Terms & Conditions

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Chapter 1. General Provisions

Article 1 Applicability of SpecifAi Parking Conditions

1.1 These SpecifAi Parking Conditions apply to all offers and agreements whereby the supplier delivers goods and/or services of any nature and under any designation to the customer.

1.2 Deviations from and additions to these general terms and conditions are only valid if agreed upon in writing between the parties.

1.3 The applicability of customer's purchase or other conditions is expressly rejected.

1.4 If any provision of these general terms and conditions is null and void or declared null and void, the remaining provisions of these general terms and conditions shall remain in full force and effect. Supplier and customer shall consult in this case with the aim of agreeing on new provisions to replace the null or void provisions.

Article 2 Offers

2.1 All offers and other expressions by the supplier are non-binding, unless explicitly indicated otherwise in writing by the supplier. The customer is responsible for the accuracy and completeness of the data provided by or on behalf of them to the supplier on which the supplier's offer is based.

Article 3 Price and Payment

3.1 All prices are exclusive of value-added tax (VAT) and other levies imposed or to be imposed by government authorities. All prices stated by the supplier are always in euros, and the customer is required to make all payments in euros.

3.2 A pre-calculation or estimate provided by the supplier does not grant any rights or expectations to the customer unless otherwise agreed upon in writing between the parties. A budget made available by the customer to the supplier is only considered a mutually agreed (fixed) price for the services to be provided by the supplier if expressly agreed upon in writing.

3.3 If the customer consists of multiple natural persons and/or legal entities according to the agreement between the parties, each of these (legal) persons is jointly and severally liable to the supplier for the fulfillment of the agreement.

3.4 Regarding the services provided by the supplier and the amounts owed by the customer for these services, the data from the supplier's administration shall constitute full evidence, without prejudice to the customer's right to provide counter-evidence.

3.5 If there is a periodic payment obligation on the part of the customer, the supplier is entitled to adjust the applicable prices and rates in writing according to the index or other benchmark specified in the agreement, at the interval specified in the agreement. If the agreement does not expressly provide for the supplier's right to adjust prices or rates, the supplier is always entitled to adjust the applicable prices and rates in writing with a notice period of at least three months. If the customer does not agree with such adjustment, the customer is entitled to terminate the agreement in writing within thirty days of being notified of the adjustment, with effect from the date on which the new prices and/or rates would come into effect.

3.6 The agreement shall specify the date or dates on which the supplier will invoice the customer for the agreed-upon services. Amounts due shall be paid by the customer in accordance with the agreed or stated payment conditions on the invoice. The customer is not entitled to suspend any payment or to set off any amounts owed.

3.7 If the customer fails to pay the amounts due or does not pay them on time, the customer shall owe the supplier statutory interest for commercial transactions on the outstanding amount without the need for a reminder or notice of default. If the customer remains negligent in paying the claim after receiving a reminder or notice of default, the supplier may assign the claim for collection, in which case the customer shall owe, in addition to the then-total amount due, compensation for all judicial and extrajudicial costs, including all costs calculated by external experts. This shall not affect the other legal and contractual rights of the supplier.

Article 4 Duration of the Agreement

4.1 To the extent that the agreement between the parties is a continuing agreement, the agreement is entered into for the agreed duration between the parties, failing which a term of one year applies.

4.2 The duration of the agreement shall be extended for the duration of the originally agreed period, tacitly, unless the customer or supplier terminates the agreement in writing with a notice period of three months before the end of the respective period.

Article 5 Confidentiality and Personnel Transfer

5.1 Both the customer and the supplier shall ensure that all data received from the other party and known to be of a confidential nature shall remain confidential. This prohibition shall not apply to the supplier if and to the extent that the disclosure of the data to a third party is necessary pursuant to a judicial decision, a statutory provision, or for the proper execution of the agreement by the supplier. The party receiving confidential data shall only use it for the purpose for which it was provided. Data shall in any case be considered confidential if one of the parties designates them as such.

5.2 The customer acknowledges that the program software provided by the supplier always has a confidential nature and contains trade secrets of the supplier, its suppliers, or the producer of the program software.

5.3 During the term of the agreement, as well as for one year after its termination, each of the parties shall not employ employees of the other party involved or involved in the performance of the agreement, directly or indirectly, for themselves or otherwise, without the prior written consent of the other party. Conditions may be attached to this consent, including the condition that the customer shall pay a reasonable compensation to the supplier.

Article 6 Privacy and Data Processing

6.1 If necessary for the execution of the agreement, the customer shall, upon request, inform the supplier in writing about how the customer fulfills its obligations under data protection legislation.

6.2 The customer shall indemnify the supplier against claims from individuals whose personal data are registered or processed in the context of a personal registration held by the customer or for which the customer is otherwise responsible under the law, unless the customer proves that the facts underlying the claim are attributable to the supplier.

6.3 The responsibility for the data processed using a service provided by the supplier lies entirely with the customer. The customer guarantees the supplier that the content, use, and/or processing of the data are not unlawful and do not infringe upon any rights of third parties. The customer shall indemnify the supplier against any legal claim from a third party, regardless of the basis, relating to this data or the execution of the agreement.

Article 7 Security

7.1 If the agreement requires the supplier to provide a form of information security, that security shall comply with the written specifications on security agreed upon between the parties. The supplier does not guarantee that information security is effective under all circumstances. If an expressly defined security method is missing from the agreement, the security shall meet a level that, given the state of technology, the sensitivity of the data, and the costs associated with implementing the security, is not unreasonable.

7.2 Access or identification codes and certificates provided by or on behalf of the supplier to the customer are confidential and shall be treated as such by the customer. They shall only be disclosed to authorized personnel within the customer's organization. The supplier is entitled to change assigned access or identification codes and certificates.

7.3 The customer shall adequately secure its systems and infrastructure and have antivirus software in operation at all times.

Article 8 Reservation of Ownership and Rights, and Suspension

8.1 All items delivered to the customer remain the property of the supplier until all amounts owed by the customer to the supplier under the agreement between the parties have been fully paid. A customer acting as a reseller may sell and pass on items subject to the supplier's reservation of ownership to the extent customary in the normal course of its business.

8.2 The property law consequences of the reservation of ownership of an item intended for export shall be governed by the law of the State of destination if that law contains more favorable provisions for the supplier.

8.3 Rights, if granted or transferred to the customer, are subject to the condition that the customer has paid all amounts owed under the agreement.

8.4 The supplier may retain received or realized data, documents, software, and/or data files in the context of the agreement, despite an existing obligation to deliver or transfer, until the customer has paid all amounts owed to the supplier.

Article 9 Transfer of Risk

9.1 The risk of loss, theft, embezzlement, or damage to items, data (including usernames, codes, and passwords), documents, software, or data files that are manufactured, delivered, or used in the context of the execution of the agreement shall transfer to the customer at the moment they come into the actual control of the customer or an auxiliary person of the customer.

Article 10 Intellectual Property

10.1 If the supplier is willing to commit to transferring an intellectual property right, such commitment can only be made in writing and explicitly. If the parties agree in writing that an intellectual property right regarding specific software, dashboards, data files, equipment, or other materials developed for the customer will transfer to the customer, this does not affect the right or possibility of the supplier to use and/or exploit the underlying elements, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards, and the like, without limitation, for other purposes, either for itself or for third parties. The transfer of an intellectual property right also does not affect the supplier's right to undertake developments similar or derived from those made for the customer, for itself or a third party.

10.2 All intellectual property rights in the software, dashboards, data files, equipment, educational, assessment, and examination materials, or other materials made available to the customer under the agreement, including analyses, designs, documentation, reports, offers, as well as preparatory materials thereof, are exclusively held by the supplier, its licensors, or its suppliers. The customer is granted the usage rights explicitly provided in these general terms and conditions, the written agreement between the parties, and the law. A customer's right to use is non-exclusive, non-transferable, non-pledgeable, and non-sub-licensable.

10.3 The customer shall not remove or alter any indication(s) regarding the confidential nature or concerning copyrights, trademarks, trade names, or any other intellectual property right from the software, dashboards, data files, equipment, or materials.

10.4 Even if the agreement does not explicitly provide for it, the supplier is always allowed to implement technical measures to protect equipment, data files, dashboards, provided software, software to which the customer (directly or indirectly) is granted access, and the like, in connection with an agreed limitation in the content or duration of the right to use these objects. The customer shall not remove or circumvent such technical measures.

10.5 The supplier indemnifies the customer against any third-party claims based on the assertion that software, dashboards, data files, equipment, or other materials developed by the supplier itself infringe upon a third party's intellectual property right. This indemnification is subject to the condition that the customer promptly informs the supplier in writing of the existence and content of the claim and leaves the handling of the matter, including any settlements, entirely to the supplier. The customer shall provide the necessary powers of attorney, information, and cooperation to the supplier to defend against such claims. This indemnification obligation expires if the alleged infringement is related to (i) materials provided by the customer to the supplier for use, processing, or maintenance, or (ii) modifications made by the customer to the software, dashboards, data files, equipment, or other materials without the written permission of the supplier. If it is irrevocably determined in legal proceedings that software, dashboards, data files, equipment, or other materials developed by the supplier itself infringe upon a third party's intellectual property right, or if, in the supplier's opinion, there is a reasonable chance that such infringement may occur, the supplier will, if possible, ensure that the customer can continue using the delivered item, or functionally equivalent software, dashboards, data files, equipment, or materials. Any other or further indemnification obligation of the supplier for infringement of a third party's intellectual property right is excluded.

10.6 The customer guarantees that no third-party rights oppose the provision of equipment, software, dashboard-related material, data files, and/or other materials and/or designs to the supplier, for the purpose of use, maintenance, processing, installation, or integration. The customer indemnifies the supplier against any third-party claim based on the assertion that such provision, use, maintenance, processing, installation, or integration infringes upon any right of that third party.

10.7 The supplier is never obliged to perform data conversion, unless this is explicitly agreed upon in writing.

Article 11 Obligations of Cooperation

11.1 Parties acknowledge that the success of activities in the field of information and communication technology depends on proper and timely mutual cooperation. The customer will always provide timely cooperation as reasonably required by the supplier.

11.2 The customer bears the risk of selecting the items, goods, and/or services to be supplied by the supplier. The customer always takes the utmost care to ensure that the requirements for the supplier's performance are accurate and complete. Measurements and data indicated in drawings, images, catalogues, dashboards, quotes, advertising materials, standardization sheets, and similar materials are not binding on the supplier, unless expressly stated otherwise by the supplier.

11.3 If the customer deploys staff and/or assistants in the execution of the agreement, this staff and these assistants shall possess the necessary knowledge and experience. If supplier's employees carry out work at the customer's premises, the customer shall provide timely and free of charge the necessary facilities, such as a workspace with computer and network facilities. The supplier is not liable for damages or costs due to transmission errors, malfunctions, or unavailability of these facilities, unless the customer proves that such damages or costs result from intentional misconduct or gross negligence by the supplier's management.

11.4 The workspace and facilities shall comply with all legal requirements. The customer indemnifies the supplier against claims from third parties, including employees of the supplier, who suffer damage in connection with the execution of the agreement due to actions or omissions by the customer or unsafe situations in its organization. The customer shall communicate the applicable in-house and security rules to the employees deployed by the supplier before commencement of the work.

11.5 If the customer provides software, equipment, or other resources to the supplier in connection with the services and products of the supplier, the customer is responsible for obtaining all necessary licenses or approvals that the supplier may require.

11.6 The customer is responsible for the management, including configuration settings, use of the products delivered by the supplier, and the manner in which the results of the products and services are employed. The customer is also responsible for providing instruction to and ensuring the proper use by users.

11.7 The customer shall independently install, configure, parameterize, tune, and, if necessary, modify the (supporting) software required on its own equipment, as well as adjust the accompanying equipment, other (supporting) software, and environment to achieve the desired interoperability.

Article 12 Information Obligations

12.1 To enable the supplier to properly execute the agreement, the customer shall promptly provide all data or information reasonably requested by the supplier.

12.2 The customer guarantees the accuracy and completeness of the data, information, designs, and specifications provided to the supplier. If the data, information, designs, or specifications provided by the customer contain recognizable inaccuracies for the supplier, the supplier shall inquire about this with the customer.

12.3 For the sake of continuity, the customer shall appoint a contact person or persons who shall serve as such for the duration of the supplier's work. Customer's contact persons shall possess the necessary experience, specific expertise, and insight into the customer's desired objectives.

12.4 The supplier is only obligated to periodically provide information to the customer about the progress of the work through the contact person designated by the customer.

Article 13 Project and Steering Committees

13.1 When both parties participate with one or more of their employees in a project or steering committee, the provision of information shall take place in the manner agreed upon for the project or steering committee.

13.2 Decisions made in a project or steering committee in which both parties participate shall only bind the supplier if the decision-making process conforms to what has been agreed upon in writing between the parties or, in the absence of written agreements in this regard, if the supplier has accepted the decisions in writing. The supplier is never obligated to accept or implement a decision if, in its opinion, it is incompatible with the content and/or proper execution of the agreement.

13.3 The customer guarantees that the individuals designated by them to be part of a project or steering committee are authorized to make binding decisions for the customer.

Article 14 Deadlines

14.1 The Supplier will reasonably endeavor to observe the mentioned or agreed upon (delivery) deadlines and/or (completion) dates, whether ultimate or not, to the best of their ability. Any interim (completion) dates mentioned by the Supplier or agreed upon between the parties shall be considered target dates, are non-binding on the Supplier, and are indicative in nature.

14.2 If there is a risk of exceeding any deadline, the Supplier and the customer will consult to discuss the consequences of the delay for further planning.

14.3 In all cases - including cases where ultimate (delivery) dates or (completion) dates have been agreed upon - the Supplier will only be considered in default due to time overruns after the customer has issued a written notice of default, specifying the deficiency in as detailed and comprehensive a manner as possible, providing a reasonable period for rectification of the deficiency (in the agreed scope), and this reasonable period has expired. The notice of default should provide such detail so as to enable the Supplier to respond adequately.

14.4 If it has been agreed that the performance of the agreed work will take place in stages, the Supplier is entitled to postpone the start of the work that belongs to a stage until the customer has approved the results of the preceding stage in writing.

14.5 The Supplier is not bound by any (completion) date or (delivery) deadline, whether ultimate or not, if the parties have agreed to a change in the content or scope of the agreement (additional work, changes to specifications, etc.) or a change in the approach to the execution of the agreement, or if the customer does not fulfill, fulfill in a timely manner, or fulfill completely their obligations arising from the agreement. The fact that additional work (demand) arises during the execution of the agreement is never a reason for the customer to terminate or dissolve the agreement.

Article 15 Termination and Termination of the Agreement

15.1 Each party is entitled to terminate the agreement due to an attributable breach of the agreement by the other party only if the other party, in all cases after a comprehensive written notice of default specifying the deficiency and setting a reasonable period for rectification, culpably fails to fulfill substantial obligations arising from the agreement. Payment obligations of the customer and all obligations for cooperation and/or information provision by the customer or a third party engaged by the customer are in all cases considered substantial obligations arising from the agreement.

15.2 If, at the time of termination, the customer has already received performances for the execution of the agreement, these performances and the related payment obligations will not be subject to reversal, unless the customer proves that the Supplier is in default with regard to the essential part of those performances. Amounts invoiced by the Supplier before termination in connection with what has been properly performed or delivered by the Supplier for the execution of the agreement will remain due and payable in accordance with the foregoing and become immediately due and payable upon termination.

15.3 If an agreement, by its nature and content, does not end upon completion, and it has been concluded for an indefinite period, either party may terminate it after good consultation and providing reasons in writing. If no notice period has been agreed upon between the parties, a reasonable notice period shall be observed in the event of termination. Supplier shall never be obligated to pay damages upon termination.

15.4 The customer is not entitled to prematurely terminate a fixed-term agreement for services.

15.5 Each party can immediately terminate the agreement in writing, without any notice of default, if the counterparty is granted - whether provisionally or not - a suspension of payments, if bankruptcy is filed against the counterparty, if the counterparty's enterprise is liquidated or terminated, other than for the purpose of business reconstruction or consolidation of enterprises. The Supplier can also immediately terminate the agreement, in whole or in part, without any notice of default, if the decisive control over the customer's enterprise changes, directly or indirectly. Supplier is never obliged to refund any amounts received or to pay damages as a result of the termination as described in this article.

Article 16 Supplier's Liability

16.1 The total liability of the Supplier for an attributable breach of the agreement or on any other legal basis, including but not limited to any breach of a warranty obligation agreed upon with the customer, is limited to compensation of direct damages up to the amount of the price agreed upon for that agreement (excluding VAT). If the agreement is predominantly a long-term agreement with a duration of more than one year, the price agreed upon for that agreement will be set at the total of the fees (excluding VAT) agreed upon for one year. Under no circumstances shall the total liability of the Supplier for direct damages, on any legal basis, exceed € 500,000 (five hundred thousand Euros).

16.2 The total liability of the Supplier for damages resulting from death, physical injury, or material damage to goods shall never exceed € 1,250,000 (one million two hundred fifty thousand Euros).

16.3 The Supplier's liability for indirect damages, consequential damages, lost profits, missed savings, diminished goodwill, damages due to business interruption, damages resulting from claims by the customer's customers, damages related to the use of third-party goods, materials, or software prescribed by the customer to the Supplier, and damages related to the involvement of third-party suppliers prescribed by the customer to the Supplier is excluded. Also excluded is the Supplier's liability for mutilation, destruction, or loss of data or documents.

16.4 The exclusions and limitations of liability described in Article 16.1 through 16.3, as well as all other exclusions and limitations of liability mentioned in these general terms and conditions, apply equally in favor of all (legal) persons that the Supplier employs in the execution of the agreement.

16.5 The exclusions and limitations referred to in Articles 16.1 through 16.4 shall lapse in the event and to the extent that the damage results from intent or willful recklessness on the part of the management of the Supplier.

16.6 Unless the Supplier's performance is permanently impossible, the Supplier's liability for an attributable breach of an agreement arises only if the customer promptly issues a written notice of default to the Supplier, setting a reasonable period for the rectification of the deficiency, and the Supplier culpably continues to fail to fulfill their obligations after that period. The notice of default must provide as comprehensive and detailed a description of the deficiency as possible, enabling the Supplier to respond adequately.

16.7 A condition for any entitlement to compensation is that the customer reports the damage to the Supplier in writing as soon as possible after it has occurred. Any claim for damages against the Supplier will expire by the mere lapse of twenty-four months after the claim arose, unless the customer has brought legal action for compensation of the damage before the expiration of that period.

16.8 The customer indemnifies the Supplier against all claims by third parties for product liability as a result of a defect in a product or system supplied by the customer to a third party and that also included equipment, software, or other materials supplied by the Supplier, unless and insofar as the customer proves that the damage was caused by that equipment, software, or other materials.

16.9 The provisions of this article, as well as all other exclusions and limitations of liability mentioned in these general terms and conditions, also apply for the benefit of all (legal) persons the Supplier uses in the execution of the agreement.

Article 17 Force Majeure

17.1 Neither party shall be obliged to fulfill any obligation, including any legal and/or agreed-upon warranty obligation, if prevented from doing so due to force majeure. Force majeure on the part of the Supplier shall include, among others: (i) force majeure of Supplier's suppliers, (ii) the failure of suppliers prescribed by the customer to the Supplier to fulfill their obligations properly, (iii) defects in goods, equipment, software, or materials of third parties prescribed by the customer for use by the Supplier, (iv) government measures, (v) power failure, (vi) disruptions in internet, data network, or telecommunication facilities, (vii) war, and (viii) general transportation problems.

17.2 If a force majeure situation lasts for more than sixty days, either party has the right to terminate the agreement in writing. What has already been performed on the basis of the agreement shall be settled proportionally, without any further obligations between the parties.

Article 18 Amendment and Additional Work

18.1 If, at the request or with the prior consent of the customer, the Supplier has carried out work or other performances that fall outside the content or scope of the agreed-upon work and/or performances, these work or performances will be compensated by the customer according to the agreed-upon rates and, in the absence thereof, according to the customary rates of the Supplier. The Supplier is not obligated to comply with such a request and may require a separate written agreement for this purpose.

18.2 Insofar as a fixed price has been agreed upon for the service, the Supplier shall inform the customer in writing about the financial consequences of the additional work or performances referred to in this article upon request.

Article 19 Transfer of Rights and Obligations

19.1 The customer shall never sell, transfer, or pledge the rights and obligations that arise from the agreement to a third party.

19.2 The Supplier is entitled to sell, transfer, or pledge their claims for payment of fees to a third party.

Article 20 Applicable Law and Disputes

20.1 Agreements between the Supplier and the customer are governed by Dutch law. The applicability of the Vienna Sales Convention of 1980 is excluded.

20.2 Disputes arising from the agreements concluded between the parties and/or arising from subsequent agreements resulting therefrom shall be settled by arbitration in accordance with the Arbitration Rules of the Foundation for Dispute Resolution in Automation, based in The Hague. This is without prejudice to the right of either party to seek provisional relief in (arbitral) interim proceedings and without prejudice to the right of either party to take conservatory legal measures. The place of arbitration is The Hague.

20.3 If a dispute arising from the agreements concluded between the parties or from subsequent agreements resulting therefrom falls within the jurisdiction of the sub-district court, contrary to the provision in Article 20.2, either party is entitled to bring the matter as a sub-district court case before the competent District Court. This foregoing jurisdiction applies to the parties only if no arbitration procedure has been initiated pursuant to Article 20.2. If the matter has been brought before the competent District Court by one or more parties in accordance with the provisions of this Article 20.3, the sub-district court of that District Court is competent to handle and decide the matter.

20.4 Each party is entitled, in connection with a dispute arising from the agreements concluded between the parties or from subsequent agreements resulting therefrom, to initiate ICT Mediation proceedings pursuant to the ICT Mediation Rules of the Foundation for Dispute Resolution in Automation. The other party is obliged to actively participate in an initiated ICT Mediation, which includes at least one joint meeting of mediators and parties, to give this extrajudicial form of dispute resolution a chance. Either party is free to terminate the ICT Mediation procedure at any time after the joint initial meeting of mediators and parties. The provisions of this article do not prevent a party from seeking provisional relief in (arbitral) interim proceedings or taking conservatory legal measures when deemed necessary.

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Chapter 2. Service Provision

The provisions included in this chapter 'Service Provision' apply, in addition to the General Provisions of these general terms and conditions, if the Supplier provides services of any kind (whether or not further elaborated in one of the other chapters of these general terms and conditions) to the customer.

Article 21 Execution

21.1 The Supplier will make every effort to perform its services with due care, if applicable in accordance with the agreements and procedures recorded in writing with the customer. All services provided by the Supplier are carried out on the basis of a best efforts obligation, unless the Supplier has explicitly promised a specific result in the written agreement and that result is also described with sufficient specificity in the agreement.

21.2 The Supplier shall not be liable for damages or costs resulting from the use or misuse of access or identification codes or certificates, unless the misuse is a direct result of intentional or consciously reckless actions or omissions by the management of the Supplier.

21.3 If the agreement is entered into with a specific individual in mind for execution, the Supplier is always entitled to replace this individual with one or more persons with the same and/or similar qualifications.

21.4 The Supplier is not obligated to follow instructions from the customer in the execution of its services, especially if these instructions involve changes or additions to the content or scope of the agreed-upon services. However, if such instructions are followed, the corresponding work will be compensated according to the Supplier's customary rates.

Article 22 Service Level Agreement

22.1 Any agreements regarding a service level (Service Level Agreement) are only expressly agreed upon in writing. The customer will promptly inform the Supplier of all circumstances that may affect or influence the service level and its availability.

22.2 If agreements have been made regarding a service level, the availability of software, systems, and related services will always be measured in a way that accounts for the scheduled unavailability due to preventive, corrective, or adaptive maintenance or other forms of service, as well as circumstances beyond the control of the Supplier. Except for contrary evidence to be provided by the customer, the availability measured by the Supplier shall be considered full proof.

Article 23 Back-up

23.1 If the service provision to the customer under the agreement includes making backups of customer data, the Supplier will, in accordance with the agreed-upon periods recorded in writing or, in their absence, at regular intervals, make a complete backup of the customer's data in their possession. The Supplier will store the backup for the agreed-upon period, in the data warehouse, and in the absence of agreements regarding this, for the customary period at the Supplier. The Supplier will store the backup carefully.

23.2 The customer remains responsible for complying with all applicable legal record-keeping and retention obligations.

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Chapter 3. Software-as-a-Service (SaaS)

The provisions included in this chapter 'Software as a Service (SaaS)' apply, in addition to the General Provisions of these general terms and conditions and the provisions from the chapter 'Service Provision', if the Supplier provides services under the name or in the field of Software-as-a-Service (also referred to as: SaaS). For the purposes of these general terms and conditions, SaaS is understood as follows: the remote provision and maintenance of software by the Supplier to the customer via the internet or another data network, without providing the customer with a physical carrier containing the respective software.

Article 24 Execution of SaaS Service

24.1 The Supplier provides the SaaS service solely on behalf of the Customer. The Customer is not allowed to grant third parties access to the services provided by the Supplier in the field of SaaS.

24.2 If the Supplier performs activities related to the Customer's data, its employees, or users based on a request or lawful order from a government authority or due to a legal obligation, all associated costs will be invoiced to the Customer.

24.3 The Supplier may make changes to the content or scope of the SaaS service. If such changes result in changes to the Customer's existing procedures, the Supplier will inform the Customer as soon as possible, and any costs associated with these changes will be borne by the Customer. In such cases, the Customer may terminate the agreement in writing, effective from the date the changes take effect, unless these changes are related to changes in relevant legislation or other regulations provided by competent authorities or the Supplier bears the costs of these changes.

24.4 The Supplier may continue the execution of the SaaS service using a new or modified version of the software. The Supplier is not obligated to maintain, modify, or add specific features or functionalities of the service or software specifically for the Customer.

24.5 The Supplier may temporarily disable all or part of the SaaS service for preventive, corrective, adaptive maintenance, or other forms of service. The period of unavailability will not exceed what is necessary, and whenever possible, such unavailability will occur outside of office hours.

24.6 The Supplier is not obliged to provide the Customer with a physical carrier containing the software made available and maintained as part of the SaaS service.

Article 25 Warranty

25.1 The Supplier does not guarantee that the software provided and maintained as part of the SaaS service will be error-free and uninterrupted. The Supplier will make reasonable efforts to rectify errors in the software as defined in Article 30.3 within a reasonable period, to the extent that the software is developed by the Supplier and the respective defects have been reported in detail in writing by the Customer. The Supplier may postpone the rectification of defects until a new version of the software is implemented. The Supplier does not guarantee that defects in software not developed by the Supplier will be rectified. The Supplier is entitled to implement temporary solutions, workarounds, or limitations in the software. If the software is developed on the Customer's request, the Supplier may charge the Customer for the costs of rectification according to its standard rates.

25.2 Based on information provided by the Supplier regarding measures to prevent and mitigate disruptions, defects in the SaaS service, data corruption, loss, or other incidents, the Customer shall assess the risks to its organization and, if necessary, take additional measures. The Supplier is willing to reasonably assist the Customer in further measures upon the Customer's request, subject to the Supplier's specified conditions. The Supplier is not obliged to restore corrupted or lost data.

25.3 The Supplier does not guarantee that the software provided and maintained as part of the SaaS service will be timely adapted to changes in relevant laws and regulations.

Article 26 Protection of Personal Data

26.1 Pursuant to legislation concerning the processing of personal data (such as the Personal Data Protection Act), the Customer has obligations towards third parties, including providing information and granting access to, correcting, and deleting personal data of data subjects. The responsibility for fulfilling these obligations lies solely with the Customer. The Parties agree that the Supplier is a 'processor' within the meaning of the Personal Data Protection Act regarding the processing of personal data.

26.2 The Supplier will provide support to fulfill the obligations referred to in Article 26.1 to the extent that is technically possible. The costs associated with such support are not included in the agreed prices and fees of the Supplier and are borne by the Customer.

Article 27 Commencement of Service; Compensation

27.1 The execution of the SaaS service by the Supplier will commence within a reasonable period after the conclusion of the agreement. The Customer shall ensure prompt access to the necessary facilities for using the SaaS service immediately after concluding the agreement.

27.2 The Customer owes the compensation for the SaaS service as stated in the agreement. In the absence of an agreed payment schedule, all amounts related to the SaaS service provided by the Supplier are due on a monthly basis in advance.

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Chapter 4. Software

The provisions in this chapter 'Software' are applicable, in addition to the General Provisions, if the Supplier makes software available to the Customer for use other than based on a SaaS service.

Article 28 Use and Use Restrictions

28.1 Supplier shall provide the agreed computer programs and the agreed user documentation to the customer based on a usage license, during the term of the agreement, hereinafter referred to as "the software". The right to use the software is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.

28.2 The obligation of provision by the supplier and the customer's right of use extend exclusively to the so-called object code of the software. The customer's right of use does not extend to the source code of the software. The source code of the software and the technical documentation made during the development of the software will not be provided to the customer, even if the customer is willing to pay a financial compensation.

28.3 The customer shall strictly adhere to the agreed limitations of any kind on the right to use the software.

28.4 If the parties have agreed that the software may only be used in combination with certain equipment, the customer is entitled to use the software on other equipment with the same qualifications in case of equipment failure.

28.5 Supplier may require that the customer does not use the software until the customer has obtained one or more codes required for use from the supplier, its supplier, or the software producer. Supplier is always entitled to take technical measures to protect the software against unauthorized use and/or against use in a manner or for purposes other than agreed between the parties. Customer shall not remove or bypass technical measures intended to protect the software.

28.6 The customer may use the software solely for its own company or organization and only to the extent necessary for the intended use. Customer shall not use the software for third parties, such as in the context of "Software-as-a-Service" (SaaS) or outsourcing.

28.7 The customer is never allowed to sell, rent, alienate, or grant limited rights to the software and the carriers on which the software is or will be recorded, or to make the software available to a third party in any way, for any purpose, or under any title. Customer shall not provide a third party - whether remote (online) or not - with access to the software or host the software with a third party, even if the third party uses the software solely for the customer's benefit.

28.8 Upon request, the customer shall promptly cooperate in an investigation conducted by or on behalf of the supplier regarding compliance with the agreed usage restrictions. The customer shall grant access to its premises and systems at the first request of the supplier. Supplier shall treat all confidential business information obtained in the context of an investigation at or from the customer confidentially, to the extent that such information does not concern the use of the software itself.

28.9 The parties consider the agreement concluded between them, insofar as it concerns the provision of software for use, never to be considered a sales agreement.

28.10 Supplier is not obligated to maintain the software and/or provide support to users and/or administrators of the software. If, contrary to the foregoing, supplier is asked to provide maintenance and/or support regarding the software, supplier may require the customer to enter into a separate written agreement for this purpose.

Article 29 Delivery and Installation

29.1 Supplier will, at its discretion, deliver the software on the agreed data carrier format or, in the absence of agreements in this regard, on a data carrier format determined by the supplier, or make the software available online to the customer for delivery.

Article 30 Acceptance

30.1 If the parties have not agreed on an acceptance test, the customer accepts the software in the state it is in at the time of delivery ("as is, where is"), with all visible and invisible errors and defects, without prejudice to the supplier's obligations under the warranty scheme of Article 34. In this case, the software will be considered accepted by the customer upon delivery or, if a written installation by the supplier is agreed, upon completion of the installation.

30.2 If an acceptance test is agreed between the parties, the provisions of Articles 30.3 to 30.10 shall apply.

30.3 Wherever these general terms and conditions refer to "errors," this shall mean the substantial failure of the software to meet the functional or technical specifications of the software as explicitly communicated in writing by the supplier, and, in the case of wholly or partially customized software, the explicitly agreed functional or technical specifications in writing. An error exists only if the customer can demonstrate it and it is reproducible. The customer must promptly report errors. Supplier has no obligation with regard to other defects in or related to the software than those defined as errors in these general terms and conditions.

30.4 If an acceptance test is agreed, the testing period shall be fourteen days after delivery or, if a written installation by the supplier is agreed, fourteen days after completion of the installation. During the testing period, the customer is not allowed to use the software for productive or operational purposes. The customer shall conduct the agreed acceptance test with qualified personnel and with sufficient scope and depth.

30.5 If an acceptance test is agreed, the customer is obligated to verify whether the delivered software corresponds to the functional or technical specifications explicitly communicated in writing by the supplier, and, if and to the extent the software is wholly or partially customized, to the explicitly agreed functional or technical specifications in writing.

30.6 The software shall be deemed accepted by the parties:

a. if an acceptance test is agreed upon: on the first day after the testing period, or

b. if the supplier receives a test report as referred to in Article 30.7 before the end of the testing period: at the time the errors mentioned in that test report have been corrected, without prejudice to the presence of errors that do not hinder acceptance in accordance with Article 30.8, or

c. if the customer makes any use of the software for productive or operational purposes: at the time of such use.

30.7 If it appears during the execution of the agreed acceptance test that the software contains errors, the customer shall report the test results to the supplier in writing, in a clear, detailed, and understandable manner, no later than the last day of the testing period. Supplier will make reasonable efforts to rectify the errors described within a reasonable period, and may implement temporary solutions, workarounds, or problem-avoidance limitations.

30.8 The customer shall not withhold acceptance of the software for reasons unrelated to the functional or technical specifications explicitly agreed upon between the parties, and not due to the existence of minor errors that do not reasonably impede the operational or productive use of the software, without prejudice to the supplier's obligation to rectify these minor errors under the warranty scheme of Article 34. Acceptance shall not be withheld due to aspects of the software that can only be subjectively evaluated, such as aesthetic aspects of user interfaces.

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

30.10 Acceptance of the software in any of the ways described in this article results in the supplier being discharged from its obligations concerning the provision and delivery of the software, and, if the installation of the software by the supplier is also agreed, from its obligations concerning the installation. Acceptance of the software does not affect the customer's rights under Article 30.8 regarding minor defects and Article 34 regarding the warranty.

Article 31 Provision

31.1 Supplier will provide the software to the customer within a reasonable period after the conclusion of the agreement.

31.2 Promptly after the agreement terminates, the customer shall return all copies of the software in its possession to the supplier. If it has been agreed that the customer will destroy the relevant copies at the end of the agreement, the customer shall promptly notify the supplier of such destruction in writing. Supplier is not obliged to provide any assistance regarding data conversion desired by the customer after the end of the agreement.

Article 32 Usage Fee

32.1 The payment for the customer's right to use the software shall be due at the agreed times, or in the absence of an agreed time:

a. If the parties have not agreed that the supplier is responsible for the installation of the software: upon delivery of the software, or in the case of periodically due usage fee payments, upon delivery of the software and then at the beginning of each new usage fee term.

b. If the parties have agreed that the supplier is responsible for the installation of the software: upon completion of that installation, or in the case of periodically due usage fee payments, upon completion of that installation and then at the beginning of each new usage fee term.

Article 33 Changes in the Software

33.1 Except as provided by law, the customer is not entitled to modify the software in whole or in part without the prior written consent of the supplier. The supplier is entitled to refuse its consent or to attach conditions to it. The customer assumes full risk for all modifications made by or on behalf of the customer by third parties, whether or not with the consent of the supplier.

Article 34 Warranty

34.1 Supplier shall use its best efforts to rectify errors within a reasonable period if they are reported to the supplier in detail in writing within a period of three months after delivery or, if an acceptance test is agreed upon, within three months after acceptance. Supplier does not warrant that the software is suitable for actual and/or intended use. Supplier also does not guarantee uninterrupted operation of the software and/or that all errors will be corrected. Rectification shall be carried out free of charge, unless the software has been developed by the customer's order other than for a fixed price, in which case supplier shall charge the costs of rectification in accordance with its customary rates.

34.2 Supplier may charge the costs of rectification in accordance with its customary rates if there are user errors or improper use by the customer or other causes not attributable to the supplier. The obligation to rectify shall expire if the customer makes changes to the software without the written consent of the supplier or allows such changes to be made.

34.3 Rectification of errors shall take place at a location and in a manner determined by the supplier. Supplier is entitled to implement temporary solutions, workarounds, or problem-avoidance limitations in the software.

34.4 Supplier is never obliged to rectify mutilated or lost data.

34.5 Supplier has no obligation of any kind or nature with regard to errors reported after the expiration of the warranty period referred to in Article 34.2.

Article 35 Software from Third-party Suppliers

35.1 To the extent supplier provides third-party software to the customer, the (license) terms and conditions of those third parties shall apply between supplier and customer concerning that software, to the exclusion of conflicting provisions in these general terms and conditions, provided that the applicability of the (license) terms and conditions of those third parties has been communicated to the customer in writing by the supplier and those terms and conditions have been provided to the customer before or upon conclusion of the agreement. In deviation from the previous sentence, customer cannot invoke supplier's failure to comply with the aforementioned information obligation, if customer is a party as referred to in Article 6:235 Section 1 or Section 3 of the Dutch Civil Code.

35.2 If and to the extent the aforementioned terms and conditions of third parties are deemed inoperative or are declared inapplicable for any reason in the relationship between customer and supplier, the provisions of these general terms and conditions shall apply in full.

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Chapter 5. Software and Dashboard Development

The provisions in this chapter ‘Software and Dashboard Development’ apply, in addition to the General Provisions and the provisions of the chapter ‘Services’, if the supplier designs and/or develops software and/or a dashboard for the benefit of the customer, and possibly installs the software and/or dashboard.

Article 36 Specifications and Development of Software and Dashboards

36.1 If specifications or a design of the software or dashboards to be developed are not provided to Supplier before or upon entering into the agreement, the parties shall, in good consultation, specify in writing which software or dashboards will be developed and how the development will take place.

36.2 Supplier shall develop the software and/or dashboards with care, in accordance with the explicitly agreed specifications or design and, where applicable, in accordance with the project organization, methods, techniques, and/or procedures agreed upon in writing with Customer. Before commencing the development activities, Supplier may require Customer to provide written approval of the specifications or design.

36.3 If parties use a development method characterized by the iterative design and/or development of (parts of) the software or dashboards (e.g., Scrum), parties acknowledge that the work will not be performed at the outset based on complete or fully elaborated specifications, and that specifications, whether or not agreed upon at the outset of the work, can be adjusted in good consultation during the execution of the agreement, taking into account the project approach inherent to the relevant development method. During the execution of the agreement, parties shall jointly make decisions in good consultation regarding the specifications for the next phase of the project (e.g., a 'time-box') and/or for the next phase of iterative development. Customer accepts the risk that the software and/or dashboards may not necessarily conform to all specifications. Customer shall ensure a continuous, active, and organizationally supported contribution and cooperation of relevant end-users, particularly concerning testing and decision-making. Customer guarantees that its personnel in key positions, as named, possess the necessary decision-making authority for those positions. Customer ensures the expeditious progress of decisions to be made during the execution of the agreement. In the absence of timely and clear progress decisions by Customer in accordance with the project approach inherent to the relevant development method, Supplier is entitled – but not obligated – to make the appropriate decisions according to its judgment.

36.4 If parties use a development method as referred to in Article 36.3, the provisions of Article 30.1, Article 30.4 through 30.8, and Article 34.1 are not applicable. Customer accepts the software and/or dashboards in the state they are in at the end of the last development phase ("as is, where is"). After the last development phase, Supplier is not obligated to rectify errors, unless expressly agreed upon otherwise in writing.

36.5 In the absence of specific agreements to the contrary, Supplier shall commence design and/or development activities within a reasonable period after entering into the agreement.

36.6 Upon request, Customer shall allow Supplier to perform the work outside regular business days and hours at the office or location of Customer.

36.7 The obligations of Supplier with regard to the development of dashboards do not include providing a 'content management system.'

36.8 The obligations of Supplier do not include the maintenance of the software and/or dashboards, and/or the provision of support to users and/or administrators thereof. If, contrary to the foregoing, Supplier is also required to provide maintenance and/or support, Supplier may require Customer to enter into a separate written agreement for this purpose. These services will be invoiced separately at Supplier's customary rates.

Article 37 Delivery, Installation, and Acceptance

37.1 The provisions of Article 29 regarding delivery and installation apply mutatis mutandis.

37.2 Unless Supplier is obligated under the agreement to 'host' the software and/or dashboards on its own computer system for Customer, Supplier shall deliver the dashboards on an information carrier and in a form determined by Supplier, or make the dashboards available online to Customer for delivery.

37.3 The provisions of Article 30 of these general terms and conditions regarding acceptance apply mutatis mutandis.

Article 38 Usage Right

38.1 Supplier makes the software and/or dashboards developed at the request of Customer and the corresponding user documentation available to Customer for use.

38.2 Only if expressly agreed upon in writing, the source code of the software and the technical documentation made during the development of the software will be made available to Customer, in which case Customer shall be entitled to make changes to the software.

38.3 Supplier is not obligated to provide the auxiliary software and program or data libraries required for the use and/or maintenance of the software.

38.4 The provisions of Article 28 regarding usage rights and usage restrictions apply mutatis mutandis.

38.5 Only if the content of the written agreement expressly indicates that all design and development costs are fully and exclusively borne by Customer, the limitations on the right to use the software and/or dashboards referred to in Article 38.4 do not apply to Customer.

Article 39 Compensation

39.1 In the absence of an agreed payment schedule, all amounts related to the design and development of software and/or dashboards are due each calendar month in arrears.

39.2 The price for the development activities also includes the compensation for the right to use the software or dashboards during the term of the agreement.

39.3 The compensation for the development of the software does not include compensation for the auxiliary software and program and data libraries required by Customer, any installation services, and any modification and/or maintenance of the software required by Customer. Nor does it include the provision of support to users thereof.

Article 40 Warranty

40.1 The provisions of Article 34 regarding warranty apply mutatis mutandis.

40.2 Supplier does not guarantee that the dashboards developed by Supplier work well in conjunction with all types or new versions of web browsers and any other software. Supplier also does not guarantee that the dashboards work well in conjunction with all types of equipment.

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Chapter 6. Software and Dashboards Maintenance

The stipulations in this chapter, titled "Software and Dashboards Maintenance," are applicable in addition to the General Provisions and the provisions of the "Service" chapter, if Supplier designs and/or develops software and/or dashboards for the benefit of Customer, and if applicable, installs the software and/or dashboards.

Article 41 Maintenance Services

41.1 If agreed upon, Supplier shall perform maintenance with regard to the software specified in the agreement. The maintenance obligation includes rectifying errors in the software as defined in Article 30.3 and – exclusively if agreed upon in writing – providing new versions of the software in accordance with Article 42.

41.2 Customer shall report identified software errors in detail. Upon receiving the report, Supplier shall endeavor, according to its customary procedures, to rectify errors and/or make improvements in subsequent new versions of the software to the best of its ability. Depending on the urgency and Supplier's version and release policy, the results shall be provided to Customer in the manner and within the timeframe determined by Supplier. Supplier is entitled to apply temporary solutions, program workarounds, or problem-avoidance limitations in the software. Customer shall install the corrected software or the provided new version of the software, configure, parameterize, tune it, and, if necessary, adjust the used equipment and operating environment.

41.3 The provisions of Articles 34.3 and 34.4 are applicable mutatis mutandis.

41.4 If Supplier performs maintenance online, Customer shall timely provide a proper infrastructure and network facilities.

41.5 Customer shall provide all cooperation requested by Supplier for maintenance, including temporarily ceasing the use of the software and backing up all data.

41.6 If the maintenance relates to software not supplied by Supplier to Customer, and if Supplier deems it necessary or desirable for maintenance, Customer shall, upon Supplier's request, make available the source code and technical (development) documentation of the software, including models, designs, change logs, etc. Customer warrants its entitlement to such provision. Customer grants Supplier the right to use and modify the software, including the source code and technical (development) documentation, for the purpose of performing the agreed-upon maintenance.

41.7 Supplier's maintenance does not absolve Customer of its responsibility for software management, including configuring settings and how the results of software use are deployed. Customer shall independently install, configure, parameterize, tune (auxiliary) software, adjust the equipment, other software, and operating environment used, and ensure the desired interoperability.

Article 42 New Versions of Software

42.1 Maintenance includes the provision of new versions of the software solely if and to the extent agreed upon in writing. If maintenance includes providing new versions of the software, such provision shall be at Supplier's discretion.

42.2 Three months after making an improved version available, Supplier is no longer obligated to rectify errors in the previous version and provide support and/or maintenance regarding a previous version.

42.3 Supplier may require Customer to enter into a separate written agreement and pay additional compensation for providing a version with new functionality. Supplier may carry over functionality unchanged from a previous version of the software, but does not guarantee that each new version will have the same functionality as the previous version. Supplier is not obliged to maintain, modify, or add specific features or functionalities of the software for Customer.

42.4 Supplier may require Customer to adjust its system (equipment, software, etc.) if necessary for the proper functioning of a new version of the software.

Article 43 Support Services

43.1 If Supplier's service under the agreement also includes support for users and/or administrators of the software, Supplier shall provide advice on the use and functioning of the software mentioned in the agreement by telephone or email. Supplier may set conditions on the qualifications and the number of persons eligible for support. Supplier shall process well-substantiated support requests within a reasonable timeframe in accordance with its customary procedures. Supplier does not guarantee the accuracy, completeness, or timeliness of responses or support provided. Support is provided on business days during Supplier's usual business hours.

43.2 If Supplier's service under the agreement also includes providing standby services, Supplier shall keep one or more staff members available during the days and times specified in the agreement. In such cases, in emergencies, Customer is entitled to request support from the available staff members if there is a severe malfunction in the functioning of the software. Supplier does not guarantee that all malfunctions will be rectified promptly.

43.3 Maintenance and other agreed services as referred to in this chapter shall commence from the day the agreement is entered into, unless otherwise agreed upon in writing by the parties.

Article 44 Compensation

44.1 In the absence of an expressly agreed payment schedule, all amounts related to software maintenance and other services specified in the agreement as referred to in this chapter are due in advance for each calendar month.

44.2 Amounts for software maintenance and other services as referred to in this chapter are due from the start of the agreement. Compensation for maintenance and other services is due irrespective of whether Customer has put the software into use or makes use of the possibility of maintenance or support.

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Chapter 7. Consultation and Consultancy

The provisions included in this chapter, titled "Consultation and Consultancy," are applicable in addition to the General Provisions of these general terms and conditions and the provisions of the "Service" chapter, if Supplier provides services in the field of consultation and consultancy.

Article 45 Execution of Consultation and Consultancy Services

45.1 The duration of an assignment in the field of consultancy or advice depends on various factors and circumstances, such as the quality of data and information provided by the customer and the cooperation of the customer and relevant third parties. Unless otherwise agreed in writing, Supplier will therefore not commit in advance to a specific duration for the assignment.

45.2 Supplier's services are exclusively provided during its usual business days and hours.

45.3 The use made by the customer of advice and/or consultancy reports provided by Supplier is always at the customer's risk. The burden of proof that (the manner of) advice and consultancy services do not meet what has been agreed upon in writing or what can reasonably be expected from a competent and diligent supplier lies entirely with the customer, without prejudice to Supplier's right to provide counter-evidence by all means.

45.4 Without prior written consent from Supplier, the customer is not entitled to disclose to a third party the working methods, methods, and techniques of Supplier and/or the content of advice or reports from Supplier. The customer will not provide the advice or reports from Supplier to a third party or otherwise make them public.

Article 46 Reporting

46.1 Supplier will periodically inform the customer about the progress of the work in the manner agreed upon in writing. The customer will inform Supplier in writing in advance of circumstances that are or may be relevant for Supplier, such as the method of reporting, the issues the customer wants to address, customer's priorities, availability of customer's resources and personnel, and special or possibly unknown facts or circumstances for Supplier. The customer will ensure the further dissemination and awareness of the information provided by Supplier within the customer's organization, assess this information based on it, and inform Supplier accordingly.

Article 47 Compensation

47.1 In the absence of an expressly agreed payment schedule, all fees related to services provided by Supplier as referred to in this chapter are due in arrears for each calendar month.

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Chapter 8. Secondment Services

The provisions included in this chapter, titled "Secondment Services," are applicable in addition to the General Provisions of these general terms and conditions and the provisions of the "Service" chapter, if Supplier provides one or more employees to the customer for the purpose of working under the supervision and direction of the customer.

Article 48 Secondment Services

48.1 Supplier will provide the employee(s) mentioned in the agreement to the customer for the purpose of performing tasks under the supervision and direction of the customer. The results of the work are at the customer's risk. Unless otherwise agreed in writing, the employee will be made available to the customer for forty hours per week during Supplier's usual working days.

48.2 The customer may only assign the provided employee to tasks other than those agreed upon if Supplier has given prior written consent.

48.3 The customer is allowed to lend the provided employee to a third party for the purpose of working under the supervision and direction of that third party only if this has been expressly agreed upon in writing.

48.4 Supplier will make efforts to ensure that the provided employee remains available for work during the agreed days throughout the duration of the agreement, except in cases of the employee's illness or termination of employment. Even if the agreement is entered into with a specific individual in mind, Supplier is always entitled, after consulting with the customer, to replace this person with one or more individuals with the same qualifications.

48.5 The customer is entitled to request a replacement for the provided employee if (i) the provided employee demonstrably does not meet the expressly agreed quality requirements and the customer notifies Supplier of this within three working days of the start of the work, or (ii) in the case of prolonged illness or termination of employment of the provided employee. Supplier will promptly and with priority address such a request. Supplier does not guarantee that a replacement will always be possible. If replacement is not possible or not promptly possible, the customer's claims for further performance of the agreement, as well as all claims of the customer due to non-performance of the agreement, will lapse. Customer's payment obligations concerning the performed work remain unaffected.

Article 49 Duration of the Secondment Agreement

49.1 Contrary to what is stipulated in Article 4 of these general terms and conditions, if the parties have not agreed on the duration of secondment, the agreement will have an indefinite term, in which case each of the parties will have a notice period of one calendar month after the possible initial term. Termination must be done in writing.

Article 50 Working Hours, Breaks, and Working Conditions

50.1 The working hours, breaks, and working hours of the provided employee are the same as the customary times and duration at the customer. The customer ensures that the working and resting times and the working hours comply with relevant laws and regulations.

50.2 The customer will inform Supplier about any intended (temporary) closure of its company or organization.

50.3 The customer is responsible for complying with the relevant laws and regulations concerning the safety of the workplace and working conditions towards Supplier and the provided employee.

Article 51 Overtime Compensation and Travel Time

51.1 If the provided employee, at the request of the customer, works longer per day than the agreed or usual number of working hours, or works outside Supplier's usual working days, the customer will owe the agreed overtime rate for these hours or, in the absence of an agreed overtime rate, the usual overtime rate at Supplier. Upon request, Supplier will inform the customer about the applicable overtime rates.

51.2 Costs and travel time will be charged to the customer in accordance with Supplier's customary rules and standards. Upon request, Supplier will inform the customer about the applicable rules and standards.

Article 52 Liability for In-Hiring and Other Liability

52.1 Supplier will ensure the timely and complete payment of payroll tax, social insurance premiums, and value-added tax for the provided employee in connection with the agreement with the customer. Supplier indemnifies the customer from all claims from the tax authorities or the agencies for the implementation of social insurance legislation that are due to the agreement with the customer, under the condition that the customer promptly informs Supplier in writing about the existence and content of the claim and leaves the handling of the matter, including the making of any settlements, entirely to Supplier. For this purpose, the customer will provide the necessary powers of attorney, information, and cooperation to Supplier to defend against these claims, if necessary on behalf of the customer.

52.2 Supplier does not accept liability for the quality of the results of work that has been produced under the supervision and direction of the customer.

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Chapter 9. Education and Training

The provisions included in this chapter, titled "Education and Training," are applicable in addition to the General Provisions of these general terms and conditions and the provisions of the "Service" chapter, if Supplier provides services, under any name and in any manner (e.g., electronically), in the field of education, courses, workshops, training, seminars, and similar activities (hereinafter referred to as "training").

Article 53 Registration and Cancellation

53.1 Registration for a training must be done in writing and becomes binding after confirmation by Supplier.

53.2 The customer is responsible for the choice and suitability of the training for the participants. The absence of required prior knowledge by a participant does not affect the customer's obligations under the agreement. The customer is allowed to replace a participant for a training with another participant after obtaining prior written consent from Supplier.

53.3 If the number of registrations gives reason for it according to Supplier's judgment, Supplier is entitled to cancel the training, combine it with one or more other trainings, or reschedule it for a later date or time. Supplier reserves the right to change the location of the training. Supplier is entitled to make organizational and substantive changes to a training.

53.4 The consequences of cancellation of participation in a training by the customer or participants are governed by the usual rules of Supplier. Cancellation must always be done in writing and before the training or the relevant part thereof. Cancellation or non-attendance does not affect the payment obligations that the customer has under the agreement.

Article 54 Implementation of Training

54.1 The customer accepts that Supplier determines the content and depth of the training.

54.2 The customer will inform the participants about and ensure compliance by the participants with the obligations under the agreement and the (behavioral) rules prescribed by Supplier for participation in the training.

54.3 If Supplier uses its own equipment or software in the execution of the training, Supplier does not guarantee that this equipment or software is free from errors or functions without interruptions. If Supplier conducts the training at the customer's location, the customer will ensure the availability of properly functioning equipment and software.

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

54.5 The customer owes a separate fee for documentation, training materials, or resources provided or produced for the purpose of the training. The same applies to any training certificates or duplicates thereof.

54.6 If the training is offered on the basis of e-learning, the provisions of the "Chapter Software-as-a-Service (SaaS)" shall apply as much as possible.

Article 55 Price and Payment

55.1 Supplier may require the customer to pay the applicable fees before the start of the training. Supplier may exclude participants from participating if the customer has failed to ensure timely payment, without prejudice to any other rights of Supplier.

55.2 Unless Supplier expressly indicates that the training is exempt from VAT within the meaning of Article 11 of the Value Added Tax Act 1968, the customer is also liable for VAT on the fee. After entering into the agreement, Supplier is entitled to adjust its prices in the event of any change in the VAT regime for training established by or under the law.

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Chapter 10. Hosting

The provisions included in this chapter, titled "Hosting," are applicable in addition to the General Provisions of these general terms and conditions and the provisions of the "Service" chapter, if Supplier provides services, under any name, in the field of hosting and related services.

Article 56 Hosting Services

56.1 Supplier will provide the hosting services as agreed upon with the client.

56.2 If the agreement involves providing disk space or equipment, the client shall not exceed the agreed-upon disk space, unless the consequences are explicitly regulated by the agreement. The agreement includes the provision of disk space on a server exclusively and specifically reserved for the client, only if that is explicitly agreed upon in writing. All usage of disk space, data traffic, and other system and infrastructure loads are limited to the agreed-upon maximums between the parties. Unused data traffic in a given period by the client cannot be transferred to a subsequent period. In case of exceeding the agreed-upon maximums, Supplier will charge an additional fee in accordance with the customary rates.

56.3 The client is responsible for management, including monitoring settings, usage of hosting services, and how the service results are employed. In the absence of explicit agreements, the client will independently install, configure, parameterize, fine-tune, and, if necessary, modify the equipment, other software, and usage environment, and achieve desired interoperability. Supplier is not obligated to perform data conversion.

56.4 Only if explicitly agreed upon in writing, the agreement also covers providing backup, failover, and recovery services.

56.5 Supplier may temporarily suspend the hosting service, either partially or entirely, for preventive, corrective, or adaptive maintenance. Supplier will not prolong the suspension longer than necessary, if possible outside office hours, and initiate it after consultation with the client, depending on the circumstances.

56.6 If, as part of the agreement, Supplier provides services related to a domain name for the client, such as application, renewal, transfer, or assignment to a third party, the client must comply with the rules and procedures of the relevant entities. Upon request, Supplier will provide a written copy of those rules to the client. Supplier expressly disclaims responsibility for the accuracy or timeliness of the service or the attainment of the client's intended results. The client is responsible for all costs associated with the application and/or registration, according to the agreed-upon rates, or, in the absence of agreed-upon rates, the customary rates at Supplier. Supplier does not guarantee the assignment of a desired domain name to the client.

Article 57 Notice and Take Down

57.1 The client shall at all times act diligently and lawfully towards third parties, particularly by respecting intellectual property rights and other rights of third parties, respecting the privacy of third parties, refraining from disseminating data in violation of the law, refraining from unauthorized access to systems, refraining from distributing viruses or other harmful programs or data, and refraining from engaging in illegal activities or violating other legal obligations.

57.2 In order to prevent liability towards third parties or limit its consequences, Supplier is always entitled to take measures in case of actions or omissions by or at the risk of the client. Upon the first written request from Supplier, the client shall promptly remove data and/or information from Supplier's systems; failing which, Supplier is entitled, at its choice, to either remove the data and/or information itself or render access impossible. Furthermore, Supplier is entitled to deny access to its systems to the client immediately and without prior notice if there is a breach or imminent breach of the provisions of Article 57.1. The foregoing does not affect any additional measures or the exercise of other legal and contractual rights by Supplier against the client. In such a case, Supplier is also entitled to terminate the agreement with immediate effect, without being liable to the client.

57.3 Supplier cannot be expected to form an opinion on the validity of third-party claims or the client's defense, or to be involved in a dispute between a third party and the client in any way. The client shall communicate with the relevant third party and provide Supplier with written and well-substantiated documentation.

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