2. Price and payment

2.1   All prices are exclusive of turnover tax (VAT) and other levies imposed by the government.

2.2    In the event of an agreement in which there are periodic amounts due to be paid by the Client, the Supplier shall be entitled to adjust the applicable prices and rates by means of a written notice to the effect of a period of at least three months. .

2.3    The Supplier is in all cases entitled to adjust the agreed prices and rates by means of a written notification to the Client for services that, according to the agreement, will be delivered at a time that is at least three months after the date of this notification.

2.4    If the Client does not wish to agree to an adjustment made by the Supplier of prices and rates as referred to in Article 2.2 or 2.3, the Client is entitled to terminate the agreement in writing within seven working days after the notification referred to in those articles. the date stated in the Supplier’s notification on which the price or tariff adjustment would come into force or to cancel the agreement.

2.5    All invoices will be paid by the Client in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the Client will pay within 15 (fifteen) days of the invoice date.

2.6    Loyally invoices 50% of the agreed project costs at the start of a project. The remaining 50% will be invoiced on completion.

2.7    If the Client does not pay the amounts due within the agreed term, the Client will owe the statutory interest on the outstanding amount, without any notice of default being required. If Client continues to fail to pay the claim after notice of default, the claim can be handed over, in which case Client will be obliged to pay full compensation for extrajudicial and judicial costs, including all costs charged by external parties. experts in addition to the costs established in court, in connection with the collection of this claim or the exercise of legal action, the amount of which is fixed at a minimum of 15% of the total amount.

4. Reservation of property and rights

4.1   All goods delivered to the Client remain the property of the Supplier until all amounts due by the Client for the goods delivered or to be delivered pursuant to the agreement, as well as the amounts referred to in Article 2.6, including interest and costs of collection, are fully applicable. to the Supplier.

4.2   Rights are always granted to the Client or, where appropriate, transferred under the condition that the Client pays the agreed fees in a timely and complete manner.

6. Intellectual or industrial property rights

6.1   All intellectual or industrial property rights on all software, equipment or other materials such as analyses, designs, documentation, reports, quotations, and preparatory material, developed or made available under the agreement, are exclusively vested in the Supplier or its licensers. Client only obtains the rights of use and powers that are explicitly granted under these conditions or otherwise and otherwise he will not multiply the software or other materials or make copies thereof. The above applies unless otherwise agreed between the Supplier and the Client.

6.2   The Client is aware that the software, equipment and other materials made available contain confidential information and trade secrets of the Supplier or its licensors. The Client undertakes, without prejudice to the provisions in article 3, to keep this software, equipment and materials secret, not to disclose it to third parties or to use it and to use it only for the purpose for which it was made available to it. Third parties also include all persons working in the Client’s organization who do not necessarily have to use the software, equipment and / or other materials.

6.3   The Client is not permitted to remove or alter any designation concerning copyrights, brands, trade names or other intellectual or industrial property rights from the software, equipment or materials, including indications concerning the confidential nature and secrecy of the software. software.

6.4   The Supplier is permitted to take technical measures to protect the software. If the Supplier has secured the software by means of technical protection, the Client is not permitted to remove or circumvent this protection. If the security measures result in the Client being unable to make a backup copy of the software, the Supplier shall make available to the Client a back-up copy of the software at the request of the Client.

6.5   Unless the Supplier makes a back-up copy of the software available to the Client, the Client is entitled to keep one back-up copy of the software, which must also be understood. The term ‘back-up copy’ in these general terms and conditions is understood to mean: a material object on which the software is fixed solely for the replacement of the original copy of the software in the event of involuntary loss of possession or damage. The spare copy must be an identical copy and always be provided with the same labels and indications as the original copy.

6.6    If the Client develops software or a third party develops software for him or if the Client intends to do so, and in connection with the interoperability of the software to be developed, the Client will request the Supplier to provide written and specified information on the required information. The Supplier will then within a reasonable period of time state whether the Client can obtain the requested information and on what conditions, including financial conditions and conditions concerning the third parties that may be called in by the Client. In these general conditions interoperability is understood to mean: the ability of software to exchange information with other components of a computer system and / or software and to communicate through this information.

6.7    With due observance of the other provisions in these terms and conditions, the Client is entitled to correct errors in the software made available to him if this is necessary for the intended use resulting from the nature of the software. Where in these general terms and conditions there are rights or obligations with regard to errors, errors shall be understood to mean non-fulfilment of the functional specifications made known by the Supplier in writing and, in the case of the development of customized software, to the expressly agreed functional specifications. An error only exists if it can be demonstrated and can be reproduced. Client is obliged to report errors to the Supplier without delay.

6.8   The Supplier shall indemnify the Client against any legal claim based on the contention that software, equipment or materials developed by the Supplier infringe an intellectual or industrial property right in the Netherlands, on the condition that the Client informs the Supplier in writing without delay the existence and the maintenance of the legal claim and the settlement of the case.

8. Delivery terms

All (delivery) periods mentioned by the Supplier have been determined to the best of its knowledge on the basis of the information known to the Supplier at the time of entering into the agreement and will be observed as much as possible; the mere exceeding of a specified (delivery) term does not result in the Supplier being in default. The Supplier is not bound by (delivery) periods that can no longer be met due to circumstances beyond his power that occurred after the conclusion of the agreement. If there is a risk of exceeding any term, the Supplier and the Client will consult as soon as possible.

10. Liability of the Supplier, indemnity

10.1    The Supplier accepts legal obligations to pay compensation insofar as this appears from this article 10.

10.2    The total liability of the Supplier due to attributable shortcoming in the fulfillment of the agreement is limited to compensation of direct damage up to the amount of the price stipulated for that agreement (excluding VAT). If the agreement is mainly a continuing performance contract with a term of more than one year, the stipulated price is set at the total of the fees (excluding VAT) stipulated for one year. Under no circumstances will the total compensation for direct damage exceed € 450,000 (four hundred and fifty thousand euros).

Direct damage is exclusively understood as:

a. the reasonable costs that the Client would have to incur in order to have the Supplier’s performance comply with the agreement. However, this damage will not be compensated if the Client has terminated the agreement;

b. the costs incurred by the Client for the longer-term operation of its old system or systems and associated facilities because the Supplier has not delivered on a delivery date that is binding for him, less any savings resulting from the delayed delivery;

c. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these conditions;

d. reasonable costs incurred to prevent or limit damage, insofar as Client demonstrates that these costs have led to limitation of direct damage within the meaning of these conditions.

10.3    The Supplier’s total liability for damage caused by death or physical injury or for material damage to goods shall under no circumstances exceed € 450,000 (four hundred and fifty thousand euros) per event, whereby a series of related events counts as one event.

10.4    Liability of the Supplier for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption, is excluded.

10.5    Apart from the cases referred to in Articles 10.2 and 10.3, the Supplier will not have any claim for compensation, irrespective of the grounds on which an action for damages would be based. However, the maximum amounts mentioned in articles 10.2 and 10.3 will lapse if and insofar as the damage is the result of intent or gross negligence on the part of the Supplier.

10.6    The liability of the Supplier due to imputable shortcoming in the performance of an agreement arises only if the Client promptly and in writing gives the Supplier default, setting a reasonable period for the purification of the shortcoming, and the Supplier also after that term imputable in the performance. of his obligations remains inadequate. The notice of default must contain as detailed a description as possible of the shortcoming, so that the Supplier is able to respond adequately.

10.7    The condition for the existence of any right to compensation is always that the Client reports the damage to the Supplier in writing as soon as possible after the occurrence thereof.

10.8    The Client shall indemnify the Supplier against all third-party claims due to product-specificity as a result of a defect in a product or system supplied by the Client to a third party and which also consisted of equipment, software or other materials supplied by the Supplier, except if and insofar as the Client proves that the damage was caused by that paper, software or other materials.

12. Export

The relevant export conditions apply to the export of equipment, parts or software by the Client. The Client indemnifies the Supplier against all third-party claims that are related to violations attributable to the Client from the applicable export provisions.

14. Implementation

14.1    The Supplier shall make every effort to execute the service with due care and, where appropriate, in accordance with the arrangements and procedures laid down in writing with the Client.

14.2    If it has been agreed that the services will take place in phases, the Supplier is entitled to postpone the commencement of the services that belong to a following phase until the Client has approved the results of the preceding phase in writing.

14.3    Only if this has been explicitly agreed in writing and is the Supplier obliged to follow timely and responsible instructions from the Client during the performance of the service.

16. Training, courses and training

16.1    Insofar as the service provided by the Supplier consists of providing training, course or training, the Supplier may always demand the payment due for the commencement thereof. The consequences of a cancellation of participation in a course, course or training will be governed by the rules customary at the Supplier.

16.2    If, in the opinion of the Supplier, the number of registrations gives reason to do so, the Supplier shall be entitled to combine the training, course or training with one or more other programs, courses or training courses, or to have these take place at a later date or later date.

Development of software

The provisions mentioned in this chapter “Development of software” are, in addition to the General Provisions of these general terms and conditions and the special provisions in the chapter “Services”, applicable if the Supplier develops a program on behalf of the Client. The chapter “Use and maintenance of software” also applies to this software, except to the extent that this is deviated from in this chapter. The rights and obligations referred to in this chapter relate exclusively to computer software in a form that is readable for a data-processing machine and recorded on material readable for such a machine, as well as to the accompanying documentation.

18. Delivery, installation and acceptance

18.1    The Supplier shall deliver and install the software to be developed to the Client in accordance with the specifications laid down in writing, the latter only in the event that an installation to be performed by the Supplier has been agreed in writing.

18.2    If an acceptance test has been agreed in writing, the test period shall be fourteen days after delivery or, if an installation to be carried out by the Supplier has been agreed in writing, after completion of the installation. During the test period, the Client is not permitted to use the software for productive or operational purposes.

18.3    The software will be accepted as between parties:

A: if no acceptance test has been agreed between the parties at the time of delivery or, if an installation to be carried out by the Supplier has been agreed in writing, at the completion of the installation, or

B: if an acceptance test has been agreed between the parties in writing: on the first day after the test period, or

C: if the Supplier receives a test report as referred to in Article 18.5 before the end of the test period: at the moment that the errors stated in that test report have been rectified, the presence of

Contrary to the foregoing, if the Client makes any use for productive or operational purposes before the moment of acceptance, the software will already be considered as fully accepted from the start of that use.

18.4    If during the execution of the agreed acceptance test it appears that the software contains errors that impede the progress of the acceptance test, the Client shall inform the Supplier in writing in detail, in which case the test period shall be interrupted until the software is adjusted in such a way that that obstacle has been raised.

18.5    If, when carrying out the agreed acceptance test, it appears that the program contains errors within the meaning of Article 6.7, the Client shall inform the Supplier of the errors by means of a written and detailed test report at the latest on the last day of the test period. The Supplier shall make every effort to repair the reported errors within a reasonable period, whereby the Supplier is entitled to install temporary solutions or program detours or problem avoiding restrictions in the software.

18.6    Acceptance of the software may not be withheld on grounds other than those relating to the specifications explicitly agreed between the parties and also not due to the existence of minor errors, namely errors that do not reasonably prevent the operational or productive use of the software. without prejudice to the obligation of the Supplier to rectify these minor errors in the context of the guarantee scheme of Article 21, if applicable.

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

Use and maintenance of software

The provisions mentioned in this chapter “Use and maintenance of software” are, in addition to the General Provisions of these general terms and conditions, applicable to all software provided by the Supplier. The rights and obligations referred to in this chapter relate exclusively to computer software in a form that is readable for a data processing machine and recorded on material readable for such a machine, as well as to the accompanying documentation, all including, where appropriate, Supplier to provide new versions.

20. Delivery, installation and acceptance

20.1    The Supplier shall deliver the software to the Client on the agreed type and format of information carriers and, if an installation to be performed by the Supplier has been agreed in writing, install the software with the Client.

20.2    If an acceptance test has been agreed between the parties in writing, the provisions of articles 18.3 up to and including 18.7 shall apply mutatis mutandis.

20.3    If no acceptance test has been agreed between the parties, the Client accepts the software in the condition in which it is at the time of delivery, without prejudice to the obligations of the Supplier under the guarantee in Article 21.

22. Maintenance

22.1    If a maintenance agreement has been concluded for the software or if maintenance is included in the user’s fee for the software, the Client shall report any errors noted in the software to the Supplier in accordance with the Supplier’s usual procedures. After receipt of the report, the Supplier shall attempt to correct faults within the meaning of Article 6.7 to the best of its ability and / or make improvements in later new versions of the software. Depending on the urgency, the results will be made available to the Client in the manner and period to be determined by the Supplier. Supplier is entitled to install temporary solutions or program detours or problem-avoiding restrictions in the software.

22.2    Supplier does not guarantee that the software will operate without interruption or errors or that all errors will be corrected.

22.3    Supplier may charge its usual rates and costs of repair if there are user errors or improper use or other causes not attributable to the Supplier, or if the software has been modified by parties other than the Supplier. Recovery of corrupted or lost data is not covered by maintenance.

22.4    If a maintenance agreement has been concluded, the Supplier will make these available to the Client upon the availability of improved versions of the software. Three months after making an improved version available, the Supplier is no longer obliged to repair any errors in the old version and to provide support with regard to the old version in question. For the provision of a version with new possibilities and functions, the Supplier may require the Client to enter into a new agreement with the Supplier and that a new fee will be paid for the provision.

22.5    If the Client has not entered into a maintenance agreement with the Supplier at the same time as concluding the agreement to make the software available, the Supplier may not be obliged to enter into a maintenance agreement at a later date.