Contents
Chapter 1: General provisions. Chapter 2: Processing personal data. Chapter 3: Software as a Service (SaaS). Chapter 4: Software. Chapter 5: Software and website development. Chapter 6: Software maintenance and support. Chapter 7: Advice and consultancy. Chapter 8: Secondment services. Chapter 9: Education and training. Chapter 10: Hosting. Chapter 11: Equipment purchase. Chapter 12: Equipment rental. Chapter 13: Equipment maintenance.
Reading guide:
Chapter 1 applies to all supplier services. Another chapter applies additionally only if the nature of the services specified in the agreement corresponds to that chapter. Otherwise, its provisions do not apply to those services.
Chapter 1: General provisions
Definitions
In these terms: a) general terms and conditions: these Creatics General Terms and Conditions.
b) customer: the natural or legal person that has undertaken obligations towards Creatics B.V. concerning the supply of a service or item, or is negotiating with Creatics for that purpose.
c) supplier: Creatics B.V., based in Beverwijk and registered with the Chamber of Commerce under number 85048038, and/or an affiliated group company jointly or solely responsible for supply under the customer agreement.
d) agreement: the agreement, including annexes, interim amendments, extensions and additions, between customer and supplier concerning the supply of services or items by the supplier.
e) software: software, apps, associated data or databases and/or user documentation.
e) SaaS: remotely making and keeping functionality available to the customer over the internet or another data network, without providing a physical medium or download of the underlying software.
Article 1 Applicability
1.1 These terms apply to all offers and agreements under which the supplier supplies the customer with goods and/or services of any kind or description.
1.2 Deviations and additions apply only if agreed in writing in the agreement between the parties.
1.3 The customer’s purchasing or other terms are expressly excluded.
1.4 Where the supplier provides or grants access to third-party products or services, those third parties’ licence or sales terms govern the supplier-customer relationship for those products or services, overriding conflicting provisions here, provided the supplier has notified the customer of their applicability and offered a reasonable opportunity to read them. The customer cannot rely on the supplier’s failure to meet that obligation if the customer is a party referred to in Article 6:235(1) or (3) of the Dutch Civil Code (BW).
1.5 If those third-party terms prove inapplicable or are declared inapplicable to the supplier-customer relationship for any reason, these terms apply in full.
1.6 If any provision is void or annulled, the remaining provisions remain fully effective. Supplier and customer will consult to agree replacement provisions with as nearly the same effect as possible.
1.7 Without prejudice to Article 1.4, these terms prevail over conflicting agreements unless the parties expressly deviate in writing with reference to these terms. Where chapters conflict, the earlier chapter prevails unless expressly derogated from.
Article 2 Offers
2.1 All supplier offers and other statements are non-binding unless otherwise stated in writing. Offers rely on information supplied by or on behalf of the customer, whose accuracy the supplier may rely on except for obvious typographical errors.
Article 3 Price and payment
3.1 Prices exclude VAT and other government levies specific to the product or service. All prices and customer payments are in euros.
3.2 Estimates or budgets issued by the supplier create no rights or expectations unless otherwise agreed in writing. A customer’s stated budget is an agreed fixed price only if expressly agreed in writing.
3.3 If the customer comprises several natural and/or legal persons, each is jointly and severally liable to the supplier for performance unless the agreement expressly provides otherwise.
3.4 The supplier’s records constitute full evidence of its performance and amounts due, without prejudice to the customer’s right to provide counterevidence.
3.5 For periodic payments, the supplier may adjust prices and rates in writing according to the agreed index or other measure and contractual intervals. If no adjustment right is expressly agreed, the supplier may adjust them in writing with at least three months’ notice. A customer rejecting such adjustment may terminate in writing within thirty days after notification, effective when the new prices or rates would begin.
3.6 The agreement sets the invoicing dates for the agreed performance. The customer pays according to agreed or invoiced payment terms and may neither suspend payment nor set off amounts due.
3.7 Late or unpaid amounts incur statutory commercial interest without reminder or default notice. If payment remains outstanding after reminder or default notice, the supplier may refer collection to third parties. The customer must then also reimburse all reasonable judicial and extrajudicial costs, including external experts’ charges. Other statutory and contractual supplier rights remain unaffected.
Article 4 Term
4.1 A continuing agreement runs for the agreed term or, if none is agreed, one year.
4.2 Unless otherwise agreed, a fixed-term agreement automatically renews for the original term, up to one year each time, unless either party terminates in writing with one month’s notice before the relevant period ends.
Article 5 Confidentiality
5.1 Both parties must keep confidential information received from the other party that they know or reasonably should know is confidential. Disclosure is permitted insofar as required by a court judgment, law or legally authorised government order. Recipients may use the information only for its disclosed purpose. Information marked confidential by either party is always confidential.
5.2 The customer acknowledges that software provided by or through the supplier is always confidential and contains trade secrets of the supplier, its suppliers or the software producer.
Article 6 Privacy and data processing
6.1 If relevant to performance in the supplier’s opinion, the customer must, upon request, inform the supplier in writing how it meets its obligations under personal data protection law.
6.2 The customer indemnifies the supplier against claims by persons whose data is or has been processed and for which the customer is legally responsible, unless the customer proves the underlying facts are attributable to the supplier.
6.3 The customer is responsible for data it processes using supplier services and warrants its content, use and processing are lawful and do not infringe third-party rights. It indemnifies the supplier against any third-party action, on any basis, relating to this data or performance of the agreement.
6.4 All costs of work concerning data of the customer, its employees or users performed pursuant to a government request or authorised order or a legal obligation may be charged to the customer.
6.5 Chapter 2 also applies where the supplier performs services for the customer as a processor under personal data protection law.
Article 7 Security
7.1 Contractually required information security must meet the written agreed specifications. Where no specific method is agreed, security will be appropriate considering current technology, implementation costs, the information’s known nature, scale and context, product and service purposes and normal use, and the likelihood and severity of foreseeable risks.
7.2 Access or identification codes, certificates and other security means supplied are confidential and may be disclosed only to authorised staff within the customer’s organisation. The supplier may change allocated codes and certificates. The customer manages authorisations and issues and revokes codes promptly.
7.3 For security or testing involving software, equipment or infrastructure not supplied by the supplier, the customer warrants all required licences or approvals have been obtained. The supplier is not liable for resulting damage, and the customer indemnifies it against any action relating to these services, on any basis.
7.4 The supplier may adapt security measures when changing circumstances make this necessary.
7.5 The customer must adequately secure and maintain the security of its systems and infrastructure.
7.6 The supplier may give security instructions to prevent or minimise incidents or their consequences. If the customer fails to follow supplier or relevant government instructions promptly, the supplier is not liable and the customer indemnifies it against resulting damage.
7.7 The supplier may always implement technical and organisational safeguards for equipment, files, websites, software or other works to which the customer gains direct or indirect access, including to enforce agreed limits on the scope or duration of use. The customer must not remove or circumvent, or arrange removal or circumvention of, those technical measures.
Article 8 Retention of title and rights; suspension
8.1 All goods remain supplier property until all amounts due under all agreements are paid in full. A reseller customer may sell and deliver goods subject to retention of title insofar as usual in its ordinary business.
8.2 Rights are granted or transferred subject to payment of all amounts due under the agreement.
8.4 The supplier may retain data, documents, software and files received or produced under the agreement, despite any delivery or transfer obligation, until all amounts due are paid.
Article 9 Transfer of risk
9.1 Risk of loss, theft, misappropriation or damage to goods, data including usernames, codes and passwords, documents, software or files made for, supplied to or used by the customer transfers when placed under the actual control of the customer or its assistant.
Article 10 Intellectual property
10.1 All intellectual property in developed or supplied software, websites, files, databases, equipment, training, test and examination materials and other materials including analyses, designs, documentation, reports, quotations and preparatory materials belongs exclusively to the supplier, its licensors or suppliers. The customer receives only rights expressly granted by these terms, the written agreement and mandatory law. Without express supplier consent, which may carry reasonable conditions, usage rights are non-exclusive, non-transferable, non-pledgeable and not sublicensable.
10.2 An obligation to transfer intellectual property requires writing. An agreed transfer of rights in customer-specific software, websites, files, equipment, know-how or other works does not restrict the supplier’s unrestricted use or exploitation, for itself or third parties, of underlying components, designs, algorithms, documentation, works, protocols, standards or similar elements, or general principles, ideas and programming languages used. Nor does it restrict similar or derived developments for itself or third parties.
10.3 The customer must not remove or alter, or arrange removal or alteration of, confidentiality, copyright, trademark, trade name or other intellectual property notices in software, websites, files, equipment or materials.
10.4 The supplier indemnifies the customer against claims that materials developed by the supplier infringe third-party intellectual property, provided the customer promptly notifies it in writing of the claim’s existence and substance and leaves full handling, including settlements, to the supplier. The customer supplies necessary powers, information and assistance. This indemnity lapses for alleged infringement connected with customer-supplied works or materials, or changes made by or for the customer without written consent. If infringement is finally established by a court or considered reasonably likely by the supplier, it will, if possible, enable continued use of the supply or a functionally equivalent alternative. Any other or further indemnity is excluded.
10.5 The customer warrants that third-party rights do not prevent providing equipment, software, website materials, files, designs or other works for use, maintenance, modification, installation or integration, including possession of proper licences. It indemnifies the supplier against third-party claims that such provision or activities infringe their rights.
10.6 The supplier is not required to convert data unless expressly agreed in writing.
10.7 The supplier may use the customer’s symbol, logo or name in external communications unless excluded by the agreement.
Article 11 Service performance
11.1 The supplier uses its best efforts to perform services in accordance with written agreements and procedures. All services are best-efforts obligations unless a result is expressly promised and sufficiently defined in the written agreement.
11.2 The supplier is not liable for damage or costs arising from use or misuse of codes, certificates or other security means, unless directly caused by intent or deliberate recklessness of its management.
11.3 Where performance by a particular person was envisaged, the supplier may replace them with one or more similarly qualified persons.
11.4 The supplier need not follow customer instructions, particularly those changing or expanding the agreed services. If followed, the work is payable at the supplier’s usual rates.
Article 12 Information and cooperation obligations
12.1 The parties recognise that successful ICT work depends on proper, timely cooperation. The customer must always provide all reasonable cooperation promptly.
12.2 The customer warrants the accuracy and completeness of supplied data, information, designs and specifications. The supplier will query inaccuracies apparent to it.
12.3 For continuity, the customer designates contacts for the work’s duration with the necessary experience, subject knowledge and understanding of its goals.
12.4 The customer bears selection risk for supplied goods and services and takes utmost care to ensure complete, accurate requirements. Dimensions and data in drawings, images, catalogues, websites, quotations, advertisements, standards sheets and similar materials are not binding unless expressly stated otherwise.
12.5 Customer staff and assistants must have necessary knowledge and experience. For on-site supplier work, the customer promptly provides required facilities free of charge, including workspace, computer and network access. The supplier is not liable for transmission errors, failures or unavailability unless the customer proves intent or deliberate recklessness of supplier management.
12.6 Workspace and facilities must meet all legal requirements. The customer indemnifies the supplier against third-party claims, including supplier employees, for damage caused by customer acts, omissions or unsafe organisational conditions. It informs supplier staff of house, information and security rules before work starts.
12.7 The customer manages and checks settings, uses supplied products and services, determines how results are applied, and is responsible for user instruction and use.
12.8 The customer supplies required equipment, infrastructure and supporting software; installs, configures, parameterises and tunes software on its equipment; adapts and updates associated equipment, software and environment as necessary; and achieves its desired interoperability.
Article 13 Project and steering groups
13.1 Where both parties participate through staff in a project or steering group, information is provided as agreed for that group.
13.2 Joint group decisions bind the supplier only if adopted under written agreed procedures or, absent these, accepted by it in writing. It need not accept or implement decisions it considers incompatible with the agreement or proper performance.
13.3 The customer warrants its group representatives may make binding decisions for it.
Article 14 Time limits
14.1 The supplier endeavours to meet stated or agreed delivery and completion deadlines as far as possible. Interim dates are always non-binding, indicative target dates.
14.2 If delay threatens, the parties consult on its consequences for further planning.
14.3 Even where a final deadline is agreed, delay constitutes default only after written notice granting a final reasonable cure period and expiry of that period, unless performance has become permanently impossible. Notice must describe the shortcoming as fully and precisely as possible to enable an adequate response.
14.4 For phased performance, the supplier may defer a phase until the customer approves the preceding phase’s results in writing.
14.5 Dates and deadlines cease to bind if the parties change scope, specifications, additional work or approach, or if the customer fails to fulfil obligations fully and promptly. Additional work or a request for it never entitles the customer to terminate or rescind.
Article 15 Rescission and termination
15.1 Either party may rescind for attributable breach only where the other remains in breach of essential obligations after a detailed written default notice and reasonable cure period. Customer payment, cooperation and information obligations, including those of its appointed third parties, are always essential.
15.2 Performance already received and associated payment obligations are not reversed unless the customer proves supplier default concerning its essential part. Properly performed or supplied work invoiced before rescission remains payable, subject to the preceding sentence, and becomes immediately due upon rescission.
15.3 Either party may terminate an indefinite agreement not ending upon completion in writing after proper consultation and stating reasons. If no notice period is agreed, a reasonable period applies. The supplier never owes damages for termination.
15.4 The customer cannot prematurely terminate a fixed-term services contract or an agreement ending upon completion.
15.5 Either party may terminate wholly or partly in writing immediately without default notice if the other receives provisional or final suspension of payments, faces a bankruptcy petition, or liquidates or ceases business other than for restructuring or merger. The supplier may also terminate if direct or indirect decisive customer control changes and, in its reasonable opinion, adversely affects performance. No refund or damages are due from the supplier for such termination. On final customer bankruptcy, software, website and service access and use rights end automatically without supplier notice.
Article 16 Supplier liability
16.1 Total supplier liability for attributable breach or any legal basis, including breach of agreed warranty or indemnity, is limited to compensation under this article.
16.2 Direct damage is capped at the agreed contract price excluding VAT. For a predominantly continuing contract exceeding one year, this is the agreed annual fees excluding VAT. Total liability for direct damage never exceeds €100,000 on any legal basis.
16.3 Liability for death, personal injury or material damage to property is capped at €1,000,000.
16.4 Liability excludes indirect or consequential damage, lost profit or savings, reduced goodwill, business interruption, customer-client claims, damage related to customer-prescribed third-party goods, materials or software or suppliers, and corruption, destruction or loss of data or documents.
16.5 Articles 16.2–16.4 do not affect other liability exclusions or limits in these terms.
16.6 Articles 16.2–16.5 do not apply insofar as damage results from intent or deliberate recklessness of supplier management.
16.7 Unless performance is permanently impossible, liability for attributable breach requires prompt written default notice with a reasonable cure period and continued attributable breach thereafter. Notice must describe the shortcoming as fully and precisely as possible to permit an adequate response.
16.8 Compensation requires the customer to report damage in writing as soon as possible. Claims expire twenty-four months after arising unless legal proceedings are commenced before expiry.
16.9 The customer indemnifies the supplier against third-party product-liability claims for defects in customer-supplied products or systems incorporating supplier equipment, software or materials, unless and insofar as the customer proves these caused the damage.
16.10 This article and all other liability limits and exclusions also benefit persons and entities used by the supplier and its suppliers to perform the agreement.
Article 17 Force majeure
17.1 Neither party must perform obligations, including statutory or agreed warranties, if prevented by force majeure: an external, non-attributable circumstance making performance unreasonable to require. For the supplier this includes supplier force majeure, failure of customer-prescribed suppliers, defects in customer-prescribed third-party goods, equipment, software or materials, government measures, power failures, internet, data-network or telecommunications failures, crime or cybercrime, vandalism or cybervandalism, war, terrorism and general transport problems.
17.2 After thirty days of force majeure, either party may rescind in writing. Work already performed is settled proportionately, with no further amounts owed between the parties.
Article 18 Service Level Agreement
18.1 Service levels require express written agreement. The customer promptly reports circumstances that affect or may affect service levels and availability.
18.2 Agreed availability measurements exclude advance-announced preventive, corrective or adaptive maintenance or other service downtime and circumstances outside supplier control. The supplier’s measured availability is full evidence unless the customer provides counterevidence.
Article 19 Backups
19.1 Where backups are included, the supplier makes a full backup of customer data it holds at written agreed intervals or, absent agreement, weekly. Without an agreed retention period, its customary period applies. It stores backups with due care.
19.2 The customer remains responsible for all applicable statutory recordkeeping and retention obligations.
Article 20 Changes and additional work
20.1 Work outside the agreed scope performed at the customer’s request or with prior consent is payable at agreed rates or, absent these, usual supplier rates. The supplier need not accept requests and may require a separate written agreement.
20.2 Changes and additional work may shift delivery and completion dates. Newly stated dates replace the earlier ones.
20.3 For fixed-price agreements, the supplier provides written information on the financial effects of additional work upon request.
Article 21 Assignment of rights and obligations
21.1 The customer may not sell, assign or pledge contractual rights or obligations without prior written supplier consent.
21.2 The supplier may sell, assign or pledge payment claims to third parties.
Article 22 Governing law and disputes
22.1 Dutch law governs the agreements. The 1980 Vienna Sales Convention is excluded.
22.2 The parties use every effort to settle disputes under the agreement and resulting agreements amicably, using mediation if necessary. 22.3 Unless written agreement provides arbitration under the Stichting Geschillenoplossing Automatisering rules (www.sgoa.eu), the District Court of Noord-Holland has exclusive jurisdiction.
Chapter 2. Processing personal data
Article 23 General
23.1 This chapter supplements the General Provisions only where the supplier processes personal data as a processor or subprocessor for controllers under data protection law. Together with practical processing arrangements in the agreement or annex, it forms a processing agreement under GDPR Article 28(3).
23.2 The customer or its client is the GDPR controller, controls processing and determines its purposes and means. The supplier processes on the customer’s behalf according to agreed written instructions.
23.3 As GDPR processor, the supplier does not control processing purposes or means and makes no decisions concerning, among other things, use of personal data.
23.4 The supplier implements the GDPR as set out in this chapter and the agreement. The customer must assess whether this provides sufficient guarantees of appropriate technical and organisational measures for GDPR compliance and protection of data subjects’ rights.
23.5 The customer warrants GDPR compliance, adequate ongoing system and infrastructure security, and lawful data content, use and processing without infringement of third-party rights.
23.6 The customer cannot recover an administrative fine imposed by a supervisory authority from the supplier on any basis unless caused by the supplier’s intentional or deliberately reckless act or omission. Supervisory authority means an authority under the GDPR.
Article 24 Security
24.1 The supplier takes appropriate agreed technical and organisational security measures, considering current technology, implementation costs, nature, scale and context of processing, its products and services, processing risks, and risks of varying likelihood and severity to individuals’ rights and freedoms foreseeable from intended use.
24.2 Unless expressly agreed otherwise, supplier products and services are not configured for special-category data or data concerning criminal convictions or offences.
24.3 The supplier must ensure its security measures are appropriate for the intended product or service use.
24.4 In the customer’s judgment, the stated measures provide security appropriate to processing risks, considering Article 24.1’s factors.
24.5 The supplier may change measures as it considers necessary to maintain appropriate security, documenting significant changes and informing the customer where relevant.
24.6 The customer may request additional measures, which the parties will discuss. The supplier need not change measures unless required by applicable EU or national law. Reasonable costs of customer-requested changes may be charged.
Article 25 Personal data breaches
25.1 The supplier informs the customer of discovered data breaches without undue delay in the agreed manner or, absent agreement, through usual contact with the customer representative.
25.2 The controller, customer or its client, assesses whether reported breaches must be notified to authorities or data subjects. Notification always remains the controller’s responsibility; the supplier has no such notification obligation.
25.3 Where necessary, the supplier provides further breach information and assists with information required for the customer’s notification to authorities or data subjects.
25.4 Reasonable related costs may be charged at then-current rates, following consultation.
Article 26 Confidentiality
26.1 The supplier ensures persons processing personal data under its responsibility are bound by confidentiality.
26.2 The supplier may disclose data to third parties insofar as necessary under a court judgment, law, authorised government order or proper agreement performance.
Article 27 Obligations on termination
27.1 On termination of processing, the supplier deletes all customer personal data it holds within the agreed period so it is unusable and inaccessible or, if agreed, returns it in machine-readable form.
27.2 Related costs may be charged to the customer; further arrangements may be agreed.
27.3 Article 27.1 does not apply where law prevents deletion or return, wholly or partly; processing then continues only as legally necessary. Nor does it apply where the supplier is the GDPR controller for the data.
Article 28 Data subjects’ rights, DPIA and audits
28.1 The supplier assists reasonable customer requests concerning data subjects’ rights and refers direct requests from data subjects to the customer.
28.2 Where the GDPR requires the customer to conduct a DPIA or subsequent prior consultation, the supplier assists upon request.
28.3 On request the supplier supplies reasonably necessary compliance information, such as a valid Data Pro Certificate or equivalent, an independent commissioned audit or other information. If doubts remain, the customer may fund at most one annual audit by an independent certified external expert demonstrably experienced in the processing concerned. The supplier may reject a competitor-affecting expert, in which case the parties jointly choose another. Audits cover only agreed data-processing compliance. The expert is bound by confidentiality, reports only contractual shortcomings to the customer and gives the supplier a copy. The supplier may reject an expert, audit or instruction conflicting, in its opinion, with the GDPR, other law or its security measures.
28.4 The parties promptly discuss findings and implement proposed improvements insofar as reasonably expected. The supplier implements improvements it considers appropriate given processing risks, technology, costs, market and intended use.
28.5 The supplier may charge the customer its costs under this article.
Article 29 Subprocessors
29.1 The agreement states whether and which third-party subprocessors are engaged.
29.2 The customer permits other subprocessors for contractual performance; the supplier remains responsible to the customer for their legal compliance.
29.3 The supplier informs the customer of changes to engaged third parties, and the customer may object.
Chapter 3. Software as a Service (SaaS)
Article 30 SaaS performance
30.1 This chapter supplements the General Provisions only insofar as the supplier provides SaaS services.
The supplier provides SaaS on the customer’s instructions. The customer may use it only for its own business or organisation and only as necessary for the intended use. Third-party use is not permitted.
30.2 The supplier may change SaaS scope or content, notifying substantial changes affecting customer procedures as early as possible. Change costs always fall to the customer, including legally driven changes. The customer may terminate in writing effective on the change date unless required by relevant law or authority rules, or the supplier bears the cost.
30.3 The supplier may continue SaaS using new or modified software and need not retain, alter or add features specifically for the customer.
30.4 The supplier may temporarily suspend all or part of SaaS for maintenance or other service, no longer than necessary and, where possible, during lowest usual usage.
30.5 No physical medium or download of underlying software is owed.
30.6 Unless otherwise agreed, the customer configures, parameterises, tunes, converts and uploads data itself and adapts equipment and user environment as needed.
Article 31 Warranty
31.1 SaaS is not warranted error-free or uninterrupted. For supplier-developed software, the supplier uses best efforts to fix Article 36.3 errors reported precisely in writing within reasonable time, possibly deferring to a new version. No correction of third-party SaaS is guaranteed. Temporary solutions, workarounds or restrictions are permitted. Repairs to customer-commissioned components may be charged at usual rates. Other imperfections need not be repaired; any voluntary repair may carry a separate fee.
31.2 Using supplier information about preventing or limiting failures, errors, data corruption or loss and other incidents, the customer assesses organisational risks and takes additional measures if needed. The supplier will reasonably assist on request under its stated financial or other conditions. Data restoration is limited to reinstating the latest available backup where possible.
31.3 Timely adaptation to legislative changes is not guaranteed.
Article 32 Commencement; fees
32.1 SaaS and any support start within a reasonable period after contracting, normally when access means are supplied. The customer promptly obtains required facilities.
32.2 The agreed SaaS fee is payable. Without a payment schedule, all SaaS amounts are due monthly in advance by calendar month.
Article 33 Supplementary provisions
33.1 Articles 34.3, 34.5, 34.8, 36.1 (excluding its reference to Article 40), 36.11, 48.4, 49.1, 49.2, 62.2, 62.4 and 63 apply correspondingly; read ‘software’ as ‘SaaS service’ and ‘delivery’ as ‘commencement of services’.
Chapter 4. Software
Article 34 Usage rights and restrictions
34.1 This chapter supplements the General Provisions only for software supplied otherwise than as SaaS.
The supplier licenses agreed software for the contract term. Unless expressly agreed otherwise, use is non-exclusive, non-transferable, non-pledgeable and not sublicensable.
34.2 Supply and usage rights cover object code only, not source code. Source code and development documentation are not provided even for an offered fee.
34.3 The customer strictly observes all agreed usage restrictions.
34.4 Where software is limited to specified equipment, it may temporarily run on similarly qualified equipment during an equipment failure.
34.5 The supplier may require obtaining usage codes from it, its supplier or the producer before use.
34.6 The customer may use software only within and for its own organisation as necessary for intended use, never for third parties such as SaaS or outsourcing.
34.7 The customer may never sell, rent, dispose of, encumber or otherwise make software, usage codes or media available to third parties for any purpose. Nor may it grant third-party access, including remotely, or arrange third-party hosting, even solely for its own benefit.
34.8 The customer promptly assists compliance investigations and grants access to premises and systems on request. The supplier strictly protects obtained confidential business information except information about software use itself.
34.9 The parties regard the software usage agreement as never being a purchase agreement.
34.10 Software maintenance and user or administrator support are not owed. If requested, the supplier may require a separate written agreement.
Article 35 Delivery and installation
35.1 The supplier chooses delivery on the agreed medium format, or its chosen format if none is agreed, or online. Agreed user documentation is provided in paper or digital form and a language of its choice.
35.2 Supplier installation is owed only if agreed; otherwise the customer installs, configures, parameterises and tunes software and adapts equipment and environment if needed.
Article 36 Acceptance
36.1 Without an agreed acceptance test, the customer accepts software as delivered, ‘as is’, with visible and hidden defects, without prejudice to Article 40. Acceptance occurs on delivery or completion of supplier installation if agreed in writing.
36.2 Articles 36.3–36.10 apply if an acceptance test is agreed.
36.3 ‘Errors’ mean substantial failure to meet expressly stated written functional or technical specifications, or expressly agreed written specifications for bespoke software. Errors must be demonstrable and reproducible and promptly reported. Other imperfections create no supplier obligations.
36.4 The agreed test period is fourteen days after delivery or completion of written agreed supplier installation. No productive or operational use is allowed during testing. The customer tests with qualified staff and sufficient breadth and depth.
36.5 The customer must test against expressly stated written specifications and, for bespoke software, expressly agreed written specifications.
36.6 The customer ensures data used in customer-commissioned testing may lawfully be used for that purpose.
36.7 Software is accepted on the first day after the agreed test period, or, if an Article 36.8 report arrives earlier, when reported errors are corrected, disregarding minor errors under Article 36.9. Any productive or operational use constitutes acceptance when it begins.
36.8 Errors found in testing must be reported in writing by the last test day, clearly, comprehensibly and in detail. The supplier uses best efforts to correct them within reasonable time and may use temporary solutions, workarounds or restrictions.
36.9 Acceptance cannot be withheld for matters outside expressly agreed written specifications, minor errors not reasonably preventing operational or productive use, or subjective aspects such as interface aesthetics. Minor-error correction under Article 40 remains due.
36.10 Rejection of a phase or component does not affect earlier phase or other component acceptance.
36.11 Acceptance discharges supplier obligations concerning software provision and delivery and, if agreed, installation.
36.12 Acceptance does not affect customer rights for minor errors under Article 36.9 or warranty under Article 40.
Article 37 Provision
37.1 Software is provided within a reasonable period after contracting.
37.2 Immediately after termination, all copies must be returned or, if agreed, destroyed with prompt written confirmation. The supplier need not assist data conversion at or after termination.
Article 38 Licence fees
38.1 Fees are due at agreed times or, absent agreement: without supplier installation, on delivery, and periodic fees thereafter at each new licence period’s start; with supplier installation, on completion and thereafter at each new periodic licence term’s start.
Article 39 Software modifications
39.1 Except mandatory statutory exceptions, modification requires prior written supplier consent, which may be withheld or conditional. The customer bears all risks of changes made by or for it, with or without consent.
Article 40 Warranty
40.1 The supplier uses best efforts to correct Article 36.3 errors reasonably promptly if precisely reported in writing within three months after delivery or agreed-test acceptance. Uninterrupted operation and correction of every error are not guaranteed. Repair is free except customer-commissioned non-fixed-price software, charged at usual rates.
40.2 User error, improper use or other non-attributable causes may incur usual repair rates. Unauthorised software changes end the repair obligation.
40.3 The supplier chooses repair location and method and may implement temporary solutions, workarounds or restrictions.
40.4 Corrupted or lost data need never be restored.
40.5 No obligation applies to errors reported after Article 40.1’s warranty period.
Chapter 5. Software and website development
This chapter supplements the General Provisions where the supplier designs or develops Chapter 4 software or websites for the customer and possibly installs them.
Article 41 Specifications and development
41.1 Development is always under a services agreement. If no specifications or design are supplied before or at contracting, the parties jointly specify in writing the software or website and development method.
41.2 The supplier develops with care according to express specifications or design and any written agreed project organisation, methods, techniques and procedures. It may require written customer approval before starting.
41.3 Without specific arrangements, design or development starts within a reasonable supplier-determined period after contracting.
41.4 On request, the customer allows work outside usual working days and hours at its premises.
41.5 Website development does not include a content management system.
41.6 Additional training, maintenance, support or domain applications may require a separate written agreement and are separately charged at usual rates.
41.7 Domain services such as application, renewal, disposal or transfer require compliance with the relevant authorities’ rules and procedures, supplied in writing on request. The supplier expressly accepts no responsibility for accuracy, timeliness or desired results. All application and registration costs are payable at agreed or usual rates. Allocation of a desired domain is not guaranteed.
Article 42 Agile software/website development
42.1 Iterative development, such as Scrum, begins without complete specifications; agreed specifications may be modified jointly during performance under the chosen method’s project approach.
42.2 Before work starts, the parties form joint teams ensuring direct communication and regular consultation, supplying agreed staff capacity, roles, expertise and decision powers. This capacity is a necessary minimum. Key staff remain available as reasonably possible, except circumstances beyond a party’s control. Specifications for each next phase or time-box are jointly decided. The customer accepts that not all specifications may be met and ensures permanent, active, organisationally supported end-user involvement in testing and decisions. Both parties ensure prompt progress decisions. If customer decisions are not timely and clear under the method, the supplier may make decisions it considers appropriate.
42.3 Agreed tests use only objective, measurable, pre-agreed criteria. Errors or imperfections are corrected only on the responsible team’s decision in a later iteration; extra iterations are at customer expense.
Article 43 Delivery, installation and acceptance
43.1 Article 35 applies correspondingly.
43.2 Unless hosted on the supplier’s own systems by agreement, software or websites are delivered on a medium and in a form chosen by the supplier, or made available online.
43.3 Article 36 applies correspondingly to acceptance.
43.4 For Article 42 methods, Articles 36.1, 36.2, 36.4–36.9, 36.12, 40.1 and 40.5 do not apply. The customer accepts the software or website ‘as is’ at the last development phase’s end.
Article 44 Usage rights
44.1 The supplier makes commissioned software or websites and any developed user documentation available for customer use.
44.2 Source code and development documentation are provided only if agreed in writing; the customer may then modify software.
44.3 Supporting software and program or data libraries needed for use or maintenance need not be provided.
44.4 Article 34 applies correspondingly to usage rights and restrictions.
44.5 Contrary to Article 44.4, no usage restrictions apply to supplied and paid software or websites only where the written agreement expressly states all design and development costs of customer-specific software are fully and solely borne by the customer.
Article 45 Fees
45.1 Without an agreed payment schedule, all software or website design and development amounts are due monthly in arrears by calendar month.
45.2 Development prices include usage rights during the contract term.
45.3 Development fees exclude supporting software and program/data libraries, installation, adaptation, maintenance and user support.
Article 46 Warranty
46.1 Article 40 applies correspondingly.
46.2 The supplier does not guarantee compatibility with every type or new version of browser, software, website or equipment.
Chapter 6. Software maintenance and support
Article 47 Maintenance services
47.1 This chapter supplements the General Provisions only for software maintenance and support services.
If agreed, the supplier maintains specified software, correcting Article 36.3 errors and, only if agreed in writing, providing new versions under Article 48.
47.2 The customer reports errors in detail. The supplier uses best efforts under usual procedures to correct errors or improve later versions, providing results in a manner and period it determines according to urgency and release policy. Workarounds, temporary solutions and restrictions are permitted. The customer installs, configures, parameterises and tunes corrections or new versions and adapts equipment and environment if needed. Other imperfections need not be corrected; voluntary work may carry a separate fee.
47.3 Articles 40.3 and 40.4 apply correspondingly.
47.4 For online maintenance, the customer promptly supplies sound, adequately secured infrastructure and network facilities.
47.5 Where practicable, the customer provides all requested cooperation, including temporary suspension of use and backing up all data.
47.6 For software not supplied by the supplier, the customer provides source code and technical documentation, including data models, designs and change logs, if considered necessary or desirable. It warrants authority to do so and permits supplier use and modification for agreed maintenance.
Article 48 New software versions
48.1 Maintenance includes new versions only insofar as agreed in writing; their provision is at supplier discretion.
48.2 Three months after an improved version becomes available, error correction, support and maintenance for earlier versions are no longer owed.
48.3 Versions with new functionality may require a further written agreement and fee. Existing functionality may be retained but is not guaranteed in every new version. Customer-specific retention, modification or addition of features is not owed.
48.4 The supplier may require customer system changes needed for a new version, including equipment, browser and software.
Article 49 Support services
49.1 Agreed support provides online, telephone or email advice to software users or administrators. Requests must be as complete and detailed as possible. The supplier may set reporting methods, qualifications and eligible person limits. Substantiated requests are handled reasonably promptly under usual procedures, without guarantees of accuracy, completeness or timeliness. Support is during usual opening hours on working days.
49.2 Agreed standby services keep staff available on specified days and times for urgent serious software failures, errors or imperfections. Timely resolution is not guaranteed.
49.3 Services under this chapter begin on contracting unless otherwise agreed in writing.
Article 50 Fees
50.1 Without an express payment schedule, maintenance and other chapter services are payable monthly in advance by calendar month.
50.2 Fees accrue from contract commencement regardless of whether software, maintenance or support is used.
Chapter 7. Advice and consultancy
Article 51 Advisory and consultancy performance
51.1 This chapter supplements the General Provisions only for advice and consultancy services.
The supplier performs independently, at its own discretion and without customer supervision or direction.
51.2 No completion period binds the supplier, since duration depends on factors such as customer information quality and cooperation by the customer and relevant third parties.
51.3 Services are provided only during usual supplier working days and hours.
51.4 The customer bears all risk of using advice or consultancy reports.
51.5 Without prior written consent, the customer must not disclose supplier working methods, techniques, advice or reports to third parties or publish the advice or reports.
Article 52 Reporting
52.1 The supplier periodically reports as agreed in writing. The customer gives advance written notice of relevant reporting needs, questions, priorities, resources, staffing and unusual or potentially unknown circumstances, distributes and reviews supplied information internally and reports its assessment back.
Article 53 Fees
53.1 Without an express payment schedule, chapter services are payable monthly in arrears by calendar month.
Chapter 8. Secondment services
Article 54 Secondment services
54.1 This chapter supplements the General Provisions only where staff are supplied to work under customer supervision and direction.
The supplier provides the specified employee under customer supervision and direction; work results are at customer risk. Unless agreed otherwise in writing, availability is forty hours weekly during usual supplier working days.
54.2 Other duties require prior written supplier consent.
54.3 Lending staff to third parties under their direction requires express written agreement.
54.4 The supplier endeavours to maintain staff availability on agreed days, except illness or departure. Even for named-person contracts, it may replace them after consultation with equally qualified persons.
54.5 Replacement may be requested for demonstrable failure to meet express quality requirements, reasoned within three working days of starting, or long-term illness or departure. The supplier gives prompt priority but cannot guarantee replacement. If unavailable or delayed, further performance and non-performance claims lapse, while payment for work done remains due.
Article 55 Secondment term
55.1 Contrary to Article 4, absent an agreed term, secondment is indefinite. Each party may terminate in writing with one calendar month’s notice after any initial term.
Article 56 Working hours and conditions
56.1 Working, holiday and rest times, duration and other relevant conditions match customer practice. The customer warrants legal compliance of hours and working conditions.
56.2 The customer informs the supplier of intended temporary or permanent business closure.
Article 57 Overtime and travel time
57.1 Customer-requested work exceeding agreed or usual daily hours or outside usual supplier working days is payable at agreed or usual overtime rates, disclosed on request.
57.2 Travel costs and time are charged under usual supplier rules and standards, disclosed on request.
Article 58 Hirer and other liability
58.1 The supplier promptly and fully remits applicable payroll tax, national and employee insurance contributions, the non-income-related Healthcare Insurance Act contribution and VAT for supplied staff. It indemnifies the customer against related tax or social-insurance authority claims provided it receives prompt written notice of existence and content and full handling, including settlements. The customer provides necessary authority, information and assistance, including defence in its name where needed.
58.2 The supplier accepts no liability for work-result quality under customer supervision and direction.
Chapter 9. Education and training
This chapter supplements the General Provisions for teaching, education, courses, workshops, training, seminars and similar services by any name or method, including electronically, referred to as ‘training’.
Article 59 Registration and cancellation
59.1 Registration is in writing and binding after supplier confirmation.
59.2 The customer chooses suitable training. Missing participant prerequisites do not reduce its obligations. Participant substitution requires prior written consent.
59.3 Based on registration numbers, the supplier may cancel, combine or postpone training. It may change venue only after consultation and make organisational or content changes in consultation with the customer.
59.4 Customer or participant cancellation follows usual supplier rules, must be written before training or the relevant part, and does not remove payment obligations; nor does nonattendance.
Article 60 Training delivery
60.1 The customer accepts that the supplier determines the content and depth of the training.
60.2 The customer shall inform participants of the obligations under the agreement and the supplier’s rules of conduct for attending the training, and monitor their compliance.
60.3 If the supplier uses its own equipment or software for the training, it does not warrant that this is error-free or operates without interruption. For training at the customer’s premises, the customer shall provide suitable classrooms and functioning equipment and software. If the facilities prove inadequate and training quality cannot therefore be guaranteed, the supplier may decline to start, shorten or discontinue the training.
60.4 Conducting an examination or test is not part of the agreement.
60.5 The customer owes a separate fee for documentation, training materials or resources provided or produced for the training. This also applies to training certificates and duplicates thereof.
60.6 If the training is offered through e-learning, Chapter 3, ‘Software-as-a-Service (SaaS)’, applies correspondingly as far as possible.
Article 61 Price and payment
61.1 The supplier may require payment of the applicable fees before the training starts. It may exclude participants if the customer has failed to pay on time, without prejudice to its other rights.
61.2 Costs of a preliminary investigation carried out by the supplier for a training plan or training advice may be charged separately.
61.3 Unless the supplier expressly states that the training is exempt from VAT under Article 11 of the Dutch Turnover Tax Act 1968, VAT is payable in addition to the fee. After conclusion of the agreement, the supplier may adjust its prices if the statutory VAT regime for training changes.
Chapter 10. Hosting
Article 62 Hosting services
62.1 In addition to the General Provisions of these terms, this chapter applies if and insofar as the supplier provides hosting and related services, under any name.
The supplier shall perform the hosting services agreed with the customer.
62.2 Where the agreement concerns disk space on equipment, the customer shall not exceed the agreed space unless the consequences are expressly covered by the agreement. Space on a server exclusively and specifically reserved for the customer is included only if expressly agreed in writing. All disk space, data traffic and other loads on systems and infrastructure are limited to the agreed maxima. Unused data traffic in one period cannot be carried forward. The supplier will charge its usual additional fees for exceeding the agreed maxima.
62.3 The customer is responsible for management, including checking settings, using the hosting service and using its results. Unless expressly agreed otherwise, the customer shall install, configure, parameterise and tune the software and utilities, adapt the equipment, other software and operating environment as necessary, and achieve any desired interoperability. The supplier is not obliged to convert data.
62.4 Security, backup, failover and recovery services are included only if expressly agreed in writing.
62.5 The supplier may temporarily suspend all or part of the hosting service for preventive, corrective or adaptive maintenance. Such suspension shall last no longer than necessary, take place outside office hours where possible and, depending on the circumstances, begin after consultation with the customer.
62.6 If the supplier provides domain-name services such as application, renewal, disposal or transfer to a third party, the customer must observe the relevant agencies’ rules and procedures. The supplier will provide a written copy on request. The supplier is not responsible for the accuracy or timeliness of these services or attainment of the customer’s intended results. Application and/or registration costs are payable at the agreed rates or, failing agreement, the supplier’s usual rates. The supplier does not guarantee allocation of the customer’s desired domain name.
Article 63 Notice and takedown
63.1 The customer shall always act carefully and lawfully towards third parties, in particular by respecting their intellectual property and other rights and privacy, not unlawfully distributing data, obtaining unauthorised system access or spreading viruses or other harmful programs or data, and refraining from criminal acts and breaches of any other statutory obligation.
63.2 To prevent or limit liability towards third parties, the supplier may always take measures concerning acts or omissions by or at the risk of the customer. At the supplier’s first written request, the customer shall immediately remove data and/or information from the supplier’s systems; otherwise the supplier may remove it or block access at its discretion. In the event of an actual or threatened breach of Article 63.1, the supplier may also deny access to its systems immediately without prior notice. This does not prejudice other measures or statutory or contractual rights against the customer. In such cases the supplier may also terminate the agreement immediately without liability to the customer.
63.3 The supplier cannot be required to assess third-party claims or the customer’s defence, or to participate in disputes between them. The customer shall deal directly with the third party and inform the supplier in writing with proper documentary substantiation.
Chapter 11. Purchase of equipment
Article 64 Purchase and sale
64.1 In addition to the General Provisions, this chapter applies only if the supplier sells equipment of any kind and/or other tangible items to the customer. The supplier sells the types and quantities agreed in writing.
64.2 The supplier does not warrant that the equipment and/or items are suitable on delivery for actual or intended use, unless the purposes are clearly and unreservedly specified in the written agreement.
64.3 The sale does not include assembly and installation materials, software, consumables, batteries, stamps, ink cartridges, toner products, cables or accessories.
64.4 The supplier does not warrant that assembly, installation and operating instructions are error-free or that the equipment and/or items have the properties stated in those instructions.
Article 65 Delivery
65.1 Equipment and/or items sold are delivered ex warehouse. Delivery to a location designated by the customer will be arranged only if agreed in writing. In that case, where possible the supplier shall notify the customer in good time of the intended delivery time by the supplier or carrier.
65.2 Transport, insurance, lifting and hoisting, hire of temporary facilities and similar costs are excluded from the purchase price and charged where applicable.
65.3 If the customer requests removal or destruction of old materials, such as networks, cabinets, cable ducts, packaging, equipment or data on equipment, or the supplier is legally obliged to do so, the supplier may accept a written order at its usual rates. No fee will be charged insofar as charging is prohibited by law, for example under an old-for-new scheme.
65.4 Installation, configuration and/or connection of equipment and/or items will be arranged if agreed in writing. Any installation or configuration obligation excludes data conversion and software installation. The supplier is not responsible for obtaining any necessary permits.
65.5 The supplier may always perform the agreement through partial deliveries.
Article 66 Trial installation
66.1 The supplier is obliged to provide a trial installation of equipment of interest only if agreed in writing, and may impose financial or other conditions. A trial installation means temporarily placing standard equipment without accessories in a room provided by the customer before the final purchase decision. The customer is liable for use, damage, theft or loss of the trial equipment.
Article 67 Environmental requirements
67.1 The customer shall provide an environment meeting the supplier’s equipment and/or item requirements, including temperature, humidity and technical environmental requirements.
67.2 The customer shall ensure that third-party work, such as construction work, is performed properly and on time.
Article 68 Warranty
68.1 The supplier shall use its best efforts to remedy material and manufacturing defects in sold equipment and/or other items and warranty replacement parts free of charge within a reasonable period, provided the defects are reported in detail within three months of delivery. If, in the supplier’s reasonable opinion, repair is impossible, would take too long or entail disproportionate costs, it may replace the equipment and/or items free of charge with similar but not necessarily identical ones. Data conversion required by repair or replacement is excluded. Replaced parts become the supplier’s property. The warranty lapses if defects arise wholly or partly from incorrect, careless or unskilled use, external causes such as fire or water damage, or alterations to the equipment or warranty parts made by or for the customer without the supplier’s consent. Such consent shall not be unreasonably withheld.
68.2 Any other or further claim by the customer for non-conformity of the delivered equipment and/or items beyond Article 68.1 is excluded.
68.3 Work and repairs outside this warranty are charged at the supplier’s usual rates.
68.4 Under the purchase agreement, the supplier has no obligation concerning errors or other defects reported after the warranty period in Article 68.1.
Chapter 12. Rental of equipment
Article 69 Rental and letting
69.1 In addition to the General Provisions, this chapter applies only if and insofar as the supplier rents equipment of any kind to the customer.
The supplier rents the equipment specified in the rental agreement and its user documentation to the customer.
69.2 Rental excludes software on separate data carriers and operating supplies and consumables needed for the equipment, such as batteries, ink cartridges, toner products, cables and accessories.
69.3 Rental starts on the day the equipment is made available to the customer.
Article 70 Initial inspection
70.1 Before or upon making the equipment available, the supplier may record its condition and defects in an initial inspection in the customer’s presence. It may require the customer’s signed approval of the report before releasing the equipment for use. Recorded defects are at the supplier’s expense. Where defects are found, the parties agree whether, how and when they will be remedied.
70.2 If the customer fails to cooperate properly with the initial inspection under Article 70.1, the supplier may inspect in the customer’s absence and draw up the report itself. This report is binding on the customer.
70.3 If no initial inspection takes place, the customer is deemed to have received the equipment in good, undamaged condition.
Article 71 Use of equipment
71.1 The customer shall use the equipment only for the agreed purpose, at the agreed locations, and within and for its own organisation or business. Use by or for third parties is prohibited. The right of use is non-transferable. The customer may not sublet the equipment or otherwise allow third parties to use or share it.
71.2 The customer shall install, configure, connect and prepare the equipment for use itself.
71.3 The customer may not pledge, use as security or otherwise dispose of any part of the equipment.
71.4 The customer shall use and safeguard the equipment with due care and take sufficient measures to prevent damage. It shall immediately notify the supplier of damage. In all cases the customer is liable to the supplier for damage, theft, loss or misappropriation of the equipment during rental.
71.5 The customer shall not alter or add to any part of the equipment. Any alterations or additions nevertheless made must be reversed or removed by the end of the rental agreement at the latest.
71.6 Defects in alterations or additions made by or for the customer, and equipment defects arising from them, are not defects under Article 7:204 of the Dutch Civil Code. The customer has no claim against the supplier in this respect, and the supplier need not repair or maintain them.
71.7 The customer is not entitled to compensation for alterations or additions it made to the rented equipment that, for any reason, have not been reversed or removed at or after the end of rental.
71.8 The customer shall immediately notify the supplier in writing of any seizure of the equipment, identifying the attaching creditor and reason. It shall immediately show the rental agreement to the bailiff executing the seizure.
Article 72 Maintenance of rented equipment
72.1 The customer shall not maintain the rented equipment itself or have a third party maintain it.
72.2 The customer shall immediately report defects in writing. The supplier shall use its best efforts to remedy defects for which it is responsible within a reasonable time as corrective maintenance. It may, but need not, perform preventive maintenance. On request the customer shall enable corrective and/or preventive maintenance. The parties shall discuss maintenance dates and times in advance by mutual consultation. No replacement equipment is due during maintenance.
72.3 The duty to remedy defects excludes defects accepted by the customer upon entering the rental agreement; defects caused by external factors; defects attributable to the customer, its staff or engaged third parties; defects from careless, incorrect or improper use or use contrary to documentation; defects related to non-recommended or unauthorised parts or consumables; defects caused by use contrary to the equipment’s purpose; and defects caused by unauthorised alterations or additions.
72.4 If the supplier remedies or arranges remedy of the defects in the preceding paragraph, the customer owes the related costs at the supplier’s usual rates.
72.5 The supplier may always choose to replace the equipment with similar, but not necessarily identical, equipment instead of repairing defects.
72.6 The supplier is never obliged to restore or reconstruct lost data.
Article 73 Final inspection and return
73.1 At the end of rental, the customer shall return the equipment in its original condition and remove any data from it. Return transport costs are borne by the customer.
73.2 Before or no later than the last working day of rental, the customer shall cooperate with a joint final inspection. The parties shall jointly record the findings in a report signed by both. If the customer does not cooperate, the supplier may inspect in its absence and draw up the report itself. That report is binding on the customer.
73.3 The supplier may have defects recorded in the final inspection report that reasonably fall within the customer’s responsibility remedied at the customer’s expense. The customer is liable for the supplier’s loss resulting from temporary unavailability or inability to rent out the equipment further.
73.4 If the customer has not reversed an alteration or removed an addition by the end of rental, it is deemed to have waived all rights to that alteration or addition.
Chapter 13. Equipment maintenance
Article 74 Maintenance services
74.1 In addition to the General Provisions, this chapter applies if and insofar as the supplier maintains equipment of any kind for the customer.
The supplier maintains the equipment specified in the agreement, provided it is located in the Netherlands.
74.2 The customer is not entitled to temporary replacement equipment while the supplier holds the equipment for maintenance.
74.3 The content and scope of maintenance services and any service levels shall be set out in writing. Otherwise, the supplier shall use its best efforts to remedy faults properly reported in writing within a reasonable time. In this chapter, a ‘fault’ means failure of the equipment, continuously or intermittently, to meet the specifications expressly communicated in writing by the supplier. A fault exists only if the customer can demonstrate it and it can be reproduced. The supplier may, but need not, perform preventive maintenance.
74.4 The customer shall notify the supplier immediately of an equipment fault by a detailed written description.
74.5 The customer shall provide all reasonably requested maintenance assistance, such as temporarily ceasing use. It shall grant the supplier’s staff or designated third parties access to the equipment location, provide all other necessary cooperation and make the equipment available for maintenance.
74.6 Before submitting equipment for maintenance, the customer shall make a complete, functioning backup of all software and data stored in or on it.
74.7 At the supplier’s request, a suitably qualified member of the customer’s staff shall be present for consultation during maintenance.
74.8 The customer may connect equipment and systems not supplied by the supplier and install software on the equipment.
74.9 If the supplier considers testing connections with other equipment or software necessary for maintenance, the customer shall provide that equipment and software, test procedures and data carriers.
74.10 The customer shall provide test materials needed for maintenance that are not part of the supplier’s normal equipment.
74.11 The customer bears the risk of loss, theft or damage while the supplier holds the equipment for maintenance. Insurance against this risk is at the customer’s discretion.
Article 75 Maintenance fee
75.1 The maintenance price excludes costs of consumables or their replacement, such as batteries, stamps, ink cartridges, toner products, cables and accessories; costs of parts or their replacement and services to remedy faults caused wholly or partly by repair attempts by others; equipment overhauls; modifications; relocation, removal, reinstallation, transport for repair or resulting work.
75.2 Maintenance fees are payable regardless of whether the customer uses or has started using the equipment or makes use of maintenance.
Article 76 Exclusions
76.1 Investigation or repair of faults caused by or related to user errors, improper use or external factors, such as defects in the internet, data-network connections, power supplies or connections with equipment, software or materials outside the maintenance agreement, is excluded from the supplier’s maintenance obligations.
76.2 The supplier’s maintenance obligations exclude investigation or repair of faults caused by or related to equipment changes made other than by or on behalf of the supplier, use contrary to the applicable conditions, or the customer’s failure to arrange timely maintenance. Investigation or repair of faults related to installed software is also excluded.
76.3 Maintenance and/or investigation relating to Articles 76.1 and/or 76.2 may be charged additionally at the supplier’s usual rates.
76.4 The supplier is never obliged to restore data corrupted or lost as a result of faults and/or maintenance.
MooveTeam SL User agreement
MooveTeam SL User’s Acknowledgment and Acceptance of Terms
Mooveteam, S.L. (“Us” or “We”) provides the mooveteam.com web-page, moove80.mooveteam.com game creation environment and various related services and apps (collectively, the “site”) to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between us and you.
BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE DO NOT USE THE SITE. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.
We expressly reserve the right to change these Terms of Use. In this case You will be notified by us. Your continued use of this site after such notifications will constitute acknowledgment of the modified Terms of Use.
As used in these Terms of Use, references to our “Affiliates” include our suppliers, partners and all parties involved in creating, producing, and/or delivering this site and/or its contents.
- Description of Services
mooveteam service enables the users of the site to create outdoor and indoor games in their chosen location. The games can be played on a mobile devices using mooveteam mobile applications.
Site user is responsible for ensuring safety and playability of the games and suitability of questions and locations for games and gameplay. mooveteam does not review the games, results and content nor do we accept any liability coming from the games, content and results.
You are responsible for providing, at your own expense, all equipment necessary to use the services, including a computer, mobile devices, and Internet access (including payment of all fees associated with such access).
We reserve the right to modify the site, including any of the site’s features, at any time. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then-current services on this site shall also be subject to these Terms of Use.
- Registration Data and Privacy
In order to access the services on this site, you will be required to use an account and password that can be obtained by completing online registration form, which requests certain information and data (“Registration Data”). By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate.
Mooveteam system is not meant to securely store critical information. Never enter personal, classified, confidential or business critical information into moove80.mooveteam.com.
Please refer to mooveteam Privacy Policy for in depth Policies about Privacy. Privacy Policy is integral part of Terms of Use and accepting Terms of Use means also accepting Privacy Policy.
- Conduct on Site
Your use of the site is subject to all applicable laws and regulations, and you are solely responsible for the substance of your actions through the site.By using this site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content – including text, communications, images, sounds, data, or other information – that:
- is unlawful, threatening or otherwise violates our rules or policies;
- victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; ● infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the site. We do not pre-screen, monitor, or edit the content posted by users of this site or other interactive services that may be available on or through this site. However, we have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See “Unauthorized Use of Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party. See Privacy Policy for procedures to be followed if you believe that your Privacy is compromised.
You may not use your account to breach security of another account. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone
else’s use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability.
You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
- Third Party Sites and Information
This site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.
- Intellectual Property Information
For purposes of these Terms of Use, “content” is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our site and mobile application.
By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of mooveteam OÜ and/or its Affiliates.
Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. See “Unauthorized Use of
Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
The following are registered trademarks, trademarks or service marks of mooveteam OÜ or its Affiliates: mooveteam, mooveteam, mooveteam. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of mooveteam OÜ or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of mooveteam or its Affiliates.
- Use of Materials
We respect the intellectual property of others, and we expect you to do the same. If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to us(as identified below) immediately. To be effective, the notification should include:
- Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed). 2. Identify the material that you claim is infringing the copyrighted work listed in item #1 above (link, screenshot).
- Provide your contact email address.
- Provide information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (email address).
- Send the communication to
- info@mooveteam.com
You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party.
- Disclaimer of Warranties
ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT
(A) THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR
(D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Content available through this site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Mooveteam, S.L. spokesperson speaking in his/her official capacity.
You understand and agree that temporary interruptions of the services available through this site may occur. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.
You understand and agree that the services available on this site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
- Limitation of Liability
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.
MOOVETEAM, S.L. SHALL NOT BE LIABLE IN ANY WAY FOR THE RISKS AND HAZARDS COMING FROM THE GAMES, QUESTIONS AND LOCATIONS USED TO CREATE GAMES WITH MOOVETEAM SYSTEM. CREATOR OF INDIVIDUAL GAMES, QUESTIONS AND LOCATIONS AND PERSON RUNNING ACTUAL GAMES ABOVE ALL ARE RESPONSIBLE FOR CHOOSING PROPER CONTENT, LOCATIONS AND ENSURING PLAYERS SAFETY.
8a.Refunds
We do not offer refunds in the form of money. That includes subscription fees, consultancy fees and team-credit costs.
To determine if the software is suitable for the users purposes, test period with trial team-credits is used. Users are advised to make full use of trial period before any commitment.
In case an event is not delivered to the quality because of the software issues, the user is advised to open a ticket at mooveteam support base, stating the issue and circumstances, providing the link to the event results and providing information about the device in use. In this case it is possible to refund the team credits used on the specific event. Refund is transferred as additional team credits to the users account.
- Indemnification
Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
- Security and Password
You are responsible for maintaining the confidentiality of your user name, password and account. You are responsible for all statements made and acts that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password.
- International Use
This site is accessible from several countries around the world. Users are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.
- Termination of Use
You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
- Governing Law
This site (excluding any linked sites) is controlled by us from our offices in European Union. It can be accessed from several countries in EU and outside. As each of these places has laws that may differ from those of EU, by accessing this site both of us agree that the statutes and laws of the EU, without regard to the conflicts of laws principles thereof and the United Nations
Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the Spain with respect to such matters.
- Notices and correspondence
All notices to a party shall be in writing and shall be made via email. Notices to us must be sent to the attention of Customer Service at info@mooveteam.com by email. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.
By using the service you agree to receive service related emails from mooveteam. These include transactional correspondence and service related correspondence.
Upon registering the user will be signed up for newsletter. User can unsubscribe from the newsletter any time by clicking the unsubscribe link. We reserve the right to send the users service related emails for the duration of the subscription.
- Entire Agreement
These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.
- Miscellaneous
In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.
- Contact Information
Except as explicitly noted on this site, the services available through this site are offered by Mooveteam, S.L., Barcelona, Spain. If you notice that any user is violating these Terms of Use, please contact us at info@mooveteam.com.
