General Terms and Conditions

Chapter 1. General provisions
Art. 1
1.1

1.2
1.3
1.4

Art. 22.1

Art. 3
3.1

3.2

3.3

3.4

3.5

Applicability of the general Terms andConditions
These general Terms and Conditions apply to all
offers and contracts pursuant to which the supplierdelivers goods and/or provides services of any naturewhatsoever and under whatever name to the customer.
Departures from and additions to these general terms
and conditions shall only be valid if they are agreed
between the parties in writing.
The applicability of the customer’s purchasing or otherconditions is specifically excluded.
If any provision of these general terms and conditions isnull and void or is voided, the other provisions of thesegeneral terms and conditions shall remain fully in effect.
The supplier and the customer shall in this case consult
each other for the purpose of agreeing new provisions toreplace the null and void or voided provisions.
OffersAll offers and other communications of the supplier are
subject to confirmation unless the supplier has indicatedotherwise in writing.
The customer guarantees that the information that it has
provided or that has been provided on its behalf to the
supplier and on which the supplier has based its offer isaccurate and complete.
Price and payment
All prices are exclusive of turnover tax (VAT) and otherlevies imposed by the government.
All prices stated by the supplier are in euros (EUR) andthe customer must make all payments in euros.
The customer may not derive any rights or expectations
from a cost estimate or budget issued by the supplierunless the parties have otherwise agreed in writing.
An available budget made known to the supplier by thecustomer shall only apply as a (fixed) price agreed
between the parties for the performance to be deliveredby the supplier if this has been expressly agreed inwriting.
If, according to the contract concluded between theparties, the customer consists of several natural persons
and/or legal entities, each of these natural persons
and/or legal entities shall be jointly and severally liabletowards the supplier for performance of the contract.
Information from the supplier’s records shall count asconclusive evidence with respect to the performancedelivered by the supplier and the amounts owed by thecustomer for delivery of this performance, without
prejudice to the customer’s right to produce evidence tothe contrary.
If a periodic payment obligation on the part of thecustomer applies, the supplier shall be entitled to adjust,in writing and in accordance with the index or other

3.6

3.7

Art. 44.1

4.2

Art. 55.1

5.2

General Terms and Conditions - Uil VR Solutions B.V.

standard included in the contract, the applicable prices
and rates to the term specified in the contract. If thecontract does not expressly provide for the possibility on
the part of the supplier to adjust the prices or rates, thesupplier shall always be entitled to adjust, in writing andwith due observance of a term of at least three months,
the applicable prices and rates. If the customer does notagree to the adjustment in this latter case, the customer
shall be entitled to terminate the contract in writing
within thirty days following notice of the adjustment,
which termination shall take effect on the date on which
the new prices and/or rates would take effect.
The parties shall record the date or dates on which the
supplier shall charge the customer for the performance
agreed in the contract. Amounts owed must be paid by
the customer in accordance with the agreed payment
terms or the payment terms stated on the invoice. The
customer may not suspend any payment and may also
not set off any amounts owed.
If the customer fails to pay amounts due or fails to do soon time, the customer shall owe statutory interest forcommercial contracts on the outstanding amount without
a demand for payment or a notice of default being
required. If the customer fails to pay the amount due
after a demand for payment or a notice of default has
been issued, the supplier shall be entitled to refer the
debt for collection, in which case the customer must pay
all judicial and extrajudicial costs, including all costs
charged by external experts. The foregoing shall be
without prejudice to the supplier’s other legal andcontractual rights.
Term of the contract
If and insofar as the contract concluded between theparties is a continuing performance contract, the contract
shall be entered into for the term agreed between theparties. A term of one year shall apply if no term has been
agreed.
The term of the contract shall be tacitly extended, eachtime by the period of time originally agreed, unless thecustomer or supplier terminate the contract in writing
with due observance of a notice period of three months
prior to the end of the current term.
Confidentiality and transfer of personnel
The customer and supplier must ensure that all
information received from the other party that thereceiving party knows or should reasonably know is
confidential is kept secret. This duty of confidentiality
shall not apply to the supplier if and insofar as the
supplier is required to provide the information concerned
to a third party in accordance with a court decision or a
statutory requirement, or if and insofar as doing so isnecessary for the proper performance of the contract by
the supplier. The party that receives the confidential
information may only use it for the purpose for which it
was provided. Information shall in any case be deemed tobe confidential if it has been qualified as such by one ofthe parties.
The customer acknowledges that software originatingfrom the supplier is always confidential in nature and that
this software contains trade secrets of the supplier and its
suppliers or the producer of the software.

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5.3

Art. 6
6.1

6.2

6.3

Art. 7
7.1

7.2

7.3

Art. 88.1

8.2

During the term of the contract and for one year following
its termination, each of the parties shall not employ orotherwise directly or indirectly engage, for the purpose of
performing work, employees of the other party who are
or were involved in the performance of the contract
unless the other party has given prior written permission.
Conditions may be attached to this permission, including
the condition that the customer must pay reasonable
compensation to the supplier.

8.3

Privacy and data processing
If necessary for the performance of the contract, thecustomer shall on request inform the supplier in writing
about the way in which the customer performs its legal
obligations regarding the protection of personal data.
The customer indemnifies the supplier against claims of
persons whose personal data is recorded or processed in
the context of a register of personal data that ismaintained by the customer or for which the customer isotherwise responsible by law, unless the customer
proves that the facts on which a claim is based are
attributable to the supplier.
The customer is fully responsible for the data that itprocesses in the context of using a service of the supplier.
The customer guarantees vis-à-vis the supplier that thecontent, use and/or processing of the data are notunlawful and do not infringe any right of a third party.
The customer indemnifies the supplier against any claimof a third party instituted for whatever reason inconnection with this data or the performance of thecontract.

Art. 99.1

Security
If the supplier is obliged to provide for a form of
information security under the contract, this security
shall meet the specifications agreed in writing between
the parties regarding security. The supplier does notguarantee that the information security provided iseffective under all circumstances. If the contract does notinclude an explicitly defined security method, the security
provided shall meet a standard that is not unreasonable
in terms of the state of the art, the sensitivity of theinformation and the costs associated with the security
measures taken.
The access or identification codes and certificatesprovided by or because of the supplier to the customer
are confidential and must be treated as such by thecustomer, and may only be made known to authorised
personnel in the customer’s own organisation.
The supplier is entitled to change the access or
identification codes and certificates.
The customer must adequately secure its systems andinfrastructure and have active antivirus software
protection at all times.
Retention of title, reservation of rights andsuspension
All items delivered to the customer shall remain theproperty of the supplier until all amounts owed by thecustomer to the supplier under the contract concluded
between the parties have been paid to the supplier in full.
A customer that acts as a reseller may sell and supply all
items that are subject to the supplier’s retention of title
insofar as doing so is usual in the context of thecustomer’s ordinary course of business.
The property-law consequences of the retention of title
with respect to an item destined for export shall begoverned by the laws of the State of destination if thoselaws contain provisions that are more favourable to the
supplier.

8.4

As and when necessary, rights shall be granted ortransferred to the customer subject to the condition thatthe customer has paid all amounts owed under thecontract.
The supplier may retain all information, documents,
software and/or data files received or created in thecontext of the contract in spite of an existing obligation tohand over or transfer until the customer has paid allamounts owed to the supplier.
Risk transfer
The risk of loss, theft, misappropriation or damage ofitems, information (including user names, codes andpasswords), documents, software or data files that are
created, supplied or used in the context of performing thecontract shall pass to the customer at the time at which
the customer or an auxiliary person of the customer
comes into actual possession of the items andinformation referred to.

Art. 10 Intellectual property
10.1
If the supplier is prepared to undertake to transfer an
intellectual property right, such a commitment may only
be undertaken expressly and in writing. If the parties
agree in writing that an intellectual property right withrespect to software, websites, data files, equipment orother materials specifically developed for the customer
shall transfer to the customer, this shall be without
prejudice to the supplier’s right or option to use and/or
operate, either for itself or for third parties and without
any restriction, the parts, general principles, ideas,
designs, algorithms, documentation, works, programming languages, protocols, standards and the like on
which the developments referred to are based for otherpurposes. The transfer of an intellectual property rightshall likewise be without prejudice to the supplier’s rightto complete developments, either for itself or for a third
party, that are similar to or derived from developmentsthat were or are being completed for the customer.
10.2
All intellectual property rights to the software, websites,
data files, equipment and training, testing andexamination materials, as well as other materials likeanalyses, designs, documentation, reports and offers,
including preparatory materials in this regard, developed
or made available to the customer under the contract areheld exclusively by the supplier, its licensors or its
suppliers. The customer shall have the rights of use
expressly granted under these general terms andconditions, the contract concluded in writing between theparties and the law. A right accorded to the customer is
non-exclusive and may not be transferred, pledged or
sublicensed.
10.3
The customer may not remove or change any indication
concerning the confidential nature of or concerning the
copyrights, brands, trade names or any other intellectual
property right pertaining to the software, websites, data
files, equipment or materials, or have any such indication
removed or changed.
10.4
Even if not expressly provided for in the contract, thesupplier may always take technical measures to protect
equipment, data files, websites, software madeavailable, software to which the customer is granted
direct or indirect access, and the like in connection withan agreed limitation in terms of the content or duration of
the right of use of these items.
The customer may not remove or bypass such technicalmeasures or have such technical measures removed or
bypassed.
10.5
The supplier indemnifies the customer against any claimof a third party based on the allegation that software,websites, data files, equipment or other materials

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10.6

10.7

developed by the supplier itself infringe an intellectual
property right of that third party, subject to the condition
that the customer immediately informs the supplier inwriting about the existence and content of the claim andleaves the settlement of the claim, including any
arrangements made in this regard, entirely to the
supplier. The customer shall provide the powers of
attorney and information required to the supplier andassist the supplier to defend itself against such claims.
This obligation to indemnity shall not apply if the alleged
infringement concerns (i) materials made available to the
supplier by the customer for use, modification,
processing or maintenance or (ii) changes made orcommissioned by the customer in the software, website,data files, equipment or other materials without the
supplier’s written permission. If it is irrevocably
established in court that software, websites, data files,
equipment or other materials developed by the supplieritself is or are infringing any intellectual property rightheld by a third party, or if, in the opinion of the supplier,there is a good chance that such an infringement isoccurring, the supplier shall if possible ensure that thecustomer can continue to use, or use functional
equivalents of, the software, websites, data files,
equipment or materials supplied. Any other or further
obligation to indemnify on the part of the supplier due toinfringement of a third party’s intellectual property rightis excluded.
The customer guarantees that making equipment,
software, material intended for websites, data files
and/or other materials and/or designs available to the
supplier for the purpose of use, maintenance, processing,installation or integration does not infringe any rights ofthird parties. The customer indemnifies the supplieragainst any claim of a third party based on the allegationthat such making available, use, maintenance,
processing, installation or integration infringes a right ofthat third party.
The supplier is never obliged to perform data conversion
unless doing so has been expressly agreed in writing withthe customer.

Art. 11 Obligations to cooperate
11.1
The parties acknowledge that the success of work in thefield of information and communications technology
depends on proper and timely cooperation between theparties.
The customer shall always extend, in a timely manner,
the cooperation reasonably required by the supplier.
11.2
The customer bears the risk of selecting the items, goods
and/or services to be provided by the supplier.
The customer must always exercise the utmost care toguarantee that the requirements that the supplier’s
performance must meet are accurate and complete.
Measurements and particulars given in drawings,
images, catalogues, websites, offers, advertisingmaterial, standardisation sheets and the like are notbinding for the supplier unless expressly stated otherwise
by the supplier.
11.3
If the customer deploys employees and/or auxiliary
persons in the performance of the contract, these
employees and auxiliary persons must have theknowledge and experience required.
If the supplier’s employees perform work at thecustomer’s location, the customer must provide, on timeand free of charge, the facilities required, such as aworkspace with computer and network facilities. The
supplier shall not be liable for damage or costs due totransmission errors, malfunctions or the non-availabilityof these facilities unless the customer proves that thisdamage or these costs are the result of deliberate intent

11.4

11.5

11.6

11.7

or recklessness on the part of the supplier’s
management.
The workspace and facilities must meet all legal
requirements. The customer indemnifies the supplieragainst claims of third parties, including the supplier's
employees, who suffer injury in the context of performing
the contract as a result of acts or omissions of thecustomer or unsafe situations in the customer’sorganisation. The customer shall make the company andsecurity rules current in its organisation known toemployees deployed by the supplier prior to the start of
the work.
If, in connection with the supplier’s services andproducts, the customer makes software, equipment orother resources available to the supplier, the customer
guarantees that all licences or approvals that the supplier
may require in relation to these resources shall beobtained.
The customer is responsible for the management,
including checking the settings, and use of the products
supplied and/or services provided by the supplier, andthe way in which the results of the products and services
are used. The customer is also responsible forappropriately instructing users and for the use made byusers.
The customer shall itself install, organise, parameterise
and tune the software and support software required on
its own equipment and, if necessary, modify theequipment, other software and support software andoperating environment used in this regard, and effect theinteroperability that it desires.

Art. 12 Obligations to provide information
12.1
To enable proper performance of the contract by the
supplier, the customer shall always provide all
information reasonably required by the supplier to the
supplier in a timely manner.
12.2
The customer guarantees that the information, designs
and specifications that it has provided to the supplier is or
are accurate and complete. If the information, designs or
specifications provided by the customer containinaccuracies apparent to the supplier, the supplier shallcontact the customer to make enquiries about thematter.
12.3
In connection with continuity, the customer shalldesignate a contact person or contact persons who shallact in that capacity for the duration of the supplier’swork. The customer’s contact persons shall have theexperience required, specific knowledge of the subject
matter and a proper understanding of the objectives thatthe customer wishes to achieve.
12.4
The supplier is only obliged to periodically provide
information concerning the performance of the work to
the customer through the contact person designated by
the customer.
Art. 13 Project and steering groups
13.1
If both parties are participating in a project or steeringgroup through one or more employees that they have
deployed, the provision of information shall take place inthe manner agreed for the project or steering group.
13.2
Decisions made in a project or steering group in which
both parties are participating shall only be binding for the
supplier if the decisions are made in accordance with thatwhich has been agreed between the parties in writing inthis regard or, in the absence of written agreements inthis context, if the supplier has accepted the decisions inwriting. The supplier is never obliged to accept or
implement a decision if, in its opinion, the decision
cannot be reconciled with the content and/or proper
performance of the contract.

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13.3

The customer guarantees that the persons that it has
designated to participate in a project or steering groupare authorised to make decisions that are binding for thecustomer.

Art. 14 Terms
14.1
The supplier shall make reasonable efforts to comply to
the greatest extent possible with the terms and delivery
periods and/or dates and delivery dates, whether or notthese are firm deadlines and/or dates, that it has
specified or that have been agreed between the parties.
The interim dates and delivery dates specified by the
supplier or agreed between the parties shall always apply
as target dates, shall not bind the supplier and shallalways be indicative.
14.2
If a term is likely to be exceeded, the supplier andcustomer shall consult with each other about theconsequences of the term being exceeded in relation tofurther planning.
14.3
In all cases, therefore also if the parties have agreed firm
deadlines and delivery periods or dates and delivery
dates, the supplier shall only be in default as a result of aperiod of time being exceeded after the customer has
declared the supplier to be in default in writing and areasonable term that the customer granted to the
supplier to remedy the breach has passed. The notice ofdefault must describe the breach as comprehensively andin as much detail as possible in order to give the supplier
the opportunity to respond adequately.
14.4
If it has been agreed that the work under the contract is
to be performed in phases, the supplier shall be entitledto postpone the start of a phase’s work until the customer
has approved the results of the preceding phase inwriting.
14.5
The supplier shall not be bound by a date or delivery dateor term or delivery period, whether or not final, if theparties have agreed an amendment to the content or
scope of the contract (additional work, a change of
specifications and so on) or a change in approach withrespect to performance of the contract, or if the customer
fails to fulfil its obligations arising from the contract or
fails to do so on time or in full. The need for or occurrenceof additional work during performance of the contract
shall never constitute a reason for the customer to givenotice of termination or to rescind (in Dutch: ‘ontbinden’)the contract.
Art. 15 Termination and cancellation of the contract
15.1
Each party shall only be authorised to rescind thecontract due to an attributable failure in the performanceof the contract if the other party, in all cases after awritten notice of default that is as detailed as possible
and that grants a reasonable term to remedy the breachhas been issued, is culpably failing to fulfil essential
obligations under the contract. The customer’s payment
obligations and all obligations of the customer or a third
party engaged by the customer to cooperate and/or
provide information apply in all cases as essential
obligations under the contract.
15.2
If, at the time of rescission, the customer has alreadyreceived goods or services in the performance of thecontract, these goods or services and the associatedpayment obligations shall not be undone unless thecustomer proves that the supplier is in default withrespect to the essential part of such goods or services.
With due regard to the stipulation of the preceding
sentence, amounts invoiced by the supplier prior torescission in connection with what it already properly
performed or delivered in the performance of thecontract shall remain payable in full and shall become
immediately due and payable at the time of termination.

15.3

15.4
15.5

A contract which, due to its nature and content, does not
end in completion and which has been entered into for anindefinite period of time may be terminated by either ofthe parties in writing following consultation between theparties. Reasons for the termination must be stated.
If a notice period has not been agreed between theparties, a reasonable period must be observed when
notice of termination is given. The supplier is neverobliged to pay any compensation due to termination.
The customer may not terminate a contract ofengagement that has been entered into for a definite
period of time.
Either of the parties may terminate the contract inwriting, in whole or in part, without notice of default
being required and with immediate effect, if the otherparty is granted a moratorium, whether or notprovisional, a petition for bankruptcy is filed for the otherparty or the company of the other party is liquidated or
dissolved other than for restructuring or a merger ofcompanies. The supplier may also terminate thecontract, in whole or in part, without notice of default
being required and with immediate effect, if a direct orindirect change occurs in the decisive control of thecustomer’s company. The supplier is never obliged to
repay any amount in money already received or pay any
amount in compensation due to termination as referred
to in this paragraph. If the customer goes irrevocably
bankrupt, its right to use the software, websites and thelike made available to it shall end, as shall its right toaccess and/or use the supplier’s services, without
termination by the supplier being required.

Art. 16 Liability of the supplier
16.1
The supplier’s total liability due to an attributable failurein the performance of the contract or on any legal basis
whatsoever, expressly including each and every failure tofulfil a warranty obligation agreed with the customer,
shall be limited to compensation for direct loss up to a
maximum of the price stipulated for the contract
concerned (excluding VAT). If the contract is mainly acontinuing performance contract with a term of morethan one year, the price stipulated for the contract shallbe set at the total amount of the payments (excluding
VAT) stipulated for one year. The supplier’s total liability
for direct loss, on any legal basis whatsoever, shall neveramount to more than EUR 500.000 (five hundred
thousand euros), however.
16.2
The supplier’s total liability for loss due to death or bodily
injury or as a result of material damage to items shallnever amount to more than EUR 1.250.000 (one million
two hundred fifty thousand euros).
16.3
The supplier’s liability for indirect loss, consequential
loss, loss of profits, lost savings, reduced goodwill, loss
due to business interruption, loss as a result of claims ofthe customer’s customers, loss arising from the use of
items, materials or software of third parties prescribed by
the customer to the supplier and loss arising from theengagement of suppliers prescribed by the customer tothe supplier is excluded. The supplier’s liability forcorruption, destruction or loss of data or documents is
likewise excluded.
16.4
The exclusions and limitations of the supplier’s liability
described paragraphs 16.1 up to and including 16.3 areentirely without prejudice to the other exclusions andlimitations of the supplier’s liability described in thesegeneral terms and conditions.
16.5
The exclusions and limitations referred to in paragraphs
16.1 up to and including 16.4 shall cease to apply if andinsofar as the loss is the result of deliberate intent or
recklessness on the part of the supplier’s management.

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16.6

16.7

16.8

16.9

Unless performance by the supplier is permanently
impossible, the supplier shall only be liable due to an
attributable failure in the performance of a contract if thecustomer declares the supplier to be in default in writing
without delay and grants the supplier a reasonable term
to remedy the breach, and the supplier culpably fails to
fulfil its obligations also after this term has passed.
The notice of default must describe the breach ascomprehensively and in as much detail as possible inorder to give the supplier the opportunity to respondadequately.
For there to be any right to compensation, the customer
must always report the loss to the supplier in writing assoon as possible after the loss has occurred.
Each claim for compensation against the supplier shall bebarred by the mere expiry of a period of 24 months
following the inception of the claim unless the customer
has instituted a legal action for damages prior to the
expiry of this period.
The customer indemnifies the supplier against any and all
claims of third parties due to product liability as a resultof a defect in a product or system that the customer
supplied to a third party and that consisted in part ofequipment, software or other materials supplied by the
supplier, unless and insofar the customer is able to provethat the loss was caused by the equipment, software orother materials referred to.
The provisions of this article and all other limitations andexclusions of liability referred to in these general terms
and conditions shall also apply for the benefit of all
natural persons and legal entities that the supplierengages in the performance of the contract.

Art. 17 Force majeure
17.1
None of the parties shall be obliged to fulfil any
obligation, including any statutory and/or agreed
warranty obligation, if it is prevented from doing so byforce majeure. Force majeure on the part of the suppliermeans, among other things: (i) force majeure on the partof the suppliers of the supplier, (ii) the failure to properly
fulfil obligations on the part of suppliers that wereprescribed to the supplier by the customer, (iii) defects initems, equipment, software or materials of third parties
the use of which was prescribed to the supplier by thecustomer, (iv) government measures, (v) power failures,(vi) Internet, data network or telecommunication
facilities failures, (vii) war and (viii) general transport
problems.
17.2
Either of the parties shall have the right to rescind thecontract in writing if a situation of force majeure persists
for more than 60 days.
In such an event, that which has already been performed
under the contract shall be paid for on a proportional
basis without the parties owing each other anything else.
Art. 18 Changes and additional work
18.1
If, at the request or prior consent of the customer, thesupplier has performed work or supplied goods orservices that is or are outside the scope of the agreed
work and/or provision of goods or services, the customer
shall pay for this work or provision of goods or services inaccordance with the agreed rates or, if no rates havebeen agreed between the parties, in accordance with the
supplier’s usual rates.
The supplier is not obliged to honour such a request andmay require that a separate contract be concluded inwriting for the purpose.
18.2
Insofar as a fixed price has been agreed for the provisionof services, the supplier shall on request inform thecustomer in writing about the financial consequences of

the additional work or additional provision of goods orservices as referred to in this article.
Art. 19 Transfer of rights and obligations
19.1
The customer may not sell, transfer or pledge its rights
and obligations under a contract to a third party.
19.2
The supplier is entitled to sell, transfer or pledge its
claims to payment of amounts owed to a third party.
Art. 20 Applicable law and disputes
20.1
Contracts between the supplier and customer are
governed by Dutch law.
The United Nations Convention on Contracts for theInternational Sale of Goods (CISG) does not apply.
20.2
Disputes that arise by reason of the contract concluded
between the parties and/or by reason of any further
contracts deriving from it shall be resolved by arbitrationin accordance with the Arbitration Regulations of theFoundation for the Settlement of Automation Disputes(Stichting Geschillenoplossing Automatisering - SGOA),
which has its registered office in The Hague, theNetherlands, the foregoing without prejudice to the rightof each party to request preliminary relief in summary
arbitral proceedings and without prejudice to the right ofeach party to take precautionary measures. Arbitration
proceedings shall take place in The Hague.
20.3
If a dispute that arises by reason of the contractconcluded between the parties or by reason of any
further contracts deriving from it is within the jurisdictionof the cantonal court (in Dutch: kantongerecht), eachparty, in derogation from the provisions of Article 20.2,
shall be entitled to bring the case before the legallycompetent court as a cantonal court case.
The parties shall only be entitled to take the aforementioned action if arbitration proceedings concerning
the dispute have not yet been instituted in accordancewith the provisions of Article 20.2. If, with due
observance of the provisions of Article 20.3, one or moreof the parties have brought the case before the legallycompetent court in order for it to be heard and settled,
the cantonal court judge of that court shall be competentto hear and settle the case.
20.4
Regarding a dispute that arises by reason of the contractconcluded between the parties or by reason of any
further contracts deriving from it, each party shall in allcases be entitled to institute ICT mediation proceedingsin accordance with the ICT Mediation Regulations of theFoundation for the Settlement of Automation Disputes.
The other party must then actively participate in ICT
mediation proceedings that have been instituted. This
legally enforceable obligation in any case includes
attending at least one joint meeting of mediators and theparties to give this extrajudicial form of dispute
resolution a chance of success. Each party shall be free toterminate the ICT mediation proceedings at any timeafter a joint first meeting of mediators and the parties.
The provisions of this paragraph do not prevent a party
from requesting preliminary relief in summary arbitralproceedings or from taking precautionary measures if theparty deems doing so necessary.
Chapter 2. Provision of services
The provisions of this ‘Provision of services’ chapter shall apply in
addition to the general provisions of these general terms andconditions if the supplier provides services of whatever nature,whether or not set out in more detail in one of the other chapters ofthese general terms and conditions, to the customer.

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Art. 21 Performance
21.1
The supplier shall perform its services with care to thebest of its ability, if applicable in accordance with theagreements and procedures agreed in writing with thecustomer. All services by the supplier shall be performedon the basis of an obligation to use best endeavours
unless and insofar as the supplier has expressly promiseda result in the written contract and the result concerned
has also been defined with sufficient determinability inthe contract.
21.2
The supplier shall not be liable for loss or costs that are
the result of the use or misuse of access or identification
codes or certificates unless the misuse is the direct resultof deliberate intent or recklessness on the part of the
supplier’s management.
21.3
If the contract has been entered into with a view toperformance by one specific person, the supplier shallalways be entitled to replace this person with one or more
persons who have the same and/or similar qualifications.
21.4
The supplier is not obliged to follow the customer’s
instructions in the performance of its services,
particularly not if these instructions change or add to thecontent and scope of the agreed services.
If such instructions are followed, however, payment shallbe made for the work concerned in accordance with the
supplier’s usual rates.
Art. 22 Service Level Agreement
22.1
Any agreements concerning a service level (Service Level
Agreements) shall only be expressly agreed in writing.
The customer shall always inform the supplier without
delay about any circumstances that affect or that could
affect the service level and its availability.
22.2
If agreements about a service level have been made, theavailability of software, systems and related services
shall always be measured such that unavailability due topreventive, corrective or adaptive maintenance or otherforms of service announced by the supplier in advanceand circumstances beyond the supplier’s control are nottaken into account. The availability measured by the
supplier shall count as conclusive evidence, subject toevidence to the contrary produced by the customer.
Art. 23 Backups
23.1
If the services provided to the customer under thecontract include making backups of the customer’s data,
the supplier shall make a complete backup of thecustomer’s data in its possession in accordance with theperiods agreed in writing or once a week if such periods
have not been agreed. The supplier shall retain the
backup for the duration of the agreed term or for theduration of the supplier’s usual term if agreements havenot been made in this regard. The supplier shall retain
the backup with due care.
23.2
The customer remains responsible for the fulfilment of alladministrative and retention obligations that apply to it
by law.
Chapter 3. Software as a Service (SaaS)
The provisions of this ‘Software as a Service’ chapter shall apply in
addition to the general provisions of these general terms andconditions and the provisions of the ‘Provision of services’ chapter
if the supplier performs services under the name or in the field of
Software as a Service (SaaS).
For the application of these general terms and conditions, SaaS
means a service by which the supplier makes software available tothe customer remotely through the Internet or another data
network, and maintains this availability remotely, without provi-

ding a physical carrier with the software concerned to thecustomer.
Art. 24 Provision of SaaS
24.1
The supplier shall only provide SaaS on the instructionsof the customer. The customer may not allow third
parties to make use of the services provided by the
supplier in the field of SaaS.
24.2
If the supplier performs work relating to the data of thecustomer, its employees or users pursuant to a request
or a competently issued order of a government agency orin connection with a legal obligation, all costs associatedwith this work shall be charged to the customer.
24.3
The supplier may change the content or scope of the
SaaS delivery model. If such changes result in a change
in the customer’s current procedures, the supplier shallinform the customer about the matter as soon as possible
and the costs of this change shall be borne by thecustomer. The customer may in this case give notice oftermination of the contract, which termination shall thentake effect on the date on which the change takes effect,
unless the change is related to changes in relevant
legislation or other instructions issued by competentbodies, or the supplier bears the costs of this change.
24.4
The supplier may continue to provide SaaS using a newor modified version of the software. The supplier is not
obliged to maintain, modify or add certain features orfunctionalities of the service or software specifically forthe customer.
24.5
The supplier may temporarily put all or part of the SaaS
out of operation for preventive, corrective or adaptive
maintenance or other forms of service. The supplier shallnot allow the period during which the service is out of
operation to last longer than necessary and shall ensure
if possible that this period occurs outside office hours.
24.6
The supplier is never obliged to provide a physical carrier
to the customer that contains the software provided toand held by the customer in the context of the SaaS.
Art. 25 Guarantee
25.1
The supplier does not guarantee that the software madeavailable and held in the context of the SaaS is free of
errors and functions without interruption. The suppliershall make efforts to fix the errors in the software
referred to in Article 30.3 within a reasonable term if andinsofar as the matter concerns software developed by the
supplier itself and the customer has provided a detailed,written description of the defects concerned to the
supplier. Where there are grounds for doing so, thesupplier may postpone the fixing of defects until a newversion of the software is put into operation. The supplierdoes not guarantee that defects in software that it has
not developed itself shall be fixed. The supplier is entitled
to install temporary solutions, program bypasses orproblem-avoiding limitations in the software. If thesoftware was developed on the instructions of thecustomer, the supplier may charge for the costs of fixing
to the customer in accordance with the supplier’s usual
rates.
25.2
Based on the information provided by the supplierconcerning measures to prevent and limit the effects ofmalfunctions, defects in the SaaS, corruption or loss ofdata or other incidents, the customer shall identify andlist the risks to its organisation and take additional
measures if necessary. The supplier declares that it isprepared to provide assistance, at the customer’s
request, to the extent reasonable and according to thefinancial and other conditions set by the supplier, withrespect to further measures to be taken by the customer.
The supplier is never obliged to recover data that has
been corrupted or lost.

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25.3

The supplier does not guarantee that the software madeavailable and held in the context of the SaaS shall be
adapted to changes in relevant legislation and regulations on time.

Art. 26 Protection of personal data
26.1
Under legislation pertaining to the processing of personaldata, such as the Personal Data Protection Act, thecustomer has obligations towards third parties, such as
the obligation to provide information and allow theperson concerned to inspect his or her personal data, andcorrect and delete the personal data of the person
concerned. The customer is fully and solely responsible
for the fulfilment of these obligations. The parties
maintain that the supplier is the ‘processor’ within themeaning of the Personal Data Protection Act with respect
to the processing of personal data.
26.2
To the extent that doing so is technically possible, thesupplier shall provide support in the context of theobligations that the customer must fulfil as referred to in
Article 26.1. The costs associated with this support are
not included in the agreed prices and payments and shallbe borne by the customer.
Art. 27 Commencement of the service; payment
27.1
The SaaS provided by the supplier shall commence withina reasonable term following the conclusion of thecontract. The customer shall promptly ensure that it has
the facilities required to use the SaaS following theconclusion of the contract.
27.2
The customer shall owe the payment specified in thecontract for the SaaS. In the absence of an agreed
payment schedule, all amounts that relate to the SaaS
provided by the supplier shall be payable each calendar
month in advance.

28.6

28.7

28.8

28.9

28.10

Chapter 4. Software
The provisions of this ‘Software’ chapter shall apply in addition to
the general provisions if the supplier makes software available tothe customer for use other than on the basis of SaaS.
Art. 28 Right of use and restrictions on use
28.1
The supplier shall make the agreed computer programs
and agreed user documentation, hereinafter referred toas the ‘software’, available to the customer for use for theduration of the contract on the basis of a licence for use.
The right to use the software is non-exclusive and may
not be transferred, pledged or sublicensed.
28.2
The supplier’s obligation to make available and thecustomer’s right of use extend only to the software’s
object code. The customer’s right of use does not extend
to the software’s source code. The software’s source codeand technical documentation prepared during thedevelopment of the software shall not be made available
to the customer, not even if the customer is prepared to
pay a financial amount for the source code and technicaldocumentation.
28.3
The customer shall always strictly comply with theagreed restrictions on the use of the software, regardlessof the nature or content of these restrictions.
28.4
If the parties have agreed that the software may only be
used in combination with certain equipment, thecustomer shall in the event of any malfunction of thisequipment be entitled to use the software on otherequipment with the same qualifications during the timethat the original equipment remains defective.
28.5
The supplier may require that the customer only start
using the software after having received one or morecodes needed for use from the supplier, the supplier’s

supplier or the producer of the software. The supplier isalways entitled to take technical measures to protect thesoftware against unlawful use and/or against use in amanner or for purposes other than the manner or
purposes agreed between the parties. The customer shallnever remove or bypass technical measures intended toprotect the software or have such technical measures
removed or bypassed.
The customer may only use the software in and for its
own company or organisation and only insofar as doing
so is necessary for the intended use. The customer shallnot use the software for third parties, for example in thecontext of Software as a Service (SaaS) or outsourcing.
The customer may never sell, rent out, dispose of or
grant limited rights to, or make available to third parties
the software and the carriers on which the software is or
will be recorded, in any way whatsoever for whatever
purpose or under whatever title. The customer may also
not grant, whether or not remotely (online), a third party
access to the software or place the software with a third
party for hosting, not even if the third party concerned
only uses the software for the customer.
If so requested, the customer shall cooperate without
delay in an investigation into compliance with the agreed
restrictions on use carried out by or for the supplier.
Should the supplier so demand, the customer shall grant
the supplier access to its buildings and systems. Insofar
as such information does not concern the use of thesoftware itself, the supplier shall treat all confidential
business information that it obtains from the customer orat the customer’s business location in the context of aninvestigation as confidential.
The parties maintain that the contract concluded
between the parties, insofar as the object of this contract
is the making available of software for use, shall never bedeemed to be a purchase contract.
The supplier is not obliged to maintain the software
and/or provide support to users and/or administrators of
the software. If, contrary to the foregoing, the supplier is
asked to perform maintenance work and/or provide
support with respect to the software, the supplier may
require that the customer enter into a separate, written
contract for the purpose.

Art. 29 Delivery and installation
29.1
At its discretion, the supplier shall deliver the software on
the agreed type of data carrier or, if no agreements havebeen made in this regard, on a type of data carrier
determined by the supplier, or shall make the software
available to the customer online. At the supplier’s
discretion, any agreed user documentation shall be madeavailable in printed or digital form in a language
determined by the supplier.
29.2
The supplier shall only install the software at thecustomer’s business location if this has been agreed
between the parties. If no agreements have been madefor the purpose, the customer shall itself install, organise,parameterise, tune and, if necessary, modify theequipment and operating environment used.
Art. 30 Acceptance
30.1
If the parties have not agreed an acceptance test, thecustomer shall accept the software in the state that it is inwhen delivered (‘as is, where is’), therefore with all
visible and invisible errors and defects, without prejudice
to the supplier’s obligations under the guarantee schemeas set out in Article 34. In the aforementioned case, thesoftware shall be deemed to have been accepted by thecustomer upon delivery or, if installation by a supplierhas been agreed in writing, upon completion of
installation.

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30.2
30.3

30.4

30.5

30.6

30.7

30.8

30.9

The provisions of paragraphs 30.3 up to and including
30.10 shall apply if an acceptance test has been agreed
between the parties.
In these general terms and conditions, ‘error’ means
substantial failure of the software to meet the functionalor technical specifications of the software expressly madeknown by the supplier in writing and, if all or part of thesoftware concerns customised software, to meet thefunctional or technical specifications expressly agreed inwriting. An error only applies if it can be demonstrated by
the customer and if it is reproducible. The customer must
report errors without delay. Any obligation of the supplieris limited to errors within the meaning of these generalterms and conditions. The supplier does not have any
obligation whatsoever with respect to other defects in oron the software.
If an acceptance test has been agreed, the test period
shall amount to 14 days following delivery or, if
installation by the supplier has been agreed in writing, 14
days following the completion of installation. The
customer may not use the software for production oroperational purposes during the test period. The
customer shall carry out the agreed acceptance test withqualified personnel and with sufficient scope and depth.
If an acceptance test has been agreed, the customer
must check whether the software delivered meets thefunctional or technical specifications expressly madeknown by the supplier in writing and, if and to the extent
that all or part of the software concerns customised
software, meets the functional or technical specifications
expressly agreed in writing.
The parties shall deem the software to have been
accepted:a. if the parties have agreed an acceptance test:on the first day following the test period, orb. if the supplier receives a test report as referred
to in Article 30.7 prior to the end of the test
period: at the time at which the errors stated in
this
test
reporthave
been
fixed,
notwithstanding the presence of errors that,
according to Article 30.8, do not prevent
acceptance, orc. if the customer uses the software in any way for
production or operational purposes: at the timeat which this use occurs.
If it becomes apparent during performance of the agreed
acceptance test that the software contains errors, thecustomer shall report the test results to the supplier inwriting in a clear, detailed and comprehensible mannerno later than on the last day of the test period. The
supplier shall strive to the best of its ability to fix theerrors referred to within a reasonable term. The suppliershall be entitled to install temporary solutions, programbypasses or problem-avoiding limitations in this regard.
The customer may not refuse to accept the software forreasons that are not related to the specifications
expressly agreed in writing between the parties and,furthermore, may not refuse to accept the software
because of the existence of minor errors, these being
errors that do not reasonably prevent the operational or
productive use of the software, the foregoing without
prejudice to the supplier’s obligation to fix these minor
errors in the context of the guarantee scheme referred toin Article 34.
In addition, acceptance may not be refused because of
aspects of the software that can only be assessedsubjectively, such as aesthetic aspects of user interfaces.
If the software is delivered and tested in phases and/or
parts, non-acceptance of a certain phase and/or partshall be without prejudice to the acceptance of a previous
phase and/or a different part.

30.10

Acceptance of the software in one of the ways referred toin this article shall serve to discharge the supplier of its
obligations regarding making the software available anddelivering the software and, if installation of the softwareby the supplier has also been agreed, of its obligations
regarding installation. Acceptance of the software shallbe without prejudice to the customer’s rights based on
Article 30.8 regarding minor defects and Article 34
regarding the guarantee.

Art. 31 Availability
31.1
The supplier shall make the software available within areasonable term following the conclusion of the contract.
31.2
Following the end of the contract, the customer shallreturn all copies of the software in its possession to the
supplier without delay. If it has been agreed that thecustomer must destroy the copies concerned at the endof the contract, the customer shall report the destructionof the copies to the supplier in writing without delay. At or
following the end of the contract, the supplier shall not be
obliged to provide assistance for the purpose of a data
conversion desired by the customer.
Art. 32 Payment for the right of use
32.1
The customer must pay the amount owed for the right ofuse at the agreed times or, if a time has not been agreed:
a. if the parties have not agreed that the supplier shallinstall the software:
when the software is delivered;or, in the case of periodically owed payments
for the right of use, when the software isdelivered and subsequently at the start of eachnew right of use term;b. if the parties have agreed that the supplier shall install
the software:
upon completion of installation;or, in the case of periodically owed payments
for the right of use, upon completion of
installation and subsequently at the start ofeach new right of use term.
Art. 33 Changes in the software
33.1
Baring exceptions provided for by law, the customer may
not change all or part of the software without the priorwritten permission of the supplier. The supplier is entitled
to refuse or attach conditions to such permission. The
customer shall bear the entire risk of all changes that it
makes or changes made by third parties on its
instructions, whether or not with the supplier’s
permission.
Art. 34 Guarantee
34.1
The supplier shall strive to the best of its ability to fix
errors within a reasonable term if these errors arereported in writing in a detailed manner to the supplierwithin a period of three months following delivery or, if an
acceptance test was agreed, within three months
following acceptance. The supplier does not guaranteethat the software is suitable for actual use and/or theintended use. The supplier also does not guarantee thatthe software will operate without interruption and/or that
all errors will always be fixed.
Fixing work shall be carried out free of charge unless thesoftware was developed on the instructions of thecustomer other than for a fixed price, in which case thesupplier shall charge for the costs of fixing in accordancewith its usual rates.
34.2
The supplier may charge for the costs of fixing inaccordance with its usual rates if such work is required asa result of user errors or improper use on the part of thecustomer, or as a result of causes that cannot be

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34.3

34.4
34.5

attributed to the supplier. The obligation to fix errors
shall cease to apply if the customer makes changes in thesoftware or has such changes made without the
supplier’s written permission.
The fixing of errors shall take place at a location and in amanner determined by the supplier. The supplier isentitled to install temporary solutions, program bypasses
or problem-avoiding limitations in the software.
The supplier is never obliged to recover data that has
been corrupted or lost.
The supplier does not have any obligation whatsoever, ofwhatever nature or content, with respect to errors
reported after the end of the guarantee period referred toin Article 34.1.

Art. 35 Software of suppliers
35.1
If and insofar as the supplier makes third-party software
available to the customer, the licence terms of the third
parties concerned shall apply in the relationship between
the supplier and the customer with respect to thesoftware instead of the provisions of these general terms
and conditions that differ from those licence terms,
provided that the applicability of the licence terms of thethird party concerned was reported to the customer by
the supplier in writing and, in addition, a copy of theapplicable licence terms was made available to thecustomer prior to the conclusion of the contract. In
derogation from the provisions of the preceding
sentence, the customer shall not be entitled to invoke
failure on the part of the supplier to fulfil theaforementioned obligation to provide information if thecustomer is a party as referred to in Section 235,
subsection 1 or subsection 3 of Book 6 of the Dutch Civil
Code.
35.2
If and insofar as, for whatever reason, the terms of third
parties referred to above are deemed not to apply or are
declared inapplicable in the relationship between thecustomer and the supplier, the provisions of thesegeneral terms and conditions shall apply in full.
Chapter 5. Development of software and websites
The provisions of this ‘Development of software and websites’
chapter shall apply in addition to the general provisions and theprovisions of the Provision of services’ chapter if the supplierdesigns and/or develops software and/or a website for thecustomer and possibly installs the software and/or website.
Art. 36 Specifications and development of software/a
website36.1
If specifications or a design of the software or website to
be developed have not already been provided prior to theconclusion of the contract or are not provided when thecontract is concluded, the parties shall in consultation
specify, in writing, the software or website to be
developed and the manner in which the development is
to be carried out.
36.2
The supplier shall develop the software and/or website
with due care in accordance with the expressly agreed
specifications or design and, if applicable, having regard
to the project organisation, methods, techniques and/or
procedures agreed in writing with the customer.
The supplier may require that the customer agree to thespecificationsordesigninwriting
prior
tocommencement of the development work.
36.3
If the parties use a development method based on
iterative design and/or development of the software orparts of the software or website or parts of the website(Scrum, for example), the parties shall accept that, at thestart, the work shall not be performed on the basis of

36.4

36.5

36.6

36.7
36.8

complete or fully detailed specifications, and also thatspecifications, which may or may not have been agreed
on commencement of the work, may be changed, in
consultation and with due observance of the projectapproach that forms part of the development method
concerned, during the performance of the contract.
During the performance of the contract, the parties shallmakedecisionsinconsultation
regardingthespecifications that shall apply in the subsequent phase of
the project (a time box, for example) and/or in thesubsequent, constituent development process. The
customer accepts the risk that the software and/or thewebsite may not necessarily meet all specifications. The
customer shall ensure that relevant end users
permanently and actively contribute and cooperate withrespect to, among other things, testing and (further)decision-making, and that the contributions andcooperation of these end users is supported by thecustomer’s organisation. The customer guarantees thatthe employees whom it deploys and who are appointed to
key positions shall have the decision-making powers
required for these positions. The customer guarantees
expeditiousness with respect to the progress-related
decisions that it must make during the performance ofthe contract. If the customer fails to make clear
progress-related decisions in a timely manner inaccordance with the project approach that forms part ofthe development method concerned, the supplier shall beentitled, though not obliged, to make the decisions that it
deems to be appropriate.
The provisions of Article 30.1, Articles 30.4 up to andincluding 30.8 and Article 34.1 shall not apply if theparties use a development method as referred to in
Article 36.3. The customer shall accept the software
and/or website in the state that it is in at the end of thelast development phase (‘as is, where is’).
The supplier shall not be obliged to fix errors after the lastdevelopment phase unless otherwise agreed in writing.
In the absence of specific agreements on the matter, thesupplier shall commence the design and/or development
work within a term that it deems reasonable following theconclusion of the contract.
If so requested, the customer shall make it possible forthe supplier to perform work outside the usual working
days and working hours at the office or location of thecustomer.
The supplier’s performance obligations with respect tothe development of a website do not include making acontent management system available.
The supplier’s performance obligations do not include
maintaining the software and/or the website, and/or
providing support to users and/or administrators of thesoftware and/or the website. If, contrary to theforegoing, the supplier must also perform maintenancework and/or provide support, the supplier may requirethat the customer enter into a separate, written contract
for the purpose. The supplier shall charge for this work inaccordance with the supplier’s usual rates.

Art. 37 Delivery, installation and acceptance
37.1
The provisions of Article 29 concerning delivery andinstallation apply mutatis mutandis.
37.2
Unless, pursuant to the contract, the supplier must hostthe software and/or website on its own computer system
for the customer, the supplier shall deliver the website to
the customer on a data carrier and in a form determinedby the supplier, or shall make the software and/or
website available to the customer online.
37.3
The provisions of Article 30 of these general terms andconditions concerning acceptance apply mutatis
mutandis.

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Art. 38 Right of use
38.1
The supplier shall make the software and/or website
developed on the instructions of the customer and any
associated user documentation available to the customer
for use.
38.2
The source code of the software and the technicaldocumentation prepared during development of thesoftware shall only be made available to the customer if
this has been agreed in writing, in which case thecustomer shall be entitled to make changes to thesoftware.
38.3
The supplier is not obliged to make available the support
software and program or data libraries required for theuse and/or maintenance of the software.
38.4
The provisions of Article 28 concerning right of use andrestrictions on use apply mutatis mutandis.
38.5
No restrictions on use of the software and/or website
shall apply to the customer, contrary to the stipulation of
Article 38.4, only if the content of the written contract
expressly shows that all design and development costs
shall fully and exclusively be borne by the customer.
Art. 39 Payment
39.1
In the absence of an agreed payment schedule, allamounts that relate to the design and development ofsoftware and/or websites shall be payable each calendar
month in arrears.
39.2
The price for the development work includes the payment
for the right to use the software or website during theterm of the contract.
39.3
The payment for the development of the software does
not include a payment for support software and programand data libraries, and any installation services and any
modification and/or maintenance of the software
required by the customer. The payment also does notinclude the provision of support to users of the software.
Art. 40 Guarantee
40.1
The provisions of Article 34 concerning the guarantee
apply mutatis mutandis.
40.2
The supplier does not guarantee that the website that it
has developed functions well with all (new versions of)
web browser types and possibly other software.
The supplier also does not guarantee that the website
functions well with all types of equipment.
Chapter 6. Software maintenance and support
The provisions of this ‘Software maintenance and support’ chapter
shall apply in addition to the general provisions of these generalterms and conditions and the provisions of the ‘Provision ofservices’ chapter if the supplier performs services in the field ofsoftware maintenance and support in the use of software.
Art. 41 Maintenance services
41.1
If agreed, the supplier shall perform maintenance workwith respect to the software specified in the contract. The
maintenance obligation includes fixing errors in thesoftware within the meaning of Article 30.3 and,exclusively if agreed in writing, making new versions of
the software available in accordance with Article 42.
41.2
The customer must report errors discovered in thesoftware in detail. Following receipt of the report, thesupplier shall strive to the best of its ability to fix errors
and/or implement improvements in later, new versions of
the software in accordance with its usual procedures.
Depending on the urgency and the supplier’s version andrelease policy, the results shall be made available to thecustomer in a manner and within a term determined by
the supplier. The supplier is entitled to install temporary

41.3
41.4
41.5

41.6

41.7

solutions, program bypasses or problem-avoiding
limitations in the software. The customer shall itself
install, organise, parameterise and tune the correctedsoftware or the new version of the software madeavailable, and, if necessary, modify the equipment andoperating environment used.
The provisions of paragraphs 34.3 and 34.4 apply
mutatis mutandis.
If the supplier performs maintenance work online, thecustomer shall promptly ensure that a proper
infrastructure and network facilities are in place.
The customer shall extend the cooperation required by
the supplier in the context of maintenance, including
temporarily ceasing use of the software and making a
backup of all data.
If the maintenance work relates to software that was not
supplied to the customer by the supplier, the customer, if
the supplier believes this is necessary or desirable for the
maintenance work, shall make the source code and thetechnical (development) documentation of the software,
including data models, designs, change logs and the like,available. The customer guarantees that it is entitled tomake the aforementioned items available. The customer
grants the supplier the right to use and change thesoftware, including the source code and technical(development) documentation, in the context of
performing the agreed maintenance work.
The maintenance work performed by the supplier does
not affect the customer’s own responsibility for managing
the software, including checking the settings and the way
in which the results arising from operating the softwareare used. The customer shall itself install, organise,parameterise and tune the software and support
software required and, if necessary, modify theequipment, other software and support software andoperating environment used in this regard, and effect theinteroperability that it desires.

Art. 42 New versions of software
42.1
Maintenance shall include making new versions of thesoftware available only if and insofar as this has been
agreed in writing.
If maintenance includes making new versions of thesoftware available, they shall be made available at the
supplier’s discretion.
42.2
Three months after an improved version has been madeavailable, the supplier shall no longer be obliged to fix
errors in the previous version and to provide support
and/or perform maintenance work with respect to aprevious version.
42.3
The supplier may require that the customer enter into afurther written contract with the supplier for a version
with new functionality and that a further payment bemade for this this version. The supplier may incorporate
functionality from a previous version of the software in
unaltered form, but does not guarantee that each newversion includes the same functionality as the previous
version. The supplier is not obliged to maintain, modify or
add certain features or functionalities of the software
specifically for the customer.
42.4
The supplier may require that the customer modify its
system (equipment, software and the like) if doing so isnecessary for the proper functioning of a new version of
the software.
Art. 43 Support services
43.1
If the services provided by the supplier under thecontract include the provision of support to users and/or
administrators of the software, the supplier shall provide,by telephone or email, advice on the use and functioningof the software specified in the contract. The supplier

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43.2

43.3

may set conditions with respect to the qualifications andthe number of persons eligible for support. The suppliershall handle properly substantiated requests for support
within a reasonable term in accordance with its usual
procedures. The supplier does not guarantee theaccuracy, completeness or timeliness of replies or the
support offered. Support services shall be performed on
working days during the supplier’s usual business hours.
If the services provided by the supplier under thecontract include the provision of standby services, thesupplier shall ensure that one or more staff members areavailable on the days and during the times specified in
the contract. The customer shall in this case be entitled in
the event of urgency to call in the support of staff
members on standby if there is a serious malfunction in
the operation of the software. The supplier does notguarantee that all malfunctions will be repaired speedily.
The maintenance and other agreed services as referred
to in this chapter shall be performed as from the date on
which the contract is concluded, unless the parties haveagreed otherwise in writing.

Art. 44 Payment
44.1
In the absence of an expressly agreed payment schedule,
all amounts that relate to the maintenance of thesoftware and the other services as referred to in thischapter and laid down in the contract shall be payableeach calendar month in advance.
44.2
Amounts relating to the maintenance of the software andthe other services as referred to in this chapter and laid
down in the contract shall be payable from the moment ofcommencement of the contract. The payment for
maintenance and other services shall be due regardlessof whether or not the customer is using the software or
exercising the option of maintenance or support.
Chapter 7. Advice and consultancy
The provisions of this ‘Advice and consultancy’ chapter shall apply
in addition to the general provisions of these general terms andconditions and the provisions of the ‘Provision of services’ chapter
if the supplier provides services in the field of advice andconsultancy.
Art. 45 Performance of advisory and consultancy services
45.1
The completion time of an assignment in the field ofadvice and consultancy depends on various factors andcircumstances, such as the quality of the data andinformation provided by the customer and thecooperation of the customer and relevant third parties.
Unless otherwise agreed in writing, therefore, thesupplier shall not commit to an assignment completiontime in advance.
45.2
The supplier’s services shall only be performed on the
supplier’s usual working days and during the supplier’s
usual business hours.
45.3
The use that the customer makes of advice and/or aconsultancy report issued by the supplier shall always beat the customer’s risk. The onus to prove that theadvisory and consultancy services or the way in which
they are performed are not in conformance with thatwhich has been agreed in writing or may be expectedfrom a competent supplier acting reasonably is entirelyon the customer, without prejudice to the supplier’s rightto furnish evidence to the contrary through all means.
45.4
Without the supplier’s prior written permission, thecustomer may not disclose the supplier’s way of working,methods and techniques and/or the content of the
supplier’s advice or reports to third parties. The customer
may not provide the supplier’s advice or reports to a third

party or otherwise make the supplier’s advice or reports
public.
Art. 46 Reporting
46.1
The supplier shall periodically inform the customer, in themanner agreed in writing, about the performance of thework. The customer shall inform the supplier in advanceand in writing about circumstances of importance or
circumstances that could be of importance to the
supplier, such as the manner of reporting, the issues tobe addressed, the customer’s prioritisation, theavailability of resources and personnel of the customer,
and special facts or circumstances or facts or circumstances of which the supplier is possibly unaware.
The customer shall ensure that the information provided
by the supplier is further disseminated and noted within
the customer’s organisation and that it is assessed partly
on the basis of this inspection, and shall inform the
supplier about this inspection and assessment.
Art. 47 Payment
47.1
In the absence of an expressly agreed payment schedule,
all amounts that relate to the services provided by the
supplier as referred to in this chapter shall be payableeach calendar month in arrears.
Chapter 8. Secondment services
The provisions of this ‘Secondment services’ chapter shall apply in
addition to the general provisions of these general terms andconditions and the provisions of the ‘Provision of services’ chapter
if the supplier makes one or more of its employees available towork under the management and supervision of the customer.
Art. 48 Secondment services
48.1
The supplier shall make the employee specified in thecontract available to perform work under the
management and supervision of the customer. The
results of the work are at the customer’s risk. Unlessotherwise agreed in writing, the employee shall be madeavailable to the customer for 40 hours a week during the
supplier’s usual working days.
48.2
The customer may only deploy the employee madeavailable to perform work other than the agreed work if
the supplier has agreed to the performance of that otherwork in advance and in writing
48.3
The customer may only second the employee madeavailable to a third party for the purpose of performing
work under the management and supervision of thatthird party if this has expressly been agreed in writing.
48.4
The supplier shall endeavour to ensure that the employee
made available remains available to perform work for theduration of the contract during the agreed days, except in
the event of illness or if the employee leaves the
supplier's employment. Also if the contract has beenentered into with a view to performance by one particularperson, the supplier shall always be entitled to replace
this person with one or more persons who have the same
qualifications.
48.5
The customer shall be entitled to request that theemployee made available be replaced (i) if the employee
made available demonstrably fails to meet the expressly
agreed quality requirements and the customer makes
this known to the supplier, with substantiation, within
three working days following commencement of thework, or (ii) in the event of prolonged illness on the partof the employee made available or if the employee leaves
the supplier's employment. The supplier shall handle
such a request without delay as a matter of priority. The
supplier does not guarantee that replacement is always

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possible. If replacement is not possible or is not possible
promptly, the customer’s rights with respect to further
performance of the contract shall cease to have effect, as
shall all claims of the customer due to non-performanceof the contract. The customer’s payment obligations withrespect to the work performed shall continue to apply
fully.
Art. 49 Term of the secondment contract
49.1
In derogation from the provisions of Article 4 of thesegeneral terms and conditions, if nothing has been agreed
between the parties regarding the term of secondment,
the secondment contract shall be an open-ended one, inwhich case a notice period of one calendar monthfollowing any initial term shall apply for each party.
Notice of termination must be given in writing.
Art. 50 Length of the working week, working hours andworking conditions
50.1
The working hours, rest periods and length of theworking week of the employee made available shall be
the same as the customer’s usual working hours, rest
periods and length of the working week.
The customer guarantees that the working hours, rest
periods and length of the working week are in compliancewith relevant legislation and regulations.
50.2
The customer shall inform the supplier about an intended
temporary or permanent closure of its company ororganisation.
50.3
The customer is obliged towards the supplier and theemployee made available to comply with relevant
legislation and regulations pertaining to workplace safety
and working conditions.
Art. 51 Overtime pay and travel time
51.1
If, on the instructions or at the request of the customer,
the employee made available works more hours per day
than the agreed or usual number of working hours orworks on days other than the supplier’s usual working
days, the customer shall owe the agreed overtime rate
for these hours or, in the absence of an agreed overtime
rate, the supplier’s usual overtime rate.
If so requested, the supplier shall inform the customer
about the current overtime rates.
51.2
Costs and travel time shall be charged to the customer inaccordance with the supplier’s usual rules and standards.
If so requested, the supplier shall inform the customer
about the usual rules and standards in place for the
purpose.
Art. 52 Recipients’ liability and other liability
52.1
The supplier shall ensure that amounts payable inrelation to the employee made available under thecontract with the customer in terms of payroll tax, social
insurance contributions and turnover tax are paid on timeand in full. The supplier indemnifies the customer against
any and all claims of the tax authorities or agencies
tasked with implementing social insurance legislation
pursuant to the contract with the customer, subject tothe condition that the customer immediately informs the
supplier in writing about the existence and content of theclaim and leaves the settlement of the claim, including
any arrangements made in this regard, entirely to the
supplier. The customer shall provide the powers of
attorney and information required to the supplier andassist the supplier to defend itself, if necessary in thename of the customer, against such claims.
52.2
The supplier does not accept any liability for the quality of
the results produced by work performed under the
management and supervision of the customer.

Chapter 9. Education and training
The provisions of this ‘Education and training’ chapter shall apply in
addition to the general provisions of these general terms andconditions and the provisions of the ‘Provision of services’ chapter
if the supplier provides services, under whatever name and in any
manner whatsoever (for example in electronic form), in the field of
education, training, workshops, seminars and the like (hereinafterreferred to as ‘training course’ ).
Art. 53 Registration and cancellation
53.1
A course must be registered for in writing. Registration isbinding following its confirmation by the supplier.
53.2
The customer is responsible for the choice and suitabilityof the training course for the participants.
A lack of prior knowledge on the part of a participant does
not affect the customer’s obligations under the contract.
The customer may replace a training course participant
with another participant with the supplier’s prior written
permission.
53.3
If, in the opinion of the supplier, the number of registrations is a reason for doing so, the supplier shall beentitled to cancel the training course, to combine it with
one or more training courses or provide it at a later date.
The supplier reserves the right to change the location of
the training course.
The supplier is entitled to change the training course inorganisational terms and in terms of content.
53.4
The consequences of cancellation of participation in a
training course by the customer or participants aregoverned by the supplier’s usual rules.
A cancellation must always be effected in writing prior to
the training course or the part of the training course
concerned. Cancellation or non-attendance does notaffect the customer’s obligations under the contract.
Art. 54 Provision of the training course
54.1
The customer accepts that the supplier determines thecontent and depth of the training course.
54.2
The customer shall inform the participants about the
obligations under the contract and the rules of conductand other rules prescribed by the supplier forparticipation in the training course, and shall ensurecompliance with these obligations and rules.
54.3
If the supplier uses its own equipment or software toprovide the training course, it does not guarantee that
this equipment or software is free of errors and willfunction without interruption.
If the supplier provides the training course at thecustomer’s location, the customer shall ensure theavailability of properly operating equipment andsoftware.
54.4
Administering an examination or test does not form partof the contract.
54.5
The customer shall owe a separate payment for the
documentation, training materials or training resources
made available or produced for the training course.
The preceding stipulation also applies to any certificatesof training or copies of such certificates.
54.6
If the training course is provided on the basis ofe-learning, the provisions of the ‘Software as a Service(SaaS)’ chapter shall apply mutatis mutandis to thegreatest extent possible.
Art. 55 Price and payment
55.1
The supplier may require that the customer pay theamounts owed prior to the start of the training course.
The suppler may exclude participants from the training
course if the customer fails to ensure payment on time,
without prejudice to the other rights of the supplier.

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55.2

Unless the supplier has expressly indicated that thetraining course is exempt from VAT within the meaning ofSection 11 of the Turnover Tax Act 1968, the customer
shall also owe VAT on the payment. The supplier shall beentitled to adjust its prices following the conclusion of thecontract in the event of a change in the VAT regime fortraining courses established under or pursuant to thelaw.

Chapter 10. Hosting
The provisions of this ‘Hosting’ chapter shall apply in addition to thegeneral provisions of these general terms and conditions and theprovisions of the ‘Provision of services’ chapter if the supplierprovides services, under whatever name, in the field of hosting andrelated services.
Art. 56 Hosting services
56.1
The supplier shall perform the hosting services agreed
with the customer.
56.2
If the contract’s object is to make disk space ofequipment available, the customer shall not exceed theagreed disk space unless the contract expressly provides
for the consequences of doing so. The contract shall
include making disk space available on a server
specifically reserved for the customer only if this has
been expressly agreed in writing. All use of disk space,data traffic and other loading of systems andinfrastructure shall be limited to the maximums agreed
between the parties. The data traffic that is not used by
the customer in a given period may not be transferred toa subsequent period. If the agreed maximums are
exceeded, the supplier shall charge an additional amountin accordance with the usual rates.
56.3
The customer is responsible for the management,
including checking the settings, and use of the hosting
service, and the way in which the results of the service
are used. In the absence of specific agreements on thematter, the customer shall itself install, organise,parameterise and tune the software and support
software required and, if necessary, modify theequipment, other software and support software andoperating environment used in this regard, and effect theinteroperability that it desires. The supplier is not obliged
to perform data conversion.
56.4
The contract’s objects shall include the provision or
making available of backup, contingency and recovery
services only if this has been expressly agreed in writing.
56.5
The supplier may temporarily put all or part of thehosting service out of operation for preventive, corrective
or adaptive maintenance. The supplier shall not allow theperiod during which the service is out of operation to last
longer than necessary and shall ensure if possible that
this period occurs outside office hours, and, according tocircumstances, have this period commence following
consultation with the customer.
56.6
If, pursuant to the contract, the supplier performs
services for the customer with respect to a domain name,such as the application, extension or sale or transfer to athird party, the customer must observe the rules andworking method of the body or bodies concerned. If so
requested, the supplier shall provide a written copy of theaforementioned rules to the customer. The supplierexpressly does not accept any responsibility for theaccuracy and timeliness of the provision of services orachievement of the results intended by the customer.
The customer must pay all costs associated with theapplication and/or registration in accordance with theagreed rates or, in the absence of agreed rates, thesupplier’s usual rates. The supplier does not guaranteethat a domain name desired by the customer will be
granted to the customer.
Art. 57 Notice and Take Down
57.1
The customer shall at all times act with due care andlawfully towards third parties, particularly by respecting
the intellectual property rights and other rights of third
parties and the privacy of third parties, by refraining fromdisseminating information in a manner that is contrary to
the law, from granting unauthorised access to systems
and from spreading viruses or other harmful programs ordata, and by refraining from committing criminal acts andviolating any other legal obligation.
57.2
To prevent liability towards third parties or limit theconsequences thereof, the supplier is always entitled totake measures with respect to an act or omission of or at
the risk of the customer. Should the supplier so demandin writing, the customer shall delete data and/or
information from the supplier’s systems without delay. If
the customer fails to do so, the supplier shall be entitledat its own discretion to delete the data and/or
information itself or make it impossible to access the data
and/or information. In addition, in the event of a breachor an imminent breach of the provisions of paragraph
57.1, the supplier shall be entitled to deny the customer
access to the supplier’s systems with immediate effectand without prior notice. The foregoing shall be without
prejudice to any other measures or the exercise of otherlegal and contractual rights by the supplier against thecustomer. The supplier shall in this case also be entitled
to terminate the contract with immediate effect without
being liable towards the customer for doing so.
57.3
The supplier cannot be expected to form an opinion on
the merits of the claims of third parties or the customer’s
defence, or be involved in any way whatsoever in a
dispute between a third party and the customer. The
customer shall deal with the third party concerned
regarding the matter and inform the supplier in writing.
The information provided in this context must be properly
substantiated by supporting documents.
Chapter 11. Purchase of equipment
The provisions of this ‘Purchase of equipment’ chapter shall apply
in addition to the general provisions of these general terms andconditions if the supplier sells equipment, of whatever nature,
and/or other items (corporeal objects) to the customer.
Art. 58 Purchase and sale
58.1
The supplier shall sell the equipment and/or other items
according to the nature and number agreed in writing
and the customer shall purchase this equipment and/orthese other items from the supplier.
58.2
The supplier does not guarantee that the equipment
and/or items will on delivery be suitable for thecustomer’s actual and/or intended use unless theintended purposes have been clearly specified in thewritten contract without reservation.
58.3
The supplier’s obligation to sell does not include
assembly and installation materials, software, consumer
items, batteries, stamps, ink and ink cartridges, toner
items, cables and accessories.
58.4
The supplier does not guarantee that the assembly,
installation and operating instructions that come with theequipment and/or items are free of errors and that theequipment and/or items have the characteristics statedin these instructions.

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Art. 59 Delivery
59.1
The equipment and/or items sold by the supplier to thecustomer shall be delivered to the customer ex
warehouse. The supplier shall deliver the items sold tothe customer to a location designated by the customer,or have such items delivered to the designated location,
only if doing so has been agreed in writing. The suppliershall in this case inform the customer, if possible in goodtime prior to the delivery, about the time at which the
supplier or transporter engaged by the supplier intends
to deliver the equipment and/or items.
59.2
The purchase price of the equipment and/or items does
not include the costs of transport, insurance, hauling andhoisting, the hiring of temporary facilities and the like. If
applicable, these costs shall be charged to the customer.
59.3
If the customer asks the supplier to remove old materials(such as networks, cabinets, cable ducts, packaging
materials and equipment) or if the supplier is legallyobliged to do so, the supplier may accept this request bymeans of a written assignment at its usual rates. If andinsofar as the supplier is prohibited by law from requiring
payment (for example in the context of the old-for-new
scheme), the supplier shall not, as appropriate, require
payment from the customer.
59.4
If the parties have concluded an agreement in writing forthe purpose, the supplier shall install, configure andconnect the equipment and/or items or shall have theequipment and/or items installed, configured andconnected. Any obligation of the supplier to install and/or
configure equipment does not include performing data
conversion and installing software. The supplier is not
responsible for obtaining any licences required.
59.5
The supplier is always entitled to perform the contract on
the basis of partial deliveries.
Art. 60 Test assembly
60.1
The supplier shall only be obliged to place a test assemblywith respect to the equipment in which the customer isinterested if doing so has been agreed in writing.
The supplier may attach financial and other conditions toa test assembly. A test assembly involves temporarily
making the standard version of equipment available on
approval, excluding accessories, in a space madeavailable by the customer, prior to the customer’s final
decision regarding whether or not to purchase theequipment concerned. The customer is liable for the use,
damage to and theft or loss of the equipment that forms
part of a test assembly.
Art. 61 Area requirements
61.1
The customer shall ensure an area that meets therequirements specified by the supplier for the equipment
and/or items, among other things in terms oftemperature, humidity and technical area requirements.
61.2
The customer shall ensure that work that must be
performed by third parties, such as structural work, is
performed adequately and on time.
Art. 62 Guarantee
62.1
The supplier shall strive to the best of its ability to repair
manufacturing faults in the equipment and/or otheritems sold, as well as in parts supplied by the supplierwithin the scope of the guarantee, within a reasonable
term and free of charge if these errors are reported indetail to the supplier within a period of three months
following delivery. If, in the supplier’s reasonable
opinion, repair is not possible or would take too long, or if
repair would entail disproportionately high costs, thesupplier shall be entitled to replace the equipment and/or
items free of charge with other, similar, though notnecessarily identical, equipment and/or items. The

62.2

62.3
62.4

guarantee does not include data conversion that isnecessary as a result of repair or replacement. All
replaced parts shall be the property of the supplier. The
guarantee obligation shall cease to apply if errors in theequipment, items or parts are entirely or partly the resultof incorrect, careless or incompetent use or of externalcauses like fire or water damage, or if the customer
makes changes, or has changes made, in the equipment
or parts supplied by the supplier within the scope of theguarantee without the supplier’s permission. The suppliershall not withhold such permission on unreasonablegrounds.
Any claims or further claims of non-conformity of theequipment and/or items delivered other than those
provided for in paragraph 62.1 on which the customer
may seek to rely are excluded.
The supplier shall charge for the costs of work and repair
performed outside the scope of this guarantee inaccordance with the supplier’s usual rates.
The supplier shall not have any obligation whatsoever
under the purchase contract with respect to errors and/or
other defects reported after the end of the guarantee
period referred to in paragraph 62.1.

Art. 63 Equipment from other suppliers
63.1
If and insofar as the supplier sells third-party equipment,
the conditions of sale of that third party shall apply in therelationship between the supplier and the customer withrespect to the equipment instead of the provisions ofthese general terms and conditions that differ from thoseconditions of sale, provided that the applicability of theconditions of sale of the third party concerned wasreported to the customer by the supplier in writing and, in
addition, a copy of the conditions of sale was madeavailable to the customer prior to or upon the conclusionof the contract or upon conclusion of the contract. In
derogation from the provisions of the preceding
sentence, the customer shall not be entitled to invoke
failure on the part of the supplier to fulfil theaforementioned obligation to provide information if thecustomer is a party as referred to in Section 235,
subsection 1 or subsection 3 of Book 6 of the Dutch Civil
Code.
63.2
If and insofar as, for whatever reason, the conditions ofthird parties referred to are deemed not to apply or are
declared inapplicable in the relationship between thecustomer and the supplier, the provisions of thesegeneral terms and conditions shall apply in full.
Chapter 12. Rent of equipment
The provisions of this ‘Renting equipment’ chapter shall apply in
addition to the general provisions of these general terms andconditions if the supplier rents out equipment, of whatever nature,to the customer.
Art. 64 Renting out and rent
64.1
The supplier shall rent out the equipment and associateduser documentation specified in the rental agreement tothe customer.
64.2
This renting out does not include making software
available on separate data carriers. It also does notinclude making the consumer items required to use theequipment, such as batteries, ink and ink cartridges,
toner items, cables and accessories, available.
64.3
The rent shall commence on the date on which theequipment is made available to the customer.

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Art. 65 Prior inspection
65.1
By way of prior inspection, the supplier may draw up a
description of the state of the equipment, including interms of defects observed, in the presence of thecustomer prior to or when making the equipment
available. The supplier may require that the customer
sign the report drawn up containing this description toindicate the customer’s agreement prior to making theequipment available to the customer for use. The defects
in the equipment stated in the aforementioned record
shall be at the expense of the supplier. If defects areobserved, the parties shall agree on whether, and, if so,
the manner and term in which, the defects stated in therecord are to be repaired.
65.2
If the customer does not properly cooperate in the priorinspection referred to in Article 65.1, the supplier shallhave the right to carry out this prior inspection outside
the presence of the customer and draw up the report
itself. This report shall be binding for the customer.
65.3
If a prior inspection is not carried out, the customer shallbe deemed to have received the equipment in a good andundamaged state.
Art. 66 Use of the equipment
66.1
The customer shall only use the equipment in accordancewith the equipment’s designated use under theagreement and at the locations specified in theagreement in and for its own organisation or company.
Use of the equipment by or for third parties is prohibited.
The right to use the equipment is non-transferable. The
customer may not rent the equipment out to a third partyor otherwise make it possible for a third party to use or
make joint use of the equipment.
66.2
The customer shall itself install, assemble and make theequipment ready for use.
66.3
The customer may not use the equipment or any part
thereof as security in any way whatsoever or dispose of
the equipment or any part thereof in another way.
66.4
The customer shall use the equipment carefully andmaintain it with due care. The customer shall takeadequate measures to prevent damage. In the event ofdamage to the equipment, the customer shall inform the
supplier without delay. The customer is liable towards the
supplier for damage to the equipment. The customer
shall in all cases be liable towards the supplier in theevent of theft, loss or misappropriation of the equipment
during the term of the rent.
66.5
The customer shall not entirely or partly change theequipment or add something to the equipment. If any
changes or additions have nevertheless been made, thecustomer shall undo or remove these changes oradditions no later than at the end of the rental
agreement.
66.6
Defects in the changes or additions made to theequipment by or no the instructions of the customer andall defects in the equipment arising from those additions
or defects shall not be defects within the meaning ofSection 204 of Book 7 of the Dutch Civil Code. The
customer shall not have any claim against the supplierwith respect to these defects. The supplier is not obliged
to perform repair or maintenance work with respect tothese defects.
66.7
The customer is not entitled to any compensation inconnection with changes or additions made by thecustomer to the rented equipment that are not, for any
reason whatsoever, undone or removed at or following
the end of the contract.
66.8
The customer shall immediately inform the supplier inwriting of any attachment of the equipment. This
communication must state the identity of the attaching
party and the reason for the attachment. The customer

shall immediately submit the rental agreement to thebailiff levying the attachment for inspection.
Art. 67 Maintenance of the rented equipment
67.1
The customer shall not maintain the rented equipment
itself or have the equipment maintained by a third party.
67.2
The customer shall immediately make defects that it
observes in the rented equipment known in writing. The
supplier shall strive to the best of its ability to repair
defects in the equipment that are at its expense within areasonable term by means of corrective maintenance.
The supplier is also entitled, though not obliged, toperform preventive maintenance on the equipment. If so
requested, the customer shall give the supplier theopportunity to perform corrective and/or preventive
maintenance. The parties shall in consultation determine,in advance, the dates on which and the times at which
maintenance is to take place. The customer is not entitled
to replacement equipment during maintenance periods.
67.3
The obligation to repair defects excludes:
repairing defects that the customer accepted
when entering into the rental agreement;
repairing defects that are the result of externalcauses;repairing defects that can be attributed to thecustomer, its staff members and/or third
parties engaged by the customer;
repairing defects that are the result of careless,incorrect or incompetent use or use that iscontrary to the documentation;
repairing defects that are the result of using theequipment in a manner that is contrary to its
designated use;
repairing defects that are the result of
unauthorised changes or additions made to theequipment.
67.4
If the supplier repairs the defects referred to in thepreceding paragraph or has such defects repaired, thecustomer shall owe the costs associated with the repair
work in accordance with the supplier’s usual rates.
67.5
The supplier is always entitled to decide against repairing
the defects and replace the equipment with other,similar, though not necessarily identical, equipment.
67.6
The supplier is never obliged to recover or reconstruct
data that has been lost.
Art. 68 Final inspection and return
68.1
The customer shall return the equipment to the supplierin its original state at the end of the rental agreement.
The customer shall bear the costs of transport associatedwith the return.
68.2
Prior to or no later than on the last working day of therental period, the customer shall cooperate in a joint final
inspection of the state of the equipment.
The findings of this final inspection shall be set out in areport jointly drawn up by the parties. This report mustbe signed by both parties. If the customer does notcooperate in the final inspection, the supplier shall havethe right to carry out this inspection outside the presenceof the customer and draw up the report itself. This reportshall be binding for the customer.
68.3
The supplier shall be entitled to have the defects that arestated in the final inspection report and that arereasonably at the customer’s risk and expense repaired
at the customer’s expense. The customer is liable for loss
suffered by the supplier due to temporary unusability ofthe equipment or the impossibility of renting out theequipment.
68.4
If the customer has not undone a change or removed an
addition that it made to the equipment at the end of therent period, the customer shall be deemed to have

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work. The customer may take out insurance against thisrisk at its own discretion.

relinquished any and all rights to those changes and/or
additions.
Chapter 13. Maintenance of equipment
The provisions of this ‘Maintenance of equipment’ chapter shallapply in addition to the general provisions of these general terms
and conditions and the provisions of the ‘Provision of services’chapter if the supplier maintains equipment of whatever nature forthe customer.
Art. 69 Maintenance services
69.1
The supplier shall perform maintenance with respect tothe equipment specified in the maintenance agreement
provided that the equipment is set up in the Netherlands.
69.2
The customer is not entitled to temporary replacement
equipment during the time that the supplier is inpossession of the equipment designated to undergo
maintenance.
69.3
The content and scope of the maintenance services to be
performed and any applicable service levels shall be laid
down in a written maintenance agreement. In theabsence of a written maintenance agreement, thesupplier shall be obliged to strive to the best of its ability
to repair malfunctions that have been properly reported
to it by the customer within a reasonable term. In thesegeneral terms and conditions, ‘malfunction’ means
non-compliance of the equipment with the equipment
specifications expressly made known by the supplier inwriting or a failure of the equipment to meet
specifications without interruption. A malfunction only
applies if it can be demonstrated by the customer and is,in addition, reproducible. The supplier is also entitled,
though not obliged, to perform preventive maintenance.
69.4
The customer shall inform the supplier of a malfunction in
the equipment immediately after it has occurred bymeans of a detailed description.
69.5
The customer shall extend the cooperation required by
the supplier in the context of maintenance, including
temporarily ceasing use of the equipment. The customer
must grant the supplier’s personnel or third parties
designated by the supplier access to the place at which
the equipment is located, extend the cooperation
required and make the equipment available to the
supplier for the purpose of maintenance.
69.6
The customer shall ensure that a complete and properly
functioning reserve copy of all software and data
recorded in or on the equipment has been made prior to
making the equipment available to the supplier for
maintenance.
69.7
At the supplier’s request, an employee of the customer
who is knowledgeable about the matter at hand shall bepresent for consultation during the performance of
maintenance work.
69.8
The customer is authorised to connect equipment andsystems not supplied by the supplier to the equipment
and install software on the equipment.
69.9
If, in the opinion of the supplier, it is necessary for the
purpose of maintaining the equipment to test theequipment’s connections with other equipment orsoftware, the customer shall make the other equipment
and software concerned, as well as the test procedures
and data carriers, available to the supplier.
69.10
The test material that is not included in the supplier’s
normal range of equipment and that is required for the
performance of maintenance work must be madeavailable by the customer.
69.11
The customer bears the risk of loss or theft of, or damage
to, the equipment during the period that it is in the
supplier’s possession for the purpose of maintenance

Art. 70 Maintenance fee
70.1
The maintenance fee does not include:
costs of (replacing) consumer items likebatteries, stamps, ink and ink cartridges, toner
items, cables and accessories;
costs of (replacing) parts and maintenanceservices for the repair of malfunctions that wereentirely or partly caused by attempts at repair
by parties other than the supplier;work performed to overhaul the equipment;
modifications to the equipment;
moving, relocating, reinstalling equipment orwork arising from such activity.
70.2
The maintenance fee shall be due regardless of whether
or not the customer is using the equipment or exercising
the option of maintenance.
Art. 71 Exclusions
71.1
Work performed to investigate or repair malfunctions
that are the result of or connected with user errors,
improper use of the equipment or external causes like
failures of internet service, data network connections,power supplies or links to equipment, software ormaterials that are not within the scope of themaintenance agreement is excluded from the supplier’s
obligations under the maintenance agreement.
71.2
The supplier’s maintenance obligations exclude thefollowing:
investigating or repairing malfunctions that are
the result of or connected with a change of theequipment carried out by a party other than the
supplier or a party acting on behalf of the
supplier;use of the equipment in a manner that iscontrary to the applicable conditions and a
failure on the part of the customer to have theequipment maintained in a timely manner.
The supplier’s maintenance obligations also exclude
investigating or repairing malfunctions in connection withthe software installed on the equipment.
71.3
If the supplier carries out an investigation and/or
performs maintenance work in the context of the
exclusions set out in Article 71.1 and/or Article 71.2, thesupplier shall be entitled to charge for the costs of thatinvestigation and/or maintenance work in accordancewith its usual rates. The foregoing shall not affect any
amount payable to the supplier by the customer in thecontext of maintenance services.
71.4
The supplier is never obliged to recover data that has
been corrupted or lost as a result of malfunctions and/or
maintenance.

General Terms and Conditions - Uil VR Solutions B.V.

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