VICOSIA.COM: GENERAL CONDITIONS FOR THE SUPPLY OF (ELECTRONIC) SERVICES

Art. 1 General Conditions

1.1 These general conditions for the supply of (electronic) services, which consist of (but are not limited to) creating, maintaining and exploiting internet sites and databanks (hereafter to be called: these General Conditions) apply to all legal arrangements between Vicosia.com and the companies and concerns that are part of its group (each or all of which will hereafter be called: Provider) and its Customers (hereafter to be called: Customer). Included in the legal relationships are such matters as special offers and agreements of the Provider as well as all (legal) actions preceding to or during implementation of offers and agreements.

1.2 In accepting the legal relationship with the Provider, the Customer declares that he agrees with these General Conditions. These General Conditions can be obtained (and downloaded) from the internet sites of the Provider. Upon request, a written copy of these General Conditions will be sent to the customer free of charge by the Provider.

1.3 An electronic agreement between the Provider and the Customer only occurs when an electronic order is sent by the Customer and is accepted and confirmed electronically by the Provider.

1.4 What is understood by "electronic" in these General Conditions is: the sending of information by means of email or through (an) internet site(s) of the Provider, or by another means indicated by the Provider in the offer and/or agreement. Proof of a Customer's having sent a message as referred to in these General Conditions (both written and electronic messages) is in all cases the responsibility of the Customer.

1.5 The concept "property" in these General Conditions includes both property rights as referred to in article 1 of Book 3 of the Dutch Civil Code which includes computer files and programs as well as materials as referred to in article 19. Included in what is understood by programs is internet site pages, related computer programs and files and databank information.

1.6. All offers are non-binding, unless expressly indicated otherwise in the offer in writing or electronically. If a non-binding offer of the Provider is accepted, the Provider has the right to recall this offer for a maximum period of two (2) working days.

1.7 All general or specific conditions or demands of the Customer, including any purchase or other conditions of the Customer, are explicitly non-applicable.

1.8 Modifications and/or additions to any specification in an agreement between the Provider and the Customer are only applicable if they are established in writing or by electronic means by the Provider and are accepted by the Customer. They apply only to the agreement in question.

1.9 The Provider retains the right to modify these General Conditions without prior notification. The modified General Conditions will be made known on the internet sites of the Provider as well as elsewhere. It is the responsibility of the Customer to regularly re-read the General Conditions. By entering into a legal relationship (either electronically or not) with the Provider after modification of the General Conditions has been made known, the Customer is presumed to have accepted these modifications and is bound to them.

1.10 The Provider has the right to (temporarily) suspend the (electronic) services and/or limit the use of them, if the Customer fails to meet a condition with regards to the Provider or acts in a manner that is not in keeping with these General Conditions, without the Customer having the right to claim damages for these measures.

Art. 2 Exploitation

2.1 If the Provider supplies services for the exploitation ("hosting") of internet sites (hereafter to be called: Exploitation), the Provider shall do this with all reasonable care in keeping with the written and/or electronically stipulated procedures and agreements made with the Customer.

2.2 All of the materials and information needed for Exploitation which must be supplied by the Customer will be prepared and supplied by the Customer in keeping with the conditions to be set forth by the Provider.

2.3 All of the equipment, programs and other materials to be used by the Provider for Exploitation shall remain the property or intellectual property, respectively, of the Provider, even if the Customer pays a fee for the development or procurement of it by the Provider. The Provider has the right to keep the products and data received from the Customer and the results of processing until the Customer has paid the Provider in full all of the due fees.

2.4 Unless otherwise agreed, it is not the responsibility of the Provider to verify the accuracy and completeness of materials and data for Exploitation. The Provider does not guarantee that Exploitation will always be flawless. If discrepancies in the Exploitation are a direct result of the actions of the Provider for which the Provider is expressly responsible according to the agreement, the Provider shall rectify these to the best of his ability, providing that the necessary data are available.

2.5 The internet sites may include banners, buttons and other applications for advertisement and promotion (hereafter to be referred to as: the Applications). The Customer pays for the use of the Applications based on budget, time, number of page views and/or registered volume of the Customer. In principle, compensation shall be calculated on the basis of the rates of similar applications in the market. The Provider is not required to provide third parties with information on the compensation agreed to with the Customer. Unless the parties agree differently in writing and/or by electronic means, the Applications may include advertising for or for the benefit of competitors of the Customer.

2.6 The Provider shall see to the availability of the exploited internet sites, for which he will make every reasonable effort to provide optimum availability. The Provider has the right, even without prior notification to the Customer: a) to modify or improve Exploitation; b) to interrupt (temporarily) Exploitation and/or limit its use in as much as this is reasonably necessary for maintenance, installation and/or to carry out service activities/modifications for the call-in points of the Provider or the technical interface; c) to deny or limit access of the Customer to the exploited internet sites if the Customer exceeds the amount of data traffic which may have been agreed to for his homepage; d) to deny the Customer access to the exploited internet sites or to limit these if the Customer, after receiving a payment reminder, fails to make his payment within the established period, the amount of the Customer's contractually agreed upon payments remaining in force. The Provider is not liable for damages that the Customer might incur as a result of that set forth in article 2.6.

2.7 It is the responsibility of the Customer to regularly clean up the information (including email and ftp sites) on the part of the internet sites used by the Customer. If the Customer fails to do this, the Provider has the right to remove information that is older than three (3) months. The Provider does not have to inform the Customer of this action. In so far as the services pertain to the placement of advertisements and/or links, the Customer shall acknowledge that he assumes full liability for the content of such advertisements and links and/or that of the websites to which these advertisements and links refer. The Customer shall indemnify Provider against any liability in respect of a third party in relation to the content of these advertisements and links and/or that of the web sites to which these advertisements and links refer. In the event that the content of these advertisements and links and/or that of the websites to which these advertisements and links refer, will result in any damage for the Provider itself, the Customer shall indemnify Provider for all damage.

2.8 The Customer shall always meet all legal stipulations and other regulations regarding the use of the exploited internet sites and Applications (including but not limited to the applicable rules and guidelines related to advertising and other types of publicity and the behaviour code for internet users.

2.9 The Customer shall refrain from all activities that might be to the detriment of the Provider.

Art. 3. Agreement on services related to Exploitation

3.1 In keeping with the agreements made with the Customer, the Provider has the right to carry out the agreed upon services, which consist of, but are not limited to, the placement and maintenance of the Application in the manner that the Provider considers appropriate.

3.2 The Provider shall make every reasonable effort to provide optimum availability of the internet sites on which the Applications are placed. The Provider is not responsible for any damage which the Customer might incur as the result of (temporary) unavailability of the internet sites on which the Applications are placed.

3.3 If in the opinion of the Provider it is necessary, the Provider has the right in its provision of services related to the Exploitation to use equipment, programs and materials other than those agreed to, insofar as this does not negatively influence the quality of the performance as a whole.

3.4 The Provider does not guarantee that the services will always be flawless. If any deficiencies related to the services provided for Exploitation are a direct result of the actions for which the Provider, based on the agreement, is expressly responsible, the Provider shall correct these deficiencies to the best of his ability, provided that the necessary data are available.

Art 4. Program development

4.1 Parties shall specify in writing and/or electronically what program will be developed and the way in which this will be done. The Provider shall carry out the program development with all reasonable care and make use of data provided by the Customer who guarantees the correctness, completeness and consistency.

4.2 The Provider has the right, but is not required, to verify the correctness, completeness or consistency of the data or specifications made available to him, and if any deficiencies are found, to interrupt the agreed upon activities until the Customer has removed the deficiencies in question.

Art. 5 Delivery, installation and acceptance

5.1 The Provider shall deliver the programs to be developed to the Customer in conformance with the specifications set forth in writing and/or electronically and install them, the latter of which only if installation by the Provider has been agreed to in writing or electronically.

5.2 If an acceptance test has been agreed to in writing or electronically, the test period shall extend for fourteen (14) calendar days after delivery or, if an installation by the Provider has been agreed to in writing or electronically, fourteen (14) days after completion of the installation. During the test period, it is not permissible to make use of the programs for productive or operational purposes. The acceptance test, whose purpose is to demonstrate that the programs to be developed meet the written and/or electronically established specifications, shall be set up by the Provider and within fourteen (14) days of having been offered to the Customer, be accepted by the Customer. If and insofar that the Customer is of the opinion that components of the acceptance test do not meet the purpose, the Customer should make this known to the Provider in writing and with well-supported reasons and justifications, whereupon the Provider shall modify the acceptance test as necessary for the purpose of the acceptance test.

5.3 The programs shall be considered as accepted:
a) if there is no acceptance test agreed to by the parties: upon delivery in the state in which it is received at the moment of delivery or, if an installation by the Provider has been agreed to in writing or electronically, upon completion of the installation;
b) if an acceptance test has been agreed to by the parties in writing or electronically: on the first day after the test period; or
c) if the Provider has received a test report as referred to in article 5.5 before the end of the test period: at the moment that the errors stated in the test report are corrected, despite the presence of discrepancies that, according to article 5.6, do not hinder acceptance. If, contradictory to the above, the programs are used for productive or operational purposes before the moment of acceptance, they shall be considered to be completely accepted from the moment of that use.

5.4 If in carrying out the agreed upon acceptance test it appears that the programs contain errors that impede the progress of the acceptance test, the Customer shall inform the Provider of this in detail, in writing and/or electronically, in which case the test period will be interrupted until the programs are modified so as to remove the impediment.

5.5 If in executing the agreed upon acceptance test it should appear that the programs contain errors as set forth in article 19.7, the Customer shall inform the Provider of the errors at the latest on the last day of the test period by means of a written, detailed test report. The Provider shall make every effort to the best of his ability to correct the reported errors within a reasonable period of time, for which the Provider has the right to apply temporary solutions or program deviations or problem-avoiding restrictions in the programs.

5.6 Acceptance of the programs may not be withheld on other grounds than those that are related to the specifications expressly agreed to by parties and not because of the existence of small errors. What is understood by small errors in this regard are errors that do not reasonably impede the operational or productive use of the programs. The existence of small errors does not remove the responsibility of the Provider to correct these small errors in the context of the guarantee stipulations of article 6, if applicable.

5.7 If the programs are delivered and tested in phases or parts, the non-acceptance of a given phase and/or component does not affect any acceptance of an earlier phase and/or other component.

Art. 6 Guarantee

6.1 For a period of three (3) months after delivery, or, if an acceptance test has been agreed to by the parties, three (3) months after acceptance, the Provider shall correct to the best of his ability any errors in the programs as set forth in article 19.7 if a detailed description of these is reported in writing to the Provider during that period. The Provider does not guarantee that the programs will work without interruptions or errors or that all errors will be corrected. Correction shall be provided without cost, unless the programs have been developed upon request of the Customer other than for a fixed price, in which case the Provider shall carry out the corrections at the usual rate and cost. The Provider may charge the usual rates and costs of correction if there has been incorrect or improper use made by the Customer, or for another cause that cannot be attributed to the Provider, or if the errors could have been determined during the agreed upon acceptance test. Replacement of damaged or lost data does not come under the guarantee. The guarantee obligation is suspended if the Customer introduces modifications or allows modifications to be introduced into the programs without written approval of the Provider.

6.2 The correction of errors shall take place at a location to be determined by the Provider. The Provider has the right to introduce temporary solutions or program deviations or problem-avoiding restrictions in the programs.

6.3 After the end of the guarantee period as set forth in article 6.1, the Provider is no longer required to correct any errors, unless the parties have concluded a maintenance agreement related to such correction.

Art 7 Maintenance

7.1 If a maintenance agreement has been concluded for the programs or if maintenance is included in the user fee, the Customer shall, according to the normal procedures of the Provider, notify the Provider of any perceived errors in the programs, providing detailed information about this. After receipt of the notification, the Provider shall to the best of his ability attempt to correct the errors pursuant to article 19.7 and/or include improvements in later new versions of the programs. The correction and/or inclusion of improvements shall take place within a period to be determined by the Provider, taking into account the interests of the Customer. The Provider has the right to introduce temporary solutions or program deviations or problem-avoiding restrictions in the programs.

7.2 The Provider does not guarantee that the programs will work without interruptions or errors or that all errors will be corrected.

7.3 The Provider may charge his usual rates and costs of correction in the case of incorrect or improper use or for another cause that cannot be attributed to the Provider or if the programs have been modified by another party. Replacement of damaged or lost data does not come under maintenance.

7.4 If a maintenance agreement has been concluded, the Provider shall make improved versions of the programs available to the Customer when these are available. Three (3) months after making available an improved version, the Provider is no longer required to correct any errors in the old version or to provide support for the old version in question. In making available a version with new capacities and functions, the Provider may wish the Customer to enter into a new agreement with the Provider and desire that the Customer pay the Provider a new fee for this.

7.5 If the Customer has not concluded a maintenance agreement with the Provider at the same time as the agreement for the provision of programs, the Provider cannot be compelled by the Customer to enter into a maintenance agreement at a later moment.

Art. 8 User's right

8.1 Without prejudice to that determined in article 18, the Provider extends to the Customer the non-exclusive user's right of property made available to his company or organization.

8.2 If and insofar that this is expressly agreed to in writing, the source code of the programs and the technical documentation brought into being as part of the development of the programs may be placed at the Customer's disposal, and the Customer has the right to modify these programs. The Customer shall strictly adhere to the agreed upon limitations of use.

8.3 If and insofar that this is expressly agreed to in writing, (databank) information can be made available to the Customer. (Databank) information placed at the Customer's disposal may only be used by the Customer in keeping with the purpose for which it is made available. The customer shall strictly respect the copyright of the Provider and/or his suppliers. The user's right, as a consequence, does not cover the copying or making public of this in any other way than that expressly allowed in the agreement with the Customer.

8.4 The property made disposable may only be used by the Customer in his own company or organization in the manner intended for this property. The user's right is not transferable. The Customer is not allowed to sell, rent, sub-licence or transfer the programs and the elements on which these are stored, nor to extend limited rights to it or to place at the disposal of a third party in any form whatsoever, not even if the third party in question uses the programs exclusively for the benefit of the Customer. The Customer shall not modify the programs in any other way than the correction of errors, and shall not use it in the processing of information for third parties.

8.5 Immediately after any termination of the user's right to the programs, the Customer shall return all copies of the programs to the Provider. If parties have agreed that the Customer will destroy the copies in question at the end of the user's right, the Customer shall immediately inform the Provider of such in writing.

8.6 Without prejudice to its right to termination in pursuance to article 14, the Provider may revoke the agreement effective immediately by written communication and may close access to the databank if:
a) a third party makes use of the source code of the Customer (and);
b) one or more suppliers of the data of the databank no longer make(s) the information available or modify (modifies) the conditions under which it is made available to the Provider in such a way that further exploitation of the databank cannot be reasonably expected of the Provider.

8.7 The Provider is not liable for damages resulting from inaccuracies, incompleteness or other inadequacies in the contents of the (selection of) information of the databank provided to the Customer.

8.8 For each infraction of the stipulations of this article, the Customer will be charged an immediate fine, without notice being served or recourse to the courts, of EUR 5,000, to the Provider, as well as a fine of EUR 1,000 for each day (a fraction of a day will be calculated as a whole day) that the infraction continues.

Art. 9 Consultancy activities

9.1 Insofar as the services of the Provider consist of consultancy activities, the Provider shall make every effort to provide such to the best of his ability, if the case should be in keeping with the agreements and procedures established with the Customer in writing and/or electronically.

9.2 If it has been agreed that the consultancy activities sill be carried out in phases, the Provider has the right to postpone the consultancy activities related to a later phase until the Customer has approved the results of the previous phase in writing or electronically.

9.3 Only if it is expressly agreed in writing is the Provider obliged in carrying out the consultancy activities to respond to timely and reasonable suggestions of the Customer. The Provider is not required to respond to suggestions that modify or add to the contents or extent of the agreed upon consultancy activities; however, if such suggestions are responded to, said activities will be charged in conformance with article 11.

9.4 If the agreement on consultancy activities is concluded with the intention that they will be carried out by a specific person, the Provider always has the right to replace this person with one or more persons of the same required expertise.

Art. 10 Instruction, courses and training programmes

10.1 Insofar as the services of the Provider consist of the provision of instruction, courses and training programmes, the Provider can always request payment before the start of such.

10.2 The Customer has the right to cancel participation in the instruction, course or training programme before the Customer actually is going to participate in the envisioned instruction, course or training programme. The Customer can only cancel in writing or electronically. If the Provider receives the cancellation of the Customer more than three weeks before the beginning of the specific instruction, course or training programme in writing and/or electronically, the Customer will not owe the Provider any payment. If the Provider receives [??? does not receive?] the cancellation of the Customer in writing and/or electronically at the latest three weeks before the beginning of the specific instruction, course or training programme, the Customer will owe the Provider the complete amount for participation in the instruction, course or training programme.

10.3 If an individual is unable to participate in the instruction, course or training programme, the Customer has the right at any time to assign a third party to participate in his place.

10.4 Should the number of registrations suggest, in the opinion of the Provider, that the instruction, course or training programme should be combined with one or more other instructions, courses or training programmes, the Provider has the right to do so, or to schedule it at a later date or later time.

10.5 Documentation related to an instruction, course or training programme, such as manuals, syllabuses, etc. become, when they are handed over by the Provider to the Customer, the property of the Customer. The Customer shall not reproduce the documentation related to an instruction, course or training programme in any way or provide it to a third party.

Art. 11 Modification and supplementary work

11.1 If, on request of or by prior agreement with the Customer, the Provider has carried out work or other activities that fall outside of the content or extent of the agreement, this work or these activities will be remunerated by the Customer to the Provider in keeping with the normal prices and rates of the Provider. The Provider is not required, however, to fulfil such a request and may request a separate written and/or electronic agreement.

11.2 The Customer accepts that the work or activities as set forth in article 11.1 may influence the expected time of completion of the agreed upon deliveries and the reciprocal responsibilities of the Customer and Provider.

11.3 Insofar as a fixed price was agreed to for the services and the parties intend to conclude a separate agreement for the extra work or activities, the Provider will inform the Customer in writing and/or electronically of the financial consequences of that extra work or those activities.

Art. 12 Cooperation of the Customer

12.1 The Customer shall supply the Provider in good time with all of the data or information necessary to properly carry out the agreement and shall offer all his cooperation. The Customer shall supply the Provider with complete and correct written and/or electronic information and shall make available, whether asked or not, to the Provider further written and/or electronic information, insofar as that information is available to the Customer and insofar as that information is important or could be important for carrying out the agreement with the Provider.

12.2 The Customer is responsible for the use and application in his organization of the goods and services to be supplied by the Provider, as well as for any verification and security procedures and for adequate management.

12.3 If it has been agreed to that the Customer will make available programs, materials or data on data storage items, these shall meet the necessary specifications for carrying out the work.

12.4 If information needed for carrying out the agreement is not made available to the Provider, not made available on time or not in conformance with the agreements, or if the Customer fails to meet his responsibilities in any other way, the Provider has the right in any case to postpone carrying out the agreement and has the right to charge the resulting costs according to his normal rates.

12.5 In case employees of the Provider carry out work at the Customer's location, the Customer shall provide those employees free of cost all reasonably desired facilities, such as - if applicable - a work space with telecommunication facilities, etc. The Customer shall release the Provider of liability for third parties, including employees of the Provider, who in carrying out the agreement incur damage as a result of the dealings or neglect of the Customer or of unsafe situations in his organization.

Art. 13 Delivery dates

13.1 All of the (delivery) dates set by the Provider are determined to the best of his ability on the basis of information made available to the Provider when the agreement was made and shall be observed by him in as much as possible; any failure to meet a set (delivery) date will not bring the Provider in default. The Provider is not bound to (delivery) periods that can no longer be met due to circumstances beyond his control that occurred after entering into the agreement.

13.2 If it has been agreed that the service or delivery shall be carried out in phases, the Provider has the right to postpone the beginning of the services or delivery related to a following phase until the Customer has approved the results of the previous phase in writing or electronically.

Art. 14 Duration and termination

14.1 If the Provider concludes an agreement for a given duration of time, the agreement shall begin (unless and insofar as otherwise has been agreed to in writing or electronically) on the day that the agreement legally begins. The agreement will be extended automatically each time for the duration of the original period, unless the Customer of Provider terminates the agreement in writing taking into account a termination period of three (3) calendar months (unless otherwise expressly agreed to in writing or electronically).

14.2 Each of the parties has the authority to cancel the agreement prematurely only if the other party, after a substantive and as detailed as possible written account of default in which a reasonable period is given to rectify the defect, imputably fails to meet essential obligations pursuant to the agreement.

14.3 If an agreement which does not come to completion because of its nature and content, is entered into for an undetermined period, it can be ended by written termination after proper business consultation and statement of reasons. If no termination period has been expressly agreed to, a reasonable period must be taken into consideration in the termination. Parties shall never be held liable for damages because of termination.

14.4 The Provider can terminate the agreement partially or completely without notice of default and without recourse to the courts by written notification if the Customer is granted (temporary) suspension of payments or if this has been requested, if the Customer has been declared bankrupt or has filed for bankruptcy or if his business is liquidated or ended for any reason other than reconstruction or merger of businesses or establishments or if the activities of his business are ended in another manner. The Provider shall never be held liable to any damages for this termination. The Customer is explicitly held to inform the Provider of such events as set forth in article 14.4 immediately and in writing.

14.5 If, at the moment of termination as set forth in this article 14, the Customer has benefited from activities as part of this agreement, these activities and the related payment requirements shall not be subject for termination, unless the Provider is in default in regard to the activities. Amounts that the Provider has invoiced before the termination in connection with what he already has carried out or delivered as part of the agreement remain payable without abatement, taking into account the determinations of the previous sentence, and are directly claimable at the moment of termination.

14.6 If at the time of concluding the agreement, the Customer was a member of NVM or ICREA (or was associated with either of them), and if the Customer loses at some point this affiliation or is suspended by NVM or ICREA, the Provider will have the right to immediately cease all deliveries to the Customer, without prejudice to the Customer's payment obligations stemming from the concluded agreement, without the Customer having any right to reimbursement of paid invoices.

Art. 15 Price and payment

15.1 The Provider determines the prices and rates for the work that he is to carry out, the services and the goods supplied. The Provider always has the right to adjust these prices and rates if so influenced by prices, salaries or similar developments.

15.2 In case of an agreement in which the Customer has to pay regularly due payments, the Provider has the right by means of written and/or electronic notification of a period of at least three (3) months to adjust the current prices.

15.3 The Provider has the right in all cases to adjust the agreed upon prices and rates by means of written and/or electronic notification to the Customer for activities that according to the specific planning or according to the agreement are to be delivered at a date that is at least three (3) months after the date of this notification.

15.4 If the Customer does not wish to agree to the adjusted prices and rates made known by the Provider as set forth in article 15.2 or 15.3, the Customer has the right, without prejudice to that determined in article 14, to end the agreement within five (5) working days after the notification as set forth in those articles effective the date at which the price or rate adjustment would take place as given in the notification of the Provider.

15.5 All prices and rates are before value added tax (VAT) and other government charges.

15.6 Payment of all invoices should be received by the Provider from the Customer in keeping with the payment conditions given on the invoice and should occur within fourteen (14) calendar days after the invoice date.

15.7 If the Customer fails to pay the amounts due in the agreed upon period, the Customer will be charged the legally allowed interest on the open amount without any need of notification. If after notification the Customer continues to fail to make payment, payment may be turned over to another party, in which case the Customer will also be responsible for all extra-legal and legal costs in addition to the owed total amount - including all costs for external experts as well as legally determined costs - in connection with the collection of this payment or of legal procedures, the amount of which is to be determined as a minimum of 15% of the total amount or €250 (two hundred fifty Euros), whichever is more.

15.8 The Customer is expressly excluded from claiming rights on an agreement if the unpaid amount has not been received in full by the Provider.

15.9 Unless determined otherwise in writing and/or electronically, the agreed upon amount is given in Euros (€).

15.10 The Provider has the right to adjust the payment due from the Customer with amounts owed to the Customer. The Customer only has the right to adjust the payment due from the Provider with amounts owed to the Provider if the agreement with the Customer expressly allows this. The right to adjustment also exists if the Provider or the Customer has been granted suspension of payments or has declared bankruptcy (or has requested this), provided that both the claim and the debt came into being before the start of the suspension of payments or bankruptcy or if both stem from activities before the beginning of the suspension of payments or the bankruptcy.

15.11 Refund Policy. 2CO is an authorized retailer for paid "Special Ad" services provided by Vicosia.com. In order to process a refund for the services delivered by 2CO, you must request the refund within 10 calendar days of your date of purchase. After 10 days, no refund is available. To request a refund, just contact us by email. You MUST provide your name, order number and the reason for the return. Vicosia.com beholds the right to cancel your account after refund.

Art. 16 Confidential information and non-takeover condition

16.1 Each of the parties pledges that all of the information received from the other party before and after the conclusion of the agreement, of which it is clear or should be clear in all reasonableness that it is confidential in nature, should remain secret. Information shall be considered to be confidential in any case if it has been designated as such by one of the parties.

16.2 Throughout the duration of an agreement and one (1) year after its close, parties shall refrain from hiring the employees of the other party, nor shall parties make proposals or offers to that effect. What is understood as employees of a party are all persons who are called in to fulfil responsibilities stemming from the agreement.

16.3 For each infraction of the determinations of this article, the Customer will be charged an immediate fine, without notice being served or recourse to the courts, of EUR 5,000 to be paid to the Provider, as well as a fine of EUR 1,000 for each day (a fraction of a day will be calculated as a whole day) that the infraction continues.

Art. 17 Reservation of rights of ownership

17.1 All of the materials to be delivered or delivered by the Provider shall remain his property until the Customer has paid the full purchase price, as well as that which the Customer owes the Provider from this or other agreements.

17.2 Rights are always extended to the Customer or, if the case may be, transferred under the condition that the Customer pays the agreed upon fees for this in time and in full.

17.3 The Customer does not have the right to transfer any property of which the Provider or one of his suppliers holds the property rights, transfer meaning here also accession.

17.4 If and as long as the Provider is the owner of the delivered property, the Customer will immediately inform the Provider if a third party threatens to seize this property or does seize it, or if a claim is made on (any part of) the property. In the case of seizure, (temporary) suspension of payment or bankruptcy, the Customer shall immediately inform the party making seizure and the process server, the administrator or the trustee of the (property) rights of the Provider. The Customer guarantees that seizure of property belonging to the Provider will immediately be released.

Art. 18 Risk

18.1 The risk of loss or damage to the property that is the object of the agreement is transferred to the Customer at the moment that this is in the actual possession of the Customer or one of the representatives of the Customer.

Art. 19 Intellectual property rights

19.1 All intellectual property rights to all of the developed or supplied property in pursuance of this agreement such as (databank) information, analyses, designs, documentation, reports, quotations, as well as the preparatory material thereof, shall remain exclusively with the Provider or his licensers. The Customer only receives the user's rights and privileges that are set forth in these General Conditions or otherwise expressly extended and for the rest shall not reproduce the property or make copies of it.

19.2 The Customer is aware that the property made available to him contains confidential information and company secrets of the Provider or his suppliers. The Customer pledges, without prejudice to that set forth in article 16, to observe the confidentiality of this property, not make it available to third parties and only to use it for the purpose for which it has been made available to him. Under third parties is also understood all persons working in the organization of the Customer who do not necessarily need to use the property.

19.3 The Customer is not allowed to remove or modify any indication relating to copyrights, brands, trade names or other rights of intellectual property, including indications concerning the classified character and confidentiality of the property.

19.4 The Provider has the right to take technical measures to protect the programs. If the Provider has protected the programs by means of technical security, the Customer does not have the right to remove or evade this protection. If the protection measures result in the Customer's not being able to make a back-up copy of the programs, upon request of the Customer, the Provider will make a back-up copy of the programs available to the Customer.

19.5 If the Provider does not make a back-up copy of the programs available to the Customer, the Customer has the right to make one back-up copy of each of the programs and to keep them. What is understood by back-up copy in these General Conditions is: a physical object on which a program is placed exclusively for the replacement of the original copy of the program if this should unintentionally be lost or damaged. The back-up copy should be an identical copy and always provided with the same labels and indications as the original copy.

19.6 If the Customer develops a program or a third party develops a program for him, or if the Customer has the intention to do this and in connection with the interoperability of the program that is to be developed he needs to use the program information that the Provider has made available to realize this interoperability, the Customer shall request the Provider specifically in writing or electronically for the necessary information. The Provider shall within a reasonable period inform the Customer whether he will be allowed use of the desired information and under what conditions, by which is also included financial conditions and conditions concerning any third parties that the Customer might involve. What is understood by interoperability in these General Conditions is: the capacity of a program to exchange information and/or a program with other components of a computer system and to communicate by means of this information.

19.7 Taking into account the other provisions of these General Conditions, the Customer has the right to correct errors in the programs extended to him, if such is necessary from the envisioned use of the programs. When these General Conditions refer to rights or responsibilities related to errors, what is understood by errors is the failure to meet the functional specifications given by the Provider in writing and/or electronically and, in the case of specially developed programs, the expressly agreed upon functional specifications. It is only a matter of error if such can be demonstrated and can be reproduced. The Customer is bound to report errors immediately to the Provider.

19.8 All modifications, adaptations, improvements, etc. made by the Customer to the property shall become the complete and irreversible property of the Provider from the first moment of their coming into being, even if they are not completed.

19.9 The Provider shall indemnify the Customer from any legal action based on the assertion that the programs, equipment and materials developed by the Provider are an infringement of intellectual property rights in the Netherlands, under the condition that the Customer shall immediately inform the Provider of the existence and content of the legal action and shall leave the handling of the case, including any settlements, completely to the Provider. The Customer shall extend to the Provider the necessary powers of attorney, information and cooperation so as to defend itself, or if necessary in the name of the Customer, against these legal actions. This commitment ceases if and insofar as the infringement in question is related to modifications made by the Customer or requested to have made by a third party to the programs, equipment or materials. If it is irreversibly determined in court that the programs, equipment or materials developed by the Provider infringe upon any intellectual property rights belonging to a third party, or if in the opinion of the Provider, there is a reasonable chance that such an infringement exists, the Provider shall take back what he supplied as a credit against the acquisition costs, less a reasonable deduction for use, or shall see to it that the Customer can continue undisturbed to use the supplied, or functionally similar programs, equipment or materials. Any other or further liability or indemnification requirement of the Provider for infringement of intellectual property rights of a third party is excluded, including liability and indemnification requirements of the Provider for infringements caused by the use of the supplied equipment, programs and/or materials in a form that has not been modified by the Provider, in connection with matters or programs not supplied by the Provider or in another way than that in which the equipment, programs and/or materials were developed or intended.

19.10 The Customer guarantees that no rights of third parties shall oppose the equipment, programs or materials to be made available to the Provider for the purpose of use or processing, and the Customer shall indemnify the Provider against any legal action based on the assertion that such availability, use or processing infringes upon any rights of a third party.

Art. 20 Escrow

20.1 If it is expressly agreed to in writing, the Provider shall give the programs developed for the Customer to a third party to be assigned by the Provider to be kept in escrow. The conditions of the third party in question shall apply to this escrow. All costs related to this escrow shall be the responsibility of and at the risk of the Customer.

Art. 21 Liability of the Provider; indemnification

21.1 The Provider accepts the legal responsibility for damages in as much as this is given in this article.

21.2 The Provider is not responsible for:
a) damage as a result of interruption and/or inaccessibility of internet as such as a result of reasonably unforeseeable circumstances, such as internet interruptions or disturbances in the telecommunication infrastructure of any operator;
b) damage as a result of interruption and/or inaccessibility of internet as such as a result of reasonably necessary maintenance by or for the Provider;
c) damage as a result of non-functioning or incorrect or non-timely or incomplete functioning of internet as such;
d) damage as a result of claims of a third party or of copyright organizations or similar legal organizations that might stem from copying or publishing protected works by the Customer;
e) damage as a result of computer viruses and the infection of the Customer's hard and software by a computer virus;
f) the protection of the saved data by the Customer on the Provider's system; and
g) damage that occurs from (temporary) inaccessibility of the databank as a result of circumstances that could not have been reasonably foreseen by the Provider.

21.3 The Provider does not guarantee that the delivered goods and services or those made available are without error, that they will achieve a given result, that they meet the demands of the Customer, or that they are appropriate for the purpose envisioned by the Customer.

21.4 The total liability of the Provider from attributable failure to meet the agreement is limited to payment for direct damage up to a maximum of the amount that was stipulated for the agreement (excl. VAT). If the agreement is primarily a time agreement with a period of more than a year, the stipulated price will be set at the total of the fees (excl. VAT) for one year. In no case shall the payment for direct damage, however, be more than EURO 500,000 (five hundred thousand euros). What is understood by direct damage is exclusively:
a. the reasonable costs that the Customer would have to pay to assure the Provider's adherence to the agreement. This damage will not be remunerated, however, if the Customer has annulled the agreement;
b. the costs incurred by the Customer for being forced to keep his old system or systems functional and the related equipment and material because the Provider failed to make delivery at a binding delivery date, less any savings stemming from the delayed delivery;
c. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination is related to direct damage in the sense of these General Conditions;
d. reasonable costs incurred to prevent or limit damage, insofar as the Customer can demonstrate that these costs have led to the limitation of direct damage in the sense of these General Conditions.

21.5 The total liability of the Provider for damage by death or bodily harm or for material damage shall in no case exceed € 1,000,000 (one million euros) per occurrence, by which a series or related occurrences counts as one occurrence.

21.6 The liability of the Provider for indirect damage, which includes consequential loss, lost profit, missed savings and damage as a result of company stagnation, is excluded.

21.7 Outside of the cases given in articles 21.4 and 21.5, the Provider is not liable whatsoever for any damages, regardless of the grounds on which damage proceedings might be based.

21.8 The liability of the Provider from an attributed failure to meet the agreement is limited to a situation in which the Customer immediately and reliably holds the Provider to be in default, stipulating a reasonable period of time for the error to be corrected, and after that period has lapsed, the Provider remains in default of his responsibilities. The notice of default must be as detailed as possible in the description of the error, so that the Provider has the opportunity to respond adequately.

21.9 A condition for the existence of any right of damages is that the Customer informs the Provider in writing of the damage as quickly as possible after its occurrence.

21.10 The Provider is not liable for damages suffered by the Customer as a result of use of the goods or services delivered or made available to the Customer by third parties, and the Customer indemnifies the Provider from claims made by third parties.

21.11 Every payment claim for a stipulated fine or damage fee expires three (3) years after the event for which the fine is demandable or the damage was caused, unless legal proceedings were begun within this period.

21.12 If and insofar as the Provider has involved one or more third parties to meet his responsibilities and the third party (or parties) cause(s) damage, the Provider is only liable insofar as the Provider would have been so on the basis of these General Conditions had the Provider caused the damage himself.

Art. 22 Force majeure

22.1 If the Provider fails to meet any responsibility to the Customer, that failure cannot be attributed to him and he is not negligent if the fulfilment of this responsibility was made difficult or impossible by an unforeseeable event that was beyond his control, such as the (partial or complete) failure of a third party to meet his responsibilities to the Provider, labour strikes, internet connection interruptions, telephone network disturbances of the telecommunications supplier, engagement of all of the Provider's telephone lines, power failure and other circumstances beyond the control of the Provider and for him not reasonably foreseeable, natural disasters, strikes, lightning, sabotage, etc.

22.2 If the force majeure situation goes on longer than three (3) months, the parties have the right to end the agreement by written annulment. What work has been carried out stemming from the agreement will then be invoiced proportionately, without the parties owing each other anything else.

Art. 23 Legal competence and disputes

23.1 The agreement(s) between the Provider and the Customer, as well as these General Conditions, come under Dutch law.

23.2 All disputes which cannot be settled amicably shall be settled in the competent court in Groningen. There is a dispute if one of the parties states such by certified letter.

23.3 If these General Conditions should be completely or partially non-binding, the parties are considered to have agreed to an arrangement that coincides in its extent and effect closest to (the sections of) these General Conditions which have been declared non-binding or reversed and that have not been declared non-binding nor reversed.