Terms & Conditions

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Applicability Eumedianet Conditions

The Eumedianet Conditions consist of the General module in question and the following separate specific modules:

  1. Development of software
  2. Maintenance of software
  3. Application Service Provision, Software as a Service and Computer Service
  4. Consultancy, consultancy and project management
  5. Other services
  6. Sale of ICT, telecommunication and office equipment and other items
  7. Maintenance of ICT, telecommunication and office equipment

General

1.2 This module General of Eumedianet Conditions applies to all offers and agreements whereby supplier delivers goods and / or services of whatever nature and under whatever name to the client. The specific module or modules of the Eumedianet Conditions that are agreed between supplier and client also apply. If this module General of the Eumedianet Conditions on any part conflicts or is incompatible with the stipulations in the specific module or modules of the Eumedianet Terms agreed between the supplier and the client, it shall prevail in the relevant specific module or modules.

1.3 Where in the Eumedianet Conditions the term ‘general conditions’ is used, this means the provisions of this module General in combination with the provisions of one or more agreed specific modules of the Eumedianet Conditions.

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

1.5 The applicability of purchase or other conditions of the client is explicitly rejected.

1.6 If any provision of these general terms and conditions is null and void or is nullified, the other provisions of these general terms and conditions will remain in full force. In that case, the Supplier and the Client will consult with the aim of agreeing new provisions to replace the void or voided provisions, with due regard for the purpose and intent of the void or voided provisions.

  1. Offers

2.1 All offers and other expressions of supplier are without obligation, unless the supplier has indicated otherwise in writing.

2.2 The Client guarantees the correctness and completeness of the information provided to the supplier by or on behalf of the supplier on which the supplier bases his offer. Client always takes the utmost care that the requirements that the supplier’s performance must meet are correct and complete. Measurements and data stated in drawings, images, catalogs, websites, quotations, advertising material, standardization sheets, etc. are not binding on the supplier, unless explicitly stated otherwise by the supplier.

  1. Price and payment

3.1 All prices are exclusive of turnover tax (VAT) and other levies that are or will be imposed by the government. Unless otherwise agreed, all prices are always in euros and the client must pay all payments in euros.

3.2 All preliminary calculations and budgets issued by the supplier are only indicative, unless the supplier makes a different notification in writing. The client can never derive any rights or expectations from a preliminary calculation or budget issued by the supplier. An available budget made known by the Client to the Supplier shall never apply as a (fixed) price agreed between the parties for the performances to be performed by the Supplier. Only if this has been agreed in writing between the parties, the supplier is obliged to inform the client if a supplier’s estimate or budget is exceeded.

3.3 If the client consists of several natural persons and / or legal entities, each of these persons shall be held jointly and severally to pay the amounts due from the agreement.

3.4 With regard to the services performed by the supplier and the amounts owed by the client, the relevant documents and data from the supplier’s administration or systems provide complete proof, without prejudice to the client’s right to provide proof to the contrary.

3.5 In the event of a periodic payment obligation of the client, the supplier shall be entitled to adjust the applicable prices and rates in writing within a period of at least three months. If the client does not agree with such an adjustment, the client is entitled to terminate the agreement in writing within thirty days of the notification by the date on which the adjustment would take effect. The Client does not, however, grant such right to terminate if it has been agreed between the parties that the applicable prices and rates will be adjusted in accordance with an index or other standard agreed between the parties.

3.6 The parties shall record in the agreement the date or dates on which the supplier charges the fee for the agreed services to the client. Amounts due are paid by the client according to the agreed payment conditions or on the invoice. In the absence of a specific arrangement, the client will pay within a period to be determined by the supplier after the invoice date. The Client is not entitled to suspend any payment or to set off amounts due.

3.7 If the client fails to pay the amounts due or fails to do so on time, the client will owe statutory commercial interest on the outstanding amount, without any demand for payment or notice of default being required. If the client remains negligent after payment or notice of default to pay the claim, the supplier can hand over the claim, in which case the client in addition to the total amount due then is also obliged to pay all judicial and extrajudicial costs, including all costs calculated by external experts.

  1. Confidentiality and takeover staff

4.1 The Client and the Supplier shall ensure that all data received from the other party that is known or should reasonably be known to be of a confidential nature remain secret. The party that receives confidential data will only use it for the purpose for which it was provided.

Information shall in any case be regarded as confidential if it has been designated as such by one of the parties.

4.2 Each of the parties will, during the term of the agreement, as well as one year after the end thereof only with the prior written consent of the other party, employ employees of the other party who are or have been involved in the execution of the agreement than or otherwise, directly or indirectly, letting them work for themselves. Conditions may be attached to this permission.

  1. Privacy, data processing and security

5.1 If the supplier considers this to be important for the    execution of the agreement, the client will promptly, upon request, inform the supplier in writing about the manner in which the client performs his obligations under legislation in the field of the protection of personal data.

5.2 Client indemnifies supplier for claims    of persons whose personal data is registered or processed in the context of a personal registration held by the client or for which the client is otherwise responsible by virtue of the law, unless the client proves that the facts on which the claim is based are exclusively attributed to the supplier must become.

5.3 The responsibility for the data processed using a service provided by the supplier lies solely with the client. The Client warrants to the Supplier that the content, the use and / or the processing of the data are not unlawful and do not infringe any right of a third party.The Client indemnifies the supplier against any legal claim by third parties, on any grounds whatsoever, in connection with this data or the performance of the agreement.

5.4 If the supplier is obliged under the agreement to provide a form of information security, that security shall comply with the specifications concerning security as agreed between the parties in writing. The supplier never guarantees that the information security is effective under all circumstances. If an explicitly described security is lacking in the agreement, the security will comply with a level which, in view of the state of the technology, the sensitivity of the data and the costs associated with securing the security is not unreasonable.

5.5 If computer, data or telecommunications facilities are used in the performance of the agreement or otherwise, the supplier shall be entitled to assign access or identification codes to the client. Supplier is entitled to change assigned access or identification codes. The Client will treat the access and identification codes confidentially and with care and will only make this known to authorized staff members. Supplier is never liable for damage or costs that result are of use or abuse that of access or    identification codes is made, unless the abuse has been possible as a direct result of an act or omission of the supplier.

  1. Reservation of property and rights, case formation and suspension

6.1 All goods delivered to the client remain the property of the supplier until all amounts owed by the client to the supplier on the basis of the agreement concluded between the parties have been paid in full to the supplier. A client acting as a reseller will be allowed to sell and resell all items that are subject to the supplier’s retention of title insofar as this is customary in the context of the normal conduct of his business. If the client (partly) from the goods delivered by the supplier forms a new item, the customer shall only constitute the item for the supplier and the client shall keep the newly formed item for the supplier until the client has paid all the amounts owed on the basis of the agreement; In that case, the supplier remains the owner of the newly formed item until the moment of full payment by the client.

6.2 The property law consequences of the retention of title of an item intended for export shall be governed by the law of the State of destination if this right contains more favorable provisions for the supplier.

6.3 Rights, including user charges, shall be granted or transferred to the client, if applicable, on the condition that the client has paid in full all the fees owed by the agreement concluded between the parties. If the parties have agreed on a periodic payment obligation of the client for the granting of a right of use, the client will be entitled to the right of use as long as he fulfills his periodic payment obligation.

6.4 Supplier may retain the goods, products, property rights, data, documents, software, data files and (interim) results of the supplier’s services received or generated within the framework of the agreement, despite an existing obligation to deliver or transfer, until client has paid all amounts owed to supplier.

  1. Risk

7.1 The risk of loss, theft, misappropriation or damage to items, products, data, documents, software, data files or data (codes, passwords, documentation, etc.) that are manufactured or used within the framework of the execution of the agreement, over to client at the time when these are placed in the actual disposal of client or an auxiliary person of client. Insofar as these objects are in the actual power of disposal of the supplier or auxiliary persons of the supplier, the supplier bears the risk of loss, theft, embezzlement or damage.

  1. Intellectual property rights

8.1 If the supplier is prepared to commit to the transfer of an intellectual property right, such a commitment can only be entered into explicitly and in writing. If the parties agree in writing that a right of intellectual property with regard to software developed specifically for the client, websites, data files, equipment or other materials will be transferred to the client, this does not affect the right or the possibility of the supplier to comply with that development. underlying components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like, without any restriction for other purposes to use and / or exploit, either for itself or for third parties. Nor does the transfer of an intellectual property right affect the supplier’s right to make developments for himself or a third party that are similar or derived from those that have been or are being made for the benefit of the client.

8.2 All intellectual property rights to the software, websites, data files, equipment or other materials such as analyzes, designs, documentation, reports, quotations, as well as preparatory material developed by or made available to the client, are exclusively vested in the supplier. , its licensors or its suppliers. Client only obtains the rights of use expressly granted with these general terms and conditions and the law. A right of use accruing to the client is non-exclusive, non-transferable to third parties and not sublicensable.

8.3 The client is not permitted to remove or change any designation concerning the confidential nature or concerning copyrights, trademarks, trade names or any other intellectual property right from the software, websites, data files, equipment or materials.

8.4 Even if the agreement does not expressly provide for this in a power, the supplier is allowed to make technical provisions to protect the software, equipment, data files, websites and such in connection with an agreed restriction in the content or the duration of the right. to use these objects. The client shall never be permitted to have such a technical facility removed or circumvented.

8.5 The supplier indemnifies the client against any legal claim by a third party that is based on the claim that software, websites, data files, equipment or other materials developed by the supplier infringe an intellectual property right of that third party, provided that the client supplier immediately in writing informs about the existence and the content of the legal claim and the handling of the case, including the making of any settlements, entirely left to the supplier. The Client will provide the necessary powers of attorney, information and cooperation to the Supplier for this, if necessary in the name of the Client, against these legal claims.

to defend. This obligation to indemnify lapses if the infringement is related (i) to materials made available by the client for use, processing, processing or incorporation to the supplier, or (ii) with changes made by the client to the software, website without the written consent of the supplier. , has data files, equipment or other materials applied by a third party. If it is irrevocable in court that the software, websites, data files, equipment or other materials developed by the supplier itself infringe any intellectual property right belonging to a third party or if the supplier believes that there is a reasonable chance that such an infringement will occur the supplier shall, if possible, ensure that the client can continue to use the supplied, or functionally equivalent, other software, websites, data files, equipment or materials. Any other or further obligation to indemnify the supplier is excluded.

8.6 Client guarantees that no rights of third parties oppose making available to supplier of equipment, software, material intended for websites (visual material, text, music, domain names, logos, hyperlinks, etc.), data files or other materials, including design material, with the aim of use, processing, installation or incorporation (eg in a website). Client indemnifies supplier against any claim by a third party that is based on the assertion that such making available, use, processing, installation or incorporation infringes any right of that third party.

  1. Co-operation obligations

9.1 The parties acknowledge that the success of activities in the field of information and communication technology is generally dependent on and proper and timely mutual cooperation. In order to make a proper execution of the agreement possible by the supplier, the client will always timely provide all the data or information that the supplier deems useful, necessary and desirable and provide full cooperation. If the client employs his own personnel and / or auxiliary staff within the framework of the provision of cooperation in the execution of the agreement, these personnel and these auxiliary persons will have the necessary knowledge, expertise and experience.

9.2 Client bears the risk of the selection, use, application and management in his organization of the equipment, software, websites, data files and other products and materials and of the services to be provided by the supplier. The Client himself ensures the correct installation, assembly and commissioning and for the correct settings of the equipment, software, websites, data files and other products and materials.

9.3 If the client does not make the data, documents, equipment, software, materials or employees deemed useful, necessary or desirable for the performance of the agreement available to the supplier, or not timely or not in accordance with the agreements, or if the client does not fulfills its obligations, the supplier has the right to fully or partially suspend the execution of the agreement and the supplier also has the right to charge the resulting costs according to its usual rates, all this without prejudice to the right of the supplier to exercise from any other legal and / or agreed right.

9.4 In the event that employees of the supplier carry out work at the client’s location, the client shall provide the facilities reasonably needed by those employees, such as a workspace with computer, data and telecommunication facilities. The workspace and facilities will comply with all statutory and otherwise applicable requirements regarding working conditions. Client indemnifies supplier against claims from third parties, including employees of supplier, who suffer damage in connection with the execution of the agreement resulting from acts or omissions of client or unsafe situations in his organization. The Client will make the home and security rules applicable within his organization known to the employees deployed by the Supplier before the start of the work.

9.5 If computer, data or telecommunications facilities, including the internet, are used in the performance of the agreement, the client is responsible for the correct choice of the resources required for that purpose and for the timely and complete availability thereof, except for those facilities which are subject to direct use and management of supplier. Supplier is never liable for damage or costs due to transmission errors, malfunctions or non-availability of these facilities, unless client proves that this damage or costs are the result of intent or deliberate recklessness of the supplier’s management.

  1. Delivery terms

10.1 All mentioned or agreed by the supplier

(delivery) periods and (delivery) dates have been determined to the best of his knowledge on the basis of the information known to him when the agreement was entered into. The interim (delivery) dates mentioned by the supplier or agreed between the parties always apply as target dates, the supplier does not bind and always have only an indicative character. The Supplier shall make reasonable efforts to comply as far as possible with the (delivery) periods and the most (delivery) dates . The supplier is not bound by a delivery term, whether or not final or delivery term    (delivery) date that can no longer be achieved due to circumstances beyond its control that occurred after the conclusion of the agreement. Nor is the supplier bound by a final or delivery date or delivery or other delivery date if the parties change the content or scope of the agreement (additional work, changes to specifications, etc.) or    and modification of the approach to the implementation of the agreement have been agreed. If there is a risk of exceeding any term, the supplier and the client will consult to discuss the consequences of the exceedance for further planning.

10.2 The mere exceeding of a delivery term or delivery date agreed by the supplier or agreed between the parties does not result in the supplier being in default. In all cases – therefore also in case parties have agreed explicitly in writing a final (delivery) term or (delivery) date – the supplier will only be in default on account of the time limit after the client has given him written notice of default. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that the supplier is given the opportunity to respond adequately.

  1. Dissolution and cancellation of the agreement

11.1 The authority to dissolve the agreement on account of an attributable shortcoming in the fulfillment of the agreement shall only be granted to each of the parties if the other party, always in all cases, after having received the most detailed written notice of default with a reasonable period for the purification of the agreement. the shortcoming, attributably inadequate in the fulfillment of essential obligations from the agreement. Payment obligations of the client and all other obligations to cooperate by the client or a third party to be engaged by the client always apply as essential obligations from the agreement.

11.2 If the client has already received performances for the performance of the agreement at the time of the dissolution as referred to in Article 11.1, these performances and the associated payment obligation will not be subject to cancellation, unless the client proves that the supplier is in respect of the essential part of the agreement. that performance is in default. Amounts invoiced by the supplier prior to the dissolution in connection with what he has already performed or delivered in execution of the agreement shall continue to be payable in full with due observance of the previous sentence and shall become immediately due and payable at the time of the dissolution.

11.3 If an agreement which by its nature and content does not end with completion, has been entered into for an indefinite period of time, it can be terminated in writing by either party after proper consultation and stating reasons. If no period of notice has been agreed between the parties, a reasonable period must be observed in the termination. The parties will never be obliged to pay any compensation for termination.

11.4 The Client shall never be entitled to terminate an agreement of service provision or assignment that has been entered into for a definite period of time.

11.5 Each party can terminate the agreement in writing without notice of default with immediate effect if the other party is granted a moratorium, whether or not provisionally, if bankruptcy is filed in respect of the other party if the company of the other party is liquidated or terminated other than for the purpose of reconstruction or merger of companies, or if the decisive control over the client’s business changes. Supplier is never liable for this termination    to any refund of already received funds or to pay damages. In the event of bankruptcy of the client, the right to use software, websites and the like made available to the client shall lapse by operation of law.

  1. Liability of supplier

12.1 The total liability of the supplier due to an attributable shortcoming in the fulfillment of the agreement or any other reason, including explicitly also any shortcoming in the fulfillment of a guarantee obligation agreed with the client, is limited to compensation of direct damage up to the amount of the price stipulated for that agreement (excluding VAT). This limitation of liability applies mutatis mutandis to the indemnity obligation of the supplier as referred to in Article 8.5 of this General module. If the contract is essentially a one

contract with a duration of more than one year, the contract will be    stipulated price on the total of the fees (excluding VAT) stipulated for one year. In no case shall the total liability of the supplier for direct damage, for whatever reason, exceed  € 500,000 (five hundred thousand euros).

12.2 The supplier’s liability for damage caused by death, physical injury or due to material damage to objects shall never exceed € 1,250,000 (one million two hundred fifty thousand euros).

12.3 Supplier’s liability for indirect damage, consequential loss, lost profit, lost savings, loss of goodwill, loss due to business stagnation, damage due to customer claims, damage related to the use of goods, materials or third party software and damage related to the use of suppliers specified by the supplier to the supplier is excluded. Also excluded is the supplier’s liability for mutilation, destruction or loss of data or documents.

12.4 The exclusions and limitations of the supplier’s liability, as described in the previous paragraphs of this article 12, are without prejudice to the other exclusions and limitations of liability of the supplier under this General module and the other agreed modules of these general terms and conditions.

12.5 The exclusions and limitations referred to in article 12.1 up to and including 12.4 shall lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the supplier’s management.

12.6 Unless performance by the supplier is permanently impossible, the liability of the supplier arises due to imputable shortcoming in the performance of an agreement only if the client immediately gives the supplier written notice of default, whereby a reasonable period for the purification of the shortcoming is made, and the supplier also after that term remains accountable    failures in the performance of his obligations. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that the supplier is given the opportunity to respond adequately.

12.7 The condition for the existence of any right to compensation is always that the client reports the damage to the supplier in writing as soon as possible after the occurrence thereof. Any claim for compensation against the supplier shall lapse by the mere lapse of twenty-four months after the claim arose.

12.9 The Client indemnifies the Supplier against all third-party claims due to product liability as a result of a defect in a product or system supplied by the Client to a third party and which also consisted of by the Supplier.    delivered equipment, software or other materials, unless and insofar as the Client proves that the damage was caused by that equipment, software or other materials.

12.10 The provisions of this article and all other limitations and exclusions of liability mentioned in these general terms and conditions shall apply in favor of all (legal) persons of which the supplier engages in the execution of the agreement.

  1. Force majeure

13.1 Neither of the parties is obliged to fulfill any obligation, including any guarantee obligation agreed between the parties, if he is prevented from doing so as a result of force majeure. Force majeure also means: (i) force majeure of suppliers’ suppliers, (ii) not being in order

fulfill obligations of suppliers that are prescribed by the client to the supplier, (iii) defect in goods, equipment, software or materials of third parties whose use is prescribed by the client to the supplier, (iv) government measures, (v) electricity failure, (vi) disruption of the Internet, computer network or telecommunications facilities, (vii) war, (viii) job occupation, (ix) strike, (x) general transport problems and (xi) the unavailability of one or more employees.

13.2 If a force majeure situation lasts longer than ninety days, each party has the right to dissolve the agreement in writing. What has already been performed on the basis of the agreement will in that case be settled proportionally, without the parties owing each other anything else.

  1. Change and additional work

14.1 If, at the request or with the prior consent of the client, the supplier has performed work or other services that fall outside the content or scope of the agreed activities and / or performances, these activities or performances will be reimbursed by the client in accordance with the agreed rates and, in the absence thereof, according to the usual rates of supplier. Supplier is never obliged to comply with such request and may require that a separate written agreement be concluded for this.

14.2 The Client accepts that work or performance as referred to in this article may affect the agreed or expected time of completion of the services and the mutual responsibilities of the Client and the Supplier. The fact that during the execution of the agreement (the demand for) additional work occurs, is never a reason for the client to terminate or dissolve the agreement.

14.3 Insofar as a fixed price has been agreed for the services, the supplier shall, upon request, inform the client in writing of the financial consequences of the extra work or services as referred to in this article.

  1. Transfer of rights and obligations

15.1 Client is not entitled to sell and / or transfer the rights and / or obligations under the agreement to a third party.

15.2 The Supplier is entitled to transfer its claims for payment of compensation to a third party.

16 Applicable law and disputes

16.1 The agreements between supplier and client are governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.

Terms and Conditions

Module 2 Development of software

  1. Applicability

1.1 These Terms and Conditions consist of the General module supplemented with one or more specific modules per product or service. The provisions included in the present module apply in addition to the provisions of the General module if the supplier develops software on behalf of the client for the client or one or more third parties and possibly installs the software.

1.2 The provisions of this module are inextricably linked to the provisions of the General module. In case of contradictions between the provisions of the General module and the provisions of this module, the latter will prevail.

  1. Specifications of the software

2.1 If specifications or a design of the software to be developed by or on behalf of the client have not been provided to the supplier before or at the time of entering into the agreement, the parties shall, in consultation, specify in writing which software will be developed and in which way the development will happen. The parties recognize that good cooperation and good mutual communication are crucial factors for the proper specification, design and development of software. The cooperation and mutual communication will take place as far as possible with due observance of the project organization, agreements and / or procedures agreed in writing between the parties.

2.2 The Client always guarantees the correctness, completeness and consistency of the data, specifications and designs provided to the Supplier, even if these data, specifications and designs originate from a third party. Inaccuracies, incompleteness and inconsistencies are always at the expense and risk of the client.

2.3 The Supplier is entitled, but not obliged, to investigate the correctness, completeness and consistency of the data, specifications or designs made available to it and to suspend the agreed work until the Client has removed the defects concerned, in the event of any deficiencies. The Client undertakes to notify the Supplier of the imperfections known to him in the specifications or the design of the software to be developed as quickly and completely as possible.

2.4 If the parties use a development method that is characterized by the premise that the design and / or development of parts of the software is subject to a further priority setting to be determined during the implementation of the agreement with respect to the specifications, this priority setting will always be good consultation between parties.

  1. Development of software

3.1 The Supplier shall develop the software with due care, with due observance of the specifications or the design of the software and – if applicable – with due observance of the project organization, methods, techniques, agreements and / or procedures agreed in writing with the Client. Before commencing the development work, the supplier may require the client to agree fully and unconditionally with the specifications or the design. The Supplier is entitled to suspend his work until the moment that the Client declares himself fully and unconditionally in writing with the specifications or the design.

3.2 The development work of the supplier is always carried out on the basis of a best efforts obligation, unless and insofar as the supplier has expressly promised a result in the written agreement and the result in question has moreover been described with sufficient certainty.

3.3 If it has been agreed that the development of the software will take place in phases or if the supplier uses a development method that is based on a phase-based execution, the supplier is entitled to postpone the commencement of the services that belong to a phase until the client has approved in writing the preceding phase.

3.4 Unless agreed otherwise in writing, the supplier is not obliged to follow timely and sound instructions given by the client during the execution of the development work. Supplier is not obliged to follow instructions that change or supplement the content or scope of Supplier’s performance obligations. However, if such instructions are followed, the relevant work will be reimbursed in accordance with the supplier’s usual rates.

3.5 If the agreement for the development of software has been entered into for the purpose of execution by one or more specific persons, the supplier shall always be entitled, after consultation with the client, to replace these persons at a time to be determined by the supplier by one or more other persons with the same qualifications.

3.6 If requested, the Client shall provide the Supplier with the opportunity to perform the work outside the usual working days and working hours at the Client’s office or location.

  1. Delivery and installation

4.1 The supplier shall deliver the software to the client on the agreed type and format of information carriers or deliver it (online) using telecommunication facilities. Supplier determines the method of delivery.

4.2 Only if agreed in writing between the parties, the supplier will install the software at the client. In the absence of express agreements on this matter, the client will install, set up, parameterise and tune the software himself and, if necessary, adapt the equipment and user environment used. Unless otherwise agreed in writing, the supplier is not obliged to perform data conversion.

4.3 The provision of user documentation takes place in paper or digital form. The supplier decides on the form and language in which he provides user documentation.

  1. Acceptance test and acceptance

5.1 If the parties have not agreed that an acceptance test will be carried out, the client accepts the software in the state in which it is at the time of delivery (‘as is’), therefore with all visible and invisible errors and defects, without prejudice to the obligations of supplier under the warranty of Article 11 of this module.

5.2 If an acceptance test has been agreed between the parties in writing, the provisions in articles 5.3 to 5.10 of this module apply.

5.3 Where this module refers to ‘errors’, this means substantially not meeting the functional or technical specifications expressly agreed between the parties. An error only exists if the client can demonstrate this and if it is reproducible. The Client is obliged to report any errors to the Supplier without delay.

5.4 If an acceptance test has been agreed, the test period shall be fourteen days after delivery or, if an installation to be carried out by the supplier has been agreed in writing, after completion of the installation. During the test period, the client is not allowed to use the software for productive or operational purposes. Client will carry out the agreed acceptance test with sufficiently qualified personnel and with sufficient scope and depth on the (interim) results of the development work, and he will report the test results to the supplier in writing, clear and understandable.

5.5 If an acceptance test has been agreed, the client is obliged to check under his full and exclusive responsibility whether the software delivered complies with the functional or technical specifications made known by the supplier in writing and, in the case of the software wholly or partially made-to-measure software, to the parties in writing agreed functional or technical specifications. Unless otherwise agreed in writing, the assistance provided by or on behalf of the supplier when carrying out an acceptance test is entirely at the expense and risk of the client.

5.6 The software will be accepted as between parties:

  1. if the parties have not agreed an acceptance test: at the time of delivery or, if an installation to be carried out by the supplier has been agreed in writing, at the completion of the installation, or
  2. if parties have agreed an acceptance test: on the first day after the test period, or
  3. if the supplier receives a test report as referred to in Article 5.7 before the end of the test period: at the moment that the errors stated in that test report have been corrected, without prejudice to the presence of imperfections that do not impede acceptance in accordance with Article 5.8. In deviation therefrom, the software, if the client makes any use for productive or operational purposes before the moment of explicit acceptance, shall count as fully accepted from the start of that use.

5.7 If the agreed acceptance test shows that the software contains errors, the Client shall inform the Supplier of the errors by means of a written and detailed test report at the latest on the last day of the test period. The Supplier shall make every effort to rectify the faults within a reasonable period of time, whereby the Supplier is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the software.

5.8 Acceptance of the software may not be withheld on grounds that are not related to the specifications explicitly agreed between the parties and furthermore not due to the existence of small errors, ie errors that do not reasonably prevent the operational or productive use of the software, without prejudice the obligation of the supplier to rectify these minor errors in the framework of the guarantee scheme of article 11, if and where applicable. Acceptance may also not be withheld because of aspects of the software that can only be assessed subjectively, such as aesthetic aspects and aspects concerning the design of user interfaces.

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

5.10 Acceptance of the software in one of the ways referred to in this article shall result in the supplier being discharged for the fulfillment of its obligations regarding the development of the software and, if applicable, the installation by the supplier, of its obligations. concerning the installation of the software. Acceptance of the software does not affect the client’s rights under article 5.8 regarding minor defects and article 11 regarding guarantee.

  1. Right of use

6.1 The Supplier shall make the software developed on behalf of the Client and the accompanying user documentation available for use to the Client.

6.2 Only if and in so far as it has been agreed in writing, the source code of the software and the technical documentation created during the development of the software will be made available to the client, in which case the client will be entitled to make changes to this software. If the supplier is legally ordered to make the source code and / or the technical documentation available to the client, the supplier may require reasonable compensation.

6.3 Unless otherwise agreed in writing, the supplier is not obliged to make available the auxiliary software and program or data libraries required for the use and / or maintenance of the software. If, in deviation of the foregoing, the supplier must also make auxiliary software and / or program or data libraries available, the supplier may require the client to enter into a separate written agreement for this purpose. If necessary, this availability will be charged separately at the supplier’s usual rates.

6.4 Unless otherwise agreed in writing, Supplier’s performance obligations do not include the maintenance of the software and / or the provision of support to the users of the software. If, in deviation from the foregoing, maintenance and / or support must also be provided by the supplier, the supplier may require the client to enter into a separate written agreement for this. These activities and services will be charged separately at the usual supplier rates if applicable.

6.5 Without prejudice to the provisions in the General module, the right to use the software is always non-exclusive, non-transferable and non-sublicensable.

  1. Usage restrictions

7.1 If the contents of the written agreement expressly show that all design and development costs are fully and exclusively borne by the client, no restrictions apply to the software developed on the instructions of the client, without prejudice to the provisions elsewhere in the software. general conditions, including the provisions in Article 7.6 of the present module.

7.2 If user restrictions have been agreed between the parties, the client will always strictly observe the agreed restrictions in the right to use the software. The Client is aware that violation of the agreed restriction of use entails both an attributable failure to execute the agreement with the supplier and constitutes an infringement of the intellectual property rights on the software. The agreed usage restrictions may, inter alia, relate to:

  • the type or type of equipment for which the software is intended, and / or
  • the maximum number of processing units for which the software is intended, and / or
  • certain persons – whether or not appointed by name or function, who may use the software within the client’s organization, and / or
  • the maximum number of users that may – simultaneously or simultaneously – use the software within the client’s organization, and / or the location at which the software may be used, and / or
  • certain forms and purposes of use (eg business use or use for private purposes), and / or
  • any other quantitative or qualitative restriction.

7.3 If the parties have agreed that the software may only be used in combination with certain equipment or a specific type or type of equipment, the client is entitled in the event of a malfunction of the relevant equipment, the software for the duration of the failure on other equipment of the same type. type and type.

7.4 The Supplier may require that the Client does not use the software until after the Client has requested and obtained one or more codes (passwords, identity codes, etc.) required for use from the Supplier, its supplier or the producer of the software .

7.5 Client shall never circumvent technical provisions that are intended to protect the software against unauthorized or unauthorized use.

7.6 Unless otherwise agreed in writing, the Client may only use the software in and for the benefit of his own company or organization. Unless otherwise agreed in writing, the Client will not use the software for the processing of data for third parties, such as ‘time-sharing’, ‘application service provision’, ‘software as a service’ and ‘outsourcing’.

7.7 The client is not permitted to sell, lease, dispose of or give limited rights to the software and media on which it is recorded, or to make it available to a third party in whatever manner or for whatever purpose. Nor will the client give a third party – whether or not remotely – access to the software or to transfer the software to a third party for hosting, even if the third party in question uses the software solely for the benefit of the client.

7.8 The Client shall, on request, immediately grant its full cooperation to a study to be performed by or on behalf of the Supplier regarding the Client’s compliance with the agreed usage restrictions. The Client will provide supplier access to its buildings and systems at the Supplier’s first request. The Supplier shall treat all confidential information that it obtains in the context of such an investigation from or at the Client, insofar as this information does not concern the use of the software itself, confidentially.

  1. Duration of the agreement

8.1 The software developed on behalf of the client will be made available to the client for the duration agreed between the parties. In the absence of a term agreed between the parties, the duration of the right of use is not limited in time and the supplier can not terminate the agreement by termination, provided that the client strictly complies with all his obligations arising from the agreement vis-à-vis the supplier.

8.2 If applicable, the client shall return to the supplier all copies of the software in his possession immediately after the end of the user right of the software. If the parties have agreed that the client will destroy the copies at the end of the agreement, the client will immediately notify the supplier in writing of such destruction. At or after the end of the right of use, the Supplier is not obliged to provide client assistance with a view to a data conversion desired by the Client.

  1. Fee for development work

9.1 In the absence of an agreed invoicing schedule, all amounts relating to the development of software are payable in arrears per calendar month.

9.2 Unless otherwise agreed in writing, the price for the development work includes the fee for the right to use the software.

9.3 Unless agreed otherwise in writing, the fee for the development of the software does not include a fee for the auxiliary software and program and data libraries required by the client , any installation services and any modification and / or maintenance of the software. Nor is the right of use fee included in the provision of support to the users of the software. These activities and services will be charged separately at the usual supplier rates if applicable.

  1. Modifying the software

10.1 Unless otherwise agreed in writing and subject to exceptions in the law, the client is not permitted to modify the software in whole or in part without the prior written consent of the supplier. The Supplier is always entitled to refuse permission or to attach conditions to his permission, including conditions concerning the manner and quality of the implementation of the modifications desired by the Client.

10.2 The Client bears the full risk of the modifications made by or on behalf of the Client by third parties – whether or not with the permission of the Supplier.

  1. Warranty

11.1 The supplier does not guarantee that the software developed on the instructions of the client is suitable for the actual and / or intended use by the client. The Supplier also does not guarantee that the software will work without interruption, errors or other defects or that all errors and defects will always be corrected.

11.2 The Supplier shall make every effort to repair errors in the software within the meaning of Article 5.3 of this module within a reasonable period if within a period of three months after delivery or, if an acceptance test has been agreed between the parties , within three months months after acceptance in writing in detail at supplier. The repair is carried out free of charge, unless the software has been developed on behalf of the client other than for a fixed price, in which case the supplier will charge the costs of repair according to his usual rates. Supplier can charge the costs of repair according to its usual rates if there are errors of use or improper use by the client or other causes not attributable to the supplier or if the errors could have been discovered when the agreed acceptance test was carried out. The repair obligation lapses if the client makes changes or changes to the software without written permission from the supplier, which permission will not be withheld on unreasonable grounds.

11.3 Errors will be repaired at a location to be determined by the supplier. Supplier is always entitled to install temporary solutions or program bypasses or problem-avoiding restrictions in the software.

11.4 Supplier is never obliged to repair damaged or lost data.

11.5 The Supplier shall not be obliged to rectify any errors reported after the end of the warranty period referred to in Article 11.2 of this module, unless a separate maintenance agreement has been concluded between the parties that includes such a duty to repair.

  1. Confidentiality

12.1 Client acknowledges that the software is of a confidential nature and that it contains business secrets of the supplier, its suppliers or the producer of the software.

Module ASP, Software as a Service and Computer Service

  1. Applicability

1.1 The Eumedianet conditions for services consist of the General module supplemented with one or more specific modules per product or service. The provisions included in the present module apply in addition to the provisions of the General module if the supplier provides services in the field or under the name of Application Service Provision (ASP), Software as a Service (SaaS) and / or Computer Service.

1.2 The provisions of this module are inextricably linked to the provisions of the General module. In case of contradictions between the provisions of the General module and the provisions of this module, the latter will prevail.

1.3 For the purposes of this module, Application Service Provision and Software as a Service means: making available and keeping available software to the client via the internet or another network, without a physical carrier having to the relevant software is provided.

1.4 For the purposes of this module, Computer Service means: the automatic processing of data with the aid of software and equipment managed by the supplier.

  1. Services

2.1 The Supplier shall provide the Client with the service specified in the agreement between the parties in the field of Application Service Provision, Software as a Service and / or Computer Service and provide the other services agreed between the parties. If the agreement also includes this, the supplier will install the software specified in the agreement on the infrastructure indicated by the supplier. Supplier is not responsible for the purchase and / or proper functioning of the client’s infrastructure or that of third parties.

2.2 Unless otherwise agreed in writing, the Client is responsible for the management, including control of the institutions, the use of the service and the manner in which the results of the service are used. The Client is also responsible for instructions to and use by users, irrespective of whether these users are in an authority relationship with the Client. In the absence of express agreements on this subject, the client will install, set up, parameterise, tune and, if necessary, adapt the equipment used for this, the auxiliary equipment, other (auxiliary) software and user environment and the desired interoperability desired by the client.

2.3 Unless otherwise agreed in writing, the supplier is not obliged to perform data conversion.

2.4 If the services to the client also include support to users on the basis of the agreement, the supplier will advise by telephone or by e-mail about the use and functioning of the software mentioned in the agreement and about the use made of the service. Supplier can set conditions for the qualifications and the number of contact persons that are eligible for support. The Supplier will handle properly substantiated requests for support within a reasonable period of time. Supplier can not guarantee the correctness, completeness or timeliness of reactions or support offered. Unless otherwise agreed in writing, support is only provided on working days during the usual opening hours of the supplier.

2.5 If the service provided to the client on the basis of the agreement also includes backing up data of the client, the supplier shall, with due observance of the periods agreed in writing between the parties, and in the absence thereof once a week, make a complete backup of the personal data held by him. Supplier shall keep the backup for a period to be agreed between the parties and, in the absence of agreements on this subject, during the periods customary at the supplier. Supplier will treat the backup carefully and keep it as a good family man.

2.6 Only if expressly agreed in writing is the supplier obliged to dispose of a back-up center or other contingency facilities.

  1. Implementation of services

3.1 The Supplier shall make every effort to carry out the services with due care, if applicable in accordance with the agreements and procedures recorded in writing with the Client. All supplier services are performed on the basis of a best efforts obligation, unless and insofar as the supplier has expressly promised a result in the written agreement and the result concerned has also been described with sufficient certainty.

3.2 The Supplier shall provide the services only on behalf of the Client. If supplier performs work on data of client, employees or users on the basis of a request or authorized order from a government body or in connection with a legal obligation, all related costs will be charged to the client.

3.3 The supplier can make changes to the content or scope of the service. If such changes result in a change in the procedures applicable to the client, the supplier shall inform the client as soon as possible and the costs of this change shall be borne by the client. In that case, the client can terminate the agreement in writing by the date on which the change comes into effect, unless this change is related to changes in relevant legislation or other regulations or supplier issued by the competent authorities, which will bear the costs of this change.

3.4 Supplier can continue the execution of the service using a new or modified version of the software. Supplier is not obliged to maintain, change or add specific properties or functionalities of the service or software specifically for the client.

3.5 The Supplier can put the service temporarily or completely temporarily out of use for preventive, corrective or adaptive maintenance. The Supplier shall not take the period of use out of service longer than necessary, have it taken out of office hours if possible and, depending on the circumstances, commence after notification to the Client.

3.6 If the supplier provides services on the basis of data to be provided by the client, this information will be prepared and delivered by the client in accordance with the conditions to be set by the supplier . Client will bring the data to be processed to and retrieve the results of the processing from the place where the supplier performs the service. Transport and transmission, in any way whatsoever, shall take place at the expense and risk of the client, even if these are carried out or provided by the supplier. The Client guarantees that all materials, data, software, procedures and instructions made available by him to the Supplier for the performance of the service are always accurate and complete and that all information carriers provided to the Supplier meet the specifications of the Supplier.

3.7 All equipment, software and goods used by the supplier in the service provision remain the property or intellectual property of the supplier or its suppliers, even if the client pays a fee for the development or purchase by the supplier.

3.8 The Supplier shall never be obliged to provide the Client with a physical carrier with the software to be made available and to be kept available to the Client within the framework of Application Service Provision and / or Service as a Service, and the software to be used by the Supplier within the framework of Computerservice. provide.

  1. Service Level Agreement

4.1 Any agreements concerning a service level (Service Level Agreement) are always explicitly agreed only in writing. The Client will always inform the Supplier of all circumstances that affect it can be on service and availability of that. If agreements on a service level are made, the availability is measured with the exclusion of pre-announced shutdown due to maintenance as well as circumstances that are beyond the control of the supplier and with due observance of the service as a whole during the term of the agreement. Unless there is evidence to the contrary, the availability and service level measured by the supplier will be regarded as complete proof.

  1. Duration

5.1 The agreement is entered into for the duration agreed between the parties, failing which a period of one year applies. The duration of the agreement is each time tacitly renewed for the duration of the original period, unless the client or supplier terminates the agreement in writing with due observance of a notice period of three months before the end of the relevant period.

  1. Payment

6.1 In the absence of an agreed invoicing schedule, all amounts relating to the service provided by the supplier are due in advance each calendar month.

  1. Warranty

7.1 The Supplier does not guarantee that the software to be made available and to be made available to the Client in the context of Application Service Provision and / or Service as a Service, and the software used by the Supplier in the context of Computer Service, are error-free and operate without interruptions. The Supplier shall make every effort to repair defects in the software within a reasonable period if and insofar as it concerns software developed by the supplier itself and the relevant defects have been reported in detail to the supplier in writing. If necessary, the Supplier can postpone the repair of the defects until a new version of the software is put into use. The Supplier does not guarantee that defects in software that has not been developed by the Supplier itself will be remedied. Supplier is entitled to install temporary solutions or program bypasses or problem-avoiding restrictions in the software. If the software has been developed on behalf of the client, the supplier may charge the costs of repair to the client according to his usual rates.

7.2 Supplier is not responsible for checking the correctness and completeness of the results of the service and the data generated using the service . The Client will regularly check the results of the service and the data generated using the service itself.

7.3 If and insofar as necessary or desirable, the Supplier shall, if defects in the results of the Computer Service are a direct result of products, software, information carriers, procedures or operating procedures for which the Supplier is expressly responsible under the Agreement, repeat the Computer Service in order to rectify these imperfections. repair, provided that the client notifies the supplier in writing and in detail as soon as possible, but no later than one week after obtaining the results of the Computer Service. Only if defects in the Computer Service are attributable to the supplier, the repetition will be performed free of charge. If defects can not be attributed to the supplier and / or the defects are the result of faults or imperfections of the client, such as the supply of incorrect or incomplete data and / or information, the supplier will charge the costs of a possible repetition according to his usual rates. client. If, in the opinion of the supplier, repair of defects attributable to the supplier is not technically or reasonably possible, the supplier shall credit the amounts owed by the client for the relevant computer service, without being liable or otherwise liable to the client. Client will not be entitled to any other rights due to defects in the Computer Service other than those described in this guarantee scheme. This paragraph does not explicitly apply to Application Service Provision and Software as a Service.

7.4 On the basis of the information provided by the supplier regarding measures to prevent and limit the consequences of malfunctions, defects in services, mutilation or loss of data or other incidents, the Client will identify the risks for his organization and take additional measures if necessary. At the client’s request, the Supplier declares that it is willing to cooperate in reasonableness with regard to further measures by the Client against (financial) conditions imposed by the Supplier. Supplier is never responsible for repair of mutilated or lost data.

7.5 The Supplier does not guarantee that the software to be made available and to be made available to the Client within the scope of Application Service Provision and / or Service as a Service, and the software used by the Supplier in the context of Computer Service, will be timely. adapted to changes in relevant legislation and regulations.

  1. Processing personal data

8.1 The Client warrants that all requirements for the lawful processing of the personal data entered by the Client in the Software made available to the Client under the terms of Application Service Provision and / or Service as a Service are fulfilled, and and the software used by the supplier in the context of Computer Service.

8.2 Without prejudice to the provisions in the General module, the entire responsibility for the data that is processed by the client at the Client using the service is the responsibility . The Client warrants to the Supplier that the data is not unlawful and does not infringe the rights of third parties. Client indemnifies supplier against any legal claim by third parties, on any grounds whatsoever, in connection with the processing of this data or the performance of the agreement.

8.3 Under the legislation concerning the processing of personal data (such as the Personal Data Protection Act), the Client has obligations towards third parties, such as the obligation to provide information, as well as giving access to, correcting and deleting the personal data of data subjects. The responsibility for the fulfillment of these obligations rests entirely and exclusively with the client. The parties maintain that the supplier is ‘processor’ in the sense of the Personal Data Protection Act with regard to the processing of personal data. The Client shall, as much as technically possible, cooperate with the obligations to be fulfilled by the Client. The costs associated with this cooperation are not included in the agreed prices and fees of the supplier and are fully charged to the client.

Module maintenance software

  1. Applicability

1.1 The ICT ~ Office Conditions consist of the General module supplemented with one or more specific modules per product or service. The provisions included in the present module apply in addition to the provisions of the General module if the supplier provides services in the field of maintenance of software.

1.2 The provisions of this module are inextricably linked to the provisions of the General module. In case of contradictions between the provisions of the General module and the provisions of this module, the latter will prevail.

  1. Services

2.1 The Supplier shall perform the maintenance of the software determined in the agreement between the parties. The maintenance obligation includes the repair of errors in the software in accordance with Article 3 of this module and – only if this has been agreed in writing between the parties – making available new versions of the software in accordance with Article 4 of this module.

2.2 Unless otherwise agreed in writing, the supplier is not obliged to perform data conversion.

2.3 If the services provided by the supplier on the basis of the agreement also include support to users of the software, the supplier will advise by telephone or by e-mail about the use and functioning of the software mentioned in the agreement. Supplier can set conditions for the qualifications and the number of contact persons that are eligible for support. The Supplier shall handle properly substantiated requests for support within a reasonable period of time in accordance with the usual procedures. Supplier does not guarantee the correctness, completeness or timeliness of reactions or support offered. Unless otherwise agreed in writing, support is only provided on working days during the usual opening hours of the supplier.

2.4 If the services provided by the supplier under the agreement also include the provision of so-called ‘standby services’, the supplier shall keep one or more staff members available during the days and times stated in the agreement. In that case, the Client is entitled to call in the support of the staff members available if there is a serious malfunction in the functioning of the software. The supplier does not guarantee that in that case all faults will be timely be remedied.

2.5 The maintenance and any other agreed services are carried out with effect from the day on which the agreement is entered into.

  1. Implementation of services

3.1 The Supplier will make every effort to execute the service with care, if necessary in accordance with the agreements and procedures recorded in writing with the Client. All supplier services are carried out on the basis of a best efforts obligation, unless and insofar as the supplier has explicitly promised a result in the written agreement and the result in question has been provided with sufficient definition.

3.2 Client will find errors in the software

report in detail. After receipt of the report, the supplier shall, in accordance with his usual procedures, make every effort to repair errors and / or make improvements in later new versions of the software. Depending on the urgency, the results will be made available to the client in the manner and term to be determined by the supplier. Supplier is entitled to install temporary solutions or program bypasses or problem-avoiding restrictions in the software. In the absence of express agreements on this matter, the client will install, set up, parameterise and tune the corrected software or the new version of the software that has been made available and, if necessary, adapt the used equipment and operating environment. Supplier does not guarantee that the software will operate without interruption, errors or defects or that all errors or defects will be corrected.

3.3 If the supplier performs the maintenance online, the client shall on his part ensure in good time a proper infrastructure and telecommunication facilities. Supplier is entitled to suspend or limit maintenance if the client’s infrastructure and telecommunications facilities do not meet the requirements set by the supplier.

3.4 The Client shall provide all cooperation required by the Supplier for the maintenance, including the temporary discontinuation of the use of the software by the Client if this is necessary in the opinion of the Supplier. In the absence of the required cooperation, the supplier can suspend or limit the maintenance. If the supplier provides services on the basis of data to be provided by the client, this information will be prepared by the client in accordance with the conditions set by the supplier and will be provided for the account and risk of the client. The Client guarantees that all materials, data, software, procedures and instructions made available by him to the Supplier for the performance of the service are always accurate and complete and that all information carriers provided to the Supplier meet the specifications of the Supplier.

3.5 If the maintenance relates to software that has not been delivered to the client by the supplier, the client shall, if the supplier considers it useful, necessary or desirable for maintenance, the source code and the technical (development) documentation of the software (including data models, designs, change logs etc.). The Client guarantees that he is entitled to such a posting and that no rights of third parties oppose this. The Client grants the Supplier the right to use and modify the software, including the source code and technical (development) documentation, in the context of carrying out the agreed maintenance. The Client indemnifies the supplier against all third-party claims with regard to the availability and the use that the Supplier makes available for the maintenance of it.

3.6 The maintenance by the supplier does not affect the client’s own responsibility for the management of the software, including monitoring of the settings, the use of the software and the manner in which the results of the use of the software are used. The Client is also responsible for instructions to and use by users, irrespective of whether these users are in an authority relationship with the Client. In the absence of express agreements on this matter, the client will install (set up) software himself, set up, parameterise, tune and if necessary adjust the equipment used, other software and user environment and realize the interoperability desired by the client.

  1. New versions of the software

4.1 The maintenance includes the provision of new versions of the software only if and insofar as this has been agreed in writing. If the maintenance includes the provision of new versions of the software, then that availability will take place at the discretion of the supplier.

4.2 Three months after making an improved version available, the supplier is no longer obliged to repair any errors in the previous version and to provide support and / or maintenance with respect to a previous version.

4.3 The Supplier may require that a new written agreement with the Supplier be entered into for the provision of a version with new possibilities and functions and that a new fee be paid for the provision. Supplier can take over functionality from a previous version of the software, but does not guarantee that every new version contains the same functionality as the previous version. Supplier is not obliged to maintain, modify or add specific features or functionalities of the software specifically for the client.

4.4 The Supplier may require the Client to adjust his system (hardware, software, etc.) if this is necessary for the proper functioning of a new version of the software.

  1. Service Level Agreement

5.1 Any agreements concerning a service level (Service Level Agreement) are always explicitly agreed only in writing. The Client shall always inform the Supplier of all circumstances that may affect the service and the availability thereof. If agreements on a service level are made, the availability is measured with the exclusion of previously announced shutdown due to maintenance as well as circumstances that are outside the control of the supplier and with due regard for the service as a whole during the term of the agreement. Unless there is evidence to the contrary, the availability as measured by the supplier will be regarded as complete proof.

  1. Duration

6.1 The agreement is entered into for the duration agreed between the parties, failing which a period of one year applies. The duration of the agreement is each time tacitly renewed for the duration of the original period, unless the client or supplier terminates the agreement in writing with due observance of a notice period of three months before the end of the relevant period.

  1. Payment

7.1 In the absence of an expressly agreed invoicing schedule, all amounts relating to the maintenance of software and any other services recorded in the agreement are always due in advance per calendar month.

7.2 Amounts relating to the maintenance of the software and any other services specified in the agreement are due from the start of the agreement. The compensation for maintenance and any other services stipulated in the agreement is due irrespective of whether the client has used the software (or has taken it) or makes use of the possibility of maintenance.

  1. Exclusions

8.1 The maintenance of the software does not include the repair of errors, defects or imperfections that are the consequence of or related to:

  1. user errors or improper use of the software, including faults in the input of data or in the data itself;
  2. modification of the software other than by or on behalf of the supplier;
  3. the use of the software in violation of the applicable conditions or contrary to the instructions in the user documentation;
  4. changes in or faults, defects or defects in equipment or other software than that which falls under the maintenance of the supplier;
  5. the failure of the client to have the software maintained on time;
  6. the use of an old version of the software that is no longer maintained by the supplier;
  7. recovery of corrupted or lost data;
  8. other causes not attributable to the supplier.

8.2 If the supplier performs maintenance or carries out other work in connection with the provisions in Article 8.1, the supplier may charge the costs of that maintenance or work in accordance with its usual rates, which does not affect the remainder due to maintenance by the client.

Module: Delivery equipment

  1. Applicability

1.1 The Eumedianet Conditions consist of the General module supplemented with one or more specific modules per product or service. The provisions included in the present module apply in addition to the provisions of the General module if the supplier provides services in the field of maintenance of ICT, telecommunication and office equipment (hereinafter referred to as the equipment).

1.2 The provisions of this module are inextricably linked to the provisions of the General module. In case of contradictions between the provisions of the General module and the provisions of this module, the latter will prevail.

  1. Services

2.1 The Supplier shall perform the maintenance of the equipment specified in the agreement. The maintenance by the supplier does not affect the responsibility of the client for the management, including control of the institutions, the use of the equipment and the manner in which the equipment is used. The Client is also responsible for instructions to and use by users, irrespective of whether these users are in an authority relationship with the Client.

2.2 The Supplier does not accept maintenance obligations for equipment that is not drawn up in the Netherlands, unless otherwise agreed in writing.

2.3 During the time that the supplier has the equipment to be maintained, the client is not entitled to temporary replacement equipment.

  1. Implementation of services

3.1 The Supplier shall make every effort to carry out the services with due care, if applicable in accordance with the agreements and procedures recorded in writing with the Client. All supplier maintenance services are performed on the basis of a best efforts obligation, unless and insofar as the supplier has explicitly promised a result in the written agreement and the result in question has also been described with sufficient certainty.

3.2 The content and scope of maintenance services to be provided by the supplier and any associated service levels will be laid down in a written agreement between the parties. In the absence thereof, the supplier is obliged to make every effort to rectify faults properly reported by the client to the supplier within a reasonable period of time. In this module, ‘failure’ means the non-compliance or not without interruption to the specifications of the equipment expressly made known by the supplier in writing. A fault only exists if the client can prove it and it can be reproduced. Unless agreed otherwise, the supplier is also entitled, but not obliged, to preventive maintenance.

3.3 The Client shall, immediately after the occurrence of a malfunction of the equipment, inform the supplier thereof by means of a detailed description of the malfunction drawn up by an expert client of the client.

3.4 The Client shall grant all cooperation required by the Supplier for the maintenance, including the temporary discontinuation of the use of the equipment. Client is obliged to give the personnel of supplier or supplier designated third parties access to the location of the equipment, to provide all other necessary cooperation and to make the equipment available to the supplier for maintenance purposes. In the absence of the required cooperation, the supplier can suspend or limit the maintenance. If the supplier performs maintenance services on the basis of data to be provided by the client, this information will be prepared by the client in accordance with the conditions set by the supplier and will be provided for the account and risk of the client.

3.5 Before offering the equipment to the supplier for maintenance, the client shall ensure that all software and data recorded in or on the equipment have been made a complete and properly functioning reserve copy. Any liability of the supplier due to mutilation or loss of data or software as a result of the maintenance or due to not advising the client to make a backup copy is excluded.

3.6 At the request of the supplier, an expert employee of the client will be present for consultation during maintenance work. The Client has the right to be present at all work to be performed for the client.

3.7 The Client is authorized to connect equipment and systems not supplied by the Supplier to the equipment sold to the Client and to install software not supplied by the Supplier. The costs of investigating and rectifying faults arising from the connection of equipment not supplied by the supplier or from the installation of software not supplied by the supplier, are at the client’s expense.

3.8 If in the opinion of the Supplier
for the maintenance of the equipment it is necessary that the connections of the equipment are tested with other equipment or with software, the Client shall make the relevant other equipment and software, as well as the test procedures and information carriers, available to the Supplier. The Client warrants that he is entitled to such a posting and he indemnifies the Supplier against all third-party claims with regard to such availability and the use that the Supplier makes in connection with the maintenance of the equipment and / or software made available.

3.9 The test material required for maintenance that does not belong to the normal equipment of the supplier must be made available by the client.

3.10 The Client is responsible for the technical, spatial and telecommunications facilities that are necessary for the equipment to function. The maintenance explicitly does not extend over the aforementioned facilities and connections.

3.11 If the service provided by the supplier under the agreement also includes the provision of so-called ‘standby services’, the
supplier shall keep one or more staff members available during the days and times stated in the agreement. In that case, the Client is entitled to call in the support of the staff members available if urgency or urgency occurs if there is a serious disruption in the functioning of the equipment. The supplier does not guarantee that in that case all faults will be rectified.

  1. Service Level Agreement

4.1 Any agreements concerning a service level (Service Level Agreement) are always explicitly agreed only in writing. The Client will always inform the Supplier of all circumstances that apply to it

4.2 can influence the service and its availability. If agreements on a service level are made, the availability is measured with the exclusion of prior notification of the shutdown due to maintenance as well as circumstances that are outside the control of the supplier and with due observance of the service as a whole during the term of the agreement. Subject to evidence, the availability measured by the supplier will be considered as complete proof.

  1. Duration

5.1 The agreement is entered into for the duration agreed between the parties, failing which a period of one year applies. The term of the agreement is each time tacitly renewed for the duration of the original period, unless the client or supplier terminates the agreement in writing with due observance of a notice period of three months before the end of the relevant period.

  1. Maintenance fee and payment

Unless otherwise agreed, the maintenance fee does not include:

  • the costs of (replacing) consumables such as batteries, stamps, ink (cartridges), toner items, cables and accessories.
  • the costs of (replacing) parts as well as maintenance services for repairing malfunctions that are wholly or partly caused by attempts to repair by others than supplier;
  • work for the complete or partial overhaul of the equipment;
  • modifications to the equipment;
  • relocation, relocation, reinstallation of equipment or work as a result thereof.

6.1 In the absence of an expressly agreed invoicing schedule, all amounts relating to the maintenance of equipment will be payable in arrears per calendar month. The supplier may require an advance payment.

6.2 Unless otherwise agreed, amounts for maintenance are due from the start of the agreement at which the respective maintenance of the equipment has been agreed.
The compensation for maintenance is due irrespective of whether the client has used the equipment (taken) or makes use of the maintenance facility.

  1. Exclusions

7.1 Activities due to the investigation or rectification of malfunctions resulting from or in connection with usage errors, improper use of the equipment or external causes, such as defects in communication lines, network connections or in voltage facilities, or connections to equipment, software or materials which do not fall under the maintenance agreement are not part of the supplier’s obligations under the maintenance agreement.

7.2 Neither does the Supplier’s maintenance obligations cover any investigation or rectification of malfunctions that are the result of or are related to the modification of the equipment other than by or on behalf of the supplier, the use of the equipment in violation of the applicable conditions and the client’s failure to act. to have equipment maintained on time.

7.3 Unless otherwise agreed, the Supplier’s maintenance obligations shall also not investigate or rectify malfunctions resulting from or related to software installed on the equipment.

7.4 If the Supplier conducts research and / or performs maintenance in connection with the provisions in Article 7.1, 7.2 and 7.3, the Supplier may charge the costs of such maintenance in accordance with its usual rates, which does not affect everything that the Client is otherwise liable for for maintenance.

7.5 The Supplier shall never be obliged to repair data that has been mutilated or lost as a result of malfunctions and / or maintenance.

  1. Miscellaneous

8.1 The Supplier does not guarantee that the equipment to be maintained will operate without interruption or other defects or that all defects will be corrected.

8.2 The Client bears the risk of loss, theft or damage to the equipment during the period that the Supplier has it for maintenance work. It is left to the client to insure this risk.

 

 

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