General Terms and Conditions

If the Supplier is, in deviation from Article 8.1, prepared to undertake to transfer an intellectual or industrial property right, may such an obligation only be entered into expressly in writing. If the parties expressly agree in writing that intellectual or industrial property rights regarding software, websites, databases, equipment or other materials specifically developed for the Customer shall be transferred to the Customer, this shall not affect the Supplier's right to apply and to use, either for itself or for third parties, the parts, general principles, ideas, designs, documentation, works, programming languages and the like underlying that development, without any limitation on other purposes. Nor shall a transfer of intellectual or industrial property rights affect the Supplier's right to undertake developments for itself or third parties which are similar to those done for the Customer.

The Customer shall not be allowed to remove or modify any designation concerning the confidential nature or concerning copyrights, trademarks, business names or other intellectual or industrial property rights from the software, websites, databases, equipment or materials.

The Supplier shall be allowed to take technical measures to protect the software or with a view to agreed restrictions in the duration of the right to use the software. The Customer shall not be allowed to remove or evade such a technical measure. If security measures result in the Customer being unable to make a back-up copy of software, the Supplier shall provide the Customer with a back-up copy upon request.

The Customer may only use the software in its own company or organisation on the one processing unit and for a specific number or type of users or terminals for which the right of use has been furnished.

The right of use shall not be transferable. The Customer shall not be allowed to sell, lease, sub-license or alienate the software and data carriers on which it has been recorded, grant restricted rights to this software or these data carriers or provide them to a third party in any manner or for any purpose whatsoever, give a third party remote or non-remote access to the software. The Customer shall not modify the software except in connection with repairing errors. The Customer shall not use the software to process data for third parties ("time-sharing").

The Customer shall immediately return all copies of the software in its possession to the Supplier after the right to use the software ends. If the parties have agreed that the Customer shall destroy the copies when the right of use ends, the Customer shall provide written notice of such destruction to the Supplier immediately.

The Supplier has the right to suspend the agreed work if he owing to circumstances which are beyond his sphere of influence or which he could not be aware of when concluding the agreement, temporarily is unable to fulfil his obligations.

The Supplier shall be entitled, but not required, to examine the correctness, completeness or consistency of the data, specifications or designs given to it and, if any imperfections are discovered, to suspend the agreed work until the Customer has eliminated the imperfections concerned.

If fulfilment becomes permanently impossible, the agreement can be dissolved for that part that has not been fulfilled yet. Neither party has a right to compensation as a result of the damage suffered because of the dissolution.

If the Supplier, at the request of or with prior consent from the Customer, has performed work or rendered other performance which goes beyond the substance or scope of the agreed services, the Customer shall pay for that work or performance according to the Supplier's usual rates. Expanding or modifying a system analysis, a design or specifications shall also constitute additional work. The Supplier shall never be obliged to satisfy such a request, and it may require that a separate written agreement be concluded.

The Customer accepts that work or performance as referred to in Article 18.1 may affect the agreed or expected time of completion of the services and the mutual responsibilities of the Customer and Supplier. The fact that additional work (or the demand for it) arises during execution of the agreement shall never be a ground for the Customer to rescind or terminate the agreement.

Insofar as a fixed price has been agreed for the services, the Supplier shall, upon request, inform the Customer in writing in advance about the financial consequences of the additional work or performance.

Additional work is also the case if the information provided by the Customer does not correspond with the reality.

Additional work is calculated on the basis of factors that influence the price at the time when the additional work was performed. Reduced work is calculated on the basis of factors that influence the price at the time the agreement was concluded.

The delivery time given by the Supplier is always an approach, whereby the Supplier always assumed that he can perform the order under the conditions known by him at the time of providing the delivery time.

The delivery will start when all necessary and agreed terms for execution of the order has been fulfilled.

If the conditions as mentioned in the first paragraph of this article seem to be different, the Supplier can prolong the delivery time with the time he needs to execute the order under the changed conditions.

If additional work is the case, the Supplier can prolong the delivery time in accordance.

If the Supplier is entitled to suspension, the delivery time will be prolonged in accordance.

The Supplier shall not be bound by firm or non-firm delivery or other periods which can no longer be met on account of circumstances beyond its control which have occurred after the agreement was concluded.

In all cases, even if the parties have expressly agreed on a firm date in writing, the Supplier shall not be in default because of a time period being exceeded, until the Customer has provided it with a written notice of default.

The Supplier shall deliver the software to be developed to the Customer and install it as much as possible in accordance with the specifications recorded in writing, with installation only occurring if installation by the Supplier has been agreed in writing. In the absence of express agreements in this regard, the Customer itself shall install, set up, design parameters for and tune the software and, if necessary, adjust the equipment and user environment used in this connection. Unless expressly otherwise agreed, the Supplier shall not be required to convert data.

The order is considered as produced if the Customer, has taken that what is produced into use, has it approved, or if the Customer has not sent a written notice with an objection within fourteen days.

The work is also considered as produced if the Customer whithheld his approval because of minor defects that can be repaired within thirty days and are not in the way of taking the work into production. Acceptance may also not be withheld that regard aspects of the software which can only be evaluated subjectively, as the design of userinterfaces.

If the Customer objects within the meaning of Article 13.2, he should inform the Supplier with a written detailed test rapport about the errors. The Supplier will do his best to repair these errors within a reasonable time, in which the Supplier is entitled to add temporary solutions, program or problem-avoiding restrictions to the software. An error does only exist if the Customer can demonstrate and reproduce it. The Customer shall always report any errors.

If the software will be delivered and tested in stages and/or components, the non-acceptance of a certain stage and/or part does not terminate the acceptance of an earlier stage and/or another part.

In the absence of an expressly agreed invoicing schedule, all amounts pertaining to development of the software shall be owed when the software is delivered or, if installation by the Supplier has also been agreed in the contract, when the installation is completed.

Each of the parties shall only be entitled to rescind the agreement if the other party imputably fails to perform material obligations under the agreement - in all cases, after having received a proper written notice of default which is as detailed as possible and in which it has been given a reasonable time period to remedy the breach.

If an agreement which, by its nature and substance, will not end when certain conditions, acts or the like are fulfilled, has been entered into for an indefinite period of time, each of the parties may terminate the agreement by written notice after proper consultation and with a statement of reasons. If the parties have not agreed on an express notice period, a reasonable notice period must be observed in terminating the agreement. The parties shall never be liable for damages for terminating the agreement.

In deviation from what has been provided for by statute in this regard through directory law, the Customer may only terminate a services agreement in the cases stated in these Terms and Conditions.

Each of the parties may partly or completely terminate the agreement in writing with immediate effect and without a notice of default if the other party is granted a provisional or non-provisional suspension of payments, if a petition for liquidation is filed with regard to the other party or if the other party's business is wound up or terminated for other reasons besides a business reconstruction or merger. The Supplier shall never be obliged on account of this termination to refund funds already received or to pay damages. In the event of the Customer's liquidation, the right to use software provided to the Customer shall be extinguished by law.

If the Customer, at the time of the rescission referred to in Article 9.1, already has received performance in connection with execution of the agreement, this performance and the related payment obligation shall not be cancelled, unless the Customer proves that the Supplier is in default with regard to that performance. Amounts which the Supplier has invoiced before the rescission in connection with what it has already properly performed or delivered to execute the agreement shall, subject to the provisions in the preceding sentence, continue to be owed in full and shall be immediately payable at the time of rescission.

Objects and complaints must be notified to the Supplier in writing and as soon as possible, but no later than within 48 hours ater discovery, or with non-visible defects within 48-hours after the defects could reasonably be discovered.

Claims and defenses based on the assertion that the Supplier failed somehow, are barred from running by 1 year after the conclusion of the contract.

The Supplier ensures stability of his performance for three months.

If the performance mentioned in the previous paragraph consist of installing and implementing software, then the Supplier will ensure stability of this work for three months, on the condition that he was free in the way of implementation.

The guarantee obligation of the Supplier will consist of (partly) performing the work again, if the things mentioned in the previous paragraph are the case.

Any travel and subsistence expenses of the Supplier, as well as all other costs of any adjustments, shall be on behalf of the Customer.

If the performance mentioned in the previous paragraph consist of the supply of software, then the Supplier will ensure stability of this software until three months after delivery date, on the condition that the instructions of the Supplier were followed by the Customer.

The guarantee obligations of the Supplier will consist of resupplying the software, carrying out modifications or (partly) crediting the invoice, so at the discretion of the Supplier.

The Supplier should at all times be given the opportunity to repair a possible failure or to redo his performance.

The Customer is only granted warrenty, if he complied to all obligations towards the Supplier.

No warranty is granted for defects arising as a result of improper use, normal wear and tear, non or incorrectly performed maintenance, installation, repair, and modification by third parties. No warranty is also granted if the Customer uses pirated software, or software which the Supplier has indicated that it is not compatible with the by him supplied and/or installed software.

Recovery of mutilated or lost data is not covered by warranty.

The recovery of errors in the software within the meaning of article 13.4, will take place at a location determined by the Supplier. The Supplier is entitled to add temporary solutions, program or problem-avoiding restrictions to the software.

The Supplier has no obligation for the repair of errors in the meaning of Article 13.4, which have been reported after the expiry of the warranty period mentioned in Article 16.1, unless the parties have a maintenance agreement which requires so.

If a maintenance agreement has been concluded for the software or if the user's fee for the software includes maintenance, the Customer shall provide detailed notice to the Supplier of the errors observed in the software in accordance with the Supplier's usual procedures. After receiving the notice, the Supplier shall, to the best of its ability, do its utmost to repair errors within the meaning of Article 13.4 and/or to make improvements in later, new versions of the software. Depending on the urgency, the results shall be provided to the Customer in the manner and within the time period to be determined by the Supplier. The Supplier shall be entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the software. In the absence of express agreements in this regard, the Customer itself shall install, set up, design parameters for and tune the corrected software or the new version provided and, if necessary, adjust the equipment and user environment used in this connection. Unless expressly otherwise agreed, the Supplier shall not be required to convert data.

The Supplier does not warrant that the software shall operate without interruption, errors or other defects or that all errors or other defects shall be corrected.

The Supplier may charge the repair costs according to its usual rates if there have been operating errors or improper use on the Customer's part or other causes not imputable to the Supplier or if the software has been modified by others besides the Supplier. Maintenance shall not include repairing mutilated or lost data.

If a maintenance agreement has been concluded, the Supplier shall provide improved versions of the software to the Customer when they become available. The Supplier shall no longer be required to repair any errors in the old version or to provide support regarding an old version three months after an improved version becomes available. In providing a version with new options and functions, the Supplier may require the Customer to enter into a new agreement with the Supplier and to pay a new fee for this version being made available.

If the Customer does not enter into a maintenance agreement with the Supplier at the same time that the agreement to provide the software is concluded, the Supplier cannot be required to enter into a maintenance agreement at a later time.

In the absence of an expressly agreed invoicing schedule, shall all amounts pertaining to maintaining software be owed before the maintenance period commences.

The Supplier is only liable for damage suffered by the Customer, which is the direct and exclusive result of a shortcoming of the Supplier. This means that compensation for damages is only considered for which the Supplier is insured, or reasonably, given the standards of the industry, had properly be insured for. In addition, the following restrictions must be observed.

The Supplier's liability for consequential damage, consequential loss, lost profits, lost savings, loss of goodwill, damage through business interruptions, damage ensuing from claims by the Customer's Customers, mutilation or loss of data, damage relating to the use of objects, materials or software of third parties prescribed by the Customer for the Supplier, damage relating to engagement of Suppliers prescribed by the Customer for the Supplier and all other forms of consequential damage, on any account whatsoever, shall be excluded.

The Supplier is never liable for damages caused by omissions or gross negligence on the part of third parties.

The costs for compensation of the damages will be mitigated for the Supplier, if the price to be paid by the Customer is low in proportion to the extent of the damage suffered by the Customer.

The liability of the Supplier shall at all times be limited to no more than twice the buying price.

The Supplier accepts no liability regarding the software supplied by the Supplier.

The Supplier accepts no liability for given advices.

The Supplier's liability because of an imputable failure to perform an agreement shall in all cases only arise if the Customer immediately and properly provides a written notice of default to the Supplier, with a reasonable time period for remedying the failure being given and the Supplier still imputably failing to perform its obligations after that period as well. The notice of default must contain a description of the breach which is as complete and specific as possible, so that the Supplier can respond adequately.

A party shall not be obliged to perform any obligation if it is prevented from doing so by a situation of force majeure. "Force majeure" shall also include a situation of force majeure for the Supplier's Suppliers, improper performance of obligations by Suppliers prescribed by the Customer for the Supplier, as well as defects in objects, materials or software of third parties which the Customer has required the Supplier to use.

If a situation of force majeure lasts for more than 90 days, the parties shall be entitled to terminate the agreement by rescinding it in writing. What has already been performed pursuant to the agreement shall in that case be settled proportionately, without the parties otherwise owing each other anything.

Dutch law shall govern the agreements between the Supplier and the Customer. The Vienna Sales Convention of 1980 shall not apply.

Disputes arising between the Supplier and the Customer in connection with an agreement concluded between the Supplier and the Customer or in connection with further agreements which arise under this shall be settled through arbitration in accordance with the arbitration regulations of the Foundation for the Settlement of Automation Disputes in The Hague, all of this without prejudice to the parties' right to request relief in interlocutory arbitration proceedings and without prejudice to the parties' right to take protective pre-judgment measures.

In order to attempt to achieve an amicable resolution of an existing or potential future dispute, either party may always initiate IT mediation pursuant to the IT mediation regulations of the Foundation for the Settlement of Automation Disputes in The Hague. IT mediation pursuant to these regulations shall be based on mediation by one or more mediators. This procedure shall not result in a judgment which is binding on the parties. Participation in this procedure shall be voluntary. The provisions in this paragraph of this article shall not preclude a party which so desires from skipping the IT mediation procedure and immediately pursuing the dispute procedure mentioned in Article 20.2.