General terms and conditions
Virtual Computing

ICTWaarborg General Terms and Conditions - B2B

Version September 2020

These General Terms and Conditions govern the legal relationship between the Contractor and its clients. The
General Terms and Conditions are divided into various modules, which are geared to the various forms of business service
business services that participants of ICTWaarborg can offer, namely:

Module A. General
Module B. Development (web) applications
Module C. Hosting / SaaS
Module D. Hardware
Module E. Telecom
Module F. Secondment
Module G. Hardware rental
Module H. Maintenance and Support
Module I. Consultancy and Training

In this version of the general terms and conditions for Virtual Computing BV, only the following modules are included
that apply to this contract.
Module A. General 3
Module C. Hosting / SaaS 12
Module E. Telecom 15
Module H. Maintenance and Support 18

If a specific module applies, it shall take precedence over the General Module. Insofar as the General
applicable provisions from specific modules, the general section will always apply as well.
applicable. The definitions of capitalised terms apply to all modules.

Definitions

In these General Terms and Conditions, the following terms shall have the following meanings:

• Acceptance test: is a (limited) obligatory test effort to be made by Customer in order to complete the Project.
  Completion of the Project.
• General Terms and Conditions: these terms and conditions, which have a modular structure.
• Service: the performance to be provided by Contractor, including the development and/or maintenance of software
  applications, software, etc. The Agreement specifies the Services concerned and these General Terms and Conditions
  These General Terms and Conditions contain further rules for specific Services.
• Defect: failure to meet the Specifications.
• User: the (end) user who uses the Service/Project provided by Provider for the benefit of Principal.
  Service/Project provided by Provider on behalf of Principal.
• Hardware: equipment supplied by Provider to Principal.
• Materials: for example (web) applications, software, advice or reports.
• Employee: an employee, freelancer or self-employed person without personnel or an auxiliary person hired by the Contractor from a third party.
  third party hired by Contractor, who is deployed by Contractor for the benefit of Principal or performs work.
  perform work.
• Module: a module of these General Terms and Conditions containing provisions relating to a specific
  a specific field of activity.
• Principal: the natural person or legal entity with whom Contractor has entered into an Agreement.
  Contractor has entered into an Agreement. Also meant is the person who enters into negotiations with the Contractor in this respect, as well as his
  his representative(s), authorised representative(s), legal successor(s) and heirs.
• Contractor: Virtual Computing BV, established in Oisterwijk and registered with the Chamber of Commerce
  under number 52527468 and a participant in the trade association ICTWaarborg.
• Agreement: the agreement between Provider and Principal.
• Force majeure: a shortcoming that cannot be attributed to the debtor if it is not due to his fault, nor for his account pursuant to law, legal act or generally accepted practice.
  debtor, if it is not due to his fault, nor for his account pursuant to law, legal action or generally accepted practice.
• Project: the work that the Contractor is to perform for the Client, as described in the
  described in the offer and/or in the Agreement.
• Project management system: electronic system that can be used for managing the Project and for communication between the
  for communication between the Contractor and the Principal about the execution of the Agreement.
• Results: the results of the work performed by the Contractor under the Agreement.
• Written: for the purposes of these General Terms and Conditions, written also includes email and communication by fax, provided that the identity of the sender and the integrity of the message are
  the identity of the sender and the integrity of the message has been sufficiently established.
• Specifications: the functional and technical description of the Project.
• Website: http://www.virtualcomputing.nl

Identity of the Contractor

Name (Contractor): Virtual Computing BV
Acting under: Virtual Computing BV
Branch address: Laarakkerweg 6A
5061JR Oisterwijk
Postal address: Laarakkerweg 6A
5061JR Oisterwijk
Phone number: 0137110324
E-mail address: info@virtualcomputing.nl
VAT number: NL850485885B01
Chamber of Commerce number: 52527468

Module A. General

Article A.1. Quotation, offer and acceptance

• A.1.1 A quotation prepared by the Contracted Party is free of obligation and valid for 14 days from the date of the quotation by the
  Contractor, unless stated otherwise in the quotation.
• A.1.2 The customer should preferably accept the quotation in writing, but if the customer accepts or creates the impression of accepting it in any other way than in writing, the quotation may be regarded by the
  otherwise than in writing or creates the impression of doing so, the quotation may be regarded as having been accepted by the Contracted Party.
  accepted.
• A.1.3 Terms and conditions of the customer which deviate from, or are not contained in, these general terms and conditions of
  A.1.3 Provisions or conditions of the Customer that deviate from, or do not appear in, these General Terms and Conditions are only binding on the Contractor if and insofar as they have been
  expressly accepted in writing by Contractor.
• A.1.4 Without prejudice to the right of the Contractor to withdraw the offer pursuant to article 1, clause 1, the Agreement
  1, the Agreement may only be changed after acceptance by mutual consent. In the event of
  In the event of conflict between the provisions of the following documents, the following order of priority will apply:
  - 1. the Agreement;
  - 2. any appendices, with the exception of brochures;
  - 3. these General Terms and Conditions;
  - 4. any additional conditions, with the exception of brochures.

Article A.2. Implementation of the Project & Provision of Information

• A.2.1 After formation of the Agreement, the Contracted Party will execute the Project as soon as possible in accordance with the
  in accordance with the quotation, taking account of the Customer's reasonable wishes.
  The Contractor shall make every effort to perform the Project to the best of its ability, exercising due care and expertise.
  diligence and professionalism. The Principal is obliged to make a timely and correct execution of the Project possible.
  make a timely and proper execution of the Project possible. In particular, the Principal shall ensure that all information that the
  Contractor indicates that it is necessary or that the Principal should reasonably understand to be necessary
  that the Principal should reasonably understand to be necessary for the fulfilment of the Project, are provided to the Contractor in a timely manner.
  provided to Contractor in a timely manner. The necessary input by Principal shall be provided with sufficient quality and timeliness.
  provided. This applies both to the support to be provided by the contact persons and to the planned deployment of project
  project staff within the project activities to be performed.
• A.2.2 If the Customer fails to do the above, the Contracted Party will be entitled to charge extra costs and it is possible that the Project will be delayed.
  and it is possible that the Project will be delayed. Any delay of the Project, caused by
  Principal shall be reported through the project management system or, if there is no project
  project management system has been deployed for the Project, by e-mail or, in the absence of functioning
  e-mail correspondence, in another Written form. Should this situation occur, the Contractor shall
  Contractor shall inform the Principal of any additional costs to be charged.

Article A.3. Duration, termination and dissolution

• A.3.1 The Agreement shall be deemed to have been terminated when the performances arising therefrom have been reciprocally
  delivered.
• A.3.2 Contrary to clause 3.1, agreements relating to services shall be tacitly renewed on a monthly basis after the expiry of the term.
  A.3.2 In deviation from Article 3.1, Agreements relating to services shall be automatically renewed on a monthly basis after the expiry of the term. Termination of such Agreements shall take place in writing.
• A.3.3 Delivery periods stated by the Contractor are always indicative.
  Even in the event of an agreed deadline, the Contractor will not be in default until the Principal has given him written notice of default, except in the case of mandatory situations prescribed by law in which a deadline has been exceeded.
  written notice of default, except for the situations prescribed by mandatory law in which the default
  situations prescribed by law in which default occurs by operation of law.
• A.3.4 In the event that the customer fails to fulfil any of his obligations under the Agreement, the
  Contractor has the right to suspend the performance of all Agreements concluded with the Client in question without requiring any notice of default or judicial intervention and without prejudice to the
  A.3.4 In the event that the Customer fails to fulfil any obligation under the Agreement, the Contractor is entitled to suspend the performance of all Agreements concluded with the Customer concerned without requiring any notice of default or judicial intervention and without prejudice to the
  Contractor's right to compensation for damage, loss of profits and interest, unless the non-performance in question is of minor significance.
  minor importance.
• A.3.5 The customer is obliged to comply with all relevant legislation and the obligations arising from related regulations.
  A.3.5 The customer is obliged to comply with all relevant legislation and the obligations arising from related regulations.
• A.3.6 The contractor is authorised to terminate all or part of the agreement with immediate effect, without judicial intervention, if he so wishes.
  intervention, in writing and without any obligation to pay compensation or indemnification, or to dissolve the agreement.
  to suspend it, if:
  • Client does not comply with the obligations under the Agreement, or does not do so fully or on time;
  • After the conclusion of the Agreement, circumstances become known to Contractor which give him good reason to fear that Principal will not fulfil his obligations.
    give Contractor good reason to fear that Principal will not fulfil his obligations;
  • Client was requested to provide security for the fulfilment of his obligations under this Agreement when it was entered into and this security is not provided or insufficient; Client is not obliged to provide any security.
    obligations under this Agreement and this security is not provided or is insufficient;
  • due to the delay on the part of Principal, Contractor can no longer be required to fulfil the Agreement at the original agreed conditions
    that he can fulfil the Agreement on the originally agreed conditions;
  • Client dies, applies for a moratorium or files for bankruptcy;
  • the Client's bankruptcy is granted;
  • the Client's activities are shut down or liquidated;
  • any part of the Client's assets are seized;
  • circumstances arise of such a nature that performance of the Agreement becomes impossible or unaltered maintenance of the Agreement is
    become impossible or that the unaltered maintenance of the Agreement cannot reasonably be required of Contractor.
    Contractor can reasonably not be required to maintain the Agreement unaltered.

Octrooibureau Novopatent shall never be obliged to refund monies already received or to pay damages for termination in the event of the Client's bankruptcy, the Client's application for a suspension of payments or filing for bankruptcy.
of funds already received or to pay damages.

• A.3.7 If the Agreement is dissolved, the claims of the contractor against the customer will be immediately due and payable.
  immediately due and payable. If the Contractor suspends performance of the obligations, it will retain its claims under the law and the Agreement.
  its claims under the law and the Agreement.
• A.3.8 If the dissolution is attributable to the customer, the contractor will be entitled to compensation for the
  the damage caused directly and indirectly as a result.

Article A.4. Procedure after termination

• A.4.1 The parties are mutually obliged, upon termination of the Agreement, to return without delay to the other party any property of which the other party is the owner or entitled thereto and which is in the possession of one of the parties.
  Party is the owner or rightful claimant and which is in the possession of one Party, shall forthwith return to the possession of the other Party.
  the other Party. Certain goods, such as data (carriers), may also be erased or destroyed instead of being
  of being returned, if the entitled party has given its consent to this in writing.
• A.4.2 All data provided or entered by the contractor will at all times remain the property of the
  Contractor at all times. The customer will only receive a non-exclusive, transferable licence, which is required for the
  performance of the Agreement.

Article A.5. Prices

• A.5.1 Prices are exclusive of turnover tax (VAT) and other government levies.
  imposed by the government.
• A.5.2 If a price in an offer is based on data provided by the customer and these data prove to be incorrect, the
  appears to be incorrect, the Contractor will be entitled to adjust the prices to the prices reasonably associated with the correct data, even after the Agreement has already been concluded.
  correct data, even after the Agreement has already been concluded.
• A.5.3 All prices mentioned in the offer of the contractor are subject to typing and calculation errors.
• A.5.4 The contractor shall be entitled to change the prices from time to time. Changes will be announced in writing to the Client at least 30
  days beforehand and in writing to the Principal. Price increases of 3% or less may
  A.5.5 Price increases of 3% or less may be made by the Contractor, without the approval of the Principal, no more than once per year in the month of
  January. In the event of price increases of more than 3%, the Client will have the right to terminate the Agreement
  In the event of price increases in excess of 3%, the Client will have the right to terminate the Agreement as of the date on which the new prices will take effect.

Article A.6. Terms of payment

• A.6.1 The contractor shall send the customer an invoice for the amount payable by the customer.
  Customer. If the Project is delivered in phases, the Contractor is entitled to invoice for each phase delivered
  monthly or on the basis of hours worked (at the discretion of the Contractor). The
  The term of payment of an invoice is 14 days after the date of the invoice, unless otherwise agreed between
  between Octrooibureau Novopatent and the Client.
• A.6.2 If the customer fails to pay in full and on time, he will be in default by operation of law as from 30 days after the payment deadline, without notice of default being required.
  in default by operation of law without notice of default being required. If an amount due is not paid within the
  If an amount due is not paid within the term of payment, a contractual interest of 2% per month and €15,- administration costs are due over the outstanding amount.
  15,- administrative costs shall be due without further notice of default by Octrooibureau Novopatent.
• A.6.3 In the event of late payment, the customer will be liable, in addition to the amount due and the interest thereon, for
  A.6.3 In the event of late payment, the Customer will be obliged, in addition to the amount due and the interest due thereon, to pay in full both extrajudicial and judicial collection costs,
  including the costs of lawyers, bailiffs and debt collection agencies.
• A.6.4 The claim for payment shall become immediately due and payable in the event that the customer is declared bankrupt, requests a suspension of payments, dies and furthermore, if the customer goes into liquidation, the claim for payment shall be immediately due and payable.
  declared bankrupt, applies for a suspension of payments, the customer dies and furthermore, if the customer goes into liquidation
  is dissolved or if the bankruptcy is granted.
• A.6.5 In the above cases, the contractor is also entitled to terminate or suspend performance of the Agreement or any part thereof not yet performed without notice of default or judicial intervention.
  A.6.5 In the above cases, the Contractor also has the right to terminate or suspend performance of the Agreement or any part thereof not yet performed without notice of default or judicial intervention, without the
  A.6.5 The Contractor will also be entitled to terminate or suspend performance of the Agreement or any part thereof not yet performed without notice of default or judicial intervention, without the Customer thereby acquiring any right to compensation.

Article A.7. Additional work

• A.7.1 If the wishes of the customer, which the contractor can reasonably regard as amendments or additions to the
  additional to the provisions of the quotation or the Agreement (which includes a delay or
  including a delay or overrun with regard to the Project which can be attributed to the Customer), the amount of work to be
  the amount of work to be performed by the Contractor under this Agreement increases, there will be contract extras.
  in which case there will be question of additional work.
• A.7.2 If the Contractor is of the opinion that additional work is involved, he shall report this to the Principal as soon as possible and request written approval for the
  As soon as possible, the Contractor shall notify the Principal and request written approval for the performance of the proposed
  A.7.2 If the Contractor is of the opinion that additional work is involved, it shall report this to the Principal as soon as possible and request written approval for the performance of the proposed additional work and the offer made by the Contractor for this, including the delivery period.
• A.7.3 The customer shall always decide on the proposed additional work within five (5) working days. The
  activities that will be performed within the framework of the accepted additional work shall be laid down in writing and
  written and approved by both parties.
• A.7.4 The customer is responsible for any postponement of the delivery deadlines specified in the original
  customer himself.
• A.7.5 The provisions of these general terms and conditions apply to all additional work to be carried out by the
  A.7.5 The provisions of these General Terms and Conditions apply to all additional work to be performed by the Contractor, in so far as the parties have not agreed otherwise.

Article A.8. Liability

• A.8.1 The liability of the Contractor for direct damage suffered by the Principal as a result of
  A.8.1 The Contractor's liability for direct damage suffered by the Client as a result of an attributable failure on the part of the Contractor to fulfil its obligations under the
  Agreement, which expressly includes any failure on the part of the Contracted Party to fulfil a guarantee
  Agreement with the Client, or by unlawful conduct on the part of the Contracted Party, the Contracted Party's employees or any of the
  Contractor, his employees or third parties engaged by him, is limited per event or a series of related events to an amount of
  or a series of related events is limited to an amount equal to the annual payments owed by the Client under this
  under this Agreement per year (exclusive of VAT). In no event, however, will the total compensation for
  direct loss will exceed EUR 25,000 (exclusive of VAT).
• A.8.2 The total liability of the contractor for damage resulting from death or bodily injury or for material damage to
  A.8.2 The Contractor's total liability for damage resulting from death or physical injury or for material damage to goods will in no event exceed EUR 500,000 per damaging event, whereby a series of related events is regarded as one event.
  A.8.2 The total liability of the Contractor for damage resulting from death or physical injury or material damage to goods will in no event exceed EUR 500,000 per damage-causing event, whereby a series of related events will be regarded as one event.
• A.8.3 The contractor's liability for indirect damage, including consequential damage, loss of profit, loss of savings, mutilation or loss of (business) data and damage due to business interruption, is limited to the amount of the damage incurred.
  A.8.3 The Contractor's liability for indirect loss, including consequential loss, loss of profits, lost savings, mutilation or loss of (business) data and damage due to business interruption, is excluded,
  is excluded.
• A.8.4 Other than in the cases referred to in paragraphs 1 and 2 of this article, the
  liability for damage, regardless of the grounds on which any action for damages would be based.
  based on. The exclusions and limitations referred to in this article will cease to apply if and insofar as the
  The exclusions and limitations referred to in this article shall cease to apply if and insofar as the damage is the result of intent or deliberate recklessness on the part of Octrooibureau Novopatent's management.
• A.8.5 The liability of the contractor for attributable failure to perform the Agreement will only arise if the customer immediately gives the contractor notice of default in writing.
  A.8.5 The Contractor's liability on account of attributable failure to perform the Agreement will only arise if the Principal immediately gives the Contractor notice of default in writing,
  8.5 The Contractor's liability on account of attributable failure to perform the Agreement will only arise if the Principal immediately gives the Contractor notice of default in writing, stating a reasonable period in which to remedy the failure, and if the Contractor continues to fail attributably in the performance of its obligations even after that period.
  continues to fail imputably in the fulfilment of its obligations after that period. The notice of default must contain a
  description of the breach in as much detail as possible, so that the Contractor is able to
  able to respond adequately.
• A.8.6 The existence of any right to compensation is always conditional upon the customer reporting the damage, in writing, to the
  A.8.6 For any right to compensation to arise, it is always a condition that the Principal reports the damage, in writing, to the Contractor within 30 days of its occurrence.
• A.8.7 The customer will indemnify the contractor against all claims from third parties in respect of liability arising from a
  A.8.7 Principal shall indemnify Contractor against all claims from third parties for liability as a result of a Defect in the Project/Service which was supplied by Principal to a third party and which also consisted of goods, materials or results delivered by
  materials or results supplied by Contractor, except if and to the extent that Principal proves that the damage was caused by a defect in the Project/Service.
  Customer proves that the damage was caused by those items, Materials or results. Principal
  also indemnify the Contractor against claims concerning the non-observance of licenses by the Client and/or third parties (including Users) who are subject to the law of the Netherlands.
  and/or third parties (including Users) for which the Client is responsible.
• A.8.8 Liability of the Contractor for failures in products and Services of third parties,
  including software and software, is excluded.

Article A.9. Malfunctions and force majeure

• A.9.1 Neither party can be held to fulfil any obligation if a circumstance beyond the control of the parties
  A.9.1 Neither party can be obliged to fulfil any obligation if a circumstance beyond the control of the parties, which could not or should not have been foreseen at the time of
  9.1 Neither party can be held to fulfil any obligation if a circumstance beyond the control of the parties which could not or should not have been foreseen when the Agreement was concluded nullifies any reasonable possibility of fulfilment. The parties may only invoke Force Majeure against each other
  The parties can only invoke force majeure against each other if the party in question, as soon as possible after the occurrence of the shortcoming, submits
  Party notifies the other Party in writing of such a claim of force majeure as soon as possible after the occurrence of the shortcoming, submitting the necessary evidence.
  Force majeure.
• A.9.2 The circumstances referred to in paragraph 1 may include: (a) failures of the Internet or other telecommunications facilities
  other telecommunications facilities, (b) failures by parties on which the Contractor depends for the provision of the Services, (c) the defectiveness of items, equipment, software or Materials
  the provision of the Services, (c) defects in items, equipment, software or Materials the use of which has been made available to the Contractor by the Client.
  (c) defectiveness of items, equipment, software or Materials of which the Client has prescribed the use by the Contractor, (d) the unavailability of one or more staff members (due to
  (d) the unavailability of one or more members of staff (due to illness) and (e) government measures.
• A.9.3 In the event of Force Majeure, the performance of the relevant obligation(s) and any related obligation(s) shall be suspended in whole or in part for the duration of such Force Majeure, without the parties being held liable,
  9.3 In the event of Force Majeure, the performance of the obligation(s) in question and the related obligations shall be suspended in full or in part for the duration of such Force Majeure, without the parties being obliged to pay any compensation in this respect.
  parties are mutually obliged to pay any compensation in this regard. The parties may only invoke Force Majeure against each other
  The parties can only invoke Force Majeure with respect to each other if the party in question, as soon as possible after the occurrence of the shortcoming, complies with the following conditions
  The parties may only invoke force majeure against each other if the party in question notifies the other party in writing of such a
  the other party in writing of such a claim of force majeure.
• A.9.4 In the event of Force Majeure, the party invoking the Force Majeure shall make every effort to ensure that the shortcoming, which is
  A.9.4 In the event of Force Majeure, the party that has invoked the Force Majeure shall endeavour to ensure that the failure discharged by the Force Majeure is of the shortest possible duration.
• A.9.5 If a situation of force majeure has lasted for thirty (30) days, or as soon as it is determined that the situation of force majeure will
  A.9.5 If a situation of force majeure has lasted for thirty (30) days, or as soon as it is established that the situation of force majeure will last for longer than three months, either party shall be entitled to dissolve the
  A.9.5 If a situation of force majeure has lasted for thirty (30) days, or as soon as it is established that the situation of force majeure will last for more than three months, each of the parties is entitled to dissolve the Agreement in writing, unless the nature or scope of the failure does not justify the premature termination.
  What has already been performed under the Agreement shall in that case be settled proportionately,
  The parties shall not owe each other anything else.

Article A.10. Intellectual property rights

• A.10.1 All intellectual property rights on all Materials developed or made available in the context of the Project are vested exclusively in
  made available in connection with the Project shall be held exclusively by Contractor or its licensors.
• A.10.2 The customer will only receive the rights of use and powers explicitly granted in these general terms and conditions, the Agreement or otherwise in writing, and for the rest the customer will not be entitled to any compensation.
  A.10.2 The Customer will only acquire the rights of use and powers explicitly granted in these General Terms and Conditions, the Agreement or otherwise in writing, and for the rest the Customer will not reproduce or publish the software
  A.10.2 The Customer will only acquire the user rights and powers explicitly granted in these General Terms and Conditions, the Agreement or otherwise in writing, and for the rest the Customer will not reproduce or publish the software, Services or other Materials.
• A.10.3 The customer is not permitted to remove or change any indication concerning copyrights, brands, trade names or other
  A.10.3 Client is not permitted to remove or change any indication concerning copyrights, brands, trade names or other rights of intellectual property from the Materials, including indications regarding the
  A.10.3 Customer is not permitted to remove or change any indication concerning copyrights, brands, trade names or other intellectual property rights from the Materials, including indications concerning the confidential nature and secrecy of the Materials.
• A.10.4 The Contractor is permitted to take technical measures, such as passwords or encryption, to protect the Materials.
  A.10.4 Contractor is permitted to take technical measures, such as passwords or encryption, to protect the Materials. If Contractor has secured the Materials by means of technical
  the Materials by means of technical protection, Principal is not allowed to remove or circumvent this protection.
  circumvent those safeguards.
• A.10.5 Any use, reproduction or disclosure of the Materials beyond the scope of the Agreement or
  Agreement or rights of use granted, infringes the intellectual property of the Contractor or its licensors.
  Contractor or its licensors.
• A.10.6 The customer will pay the contractor an immediately due and payable penalty of 5,000 euros for each act of infringement and 25,000 euros for each deliberate act of infringement.
  25,000 euros for each act of infringement committed intentionally, without prejudice to the Contractor's right to obtain compensation for the damage caused by the infringement or to take other legal action.
  Contractor to compensate its damage caused by the infringement or to take other legal measures in order to have the
  in order to have the infringement terminated and/or to recover the damage. After the expiry of one working day after
  After the lapse of one working day after the Contractor has notified the Principal of an infringement, the Principal will also owe a penalty of
  5,000 euros for each day that the breach is not terminated.

Article A.11. Processing of personal data

• A.11.1 If the Contractor will be processing personal data in the performance of the Services, the
  General Data Protection Regulation ("AVG") requires the Contractor and the Client to enter into undertakings
  with regard to the processing to be performed by the Contractor, which offer safeguards with regard to the technical
  regarding the technical and organisational security measures relating to the processing to be carried out.
  processing to be carried out. In the absence of a further, separately agreed 'processor's agreement', the provisions of this article shall apply as the
  provisions in this article shall apply as the obligations referred to in the AVG.
• A.11.2 The contractor will only process the personal data under the authority of the customer and exclusively for the
  for the performance of the Services, for as long as the Agreement continues. In this connection, the Principal is to be
  In this connection, the Principal is to be considered the data controller and the Provider the processor.
• A.11.3 The personal data of data subjects that may be processed by the Contractor in the context of the Services are set out in more detail in the Agreement.
  A.11.3 The personal data of data subjects that may be processed by the Contractor in the context of the Services are set out in more detail in the Agreement.
• A.11.4 If these general terms and conditions or the Agreement refer to provisions of the Wbp, the corresponding provisions of the General
  from the Wbp, as of 25 May 2018 the corresponding provisions in the General Data
  Data Protection Act ("AVG").
• A.11.5 The contractor shall make every effort to take appropriate technical and organisational measures with regard to the
  A.11.5 The contractor will make every effort to take appropriate technical and organisational measures with regard to the processing of personal data and will
  meet a level that, given the state of the art, the sensitivity of the personal data and the costs involved in making the security arrangements, is not
  and the costs involved in taking the security measures are not unreasonable.
• A.11.6 The contractor guarantees that everyone acting under the authority of the contractor, insofar as they have access to personal
  has access to personal data originating from the Principal, will only process these data on the instructions of the Principal, unless there are deviating legal obligations.
  Principal, subject to deviating legal obligations.
• A.11.7 The contractor may process the personal data in countries within the European Union. Client
  also gives the Contractor permission to process personal data outside the European Union.
  Processing outside the European Union will only take place in compliance with the applicable legislation. On request of Principal, Provider shall inform Principal in which countries,
  outside the European Union, it will process the personal data.
• A.11.8 The customer hereby authorises the contractor to use a third party to process personal data for the
  performance of the Services, in compliance with the applicable laws and regulations.
  regulations. The Contractor will ensure that these third parties will assume the same duties in writing
  as the Client and Provider have agreed upon, and ensure the correct authorisations. On
  On the Principal's request, the Contracted Party will inform the Principal as soon as possible about the third parties engaged by the Contracted Party.
  third parties engaged by it. Principal has the right to object to any third party engaged by Provider.
  Contracted Party. When the Client objects to any third party engaged by Octrooibureau Novopatent, the Client and Octrooibureau Novopatent will consult each other.
  Contractor, Principal and Contractor will consult with each other in order to find a solution.
• A.11.9 The customer guarantees that he will only enter personal data in a completely lawful manner or otherwise make them available to the
  otherwise make them available to the Contractor, without violating any rights of third parties.
  third parties. Principal indemnifies Provider against all claims and demands related thereto.
• A.11.10 If the customer has to provide personal data stored in the systems of the contractor in the context of a statutory obligation or exercise of the statutory rights of
  A.11.10 If, in the context of a statutory obligation or exercise of legal rights by those involved, the Principal is required to provide personal data stored in the systems of the Contractor
  change, move, remove or relinquish personal data, Provider shall assist Principal in this as much as possible.
  to the maximum extent possible. The costs of the work involved may be invoiced separately. In the
  In the event that a data subject wishes to exercise one of his/her statutory rights and addresses this request to
  Provider, Provider will forward this request to Provider. The Client will then deal with the request
  subsequently deal with the request independently.
• A.11.11 The customer is entitled to have audits carried out by an independent third party, who is bound by secrecy, for the purpose of
  bound to secrecy, in order to verify this clause A.11. This audit will only take place in the event of a concrete
  This audit will only take place in the event of a concrete suspicion of abuse which has been demonstrated by the Client. The audit initiated by the Client
  will take place two weeks after prior written announcement by the Client. The costs of an audit are borne
  are borne by Principal.
• A.11.12 All personal data which the Contractor receives from the Client for the provision of the Services and/or collects himself, are subject to a duty of confidentiality in relation to third parties.
  and/or collects itself for the performance of the Services, shall be subject to an obligation of confidentiality in relation to third parties. This duty of confidentiality does not apply
  This duty of confidentiality does not apply insofar as Principal has given express permission to provide the information to third parties, if providing the information is
  This duty of confidentiality does not apply to the extent that the Client has given express permission to provide the information to third parties, if the provision of the information to third parties is logically necessary in view of the nature of the
  of the Services, or if there is a legal obligation to provide the information to a third party.
  If Provider is legally obliged to provide information to a third party, Provider will immediately inform the
  Client about this without delay to the extent permitted by law.
• A.11.13 The customer, as the party responsible within the meaning of the AVG, is at all times responsible for
  reporting a data breach (which is to be understood to mean: a breach of the security of personal data that
  leads to the risk of serious adverse consequences, or has serious adverse consequences, for the protection of personal data) to the supervisor(s).
  of personal data) to the supervisor(s) and/or those involved. In order to enable the Principal to comply with
  fulfil this legal obligation, Provider shall notify Principal as soon as possible and in any case within forty-eight (48) hours.
  Forty-eight (48) hours after the discovery of a data leak. If required by law and/or regulations, Provider will
  If required by law and/or regulations, Provider shall cooperate in informing the competent supervisory body and/or those involved.
  involved.
• A.11.14 The obligation to report shall in any case include the reporting of the fact that a leak has occurred. It also includes
  the obligation to report, insofar as known to the Contractor:
  - the date on which the leak occurred (if no exact date is known: the period within which the leak occurred); - the date on which the leak occurred (if no exact date is known: the period within which the leak occurred); and
  If no exact date is known: the period within which the leak took place);
  - the (alleged) cause of the leak;
  - the date and time at which the Contractor or a third party or subcontractor engaged by it became aware of the leak
  third party or subcontractor engaged by it;
  - the number of persons whose data has been leaked (if an exact number is not known: the minimum and maximum number of persons whose data has been leaked).
  maximum number of persons whose data has been leaked);
  - a description of the group of persons whose data has been leaked, including the type or types of personal data leaked
  personal data that have been leaked;
  - whether the data has been encrypted, hashed or otherwise made unintelligible or inaccessible to
  unauthorised persons;
  - what measures are planned and/or already taken to stop the leak and to limit the consequences of the leak;.
  the consequences of the leak;
  - contact details for following up the report.
• A.11.15 Upon termination of the Agreement, the Contractor will remove or return the personal data referred to in this article A.11.3 at the discretion of the Principal.
  referred to in this clause A.11.3, at the customer's discretion.

Article A.12. Staff

• A.12.1 If, for the implementation of the Agreement (other than where the Principal and the
  Contractor to second an Employee) on the premises of Principal, the following provisions apply.
  Principal's location, the following provisions shall apply.
• A.12.2 The customer will provide all necessary support to an employee of the contractor who is performing work at the customer's location for the purpose of
  A.12.2 The Principal will offer all necessary support to the Contracted Party's employee who performs work at the Principal's location for the purpose of
  for the performance of the work. Principal is obliged to do all that is necessary to ensure that the
  Employee to perform his work properly and safely.
• A.12.3 The Contractor will endeavour to ensure that the Employee has the correct job description and competences.
  A.12.3 Contractor will endeavour to ensure that the Employee has the correct job description and competences. It is not possible for Principal to make a choice in Employees, unless this is explicitly agreed upon.
  agreed upon. Contractor is entitled to replace an Employee with an Employee with comparable competencies and a
  comparable competencies and a comparable job description.
• A.12.4 It is not possible for the Customer to only give access to certain Employees. There is also
  guarantee that the Customer will have a permanent team of Employees at its disposal, if this is relevant.
• A.12.5 Without the written permission of the Contracted Party, the Client may not, during the term of the Agreement and for two (2) years thereafter, send employees of the Contracted Party to the
  A.12.5 Without the written permission of the Contracted Party, the Customer is not permitted, during the term of the Agreement and for two (2) years thereafter, to employ
  12.5 Without the written permission of the Contracted Party, the Customer is not permitted, during the term of the Agreement and for two (2) years following its expiry, to employ Contracted Party's employees, enter into direct or indirect business relations with them or have
  Contractor's employees, directly or indirectly enter into business relations with them or have them perform work other than in the context of the Agreement, on pain of an immediately payable penalty of € 10,000 per violation.
  10,000 for each violation, increased by € 500 for each day during which the violation continues, which penalty
  which penalty amounts shall be due to the Contractor. This article is also applicable
  This article is also applicable if Principal and Contractor enter into an Agreement for the secondment of an Employee.

Article A.13. Secrecy

• A.13.1 The parties shall treat information which they provide to each other before, during or after the execution of the Agreement as
  A.13.1 The parties shall treat information which they provide to each other before, during or after the performance of the Agreement confidentially if this information is marked confidential or if the
  recipient party knows or should reasonably suspect that the information was intended to be confidential. The parties
  Parties shall also impose this obligation on their employees and on any third parties that they engage for the
  execution of the Agreement.
• A.13.2 The Contractor will not become acquainted with data which the Principal stores and/or distributes via the
  Services of the Contractor, unless this is necessary for the proper performance of the Agreement or the quality of the
  quality of the Projects, or Contractor is obliged to do so pursuant to a statutory provision or court order.
  order. In that case, the Contractor will make every effort to limit the access to the data as much as possible, to the extent that this is within its power.
  In that case, the Contractor will endeavour to limit access to the data as much as possible, to the extent that this lies within its power.
• A.13.3 This obligation shall survive termination of the Agreement for any reason, and shall continue
  for as long as the providing Party can reasonably claim the confidential nature of the information.
  information.

Article A.14. Amendments General Terms and Conditions

• A.14.1 If the agreement is a continuing performance contract, the contractor reserves the right to amend or supplement these
  A.14.1 If the agreement is a continuing performance contract, the Contractor reserves the right to change or supplement these General Terms and Conditions and all Modules therefrom.
• A.14.2 Amendments will also apply to Agreements already concluded, with due observance of a period of 30 days after the announcement of the
  A.14.2 Amendments also apply to Agreements already concluded subject to a period of 30 days after the amendment is announced on the Contractor's Website or by electronic message.
  notification. Changes of minor importance may be made at any time.
• A.14.3 If the customer is a natural person who is not acting in the course of a profession or business
  and the amendment results in the Customer being provided with a performance which differs substantially from the original performance, this Customer will be entitled to terminate the agreement
  from the original performance, such Customer shall be entitled to terminate the agreement as of the date on which the amended terms and conditions take effect.
  the date on which the amended conditions become effective.

Article A.15. Dispute resolution

• A.15.1 The Agreement, as well as any agreements and other legal acts arising from or connected with it, shall be governed exclusively by Dutch law.
  and other legal acts, shall be governed exclusively by Dutch law.
• A.15.2 All disputes, including those regarded as such by only one party,
  which arise from or are connected with (the execution of) this Agreement and/or with the agreements resulting from or related to it shall be
  resulting therefrom or related thereto shall be settled by means of mediation as offered by
  offered by ICTWaarborg (hereinafter referred to as Mediation in this article).
• A.15.3 The parties mutually undertake to cooperate in settling disputes by means of Mediation and each party undertakes to bear half the costs of the Mediation.
  and undertake to each bear half of the costs of the Mediation.
• A.15.4 Mediation consists of two stages. In the first phase, parties investigate a possible solution to which
  which both parties can agree. If agreement is reached, the mediator will summarise the agreement in a settlement agreement.
  a settlement agreement. If it has proved impossible to reach an agreement in the first phase that is acceptable to both parties, the mediator
  If it has proved impossible to reach an agreement in the first phase that is acceptable to both parties, a second phase will begin. During the second stage, the mediator will work out an agreement that binds the
  that binds both parties and that is also represented by the mediator in an agreement of
  settlement agreement.
• A.15.5 The Contractor and the Client will at all times retain the right to submit disputes to the competent
  competent court, but only if both Parties give their explicit written permission for this, in which case both Parties declare that they will forego Mediation.
  A.15.5 The Contractor and the Principal will at all times retain the right to submit disputes to the competent court, but only if both Parties give their explicit written permission for this, in which context both Parties declare that they will refrain from Mediation.

Article A.16. Final clauses Module General

• A.16.1 If any provision of this Agreement proves to be invalid, this shall not affect the validity of the entire Agreement.
  Agreement. The parties shall in that case lay down (a) new provision(s) by way of replacement, which will
  the intention of the original Agreement and General Terms and Conditions as much as is legally possible.
  General Terms and Conditions as much as is legally possible.
• A.16.2 If any disputes arise in connection with the Agreement which cannot be resolved through the dispute resolution
  A.16.2 Should any disputes arise in connection with the Agreement that cannot be resolved through the dispute settlement procedure, they will be brought before the competent court in Amsterdam.
• A.16.3 Information and communications on the Contractor's Website are subject to errors.
• A.16.4 The version of any communication received or stored by the Contractor is deemed to be authentic (including log files), subject to proof to the contrary to be furnished by the Principal.
  (including log files), unless the Principal furnishes proof to the contrary.
• A.16.5 In order to promote its services, the Contracted Party will be entitled to show third parties which
  A.16.5 For the purpose of promoting its services, the Contractor is entitled to show third parties the Projects it supplies to the Customer, unless this is unacceptable in the
  make this unacceptable or if it has been agreed otherwise in writing.
• A.16.6 The Contractor is entitled at all times to involve third parties in the performance of the Agreement.
• A.16.7 The Contractor and the Principal may transfer their rights and obligations under the Agreement to third parties, provided that the other party gives its prior written consent.
  third parties, provided that the other party consents thereto in writing prior to the transfer.

Module C. Hosting / SaaS

This module applies to the Contractor making available and keeping available 'remotely' (hosting) data and/or
(hosting) of data and/or (web) applications to the Principal via the Internet or another network, without providing the Principal with a physical carrier with the relevant software.
Principal a physical carrier with the relevant software. This also includes the
registration and management of domain names.

Article C.1. Implementation

• C.1.1 After the Agreement has been concluded, the Contracted Party will perform the Service as soon as possible in accordance with the
  in accordance with the quotation, taking into account the reasonable wishes of Principal.
• C.1.2 The Agreement determines when the Contractor will start installing and managing the (web) application.
  of the (web) application.
• C.1.3 The contractor shall make every effort to ensure that the (web) application is configured and managed to the best of his ability, exercising due care and skill.
  managed with due care and professionalism.
• C.1.4 The customer is obliged to do and refrain from doing everything that is necessary to ensure the timely and correct installation of the (web) application.
  of the (web) application possible. In particular, Principal shall ensure that all data and facilities, which
  and facilities indicated by Provider as being necessary or that the Client should reasonably understand to be necessary
  should reasonably understand that they are necessary for the installation of the (web) application, are made available to Contractor in good time.
  Contractor in good time.

Article C.2. Duration of agreement

• C.2.1 The Agreement is entered into by Principal for a minimum period of twelve (12) months.
  Thereafter the Agreement shall be continued for an indefinite period. After the end of the minimum term, the Agreement may be
  Agreement may be terminated mutually, subject to a notice period of at least one (1) month.
  month. Termination of the Agreement by either the Principal or the Contractor must be effected in writing.
  In writing.

Article C.3. Rules of conduct

• C.3.1 The customer shall refrain from storing and/or distributing (or causing to be stored and/or distributed) any material in violation of the provisions of
  provisions of Dutch law, which in any case (but not exclusively) includes material that is
  is defamatory, libellous, insulting, racist, discriminatory or hate-mongering, erotic or pornographic (unless explicitly permitted in the quotation), infringes upon
  explicitly permitted in the tender), infringes on the rights of third parties, including in any case (but not limited to) copyrights, trademark rights, trademark law and the right to privacy.
  exclusively) including copyrights, trademark rights and portrait rights, constitutes a violation of the privacy of third parties, including
  privacy of third parties, including in any event (but not exclusively) the unauthorised or
  consent or necessity or repeatedly harassing third parties with communications
  third parties with communications they consider undesirable, contains hyperlinks, torrents or comparable information of which
  Client knows or should know that it refers to material that infringes the rights of third parties,
  contains unsolicited commercial, charitable or idealistic communications, or has malicious content such as viruses or spyware.
  spyware.
• C.3.2 The customer shall refrain from obstructing other customers or Internet users or causing damage to the servers of the
  other Principals or Internet users or cause damage to the servers of Provider. Principal is forbidden to start processes or programs, whether or not via the
  through the server or otherwise, of which Principal knows or may reasonably suspect that this will
  The Principal is forbidden to start processes or programmes, whether or not via the server, which the Principal knows or can reasonably suspect will hinder or damage the Contractor, other Principals or Internet users. Provider shall
  Contractor shall inform Principal of any such measures.
• C.3.3 In addition to the obligations under the law, damage caused by incompetence on the part of the Principal or by the
  Customer or not acting in accordance with the above points will be at the expense of Customer.
  Principal.
• C.3.4 In order to prevent the aforementioned problems such as damage and security risks, Provider is
  at its own discretion, Contractor is entitled to limit the management possibilities of Principal to such an extent that the management is
  management in its entirety by Contractor.

Article C.4. Licence

• C.4.1 Principal hereby grants Contractor an unrestricted licence to distribute, store, transmit or copy all Materials provided by Principal to Contractor's
  Services of Contractor to distribute, store, transmit or copy all Materials supplied by Principal to Contractor's Services in any manner deemed suitable by Contractor, but only to the extent reasonably necessary for the purpose of
  in any way deemed suitable by Contractor, but only to the extent reasonably necessary for the purpose of
  Contractor's performance of the Agreement.

Article C.5. Indemnification

• C.5.1 Principal indemnifies Provider against all legal claims of third parties regarding the
  use of the Services by Principal. Provider is not responsible for the
  data/Services/software which are called up by means of a link.
• C.5.2 If Provider has to perform work on data of Principal by virtue of a competent order given by a government authority or in connection with a legal
  C.5.2 If Contractor has to perform any work in connection with data of Principal as a result of an authorized order from a government body or in connection with a statutory obligation, all costs involved will be charged to Principal,
  its employees or Users, all costs related to this will be charged to Principal.
  Principal.

Article C.6. Service and availability

• C.6.1 All services of the Contractor are performed on the basis of a best efforts obligation, unless and insofar as the
  insofar as the Contractor has explicitly promised a result in the written Agreement and the result in question has also been
  and the result in question is also described with sufficient definiteness.
• C.6.2 The electronic transmission of data of Customer in the context of the Services, in any manner whatsoever, is for the risk and account of
  manner whatsoever, shall be at the risk and expense of Customer.
• C.6.3 Provider is never obliged to deliver the remotely made available applications also on a physical
  physical data carrier (e.g. CD or USB stick) to Principal.
• C.6.4 If the Services are (partly) provided via Services and/or networks of the Contractor, the
  make every effort to ensure that there is as little downtime as possible.
• C.6.5 The contractor offers no guarantees regarding the exact amount of uptime, unless otherwise agreed in
  agreed in the offer by means of an SLA designated as such. In so far as not otherwise provided for in an applicable
  applicable SLA, this article shall apply.
• C.6.6 In the absence of proof to the contrary, the availability and service level measured by the Contractor will serve as
  conclusive evidence.
• C.6.7 Provider shall make every effort to ensure that Principal can use the networks that are directly or indirectly connected to Provider's network.
  which are directly or indirectly connected to Contractor's network. However, Provider cannot guarantee that these
  guarantee that these networks will be available at any time. The use of third-party networks may be subject to
  The use of third-party networks may be subject to legal and contractual conditions. Octrooibureau Novopatent shall make every effort to inform the
  Contractor will make every effort to inform Principal in a timely manner.
• C.6.8 If, in the opinion of the Contractor, the functioning of the Services or the network of the
  the network of the Contractor or third parties and/or the provision of services via a network, in particular due to
  C.6.8 If, in the opinion of the Contractor, the functioning of the Services or the network of the Contractor or third parties and/or the provision of services via a network is endangered, in particular by the excessive sending of e-mail or other data, poorly secured Services or activities of viruses
  trojans and comparable software, Octrooibureau Novopatent is entitled to take all measures which it reasonably considers necessary to prevent
  reasonably deems necessary to prevent this.
• C.6.9 Contractor has the right to put the Services or parts thereof temporarily out of use for the purpose of
  for the purpose of maintenance, adaptation or improvement thereof. Contractor will try to make such a
  out of operation as much as possible outside office hours and make every effort to notify the
  notify the Client of the planned taking out of service in good time. However, Octrooibureau Novopatent shall never be
  However, the Contractor is never obliged to pay compensation for damage arising in connection with such taking out of service, unless explicitly agreed otherwise in writing.
  It has been explicitly agreed otherwise in writing, for instance in an SLA.
• C.6.10 Only if expressly agreed in writing is the Contractor obliged to have a fall-back centre or other fall-back facilities at his disposal.
  a fall-back centre or other fall-back facilities.
• C.6.11 Unless the Agreement provides otherwise, Provider is not obliged to make back-ups of data stored by Principal on Provider's Services.
  of data stored by Principal on Contractor's Services. Any back-ups made may be
  back-ups made may be destroyed at any time after termination of the Agreement. It is the
  responsibility of the Client to request a back-up upon termination or dissolution.

Article C.7. Amendments

• C.7.1 The contractor is entitled to modify the applications made available during the term of the
  Agreement at its own discretion. If an adjustment leads to a considerable change in
  in functionality, the Contractor will make every effort to inform the Principal thereof. Only
  If a change results in a considerable change in functionality, the Contracted Party will make every effort to inform the Client thereof.
  Client may continue to use an older version of the application upon request. Octrooibureau Novopatent may charge extra
  Contractor may charge extra costs for providing this possibility.

Article C.8. Storage and data limit

• C.8.1 Provider can set a maximum amount of storage space or data traffic per month that the
  Customer may use in connection with the Services. Customer will not exceed the limits,
  unless the Agreement explicitly regulates the consequences thereof. If this maximum is exceeded, Provider is
  Contractor is entitled to charge an additional amount, in accordance with the amounts for extra data traffic
  mentioned in the Agreement. If no storage and/or data limit has been agreed, the Contractor's fair use policy will apply.
  Contractor's fair use policy applies.

Article C.9. Procedure after termination

• C.9.1 The Contractor shall ensure that, upon termination of the Agreement, the Principal is given a reasonable
  reasonable opportunity to transfer the data of the Principal stored in the systems of the Contractor back to its own systems or to the systems of a new provider.
  Contractor's systems, back to its own systems or to the systems of a new provider.
  For this purpose, the Contracted Party will make every effort to be able to offer the data in a common file format.
  be able to offer.

Module E. Telecom

Module E applies to Contractors providing services relating to telephony over a computer network and related services, such as (X)DSL and VOIP.
related services, such as (X)DSL and VOIP.

Article E.1. Implementation

• E.1.1 After the Agreement has been concluded, the Contracted Party will perform the Service in accordance with the quotation as soon as possible, taking into account the Principal's reasonable wishes.
  in accordance with the quotation, taking into account any reasonable wishes on the part of the Principal.
• E.1.2 The Contractor can, if so desired and for a fee, supply equipment for the use of the
  the Service. After delivery, the Customer is at all times responsible for this equipment and its
  configuration thereof.
• E.1.3 The Customer is not permitted to sublet the Service, as referred to in this module, or to make it available to third parties in any other
  otherwise make it available to third parties, without the written permission of the Contractor.

Article E.2. Duration of the Agreement

• E.2.1 The Agreement is entered into by Principal for the duration of twelve (12) months. After this period
  After this period, the Agreement is tacitly renewed until the moment of cancellation.
• E.2.2 The Agreement may be terminated by Principal before the end of the period with due observance of a notice period of one (1) month.
  E.2.2 The Agreement may be terminated by Principal before the end of the period with due observance of a notice period of one (1) month. After a tacit renewal, the Customer may terminate the Agreement at any time, subject to
  After tacit renewal, Principal may terminate at any time with due observance of a notice period of one (1) month. For Provider a notice period of three (3) months is applicable.
  Contractor is subject to a notice period of three (3) months.
• E.2.3 Termination of the Agreement by either the Principal or the Contractor must be effected in writing.
  in writing.
• E.2.4 If the Principal has paid in advance for a certain period, but the Agreement is terminated in accordance with
  terminated in accordance with Article E.2.2, the Contractor will refund any amounts paid in advance to the Principal on a pro rata basis.
  Principal on a pro rata basis.

Article E.3. Service and availability

• E.3.1 All services of the Contractor are performed on the basis of a best efforts obligation, unless and insofar as the
  and insofar as the Contractor has explicitly promised a result in the written Agreement and the result in question has also been
  and the result in question is also described with sufficient definiteness.
• E.3.2 The contractor does not provide any guarantees regarding the exact amount of availability, unless otherwise agreed in the
  E.3.2 The Contractor does not provide any guarantees regarding the exact amount of availability, unless otherwise agreed in the offer by means of a Service Level Agreement (SLA) designated as such. In so far as
  Unless otherwise provided in an applicable SLA, this article applies.
• E.3.3 In the absence of proof to the contrary, the availability and service level measured by the Contracted Party will serve as
  evidence.
• E.3.4 The Contractor shall make every effort to ensure that the Principal can use the networks
  which are directly or indirectly connected to the network of Provider. The use of third-party networks may be subject to legal and
  third party networks may be subject to legal and contractual conditions. Octrooibureau Novopatent shall make every effort to inform the
  Contractor will make every effort to inform Principal in a timely manner.
• E.3.5 The availability and quality of the Service is also dependent on a number of external factors, including
  the Customer's Internet connection if, for instance, a VOIP service is purchased. Contractor
  must follow the guidelines of the Customer with regard to these external factors.

Article E.4. Maintenance

• E.4.1 Contractor has the right to put the Services or parts thereof temporarily out of use for the purpose of
  for the purpose of maintenance, adaptation or improvement. The Contractor will attempt to arrange for such
  out of operation as much as possible outside office hours and shall make every effort to inform the
  notify the Client of the planned taking out of service in good time. However, Octrooibureau Novopatent shall never be
  However, the Contractor is never obliged to compensate damage caused in connection with such taking out of service, unless explicitly agreed otherwise in writing.
  It has been explicitly agreed otherwise in writing, for instance in an SLA.
• E.4.2 Only if explicitly agreed in writing is the Contractor obliged to have a fall-back centre or other fall-back facilities at his disposal.
  a fall-back centre or other fall-back facilities.
• E.4.3 The Contractor is entitled to change the operation and technical specifications of the Service at any time in the
  the interests of the continuation of the Service. Unless this is not reasonably possible, the
  inform the Principal of these changes in a timely manner. The Contractor is not liable for any
  liable for damage resulting from the changes in question.

Article E.5. Consumption and costs

• E.5.1 The Customer shall make proper use of the Service. If agreed, Provider is
  If agreed, Provider is entitled to charge excessive use of the Service to Principal.
• E.5.2 The Provider can set a maximum number of call minutes that the Customer may use per month in the context of the
  may use per month in connection with the Service. If this maximum is exceeded, the Contractor is entitled to charge additional
  If this maximum is exceeded, the Contractor is entitled to charge extra (usage) costs, in accordance with the amounts for extra call minutes stated in the quotation.
  mentioned in the quotation.
• E.5.3 Extra call minutes or extra costs related to the Service will be charged to the Customer separately and specified
  charged to the Customer separately and itemised on a monthly basis.
• E.5.4 If no maximum has been set by the Provider for the number of call minutes that the
  may use per month in the context of the Service, a 'Fair Use Policy' applies. In that case, on the basis of the average
  In that case, a realistic number of call minutes will be determined on the basis of the average consumption of all customers. If
  If the Customer exceeds this amount several times, Provider will contact Customer to come to a reasonable
  Provider will contact Principal to come to a reasonable solution, for instance a higher rate.
• E.5.5 The Provider has the right to change the costs for using the Service from time to time.
  Changes will be made known to the Customer in writing at least 30 days in advance. Price increases
  3% or less per year without the consent of Principal.
  in the month of January without the Client's consent. In the event of price increases of more than 3%, the Client will have the right to terminate the Agreement
  Agreement by the date on which the new prices come into effect. Contractor
  will notify the Contracted Party of any price changes 30 days before they take effect.

Article E.6. Numbering

• E.6.1 The Customer has the possibility of choosing a new telephone number for the purposes of the Service,
  whether or not bound to a geographical area, or to take a telephone number from an agreement with a third party.
  agreement with a third party.
• E.6.2 For the purpose of performing number portability, the Customer shall, to the extent possible, follow the instructions of the
  Contractor. Provider is entitled to charge Principal one-off costs for number porting.
  Principal. Provider is not liable for the cancellation of current agreements with a third party with regard to the relevant telephone number.
  Contractor is not liable for the termination of current agreements with a third party regarding the relevant telephone number.
• E.6.3 The Customer declares, where applicable, that it will only use the geographical telephone number in the geographical area for which it is intended.
  geographical area for which the number is intended. Principal indemnifies Provider from all possible consequences
  consequences of failing to do so.
• E.6.4 If the Provider deems it necessary for the proper functioning of the Service or to comply with laws and regulations, he is
  regulations, he is entitled to change the telephone number of the Principal.
  In doing so, Provider shall take the interests of Principal into account as much as possible. However,
  Provider is not obliged to pay any compensation as a result of the change.
• E.6.5 Upon termination of the Agreement, the Customer's telephone number will no longer be valid, unless the Customer
  Customer makes use of number retention and transfers the telephone number to a third party.

Article E.7. Personal data

• E.7.1 Personal data shall be processed in connection with the performance of the Agreement. These
  personal data are necessary for the proper functioning of the Service. The personal data in question
  will not be provided to third parties, unless this is necessary for the implementation of the Agreement or is
  required by law.
• E.7.2 The contractor shall not store the personal data for longer than necessary and shall ensure appropriate technical
  appropriate technical and organisational security measures in order to protect the personal data against unauthorised
  improper access and use.
• E.7.3 The contractor shall cooperate with any requests made to him by competent (government) bodies to provide the personal
  (authorities to provide the personal data or to allow (real-time) access to the Customer's telephone traffic.
  telephone traffic of Principal.
• E.7.4 The provisions of articles A.11.6 and A.11.7 shall apply mutatis mutandis.

Module H. Maintenance and Support

This Module applies to Services consisting of the installation, configuration and/or maintenance of
Materials and Services such as, software, applications, websites etc.

Article H.1. Implementation

• H.1.1 Maintenance is understood to mean the functioning of existing or new (developed) Materials in accordance with the
  in accordance with the quotation or further agreement, and more generally the correction of faults. Support is understood to mean
  H.1.2 Support is understood to mean offering help, remotely or otherwise, with maintaining or working with the Materials.
• H.1.2 After the Agreement has been concluded, the Contracted Party will perform the work in accordance with the quotation as soon as possible, taking the Principal's reasonable wishes into account.
  perform the work in accordance with the quotation as soon as possible, taking into account any reasonable wishes on the part of the Principal.
• H.1.3 The Agreement determines when, and for what fee, the Contractor will start to perform the Services and work.
  performance of the Services and work. There may be fixed fees, but also work on the basis of
  work on the basis of hourly rates and subsequent calculation. The Agreement will clearly state which activities
  which activities are carried out for which amounts.
• H.1.4 All Services provided by the Contractor will be performed on the basis of a best-efforts obligation,
  unless and insofar as Contractor has explicitly promised a result in the Written Agreement and the result in question has also been described with sufficient definiteness.
  and the result concerned has also been described with sufficient definiteness.
• H.1.5 The contractor offers no guarantees regarding results, unless otherwise agreed in the offer by means of a Service Level Agreement (SLA).
  H.1.5 The Contractor provides no guarantees regarding results, unless otherwise agreed in the offer by means of a Service Level Agreement (SLA) designated as such. Unless otherwise provided in an applicable SLA, this article applies.
  SLA, this article shall apply. The Contractor will make every effort to fulfil the Principal's requests as quickly as possible, but cannot
  as soon as possible, but cannot give any firm deadline for doing so. This applies both to a deadline for scheduling and
  This applies both to a deadline for scheduling and carrying out planned work and to response and recovery times if there is a request to adjust, repair and/or improve the
  adapt, repair and/or improve the Service and/or Materials.

Article H.2. Duration

• H.2.1 The Agreement is entered into by Principal for a minimum period of twelve (12) months.
  Thereafter, the Agreement shall be continued for an indefinite period. After the end of the minimum term, the Agreement may be
  Agreement may be terminated by both parties with due observance of a notice period of at least one (1) month.
  month. Termination of the Agreement by either the Principal or the Contractor must be effected in writing.
  In writing.

Article H.3. Specifications and cooperation of the Principal

• H.3.1 If agreed, Provider shall install and configure the Materials on hardware and networks to be designated by Principal.
  H.3.1 If agreed, Contractor shall install and configure the Materials on hardware and networks to be designated by Principal. Customer is obliged to do and to refrain from doing everything
  reasonably necessary and desirable to make a timely and proper installation and operation of the Materials possible.
  make possible. The Client shall in particular ensure that all data indicated by the Contractor as being necessary
  Contractor that they are necessary or that the Client should reasonably understand that they are necessary
  are necessary for the supply of the Materials, shall be provided in due time.
• H.3.2 At the request of the Contractor, the Customer shall give the Contractor's employees and auxiliary persons all the access needed to
  Contractor's employees and auxiliary persons all necessary access to the computer systems concerned in order to enable the installation
  installation, configuration, maintenance and adjustments of the Materials. Physical access to these systems will only take place if
  Physical access to these systems will only take place if this is necessary and only after prior consultation with the Client.
• H.3.3 The choice, purchase and management of the hardware and networks to be used is the sole and exclusive responsibility of
  responsibility of Principal. Contractor shall give instructions regarding the desired configuration.
  If the designated hardware and networks do not meet Contractor's requirements, Contractor is entitled to refuse installation or configuration.
  Contractor is entitled to refuse the installation or configuration.

Article H.4. Updates and improvements

• H.4.1 Only if this forms part of the Agreement, the Contractor will endeavour to adapt the Materials from time to time in order to improve their functionality and to repair errors, whether or not on the basis of a written contract.
  the Materials from time to time in order to improve their functionality and to rectify errors, whether or not based on instructions and requests from
  based on instructions and requests from Principal or on its own initiative, if so provided in the Agreement.
  Agreement.
• H.4.2 Only if this is part of the Agreement, Contractor will make every effort to keep the Materials up to date.
  H.4.2 Only if this forms part of the Agreement will the Contractor endeavour to keep the Materials up to date. However, in many cases the Contractor is dependent on his supplier(s) and third parties.
  supplier(s) and third parties. The Contractor is entitled not to install certain updates or patches if, in his opinion, this will
  the proper functioning of the software or is not in the interest of the Service.
• H.4.3 Provider shall make every effort to add changes and new functionality to the Materials requested by Principal.
  H.4.3 Contractor will make every effort to add changes and new functionality requested by Principal to the Materials. Contractor is always entitled to refuse such a request if, in his opinion
  request if, in the opinion of the Contractor, it is not feasible or may hinder the proper functioning or availability of the Materials.
  Materials. The addition of changes and new functionality to the Materials at the request of the Customer is subject to
  to the Materials at the request of the Client. The Contractor shall inform the Customer of these costs in advance.
• H.4.4 If a modification, update or patch leads to changed functionality within an already developed Service or Project which has
  H.4.4 If a modification, update or patch results in changed functionality within a Service or Project already developed, which has far-reaching consequences for the functioning of other Materials, systems, etc., Contractor and Customer shall consult about the consequences thereof,
  Contractor and Customer will consult about the consequences of this. If it is decided to implement
  If it is decided to implement this change, update or patch, the Contractor is entitled to invoice the hours made for this separately on a nondelivery basis.
  If it is decided to implement this change, update or patch, the Contractor is entitled to invoice the hours incurred separately on the basis of subsequent calculation.
• H.4.5 If Principal wishes to make any changes to the Materials independently, this shall be done at the
  risk and responsibility of Principal. In that case, Contractor does not need to make any (longer) efforts to
  make an effort to remove bugs or errors. This is the case unless the Client has notified the Contractor of the desired change in advance and the Contractor has made this change.
  Contractor in advance and the Contractor has approved this in writing. The Contractor may attach conditions to
  Contractor may attach conditions to this approval.
• H.4.6 Unless otherwise agreed, support to end users (customers of Customer) is not included.
  is not included.

Article H.5. Remote support

• H.5.1 Remote support shall be provided by telephone, e-mail and other jointly agreed channels.
• H.5.2 At the request of Principal, the Contractor shall propose software with which the computers to be supported can be remotely
  computers can be remotely accessed. It is the Customer's responsibility to ensure that its network and security environment
  that its network and security environment permits the operation of this software.
• H.5.3 If it transpires that remote support does not lead to a satisfactory solution or is not feasible in view of
  nature of the problem, Provider shall consult with Principal to find an on-site solution.
  solution on location.
• H.5.4 The contractor is available for remote support (also for scheduling maintenance and repair of errors) on working days (Monday to Friday, with the exception of public holidays in the Netherlands).
  errors) on working days (Monday through Friday, with the exception of public holidays recognised in the Netherlands)
  from 9.00 to 17.00 hours.