Supplier is never obliged to restore or reconstruct lost data.

Article 73 Final inspection and return

73.1 Customer will return the equipment to the supplier in its original condition at the end of the rental agreement. To this end, the Customer will also remove any data from the equipment. Transport costs in connection with the return are borne by the customer.

73.2 The Customer will cooperate with a joint final inspection of the condition of the equipment before or at the latest on the last working day of the rental period. The parties jointly draw up a report of the findings, which must be signed by both parties. If the customer does not cooperate with this final inspection, the supplier is entitled to carry out this inspection without the customer being present and to draw up the intended report itself. This report is binding for the customer.

73.3 The supplier is entitled to have the defects stated in the final inspection report and which are reasonably at the customer's expense and risk repaired, at the customer's expense. Customer is liable for damage suffered by the supplier due to temporary unusability or further unrentability of the equipment.

73.4 If, at the end of the rental, the customer has not undone a change he has made to the equipment or has not removed an addition to it, the parties agree that the customer is deemed to have waived any right to those changes and/or additions.

Chapter 13. Equipment Maintenance

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 maintains equipment of any kind for the customer.

Article 74 Maintenance services

74.1 The Supplier carries out maintenance with regard to the equipment referred to in the agreement, provided that the equipment is installed 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 provided and any associated service levels will be recorded in a written agreement. Failing this, the supplier is obliged to make every effort to resolve faults that have been duly reported to the supplier in writing by the customer within a reasonable period of time. In this chapter of the general terms and conditions, 'malfunction' means the failure of the equipment to meet the specifications of that equipment expressly stated in writing by the supplier or not without interruption. A malfunction only exists if the customer can demonstrate this malfunction and the relevant malfunction can also be reproduced. The Supplier is also entitled, but not obliged, to carry out preventive maintenance.

74.4 Customer will notify the supplier immediately after a malfunction of the equipment occurs 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 cessation of use of the Equipment. the customer is obliged to grant the supplier's personnel or third parties designated by the supplier access to the location of the equipment, to provide all other necessary cooperation and to make the equipment available to the supplier for maintenance.

74.6 Before the customer offers the equipment to the supplier for maintenance, the customer ensures that a complete and properly functioning backup has been made of all software and data recorded in or on the equipment.

74.7 At the supplier's request, a knowledgeable employee of the customer will be present for consultation during maintenance work.

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

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

74.10 The test material required for maintenance that is not part of the supplier's normal equipment 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 in its possession for maintenance work. It is left to the customer to insure this risk.

Article 75 Maintenance allowance

75.1 The maintenance price does not include:

• costs of (replacing) consumables such as batteries, stamps, ink (cartridges), toner items, cables and accessories;
• costs of (replacing) parts as well as maintenance services for the repair of malfunctions caused in whole or in part by attempts at repairs by parties other than the supplier;
• work for the overhaul of the equipment;
• modifications to the equipment;
• relocation, relocation, reinstallation or costs of transport to repair equipment or work resulting therefrom.

75.2 The payment for maintenance is due regardless of whether the customer has put the equipment into use or makes use of the maintenance option.

Article 76 Exclusions

76.1 Work due to the investigation or repair of malfunctions that are the result of or related to user errors, improper use of the equipment or external causes, such as defects in the internet, data network connections, power supplies or connections to equipment, software or materials that are not covered by the maintenance agreement, are not among the supplier's obligations under the maintenance agreement.

76.2 The supplier's maintenance obligations do not include:

• the investigation or repair of malfunctions resulting from or related to changes to the equipment other than by or on behalf of the supplier;
• the use of the equipment in violation of the applicable conditions and the customer's failure to have the equipment maintained in a timely manner. The supplier's maintenance obligations also do not include investigation or repair of malfunctions related to software installed on the equipment.

76.3 The supplier may charge (additionally) for costs of maintenance and/or research carried out in connection with the provisions of article(s) 76.1 and/or 76.2 at its usual rates.

76.4 The supplier is never obliged to repair corrupted or lost data as a result of malfunctions and/or maintenance.