Terms & Conditions

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Chapter 1. General Provisions

Article 1 Applicability of SpecifAi Parking Terms and Conditions

1.1 These SpecifAi Parking Terms and Conditions apply to all offers and agreements whereby SpecifAi Parking, hereinafter referred to as the 'Service Provider', delivers goods and/or services of any nature and under any designation to 'Client'.

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 Client'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. Service Provider and Client 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 Service Provider are non-binding, unless explicitly indicated otherwise in writing by Service Provider. Client is responsible for the accuracy and completeness of the data provided by or on behalf of them to Service Provider on which Service Provider'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 Service Provider are always in euros, and Client is required to make all payments in euros.

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

3.3 If Client 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 Service Provider for the fulfillment of the agreement.

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

3.5 If there is a periodic payment obligation on the part of Client , Service Provider 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 Service Provider's right to adjust prices or rates,  Service Provider is always entitled to adjust the applicable prices and rates in writing with a notice period of at least three months. If Client does not agree with such adjustment, Client 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 Service Provider will invoice Client for the agreed-upon services. Amounts due shall be paid by Client in accordance with the agreed or stated payment conditions on the invoice. Client is not entitled to suspend any payment or to set off any amounts owed. Service Provider applies the following payment terms, unless otherwise agreed:
a. Upon agreement, 75% of the start-up fee shall be invoiced to Client. The remaining 25% of the start-up fee will be invoiced upon the initial delivery of the agreed services or products.
b. Upon initial delivery, 100% of the monthly fee shall be invoiced to Client in advance.

3.7 If Client fails to pay the amounts due or does not pay them on time, Client shall owe  Service Provider statutory interest for commercial transactions on the outstanding amount without the need for a reminder or notice of default. If Client remains negligent in paying the claim after receiving a reminder or notice of default, Service Provider may assign the claim for collection, in which case Client 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 theService Provider.

3.8 If complete delivery of the service or product is not feasible, Service Provider may proceed with a partial delivery. From the date of partial delivery, Service Provider shall invoice Client a prorated portion of the monthly fee, based on the services and/or products provided.

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 term of the agreement commences upon signing by both parties and shall have a duration as specified in the agreement

.4.2 The duration of the agreement shall be extended for the duration of the originally agreed period, tacitly, unless Client or Service Provider 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  Client and Service Provider 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 suppService Provider ier 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 Service Provider. 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 Client acknowledges that the program software provided by Service Provider always has a confidential nature and contains trade secrets of Service Provider, 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 Client shall pay a reasonable compensation to Service Provider.

Article 6 Privacy and Data Processing

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

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

6.3 The responsibility for the data processed using a service provided by Service Provider lies entirely with Client. Client guarantees Service Provider that the content, use, and/or processing of the data are not unlawful and do not infringe upon any rights of third parties. Client shall indemnify Service Provider 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  Service Provider to provide a form of information security, that security shall comply with the written specifications on security agreed upon between the parties. Service Provider 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 Service Provider to Client are confidential and shall be treated as such by Client. They shall only be disclosed to authorized personnel within Client's organization. Service Provider is entitled to change assigned access or identification codes and certificates.

7.3 Client 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 Client remain the property of Service Provider until all amounts owed by Client to Service Provider under the agreement between the parties have been fully paid. A Client acting as a reseller may sell and pass on items subject to Service Provider'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 Service Provider.

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

8.4 Service Provider may retain received or realized data, documents, software, and/or data formats in the context of the agreement, despite an existing obligation to deliver or transfer, until Client has paid all amounts owed to Service Provider.

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 formats that are manufactured, delivered, or used in the context of the execution of the agreement shall transfer to Client at the moment they come into the actual control of Client or an auxiliary person of Client.

Article 10 Intellectual Property

10.1 If Service Provider 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 formats, equipment, or other materials developed for Client will transfer to Client , this does not affect the right or possibility of Service Provider 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 Service Provider's right to undertake developments similar or derived from those made for Client , for itself or a third party.

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

10.3 Client 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 formats, equipment, or materials.

10.4 Even if the agreement does not explicitly provide for it, the Service Provider is always allowed to implement technical measures to protect equipment, data formats, dashboards, provided software, software to which Client (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. Client shall not remove or circumvent such technical measures.

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

10.6 Client guarantees that no third-party rights oppose the provision of equipment, software, dashboard-related material, data formats, and/or other materials and/or designs to Service Provider, for the purpose of use, maintenance, processing, installation, or integration. Client indemnifies Service Provider 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 Service Provider is never obliged to perform data conversion, unless this is explicitly agreed upon in writing.

10.8 Service Provider shall at all times retain ownership of both the raw and processed data. Service Provider shall not provide this data to third parties without the express consent of Client. If personal data must be processed or exchanged for the execution of this agreement, the parties shall enter into a data processing agreement.

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. Client will always provide timely cooperation as reasonably required by Service Provider.

11.2 Client bears the risk of selecting the items, goods, and/or services to be supplied by Service Provider. Client always takes the utmost care to ensure that the requirements for the Service Provider'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 Service Provider, unless expressly stated otherwise by Service Provider.

11.3 If Client deploys staff and/or assistants in the execution of the agreement, this staff and these assistants shall possess the necessary knowledge and experience. If Service Provider's employees carry out work at Client's premises, Client shall provide timely and free of charge the necessary facilities, such as a workspace with computer and network facilities. Service Provider is not liable for damages or costs due to transmission errors, malfunctions, or unavailability of these facilities, unless Client 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. Client indemnifies Service Provider against claims from third parties, including employees of Service Provider, who suffer damage in connection with the execution of the agreement due to actions or omissions by Client or unsafe situations in its organization. Client shall communicate the applicable in-house and security rules to the employees deployed by Service Provider before commencement of the work.

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

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

11.7 Client 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 Service Provider to properly execute the agreement, Client shall promptly provide all data or information reasonably requested by Service Provider.

12.2  Client guarantees the accuracy and completeness of the data, information, designs, and specifications provided to Service Provider. If the data, information, designs, or specifications provided by Client contain recognizable inaccuracies, Service Provider shall inquire about this with Client.

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

12.4 Service Provider is only obligated to periodically provide information to Client about the progress of the work through the contact person designated by Client.

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 Service Provider 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 Service Provider has accepted the decisions in writing. Service Provider 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 Client guarantees that the individuals designated by them to be part of a project or steering committee are authorized to make binding decisions for Client.

Article 14 Deadlines

14.1 Service Provider 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 Service Provider or agreed upon between the parties shall be considered target dates, are non-binding on Service Provider, and are indicative in nature.

14.2 If there is a risk of exceeding any deadline, Service Provider and Client 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 - Service Provider will only be considered in default due to time overruns after Client 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 Service Provider to respond adequately.

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

14.5 Service Provider 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 Client 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 Client 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 Client and all obligations for cooperation and/or information provision by Client or a third party engaged by  Client are in all cases considered substantial obligations arising from the agreement.

15.2 If, at the time of termination, Client has already received performances for the execution of the agreement, these performances and the related payment obligations will not be subject to reversal, unless Client proves that Service Provider is in default with regard to the essential part of those performances. Amounts invoiced by Service Provider before termination in connection with what has been properly performed or delivered by Service Provider 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. Service Provider shall never be obligated to pay damages upon termination.

15.4 Client 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. Service Provider can also immediately terminate the agreement, in whole or in part, without any notice of default, if the decisive control over Client's enterprise changes, directly or indirectly. Service Provider is never obliged to refund any amounts received or to pay damages as a result of the termination as described in this article.

15.6 Termination of the agreement can only occur in writing and with a notice period of at least one month prior to the first day of the last calendar month of the term of this agreement, provided that termination is possible for the first time only after a period of six months from the start of the agreement.

Article 16 Service Provider's Liability

16.1 The total liability of Service Provider 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 Client, 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 Service Provider for direct damages, on any legal basis, exceed € 500,000 (five hundred thousand Euros).

16.2 The total liability of Service Provider 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 Service Provider's liability for indirect damages, consequential damages, lost profits, missed savings, diminished goodwill, damages due to business interruption, damages resulting from claims by Client's customers, damages related to the use of third-party goods, materials, or software prescribed by Client to Service Provider, and damages related to the involvement of third-party suppliers prescribed by Client to Service Provider is excluded. Also excluded is Service Provider'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 Service Provider 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 Service Provider.

16.6 Unless Service Provider's performance is permanently impossible, Service Provider's liability for an attributable breach of an agreement arises only if Client promptly issues a written notice of default to Service Provider, setting a reasonable period for the rectification of the deficiency, and Service Provider 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 Service Provider to respond adequately.

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

16.8 Client indemnifies Service Provider against all claims by third parties for product liability as a result of a defect in a product or system supplied by Client to a third party and that also included equipment, software, or other materials supplied by Service Provider, unless and insofar as Client 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 theService Provider 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 Service Provider shall include, among others: (i) force majeure of Service Provider's suppliers, (ii) the failure of suppliers prescribed by Client to Service Provider to fulfill their obligations properly, (iii) defects in goods, equipment, software, or materials of third parties prescribed by Client for use by Service Provider, (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 Client, Service Provider 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 Client according to the agreed-upon rates and, in the absence thereof, according to the customary rates of Service Provider. Service Provider 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, Service Provider shall inform Client 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 Client shall never sell, transfer, or pledge the rights and obligations that arise from the agreement to a third party.

19.2 Service Provider 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 Service Provider and Client 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 Service Provider provides services of any kind (whether or not further elaborated in one of the other chapters of these general terms and conditions) to Client.

Article 21 Execution

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

21.2 Service Provider 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 Service Provider .

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

21.4 Service Provider is not obligated to follow instructions from Client 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 Service Provider'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. Client will promptly inform Service Provider 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  Service Provider. Except for contrary evidence to be provided by Client, the availability measured by Service Provider shall be considered full proof.

Article 23 Back-up

23.1 If the service provision to Client under the agreement includes making backups of Client's data, Service Provider will, in accordance with the agreed-upon periods recorded in writing or, in their absence, at regular intervals, make a complete backup of Client's data in their possession. Service Provider 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 Service Provider. Service Provider will store the backup carefully.

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

23.3 The retention period for storing raw data in the data warehouse is seven years and one month. During the term of the maintenance agreement, this data will be archived and preserved. Client shall have access to data from up to five calendar years ago via Service Provider's portal; older data will be archived in the data warehouse.

23.4 Both the directly accessible data and the archived data will be securely stored in encrypted form. Service Provider shall ensure that data present in the database is securely encrypted and made available to Client.

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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 Service Provider 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 Service Provider to Client via the internet or another data network, without providing Client with a physical carrier containing the respective software.

Article 24 Execution of SaaS Service

24.1 Service Provider provides the SaaS service solely on behalf of Client. Client is not allowed to grant third parties access to the services provided by Service Provider in the field of SaaS.

24.2 If Service Provider performs activities related to Client'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 Client.

24.3 Service Provider may make changes to the content or scope of the SaaS service. If such changes result in changes to Client's existing procedures, Service Provider will inform Client as soon as possible, and any costs associated with these changes will be borne by Client. In such cases, Client 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 Service Provider bears the costs of these changes.

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

24.5 Service Provider 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 Service Provider is not obliged to provide Client with a physical carrier containing the software made available and maintained as part of the SaaS service.

Article 25 Warranty

25.1 Service Provider does not guarantee that the software provided and maintained as part of the SaaS service will be error-free and uninterrupted. Service Provider 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 Service Provider and the respective defects have been reported in detail in writing by Client . Service Provider may postpone the rectification of defects until a new version of the software is implemented. Service Provider does not guarantee that defects in software not developed by Service Provider will be rectified. Service Provider is entitled to implement temporary solutions, workarounds, or limitations in the software. If the software is developed on Client's request, Service Provider may charge Client for the costs of rectification according to its standard rates.

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

25.3 Service Provider 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), Client 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  Client. The Parties agree that Service Provider is a 'processor' within the meaning of the Personal Data Protection Act regarding the processing of personal data.

26.2 Service Provider 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 Service Provider and are borne by Client.

Article 27 Commencement of Service; Compensation

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

27.2 Client 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 Service Provider 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 Service Provider makes software available to  Client for use other than based on a SaaS service.

Article 28 Use and Use Restrictions

28.1 Service Provider shall provide the agreed computer programs and the agreed user documentation to Client 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 Service Provider and Client's right of use extend exclusively to the so-called object code of the software. Client'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 Client, even if Client is willing to pay a financial compensation.

28.3 Client 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, Client is entitled to use the software on other equipment with the same qualifications in case of equipment failure.

28.5 Service Provider may require that Client does not use the software until Client has obtained one or more codes required for use from Service Provider, its supplier, or the software producer. Service Provider 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. Client shall not remove or bypass technical measures intended to protect the software.

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

28.7 Client 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. Client 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 Client's benefit.

28.8 Upon request, Client shall promptly cooperate in an investigation conducted by or on behalf of Service Provider regarding compliance with the agreed usage restrictions. Client shall grant access to its premises and systems at the first request of Service Provider. Service Provider shall treat all confidential business information obtained in the context of an investigation at or from Client 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 Service Provider is not obligated to maintain the software and/or provide support to users and/or administrators of the software. If, contrary to the foregoing, Service Provider is asked to provide maintenance and/or support regarding the software, it may require Client to enter into a separate written agreement for this purpose.

Article 29 Delivery and Installation

29.1 Service Provider 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 Service Provider, or make the software available online to Client for delivery.

Article 30 Acceptance

30.1 If the parties have not agreed on an acceptance test, Client 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 Service Provider's obligations under the warranty scheme of Article 34. In this case, the software will be considered accepted by Client upon delivery or, if a written installation by Service Provider 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 Service Provider, and, in the case of wholly or partially customized software, the explicitly agreed functional or technical specifications in writing. An error exists only if Client can demonstrate it and it is reproducible. Client must promptly report errors. Service Provider 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 Service Provider is agreed, fourteen days after completion of the installation. During the testing period, Client is not allowed to use the software for productive or operational purposes. Client shall conduct the agreed acceptance test with qualified personnel and with sufficient scope and depth.

30.5 If an acceptance test is agreed, Client is obligated to verify whether the delivered software corresponds to the functional or technical specifications explicitly communicated in writing by Service Provider, 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 Service Provider 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 Client 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, Client shall report the test results to Service Provider in writing, in a clear, detailed, and understandable manner, no later than the last day of the testing period. Service Provider 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 Client 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 Service Provider'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 Service Provider being discharged from its obligations concerning the provision and delivery of the software, and, if the installation of the software by Service Provider is also agreed, from its obligations concerning the installation. Acceptance of the software does not affect Client's rights under Article 30.8 regarding minor defects and Article 34 regarding the warranty.

Article 31 Provision

31.1 Service Provider will provide the software to Client within a reasonable period after the conclusion of the agreement.

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

Article 32 Usage Fee

32.1 The payment for Client'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 Service Provider 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 Service Provider 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, Client is not entitled to modify the software in whole or in part without the prior written consent of Service Provider. Service Provider is entitled to refuse its consent or to attach conditions to it. Client assumes full risk for all modifications made by or on behalf of Client by third parties, whether or not with the consent of Service Provider.

Article 34 Warranty

34.1 Service Provider shall use its best efforts to rectify errors within a reasonable period if they are reported to Service Provider 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. Service Provider 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 Client'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 Service Provider may charge the costs of rectification in accordance with its customary rates if there are user errors or improper use by Client or other causes not attributable to Service Provider. The obligation to rectify shall expire if Client 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 Service Provider. Service Provider is entitled to implement temporary solutions, workarounds, or problem-avoidance limitations in the software.

34.4 Service Provider is never obliged to rectify mutilated or lost data.

34.5 Service Provider 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 Service Provider provides third-party software to Client, the (license) terms and conditions of those third parties shall apply between Service Provider and Client 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 Client in writing by the supplier and those terms and conditions have been provided to Client before or upon conclusion of the agreement. In deviation from the previous sentence, Client cannot invoke supplier's failure to comply with the aforementioned information obligation, if Client 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 Client and Service Provider, 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 Service Provider designs and/or develops software and/or a dashboard for the benefit of Client, 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 Service Provider 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 Service Provider 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 Client. Before commencing the development activities, Service Provider may require Client 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. Client accepts the risk that the software and/or dashboards may not necessarily conform to all specifications. Client shall ensure a continuous, active, and organizationally supported contribution and cooperation of relevant end-users, particularly concerning testing and decision-making. Client guarantees that its personnel in key positions, as named, possess the necessary decision-making authority for those positions. Client 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 Client in accordance with the project approach inherent to the relevant development method, Service Provider 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. Client 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, Service Provider is not obligated to rectify errors, unless expressly agreed upon otherwise in writing.

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

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

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

36.8 The obligations of Service Provider 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, Service Provider is also required to provide maintenance and/or support, Service Provider may require Client to enter into a separate written agreement for this purpose. These services will be invoiced separately at Service Provider'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 Service Provider is obligated under the agreement to 'host' the software and/or dashboards on its own computer system for Client, Service Provider shall deliver the dashboards on an information carrier and in a form determined by Service Provider , or make the dashboards available online to Client 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 Service Provider makes the software and/or dashboards developed at the request of Client and the corresponding user documentation available to Client 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 Client, in which case Client shall be entitled to make changes to the software.

38.3 Service Provider 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 Client, the limitations on the right to use the software and/or dashboards referred to in Article 38.4 do not apply to Client.

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 Client, any installation services, and any modification and/or maintenance of the software required by Client. 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 Service Provider does not guarantee that the dashboards developed by Service Provider work well in conjunction with all types or new versions of web browsers and any other software. Service Provider 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 Service Provider designs and/or develops software and/or dashboards for the benefit of Client, and if applicable, installs the software and/or dashboards.

Article 41 Maintenance Services

41.1 If agreed upon, Service Provider 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 Client shall report identified software errors in detail. Upon receiving the report, Service Provider 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 Service Provider's version and release policy, the results shall be provided to Client in the manner and within the timeframe determined by Service Provider. Service Provider is entitled to apply temporary solutions, program workarounds, or problem-avoidance limitations in the software. Client 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 Service Provider performs maintenance online, Client shall timely provide a proper infrastructure and network facilities.

41.5 Client shall provide all cooperation requested by Service Provider 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 Service Provider to Client, and if Service Provider deems it necessary or desirable for maintenance, Client shall, upon Service Provider's request, make available the source code and technical (development) documentation of the software, including models, designs, change logs, etc. Client warrants its entitlement to such provision. Client grants Service Provider 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 Service Provider's maintenance does not absolve Client of its responsibility for software management, including configuring settings and how the results of software use are deployed. Client 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 Service Provider's discretion.

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

42.3 Service Provider may require Client to enter into a separate written agreement and pay additional compensation for providing a version with new functionality. Service Provider 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. Service Provider is not obliged to maintain, modify, or add specific features or functionalities of the software for Client.

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

43.2 If Service Provider's service under the agreement also includes providing standby services, Service Provider shall keep one or more staff members available during the days and times specified in the agreement. In such cases, in emergencies, Client is entitled to request support from the available staff members if there is a severe malfunction in the functioning of the software. Service Provider 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 Client 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 Service Provider 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 Client and the cooperation of Client and relevant third parties. Unless otherwise agreed in writing, Service Provider will therefore not commit in advance to a specific duration for the assignment.

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

45.3 The use made by Client of advice and/or consultancy reports provided by Service Provider is always at Client'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 service provider lies entirely with Client, without prejudice to Service Provider's right to provide counter-evidence by all means.

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

Article 46 Reporting

46.1 Service Provider will periodically inform the Client about the progress of the work in the manner agreed upon in writing. Client 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 Client wants to address, Client's priorities, availability of Client's resources and personnel, and special or possibly unknown facts or circumstances for Supplier. Client will ensure the further dissemination and awareness of the information provided by Supplier within Client'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 Service Provider 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 Service Provider provides one or more employees to Client for the purpose of working under the supervision and direction of Client.

Article 48 Secondment Services

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

48.2 Client may only assign the provided employee to tasks other than those agreed upon if Service Provider has given prior written consent.

48.3 Client 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 Service Provider 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, Service Provider is always entitled, after consulting with Client, to replace this person with one or more individuals with the same qualifications.

48.5 Client 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 Client notifies Service Provider 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. Service Provider will promptly and with priority address such a request. Service Provider does not guarantee that a replacement will always be possible. If replacement is not possible or not promptly possible, Client's claims for further performance of the agreement, as well as all claims of Client due to non-performance of the agreement, will lapse. Client'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 Client. Client ensures that the working and resting times and the working hours comply with relevant laws and regulations.

50.2 Client will inform Service Provider about any intended (temporary) closure of its company or organization.

50.3 Client is responsible for complying with the relevant laws and regulations concerning the safety of the workplace and working conditions towards Service Provider and the provided employee.

Article 51 Overtime Compensation and Travel Time

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

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

Article 52 Liability for In-Hiring and Other Liability

52.1 Service Provider 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 Client. Service Provider indemnifies Client from all claims from the tax authorities or the agencies for the implementation of social insurance legislation that are due to the agreement with Client, under the condition that Client promptly informs Service Provider 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 Service Provider. For this purpose, Client will provide the necessary powers of attorney, information, and cooperation to Service Provider to defend against these claims, if necessary on behalf of Client.

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

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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 Service Provider 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 Service Provider.

53.2 Client 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 Client's obligations under the agreement. Client is allowed to replace a participant for a training with another participant after obtaining prior written consent from Service Provider.

53.3 If the number of registrations gives reason for it according to Service Provider's judgment, Service Provider is entitled to cancel the training, combine it with one or more other trainings, or reschedule it for a later date or time. Service Provider 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 Client or participants are governed by the usual rules of Service Provider. 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 Client has under the agreement.

Article 54 Implementation of Training

54.1 Client accepts that Service Provider determines the content and depth of the training.

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

54.3 If Service Provider uses its own equipment or software in the execution of the training, Service Provider does not guarantee that this equipment or software is free from errors or functions without interruptions. If Service Provider conducts the training at Client's location, Client 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 Client 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 Service Provider may require Client to pay the applicable fees before the start of the training. Service Provider may exclude participants from participating if Client has failed to ensure timely payment, without prejudice to any other rights of Service Provider.

55.2 Unless Service Provider expressly indicates that the training is exempt from VAT within the meaning of Article 11 of the Value Added Tax Act 1968, Client is also liable for VAT on the fee. After entering into the agreement, Service Provider 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 Service Provider provides services, under any name, in the field of hosting and related services.

Article 56 Hosting Services

56.1 Service Provider will provide the hosting services as agreed upon with Client.

56.2 If the agreement involves providing disk space or equipment, 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 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 Client cannot be transferred to a subsequent period. In case of exceeding the agreed-upon maximums, Service Provider will charge an additional fee in accordance with the customary rates.

56.3 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, Client will independently install, configure, parameterize, fine-tune, and, if necessary, modify the equipment, other software, and usage environment, and achieve desired interoperability. Service Provider 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 Service Provider may temporarily suspend the hosting service, either partially or entirely, for preventive, corrective, or adaptive maintenance. Service Provider will not prolong the suspension longer than necessary, if possible outside office hours, and initiate it after consultation with Client, depending on the circumstances.

56.6 If, as part of the agreement, Service Provider provides services related to a domain name for Client, such as application, renewal, transfer, or assignment to a third party, Client must comply with the rules and procedures of the relevant entities. Upon request, Service Provider will provide a written copy of those rules to Client. Service Provider expressly disclaims responsibility for the accuracy or timeliness of the service or the attainment of Client's intended results.  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 Service Provider. Service Provider does not guarantee the assignment of a desired domain name to Client.

Article 57 Notice and Take Down

57.1 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, Service Provider is always entitled to take measures in case of actions or omissions by or at the risk of Client. Upon the first written request from Service Provider, Client shall promptly remove data and/or information from Service Provider's systems; failing which, Service Provider is entitled, at its choice, to either remove the data and/or information itself or render access impossible. Furthermore, Service Provider is entitled to deny access to its systems to 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 Service Provider against Client. In such a case, Service Provider is also entitled to terminate the agreement with immediate effect, without being liable to Client.

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

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