NLdigital Terms 2025

Article 1 Applicability NLdigital Terms

1.1 These NLdigital Terms 2025 (hereinafter also: NLdigital Terms) apply to all offers and agreements wherein supplier delivers to client.

1.2 Client and supplier make arrangements about the reciprocal performances, including about price and payment and about what is included in the price or not. Everything in these NLdigital Terms applies only in the event that parties have not made any explicit written arrangements to the contrary.

1.3 Client's purchase or other terms do not apply and are explicitly excluded.

1.4 If supplier makes products or services of a third party supplier available to client, the licensing or sales terms of this third party supplier apply to the relationship between supplier and client, if these terms have been declared applicable by supplier and client has been given a reasonable opportunity to take note hereof. In that case, provisions in these NLdigital Terms that deviate from those other terms do not apply. A client as referred to in Article 6:235(1) or (3) of the Netherlands Civil Code cannot invoke a failure on the part of supplier to meet the aforementioned obligation.

1.5 If, for any reason whatsoever, the terms of a third party supplier do not or no longer apply between client and supplier, these NLdigital Terms apply in full.

1.6 If a part of these NLdigital Terms is null and void or is annulled, the remainder remains fully applicable and effective. In that case, supplier and client will, in consultation, try to arrange for new similar provisions that will replace the provisions that are null and void or that have been annulled.

Article 2 Offers

2.1 All of supplier's offers and other forms of communication are without obligation, unless supplier indicates otherwise in writing. Client guarantees the correctness and completeness of the information provided, with the exception of obvious typing errors, by or on behalf of client to supplier and on which information supplier has based its offer.

Article 3 Price and payment

3.1 All prices are in euros, exclusive of turnover tax (VAT) and exclusive of other product or service-specific levies imposed by authorities.

3.2 Client cannot derive any rights from any budget issued by supplier. A budget communicated by client is considered a fixed or alternative price arrangement only if this has been explicitly agreed by parties in writing.

3.3 If client consists of several legal or natural persons, each of these persons is jointly and severally liable to supplier for the performance of the agreement.

3.4 Where the activities performed by supplier and the sums due by client are concerned, the information in supplier's administration provides full evidence, without prejudice to client's right to provide evidence to the contrary.

3.5 In the event client is under a periodic payment obligation, supplier may adjust the applicable prices and rates, in writing and in accordance with the index or other criterion included in the agreement. If the agreement does not provide for adjustment, supplier may adjust prices in writing with due observance of a period of at least three months, and no more than once a year. If, in the latter case, client does not want to accept the adjustment, client may terminate the agreement by written notice within thirty days following the notification, effective from the date on which the new prices would take effect. Price increases by third parties may be charged onto client.

3.6 In their agreement parties lay down the date(s) on which supplier invoices the fee for the activities. Sums due are paid in accordance with the payment terms agreed or as stated in the invoice. Client may not suspend any payments or set off any of the sums due.

3.7 If client fails to pay on time, client must pay the statutory interest for commercial agreements on any outstanding sum, without a reminder or notice of default being required. If client fails to pay even after a reminder, supplier can pass on the claim for collection and client is obliged to pay, within reason, all judicial and extrajudicial costs, including all costs charged by external experts, without prejudice to any of supplier's statutory and contractual rights.

Article 4 Duration of the agreement

4.1 If the agreement is a continuing performance contract, the term agreed on by parties applies. If parties have not agreed on a specific term, a one year term applies.

4.2 Unless provided otherwise by law, the duration of an agreement for a definite period is automatically extended, each time by the period originally agreed, up to a maximum of one year, unless client or supplier terminates by written notice, ultimately three months prior to the end of the term.

Article 5 Confidentiality

5.1 Client and supplier ensure that secrecy is observed with respect to all data received from each other and of which they know or should reasonably know these are confidential. This does not apply if confidential information must be provided to a third party: (a) pursuant to a judicial decision, a statutory requirement, or an order by an authority; (b) for reports to relevant authorities; (c) for the proper performance of the agreement. The receiving party may use confidential data only for the purpose for which they have been provided. Data are in any case confidential if either party has clearly designated them as such. If data may be provided to a third party under the agreement, client ensures that this third party is also bound to confidentiality.

5.2 Supplier makes sure that the persons processing personal data for client under their responsibility have a duty of confidentiality.

5.3 Client acknowledges that the content of the products and services, including the software, made available by supplier is always confidential in nature. These contain trade secrets of supplier and their suppliers or of the producers of the products and services.

Article 6 Retention of title, reservation of rights, suspension and transfer of risk

6.1 All goods delivered to client remain the property of supplier until client has paid all sums due under the agreement in full. If client acts as a reseller, it may sell and deliver goods subject to retention of title only insofar as this is customary within their normal business operations.

6.2 The property-law consequences of the retention of title with respect to goods destined for export are governed by the laws of the state of destination if those laws are more favourable to supplier.

6.3 Where applicable, rights are granted or transferred to client subject to the condition that client has paid all sums due under the agreement.

6.4 Until client has paid all sums due, supplier may retain all goods, data, documents or software received or created in the context of the agreement, even after handing them over, or suspend their service provision.

6.5 The risk of loss, theft, misappropriation or damage of goods, data, security measures, documents or software passes to client as soon as these are under the actual control of client or a person acting on their behalf.

Article 7 Intellectual property

7.1 All intellectual property rights to everything developed or made available under the agreement (such as software, websites, data files, databases, hardware, training materials, tests, analyses, designs, documentation, reports, offers and preparatory materials) remain fully in the possession of supplier, their licensors or their suppliers. Client is solely granted the rights of use laid down in these Terms, the written agreement and applicable mandatory legal provisions. A right of use is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.

7.2 Client is not allowed to modify what has been provided, use it for AI training purposes, or apply scraping, mining or similar techniques.

7.3 Supplier is only bound to transfer an intellectual property right if parties explicitly agreed in writing. Where such a transfer is agreed, supplier retains the option and the right to: (a) use and/or exploit the underlying parts (designs, algorithms, documentation, protocols, standards) for other purposes; (b) use and/or exploit the general ideas, principles or programming languages used; (c) continue developing works similar to or derived from any work developed for client.

7.4 Client is not allowed to remove, add or adjust any notices about the confidential nature, copyrights, brands, trade names or other IP rights pertaining to the services, software, websites, data files, hardware or other works.

7.5 Supplier indemnifies client against any third-party claim that software, websites, data files, hardware or other materials developed by supplier themselves infringe an IP right, provided client promptly informs supplier in writing and leaves the settlement entirely to supplier, granting the required powers of attorney, information and assistance. This indemnity does not apply where the alleged infringement relates to (i) materials made available by client, or (ii) modifications implemented by or for client without supplier's written consent. If infringement is irrevocably established, or supplier deems it probable, supplier ensures where possible that client can continue to use the works or a functional equivalent. Other or further indemnity obligations are excluded.

7.6 Client guarantees that no third-party rights preclude making hardware, software, website material, data, designs or other works available to supplier or processing thereof, including the relevant licences or permission. Client indemnifies supplier against any third-party claim based on such availability, use, maintenance, processing, installation or integration.

7.7 Supplier is entitled to use client's trade mark, logo or name in their external communication.

Article 8 Performance of services

8.1 Supplier performs their services with care to the best of their ability, where applicable in accordance with the arrangements and procedures agreed in writing. All services are performed on the basis of a best-efforts obligation unless and insofar as supplier has explicitly promised a result in the written agreement and the agreement describes that result in a sufficiently precise manner.

8.2 If client deviates from supplier's advice, or proceeds with a wish or instruction despite supplier indicating this is unrealistic, unsuitable or technically unfeasible, supplier is not liable for the consequences, such as damage or extra work.

8.3 Even where the agreement was entered into with a view to performance by one specific person, supplier is always entitled to replace this person by one or more persons with the same and/or similar qualifications.

8.4 Supplier is not obliged to follow client's instructions when performing the services, particularly not if these change or add to the content or scope agreed. If supplier follows such instructions, they may charge their applicable rates.

8.5 At client's request, supplier endeavours to cooperate within a reasonable term with exit activities necessary for the transition to a third-party supplier or to client, and may charge its applicable rates.

8.6 Supplier is not bound to perform data conversion unless explicitly agreed in writing.

Article 9 Service Level Agreement

9.1 Any arrangements about a service level (SLA) will be explicitly agreed in writing only. Client will always inform supplier immediately of any circumstances that affect or may affect the service level and its availability.

9.2 If a service level is agreed, availability is measured excluding any downtime announced in advance for preventive, corrective or adaptive maintenance or other service, as well as circumstances beyond supplier's control. Unless client provides evidence to the contrary, the availability measured by supplier is considered full proof.

Article 10 Obligation to provide information and render assistance

10.1 Parties acknowledge that supplier depends on proper and timely mutual cooperation and exchange of information. Client undertakes always to fully cooperate and provide information, within reason, and on time.

10.2 Client vouches for the correctness, completeness, quality, relevance and representativeness of the data, information, designs and specifications provided. If this information contains apparent inaccuracies, supplier will request further information.

10.3 Supplier is not obliged to warn client about risks outside the scope of the agreement. Any warning nevertheless issued is without obligation or liability.

10.4 Client designates a contact person or persons with the relevant experience, specific knowledge of the subject matter and a proper understanding of client's objectives.

10.5 Client bears the risk of selecting the goods and/or services to be provided. Measurements and data in drawings, images, catalogues, websites, offers, advertising and the like are not binding on supplier unless explicitly stated otherwise.

10.6 If client deploys employees and/or auxiliary persons, these must have the knowledge and experience required.

10.7 If supplier's employees work at client's premises, client ensures the facilities required (a workspace with computer and network facilities) are available on time and free of charge. Supplier is not liable for damage from transmission errors, malfunctions or the non-availability of these facilities unless client proves intent or deliberate recklessness of supplier's management.

10.8 Client's workspace and facilities must meet all statutory requirements. Before activities start, client informs supplier's deployed employees about the applicable company, information and security rules. Client indemnifies supplier against third-party claims (including supplier's employees) for damage caused by client's acts or omissions or by unsafe situations.

10.9 Client is responsible for management, including checks of the settings and use of the products or services, and the way results are implemented, as well as for appropriately instructing users.

10.10 Client is responsible for the hardware, infrastructure and auxiliary software (on-premise or in the cloud), including installation, configuration, parameterisation, tuning, data conversion and upload, back-ups and keeping the environment updated, and for effecting the interoperability wanted.

10.11 Supplier provides available user documentation in Dutch or English in a format that supplier determines. Client assesses this documentation for suitability and, if necessary, provides additional explanations.

Article 11 Project and steering groups

11.1 If both parties participate in a project or steering group, the provision of information takes place in the manner agreed for that group.

11.2 Decisions made by such a group are binding on supplier only if agreed in writing or, absent written arrangements, if supplier has accepted the decision in writing. Supplier is not obliged to accept or implement a decision that, in their opinion, cannot be reconciled with the content and/or proper performance of the agreement.

11.3 Client ensures that the persons they assign are authorised to make decisions binding on client.

Article 12 Modifications and extra work

12.1 If, at client's request or with prior consent, supplier performs activities or delivers goods or services outside the agreed scope, supplier may charge these on the basis of the agreed rates or, absent agreed rates, supplier's applicable rates. Supplier is not obliged to honour such a request and may require a separate written agreement.

12.2 Client realises that adjustments may result in extra work or postponed terms and delivery dates. Any new terms indicated by supplier replace the previous ones.

12.3 Where a fixed price was agreed, supplier will inform client, at request and in writing, about the financial consequences of the extra activities.

Article 13 Terms

13.1 Supplier makes reasonable efforts to comply, to the greatest extent possible, with specified terms and delivery dates, whether or not deadlines. Interim dates always apply as target dates, do not bind supplier and are indicative.

13.2 If a term is likely to be exceeded, parties consult on the consequences. In all cases, also where deadlines were agreed, supplier is in default only after client has served a written notice of default setting a reasonable period to remedy, and that period has passed. The notice must describe the breach as comprehensively and in as much detail as possible.

13.3 Where activities are performed in phases, supplier is entitled to postpone the start of a next phase until client has approved the results of the preceding phase in writing.

13.4 Supplier is not bound by a date or term if parties have agreed an adjustment in content or scope, or a change in approach, or if client fails to fulfil their obligations on time or in full. Additional work never constitutes a reason for client to terminate the agreement.

Article 14 Termination of the agreement

14.1 Termination for breach (ontbinden) is exclusively possible if the other party, after a written notice of default that is as detailed as possible and sets a reasonable period for remedying, fails to fulfil essential obligations in an attributable manner. Payment obligations and all obligations to cooperate and/or provide information are in all cases essential obligations.

14.2 If, at termination for breach, client has already received goods or services, this performance and the relevant payment obligations cannot be undone unless client proves supplier is in default regarding the essential part. Sums invoiced before termination for what was properly performed remain due in full and become immediately payable.

14.3 Either party may terminate an agreement for an indefinite period which is not discharged by performance, by written notice stating reasons. Absent an agreed notice period, a reasonable period applies. Supplier is not obliged to pay compensation.

14.4 Client is not entitled to terminate (opzeggen) a definite-term services agreement before the end of the term, nor an agreement that ends by completion before it has been completed.

14.5 Either party may terminate in writing, in whole or in part, without notice of default and with immediate effect if: (i) the other party is granted a (provisional) suspension of payments; (ii) a petition for bankruptcy is filed; or (iii) the other party's company is liquidated or dissolved other than for restructuring or merger. Supplier may also terminate if a change occurs in the decisive control of client's company, but not on unreasonable grounds. Supplier is never obliged to repay sums received or pay compensation due to such termination.

14.6 If client is irrevocably bankrupted, their right to use the provided IP rights ends without supplier being required to cancel those rights.

Article 15 Supplier's liability

15.1 Supplier's total liability for an imputable failure or from any other legal basis (explicitly including any failure to meet a guarantee or indemnification obligation) is limited to the compensation described in this article.

15.2 Direct damage is limited to a maximum of the price stipulated for the agreement (excl. VAT). For a continuing performance contract of more than one year, the price is set at the total payments (excl. VAT) for one year. In no event does supplier's total liability for direct damage exceed EUR 500,000.

15.3 Supplier's total liability for damage arising from death, bodily injury or material damage to goods is limited to EUR 1,750,000.

15.4 Liability for indirect damage, consequential loss, loss of profits, lost savings, reduced goodwill, business interruption, loss from claims of client's clients, loss from third-party goods/software prescribed by client, and loss from suppliers recommended by client, is excluded.

15.5 These exclusions and limitations are without prejudice to the other exclusions and limitations in these Terms.

15.6 The exclusions and limitations cease to apply if and insofar as intent or deliberate recklessness of supplier's management caused the damage.

15.7 Unless performance is permanently impossible, supplier is exclusively liable for an imputable failure if client promptly serves a written notice of default granting a reasonable period to remedy, and supplier still imputably fails after that period.

15.8 The right to compensation exclusively arises if client reports the damage in writing as soon as possible. Any claim lapses by the mere expiry of twenty-four months following the inception of the claim unless client has instituted legal action before then.

15.9 Client indemnifies supplier against third-party product-liability claims arising from a defect in a product or system client delivered that consisted in part of supplier's hardware, software or materials, unless client proves those materials caused the loss.

15.10 All limitations and exclusions in these Terms also apply in favour of all persons that supplier and supplier's suppliers contract or deploy for the performance of the agreement.

Article 16 Force majeure

16.1 Neither party is obliged to meet any obligation if prevented by circumstances beyond their control (overmacht). These include, among others: (i) circumstances beyond the control of supplier's suppliers; (ii) failures to meet obligations contracted on client's instructions; (iii) defects in third-party goods used on client's instructions; (iv) measures by public authorities; (v) fire and power failures; (vi) failures of digital infrastructure and telecommunications; (vii) strikes or a pandemic; (viii) crime or cyber crime, vandalism, war or terrorism; and (ix) general transport problems.

16.2 If force majeure lasts more than sixty days, either party may terminate the agreement in writing for breach. All that has already been performed must then be paid for on a proportional basis, without anything else being due.

Article 17 Transfer of rights and obligations

17.1 Client is not entitled to sell, transfer or pledge their rights and obligations under an agreement to a third party without supplier's prior consent.

17.2 Supplier is entitled to sell, transfer or pledge any claims to payment of sums due to a third party.

Article 18 Applicable law and disputes

18.1 The agreements are governed by the laws of the Netherlands. Applicability of the Vienna Convention 1980 (CISG) is excluded.

18.2 Any disputes are resolved by arbitration under the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes (SGOA, www.sgoa.eu), without prejudice to either party's right to preliminary relief and to attach property before judgment. Arbitration takes place in Amsterdam or another place designated in the Regulations.

18.3 If a dispute is within the jurisdiction of the cantonal section of the District Court, either party may choose to bring the case before the competent district court instead. This option expires once arbitration has been instituted.

18.4 Either party may institute ICT mediation under the SGOA ICT Mediation Regulations; the other party is then obliged to actively participate in at least one joint meeting. This does not exclude preliminary relief proceedings or attachment before judgment.

Article 19 User requirements for products and services

19.1 Client uses all products and services only in accordance with the purpose intended by supplier or manufacturer. Supplier is not liable for damage from any other use, even if foreseeable.

19.2 If client wishes a particular certification, supplier may suffice with alternative certification to which materially similar requirements are set.

19.3 Before use, client checks whether the use complies with the legislation applicable to them and that they have the correct documentation (technical and user information, declarations of conformity, certifications including CE markings).

19.4 Given the volume of general and sector-specific legislation, supplier cannot guarantee that a product or service complies or will continue to comply with all laws and regulations, nor that it will be adjusted in time to legislative changes.

19.5 If client demonstrates that legislative changes make it essential for supplier to make adjustments or provide documentation, client informs supplier in writing in detail. Parties then consult on how and within what period to comply. If supplier is prepared to adjust, they may charge costs at their applicable rates. If supplier cannot reasonably comply and client has no other option, either party may terminate the non-compliant part of the agreement. Supplier is not obliged to refund or compensate.

19.6 If client has a legal obligation to have supplier's employees participate in security awareness programmes, supplier is prepared to have directly involved employees participate, provided this is not a disproportionate burden, and may charge reasonable costs. Prior equivalent participation may be accepted as sufficient.

Article 20 Data processing

20.1 Client is responsible for the data processed when using a product or service. Client guarantees the content, use and processing of the data is not illegal or unlawful and does not infringe third-party rights. Client indemnifies supplier against all third-party claims in connection with the processing of data or performance of the agreement, unless client proves the underlying facts are attributable to supplier.

Article 21 Notice and action

21.1 Supplier is entitled to use content-moderation measures and tools but is not obliged to actively monitor or investigate illegal or unlawful activities.

21.2 Unless otherwise agreed, the contact details known to client serve as the central point of contact.

21.3 Supplier is entitled to take measures (whether or not in response to a third-party notification) to comply with laws, prevent liability, or comply with instructions from authorities. Measures may include erasure or inaccessibility of data, suspension of clients, restriction of access, or suspension or termination of the service. Where possible, supplier may first request client to erase certain data, which client then does immediately.

21.4 Supplier cannot be expected to conduct extensive legal research on the validity of third-party claims or to be involved in a dispute between a third party and client. Client deals with any conflict directly and informs supplier in writing with sufficient supporting documentation.

21.5 Supplier is not liable for any damage arising from this article.

Article 22 Information provision to authorities, right of inspection and cooperation

22.1 If client makes a notification to authorities, it immediately informs supplier and enables supplier to provide the information necessary for the request or notification.

22.2 Where supplier has a statutory obligation to share information or a statutory audit right applies, parties make further arrangements; failing this, the procedure below applies.

22.3 Client first sends a written request, as detailed as possible. Supplier makes the mandatory information available within a reasonable period. This may include relevant certification, a valid Data Pro Verified label, or an audit report (Third Party Memorandum) prepared by an independent expert. Data Act sharing requests follow Chapter 5.

22.4 If client still cannot comply, or a contractual audit right was agreed, client may, at their own expense, have an audit carried out no more than once a year, by an independent certified external expert with demonstrable experience. The audit is limited to checking compliance with legal obligations or the contract. The expert has a duty of confidentiality, reports only what is necessary, and provides a copy of the report to supplier. Supplier may refuse an expert, audit or access if contrary to legislation, if their competitive position is affected, or if it constitutes an unacceptable breach of security measures.

22.5 Parties consult on the findings. They follow up on the proposed improvement measures insofar as reasonable. Supplier implements measures insofar as they deem appropriate, considering risks, state of the art, implementation costs, the market and intended use.

22.6 If necessary and legally required, supplier provides further information and assistance in the event of an incident involving supplier's product or services.

22.7 Supplier may charge client for the reasonable costs of implementing this article.

22.8 If supplier reports to or cooperates with authorities, supplier is not liable for damage suffered by client or a third party as a result.

22.9 Client is not entitled to recover from supplier any administrative fine imposed on them by authorities.

Article 23 Security level

23.1 The cyber security of the products and services complies with the specifications agreed in writing. Absent an explicit method, security complies with a level that is not unreasonable, taking into account the state of the art, implementation costs, the nature, scope and context of the intended purpose, the data involved, the likelihood and severity of foreseeable risks, the consequences of incidents and the rights and freedoms of those involved. Supplier does not guarantee that the cyber security is effective under all circumstances.

Article 24 Use of security devices

24.1 Security devices provided via supplier (including Multi-Factor Authentication, encryption, access or identification means, codes or certificates) are confidential and disclosed only to persons specifically authorised by client. Supplier may modify or replace assigned security devices. Client is responsible for managing security devices and authorisations, and for proper access data management, including strong passwords and password management.

24.2 Supplier is not liable for damage or costs resulting from the use or misuse of access or identification codes, certificates or other security measures, unless the misuse is the direct result of intent or deliberate recklessness of supplier's management.

Article 25 Responsibilities

25.1 Where security or testing (e.g. Threat Led Penetration Tests) relates to software, equipment or infrastructure not supplied by supplier, client guarantees all necessary licences or approvals were obtained. Supplier is not liable for related damage; client indemnifies supplier against any legal action.

25.2 It is up to client to assess whether the products and services are appropriate and proportionate given their security risks, and whether they have taken appropriate technical and organisational measures. Client adequately secures their own systems and infrastructure and ensures sufficient backups.

25.3 If client considers supplier's security measures insufficient for their minimum legal requirements, client informs supplier in writing in detail. Article 19.5 applies mutatis mutandis.

25.4 Client discloses information from supplier about vulnerabilities, incidents, risk mitigation and corrective measures to their users where necessary.

25.5 Client reports incidents, possible security breaches, vulnerabilities or gaps to supplier or manufacturer as soon as possible.

25.6 If client discovers a possible breach in a product for which supplier is not the manufacturer and no manufacturer contact address is available, client may report to supplier through the usual channels so supplier can forward it.

Article 26 Modifications in the security

26.1 Supplier may always take technical and organisational measures to protect the products and services, and to monitor compliance with agreed restrictions on content, duration of use or purpose.

26.2 Supplier is entitled to adjust security measures at any time where necessary due to changing legislation or circumstances, and informs client of important changes where relevant.

26.3 Supplier or an authority may issue instructions (e.g. to perform security updates or modify settings) to prevent or minimise incidents. If client fails to follow such instructions in time, supplier is not liable and client indemnifies supplier against any resulting damage.

26.4 Client shall not remove or circumvent any security measures or technical provisions, use coercive measures, or abuse loopholes in supplier's technical infrastructure.

26.5 Client may request further security measures; supplier is not obliged to implement them. Only after written agreement is supplier obliged, and supplier may charge applicable rates for security updates or changes provided at client's request.

Article 27 Backups

27.1 Only if the service explicitly includes backups in writing does supplier make a backup (with the agreed frequency and, absent that, at least once a week) insofar as the data is stored on infrastructure managed by supplier. Absent an agreed retention period, supplier retains the backup for its usual period. Data segmentation applies only if agreed in writing, in which case supplier may charge applicable rates. Supplier is not obliged to restore data other than by restoring the last available backup where possible. Without agreed segmentation, a client-specific backup may not be restorable.

27.2 If supplier offers a technical option for client to make backups themselves, client is responsible for making backups with sufficient frequency.

27.3 Even after the service ends, client remains responsible for complying with all legal administration and retention obligations.

Article 28 General

28.1 Supplier processes the personal data on client's instructions in accordance with client's agreed written instructions.

28.2 Client, or their principal, is the controller and determines the purpose and means of processing.

28.3 Supplier is a processor and has no control over the purpose and means of processing.

28.4 Supplier implements the GDPR as laid down in these Terms and the agreement.

28.5 Client guarantees they act in accordance with the GDPR and that the use and processing of personal data is not unlawful and does not infringe the rights of others.

28.6 Unless explicitly stated otherwise, supplier's product or service is not designed for processing special categories of personal data, data on criminal convictions or offences, or government-issued personal numbers.

Article 29 Personal data breaches

29.1 If supplier discovers a personal data breach, it informs client without undue delay, in the usual manner absent specific arrangements.

29.2 It is up to the controller (client or their principal) to assess whether the breach must be reported to authorities or data subjects. Reporting remains the controller's responsibility at all times; supplier is not obliged to report.

29.3 If necessary, supplier provides further information and cooperates in providing the information client needs for reporting.

29.4 Supplier may charge the reasonable costs incurred to client.

Article 30 Obligations upon termination

30.1 Upon termination of the processing agreement, supplier will, within a reasonable period, erase all personal data (render inaccessible) or, if agreed, return them in a machine-readable format. Supplier may charge applicable rates.

30.2 Article 30.1 does not apply where a statutory provision prevents erasure or return, in which case supplier continues to process only as necessary to comply with legal obligations, nor where supplier is the controller for the data.

Article 31 Rights of data subjects and DPIA

31.1 Where possible, supplier cooperates with reasonable requests relating to data subjects' rights. If approached directly by a data subject, supplier refers them to client where possible.

31.2 If obliged under the GDPR, supplier will, upon reasonable request, cooperate with a data protection impact assessment (DPIA) or subsequent prior consultation.

31.3 Supplier may charge their applicable rates for these activities.

Article 32 Sub-processors

32.1 Supplier states in the agreement which third parties (sub-processors) they engage.

32.2 Client gives supplier permission to engage other sub-processors to fulfil their obligations.

32.3 Supplier informs client of any change in engaged third parties; client has the right to object.

Article 33 General provisions for data sharing requests

33.1 Absent specific written arrangements, client may submit a data sharing request via supplier's usual channels. Supplier processes only requests submitted in writing in sufficient detail, may check lawfulness and the extent of any obligation to comply, and may request all information needed to assess the legitimacy and scope. If supplier does not have access to the relevant data, they provide reasonable assistance in referring client to the relevant party.

33.2 Supplier makes data they must provide under the Data Act available in a commonly used machine-readable format; supplier is not obliged to implement the data at the recipient.

33.3 Client ensures that they and the data recipient comply without delay with supplier's requests within the scope of Article 11 of the Data Act.

33.4 To the extent permitted by law, supplier may charge transfer or data-extraction costs, a reasonable fee for making the data available, or costs for additional services at their applicable rates.

Article 34 Data sharing for connected products and related services (IoT)

34.1 For such requests, supplier is obliged to provide only the readily available data on the performance, use and environment of the connected products/related services and, if necessary, the relevant metadata. This excludes derived data and content data. Supplier is exempt if they are a small business under Article 7 of the Data Act, or if client has direct access.

34.2 Under Articles 4 and 5 of the Data Act, supplier may impose regulations on availability, use or further sharing, particularly where this could undermine security requirements or affect trade secrets. Client ensures data provided to a third party is not shared further.

34.3 Client may not use the data to develop a competing product or service, or to gain insight into the economic situation, assets or production methods of the manufacturer or supplier.

Article 35 Data sharing upon exit or ongoing parallel use (cloud services)

35.1 For data processing services, supplier supplies at least the exportable data, insofar as this does not concern internal data that risks breaching a trade secret, or assets/data protected by IP rights. Supplier is not obliged to make data available for testing and evaluation.

35.2 Client specifies in detail: (a) which service(s) are concerned; (b) whether they wish to switch and/or terminate with erasure (exit), or continue in parallel; and (c) the party or parties to which the data must be transferred, with contact details.

35.3 If client does not indicate within the notice period how the request should be carried out, supplier may treat it as a request to erase the data and terminate the service (exit).

35.4 The transition period starts no later than two months after receipt and lasts a maximum of 30 days. If technically infeasible, supplier may, within 14 working days, inform client of an alternative period not exceeding seven months. Client may submit a one-off written request for a reasonable extension.

35.5 During the transition period, supplier endeavours to perform the request, maintain business continuity, continue the services and maintain the agreed (or comparable) level of security. On a switch, supplier also provides reasonable assistance and relevant information about known risks affecting continuity.

35.6 For customised services, supplier is not obliged to facilitate functional equivalence or guarantee compatibility with common or harmonised interoperability standards, and may charge applicable rates for executing the request.

Article 36 Termination of data processing services (exit)

36.1 Where client indicated an exit, contrary to Article 14, the agreement for the cancelled service ends prematurely after the transition period, provided the switch has been successfully completed. If client indicated no switch, the agreement ends two months after receipt of the request. Other products and services remain in force unless separately terminated.

36.2 After the transition period, client may claim their data during supplier's retrieval period, which is at least 30 days after the end of the transition period.

36.3 After the retrieval period and a successful transfer, supplier erases client's exportable data and digital assets (render inaccessible) as far as possible, unless a legal retention obligation applies.

36.4 On premature termination, supplier reserves the right to invoice the agreed fees up to the originally agreed termination date as compensation.

Article 37 Artificial Intelligence (AI)

37.1 Client must use AI in accordance with the intended purpose and any instructions. If client acts contrary and thereby turns the AI application into a high-risk AI system, the obligations under Article 25(2) of the AI Act do not apply. Supplier may take corrective measures or withdraw, deactivate or recall the AI application if it no longer complies with its intended purpose or if client becomes the provider through their own actions, without being bound to compensate damage.

37.2 Client is aware that AI can be a changing, self-learning technology whose outcomes evolve and may exhibit adaptability, varying results and "model drift". Supplier does not guarantee the results are effective or accurate under all circumstances or over time.

37.3 Unless expressly agreed in writing, client may not place their name or brand on the AI application or make substantial changes to it.

37.4 If supplier has established a monitoring system, they may use the information in the AI application for monitoring; client cooperates by granting access.

37.5 As soon as client becomes aware of a serious incident, or believes the AI application poses a risk under Article 79 of the AI Act, they immediately report this to the provider or supplier first, and only report to authorities if they can demonstrate the provider could not be reached within the reporting period.

37.6 Client may not use or integrate supplier's products and services into other AI applications without supplier's explicit written consent. Where consent is given and further arrangements are legally required, supplier may charge applicable rates; such arrangements will not affect IP rights, confidential business information and trade secrets.

37.7 Client ensures sufficient human supervision of the use of AI.

37.8 Client ensures an adequate level of AI literacy among their staff and others who use the AI application on their behalf.

37.9 Depending on how the AI application is made available, the other articles in this chapter or the following chapters may also apply.

Article 38 SaaS implementation

38.1 SaaS means: supplier making functionality available remotely via the internet or another network, without providing a physical carrier or download of the underlying software. This may include AI or parts thereof.

38.2 Supplier provides the SaaS on client's instructions. Client may use it solely for their own organisation and only as intended; client may not allow third parties to use the SaaS.

38.3 Supplier may modify the content or scope of the SaaS. If substantive changes affect client's current procedures, supplier informs client as soon as possible and the costs are at client's expense. If those costs are considerable, client may terminate as of the modification's effective date, unless the modification relates to legislation or authority instructions, or is at supplier's expense.

38.4 Supplier may provide the SaaS using a new or modified version of the underlying software, and is not obliged to maintain, modify or add particular features specifically for client.

38.5 Supplier may temporarily take the SaaS out of service for maintenance or other service, keeping downtime as short as possible and preferably at low-usage times.

38.6 Supplier is not obliged to provide a physical carrier or download of the underlying software.

38.7 Absent further arrangements, client is responsible for designing, configuring, parameterising and tuning the SaaS, converting and uploading data, making backups, and adjusting and updating the infrastructure and environment used.

Article 39 Guarantees

39.1 Supplier does not guarantee the SaaS is free of errors or works without malfunctions. Supplier makes every effort to repair errors in underlying software they developed within a reasonable period, provided client gives a detailed written description. Supplier may postpone repairs to a new version and may install temporary solutions, bypasses or problem-avoiding restrictions. Supplier does not guarantee repair of errors in software they did not develop. Where SaaS was developed on client's instructions, supplier may charge for repairs. Supplier is not obliged to repair other imperfections, and may charge a separate fee if they choose to.

39.2 Based on supplier's information about measures to prevent and restrict the effects of malfunctions, errors, corruption or loss of data, client identifies and lists the risks to their organisation and takes additional measures where necessary.

39.3 If client has high dependency and continuity risks, supplier is prepared, at client's request, to cooperate reasonably with further measures (e.g. periodic or real-time return of data), subject to conditions set by supplier. Such additional services are not automatically part of the service.

39.4 Supplier is not obliged to restore corrupted or lost data other than by restoring the last available backup where possible. Without agreed data segmentation, a client-specific backup may not be restorable.

Article 40 Start of the service; payment

40.1 The SaaS (and, where relevant, support) starts within a reasonable period after the agreement. Unless agreed otherwise, it starts by supplier providing the means to access the SaaS. Client ensures they have the facilities required to use the SaaS immediately.

40.2 The fee is included in the agreement. Absent a payment scheme, all sums are due in advance, per calendar month.

Article 41 Additional stipulations

41.1 Articles 42.3, 42.5, 42.8, 44.1 (excluding the reference to art. 48), 44.11, 56.4, 57.1, 57.2, 70.2 and 70.4 equally apply to the SaaS. In these articles "software" should be read as "SaaS" and "delivery" as "start of the service".

Article 42 Right to use and restrictions on use

42.1 Supplier makes the software available on the basis of a user licence for the term of the agreement. The right to use is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.

42.2 Supplier's obligation to make the software available extends only to the object code. Client's right does not pertain to the source code. The source code and the technical documentation drafted during development are not made available, even for compensation.

42.3 Client always strictly complies with the agreed restrictions on use, regardless of their nature or content.

42.4 If the software may be used only with particular hardware and that hardware malfunctions, client may use the software on other hardware with the same qualifications while the original hardware remains defective.

42.5 Supplier may require that client only starts using the software after receiving the necessary codes from supplier, supplier's supplier or the producer.

42.6 Client may use the software only in and for its own organisation and only as intended. Client shall not use the software for the benefit of third parties, e.g. as SaaS or outsourcing.

42.7 Client may not sell, lease, alienate, grant limited rights to, or make the software available to third parties in any way, nor grant a third party access or place the software with a third party for hosting, even if that third party uses it exclusively in client's interest.

42.8 On request, client promptly renders assistance in any investigation into compliance with the agreed restrictions, and grants supplier access to their buildings and systems. Insofar as information does not concern the use of the software itself, supplier observes confidentiality regarding client's confidential business information.

42.9 The agreement is not seen as a purchase agreement where it relates to making software available for use.

42.10 Supplier is not obliged to maintain the software or provide support. If asked to, supplier may require a separate written agreement.

Article 43 Delivery and installation

43.1 At their discretion, supplier delivers the software on the agreed data carrier (or one determined by supplier) or makes it available online.

43.2 Supplier installs the software at client's premises only if agreed. Otherwise client is responsible for installing, designing, configuring, parameterising, tuning, converting and uploading data, making backups, and adjusting and updating the hardware and environment, and effecting the interoperability desired.

Article 44 Acceptance

44.1 Absent an agreed acceptance test, client accepts the software "as is, where is" (with all visible and invisible errors and defects) without prejudice to the guarantee under Article 48. The software is then deemed accepted upon delivery or, if installation by supplier was agreed, upon completion of installation.

44.2 If an acceptance test is agreed, Articles 44.3–44.10 apply.

44.3 "Error" means a substantial failure of the software to meet the functional or technical specifications explicitly made known by supplier in writing (and, for customised software, explicitly agreed in writing). An error exists only if client can demonstrate it and it is reproducible. Client must report errors without delay. Supplier has no obligation regarding other imperfections.

44.4 The test period is fourteen days following delivery (or completion of installation). During the test period client may not use the software for production. Client performs the test with qualified personnel, adequately and in sufficient detail.

44.5 Client checks whether the software meets the specifications explicitly made known by supplier in writing (and, for customised software, explicitly agreed).

44.6 If testing uses personal data, client ensures this is allowed.

44.7 If the test reveals errors, client reports the results in writing, well-ordered and detailed, no later than the last day of the test period. Supplier endeavours to repair within a reasonable period and may install temporary solutions, bypasses or restrictions.

44.8 The software is accepted: (a) on the first day after the test period; or (b) if a test report is received before the end of the test period, when the listed errors are repaired (minor errors under 44.9 excepted); or (c) when client uses it for production or operational purposes.

44.9 Client may not refuse acceptance for reasons unrelated to the explicitly agreed specifications, nor because of minor errors that do not prevent reasonable productive use (without prejudice to supplier's obligation to repair them under Article 48), nor for subjectively assessable aspects such as aesthetics.

44.10 Where delivered in phases/parts, non-acceptance of one phase/part is without prejudice to acceptance of another.

44.11 Acceptance discharges supplier of their obligations regarding making available, delivering and, where agreed, installing the software.

44.12 Acceptance is without prejudice to client's rights under Article 44.9 (minor errors) and Article 48 (guarantees).

Article 45 Making the software available

45.1 Supplier makes the software available within a reasonable period after the agreement.

45.2 Immediately after the agreement ends, client returns all copies in its possession. If destruction was agreed, client promptly confirms destruction in writing. On or after the end, supplier is not obliged to render assistance in any data conversion.

Article 46 Payment for the right to use the software

46.1 Client pays the sum due at the agreed times or, absent agreement: (a) without installation by supplier: upon provision of the software, or, for periodic payments, upon provision and at the start of each new term; (b) with installation by supplier: upon completion of installation, or, for periodic payments, upon completion and at the start of each new term.

Article 47 Modifications to the software

47.1 Except where mandatory law provides otherwise, client may not modify the software without supplier's prior written consent. Supplier may refuse consent or attach conditions. Client bears the entire risk of all modifications they or third parties on their instructions implement.

Article 48 Guarantees

48.1 Supplier makes reasonable efforts to repair errors (Article 44.3) within a reasonable period if reported in detail and in writing within three months after delivery (or acceptance). Supplier does not guarantee the software is suitable for the actual or intended use, works without malfunctions, or that all errors are repaired. Repairs are free unless the software was developed on client's instructions other than for a fixed price, in which case supplier may charge applicable rates.

48.2 Supplier may charge for repairs required due to usage errors, improper use, or causes not attributable to supplier. The obligation to repair ends if client modifies the software without supplier's written consent.

48.3 Errors are repaired at a location and in a manner determined by supplier, who may install temporary solutions, bypasses or restrictions.

48.4 Supplier is not obliged to recover data other than by restoring the last available backup where possible. Without agreed segmentation, a client-specific backup may not be restorable.

48.5 Supplier has no obligation regarding errors reported after the guarantee period in Article 48.1.

Article 49 Specifications and development

49.1 Development always takes place under an agreement for services. Absent specifications or a design, parties specify in writing the software/website to be developed and how development takes place.

49.2 Supplier develops with due care and in accordance with the explicitly agreed specifications or design, with due regard for agreed project organisation, methods and procedures. Supplier may require client's written approval of the specifications or design before starting.

49.3 Absent specific arrangements, work starts within a reasonable period, to be determined by supplier, after the agreement.

49.4 At request, client gives supplier the opportunity to work at client's premises outside usual working days and hours.

49.5 Website development includes a content management system only if explicitly agreed in writing.

49.6 If supplier also provides training, hosting, maintenance, support and/or applies for a domain name, supplier may require a separate written agreement and charge separately at applicable rates.

49.7 For domain name services, client follows the rules of the relevant authority. Supplier is not responsible for the correctness or promptness of the services or for achieving intended results, may charge all costs at agreed (or applicable) rates, and does not guarantee that a desired domain name will be assigned.

Article 50 Agile development

50.1 With an iterative method (e.g. scrum), parties accept that activities do not start on fully detailed specifications and that earlier specifications may be adapted during the term in mutual consultation.

50.2 Parties form teams of representatives of both, ensure short communication lines and regular consultation, and provide the agreed capacity (FTEs) with the required knowledge and decision-making powers, which is a minimum requirement. Parties endeavour to keep key staff available until the end. Client accepts the risk that the software/website may not meet all specifications, ensures permanent and active input by relevant end users, and guarantees expeditiousness in progress decisions. If client fails to make prompt decisions, supplier is entitled (but not obliged) to make the decisions it considers appropriate.

50.3 Any agreed test takes place only on objective, measurable, previously agreed criteria. Errors are repaired only if the responsible team decides so, in a later iteration; an extra iteration is at client's expense at applicable rates. After the last development phase, supplier is not obliged to repair errors or imperfections unless explicitly agreed.

Article 51 Delivery, installation and acceptance

51.1 Article 43 (delivery and installation) applies mutatis mutandis.

51.2 Unless supplier is obliged to host the software/website on their own system, supplier delivers it on a data carrier (in a form determined by supplier) or makes it available online.

51.3 Article 44 (acceptance) applies mutatis mutandis.

51.4 With an agile method (Article 50), Articles 44.1, 44.2, 44.4–44.9, 44.12, 48.1 and 48.5 do not apply. Client accepts the software/website "as is, where is" at the moment the last development phase ends.

Article 52 Right to use

52.1 Supplier makes the developed software/website, with user documentation, available for use.

52.2 The source code and technical documentation are made available only if agreed in writing, in which case client may modify the software.

52.3 Supplier is not obliged to make available the auxiliary software and program or data libraries required for use and/or maintenance.

52.4 Article 42 (right to use and restrictions) applies mutatis mutandis.

Article 53 Payment

53.1 Absent a payment scheme, all sums for development become due retroactively, per calendar month.

53.2 Absent further arrangements, client also obtains the right to use the software/website.

53.3 Supplier may charge applicable rates for statutory security updates.

53.4 Client is responsible for auxiliary software and libraries, any installation, adjustments and/or maintenance, and support for users.

Article 54 Guarantees

54.1 Article 48 (guarantees) applies mutatis mutandis.

54.2 Supplier does not guarantee that the developed software/website functions properly on all new versions of web browsers or other software, or on all types of hardware.

Article 55 Maintenance services

55.1 If agreed, supplier performs maintenance for the specified software. Maintenance includes repairing errors (Article 44.3) and, only if agreed in writing, making new versions available (Article 56).

55.2 Client reports errors as detailed as possible. Supplier endeavours to repair and/or implement corrections in future versions per their usual procedures, and makes results available in a manner and period determined by supplier, and may install temporary solutions, bypasses or restrictions. Client themselves installs, configures, parameterises and tunes the corrected software, converts and uploads data, makes backups and keeps the environment updated. Supplier is not obliged to repair other imperfections and may charge a fee if they choose to.

55.3 Articles 48.3 and 48.4 apply mutatis mutandis.

55.4 For online maintenance, client provides in due time a properly secured infrastructure and network facilities.

55.5 Client renders every assistance required, including temporarily stopping use and making a backup of all data.

55.6 Where maintenance concerns software not delivered by supplier, if supplier deems it necessary, client makes the source code and technical/other documentation available and guarantees they are entitled to do so, granting supplier the right to use and modify the software to perform the maintenance.

Article 56 New versions of the software

56.1 Maintenance includes new versions only where agreed in writing or mandated by law; supplier makes such versions available at their discretion.

56.2 Three months after making an enhanced version available, supplier is no longer obliged to repair errors in, or support/maintain, the previous version, unless law mandates otherwise.

56.3 Supplier may require an additional written agreement and further payment for a version with new functionality. Supplier does not guarantee that each new version includes the same functionality, and is not obliged to maintain, modify or add particular features especially for client.

56.4 Supplier may require client to modify their system (hardware, browser, software) if necessary for the proper functioning of a new version.

Article 57 Support services

57.1 Where support is included, supplier advises (absent other written arrangements, online, by telephone or by email) on the use and functioning of the specified software. Before a request, client consults the documentation. Client specifies requests as comprehensively as possible. Supplier may set conditions on how support is requested and on eligible persons. Supplier deals with substantiated requests within a reasonable period per their usual procedures, does not guarantee the correctness, completeness or timeliness of responses, and provides support on working days during usual business hours.

57.2 Where standby services are agreed, supplier ensures employees are available on the specified days and times. In urgent cases client may call in standby employees for serious errors, malfunctions and imperfections. Supplier does not guarantee prompt repair.

57.3 The maintenance and other agreed services start from the date parties enter into the agreement, unless agreed otherwise in writing.

Article 58 Payment

58.1 Absent an explicit payment scheme, all sums for maintenance and other services become due in advance, per calendar month.

58.2 Sums are payable when parties enter into the agreement. Payment is always due, regardless of whether client has taken the software into use or actually uses the maintenance or support services.

Article 59 Performance of advisory services

59.1 Supplier performs advisory services fully independently, at their own discretion and without client's supervision, which does not involve the provision of labour (Chapter 11).

59.2 Supplier does not commit to a completion time, as this depends on factors such as the quality of client's data and information and the assistance rendered.

59.3 Supplier performs services only on supplier's usual working days and hours.

59.4 Client's use of any advisory report is at client's risk. The burden of proof is on client to show that the services do not comply with the written agreement or with what may be expected of a competent supplier acting reasonably, without prejudice to supplier's right to provide evidence to the contrary.

59.5 Without supplier's prior written consent, client may not inform third parties about supplier's methods or the content of recommendations or reports, nor make them public.

Article 60 Reporting

60.1 Supplier periodically informs client, in the agreed manner, about the performance of the services. Client informs supplier in advance and in writing about circumstances of importance (e.g. reporting manner, issues, prioritisation, availability of resources and staff, and special facts). Client ensures supplier's information is distributed and taken notice of within client's organisation, assesses it, and informs supplier.

Article 61 Payment

61.1 Absent an explicit payment scheme, all sums for advisory services become due retroactively, per calendar month.

Article 62 Provision of labour force

62.1 Supplier makes the specified workers available to perform activities under client's responsibility, direction and supervision. The results are at client's risk. Unless agreed otherwise, the worker is made available for forty hours a week, during supplier's usual working days.

62.2 Client timely informs supplier about an intended temporary or permanent closure.

62.3 Client may deploy the worker for other activities only with supplier's prior written agreement.

62.4 Client may second the worker to a third party or let them work under a third party's direction only with supplier's explicit written agreement.

62.5 Supplier endeavours to keep the worker available during the agreed days, except in case of incapacity or if the employee leaves supplier's employment. Supplier is always entitled, after consultation, to replace the worker by persons with the same or similar qualifications.

62.6 Client may request replacement (i) if the worker demonstrably fails to meet the explicitly agreed quality requirements and client informs supplier with reasons within three working days of start, or (ii) in case of prolonged incapacity or if the employee leaves. Supplier complies as soon as possible and as a priority but does not guarantee replacement. If replacement is impossible or not prompt, client's rights to further performance and all claims from non-performance lapse; client's payment obligations for activities already performed continue in full.

Article 63 Duration of the agreement to provide labour force

63.1 Notwithstanding Article 4, absent agreement on duration, the agreement is for an indefinite period, with a notice period of one calendar month, terminated by written notice.

Article 64 Applicable laws and regulations

64.1 Client complies with all laws and regulations applicable to hiring the worker(s) and gives supplier every opportunity to comply with their legal obligations regarding the provision of labour, including on changes in the law.

Article 65 Overtime pay, rates, costs and travel time

65.1 If, on client's instructions, the worker works more hours or on other days than usual, supplier charges these at the agreed (or usual) overtime rate.

65.2 Supplier may charge rates, costs and travel time monthly, retroactively, in accordance with supplier's applicable rules and standards.

Article 66 Fiscality and other liability

66.1 Supplier, insofar as due, ensures payroll tax and social insurance contributions are paid, and indemnifies client against related claims of the Tax Administration or social insurance authorities, provided client promptly informs supplier and leaves settlement to supplier, granting the required powers of attorney and assistance.

66.2 Supplier does not accept liability for the quality of the results performed under client's supervision and instructions.

66.3 Client complies with all necessary safety requirements, takes measures and gives instructions to prevent the worker from suffering damage, takes out adequate liability insurance and provides proof at supplier's request.

Article 67 Registration and cancellation

67.1 Registration must be in writing and is binding after supplier's confirmation.

67.2 Client is responsible for the choice and suitability of the training. Lack of required prior knowledge does not affect client's obligations. A participant may be replaced with supplier's written consent.

67.3 If registrations warrant, supplier may cancel, combine or reschedule the training, modify its location, and modify it organisationally and in content.

67.4 Cancellation is governed by supplier's applicable rules, must be in writing and prior to the training. Cancellation or non-attendance does not affect client's payment obligations.

Article 68 Implementation of training courses

68.1 Client accepts that supplier determines the content and scope.

68.2 Client informs participants about the obligations and rules and ensures compliance.

68.3 If supplier uses their own hardware or software, they do not guarantee it is free of errors. At client's premises, client ensures an appropriate classroom and properly operating hardware and software; if facilities are inadequate, supplier may decline to start, shorten or stop the training.

68.4 By default, the agreement does not include administering an exam or test.

68.5 Supplier charges separately for documentation, training materials and certificates (or duplicates).

68.6 For e-learning, Chapter 6 applies mutatis mutandis as much as possible.

Article 69 Price and payment

69.1 Supplier may require payment before the start and may exclude participants if client fails to pay in time, without prejudice to other rights.

69.2 If supplier carried out a preliminary study or gave recommendations, they may charge the costs separately.

69.3 Unless supplier indicated VAT exemption (Article 11 of the Dutch Turnover Tax Act 1968), VAT is payable. Supplier may adjust prices in the event of changes in the VAT regime for training courses.

Article 70 Hosting services

70.1 Supplier performs the agreed hosting services.

70.2 Where the object is infrastructure or storage space, client may not exceed the agreed limits unless the agreement provides for the consequences. Dedicated hardware applies only if explicitly agreed. All use is restricted to the agreed maximums; unused capacity may not be transferred to a later period. If limits are exceeded, supplier may charge additional compensation at applicable rates.

70.3 Client is responsible for management, including checks of settings and use, and (absent specific arrangements) for installing, organising, parameterising and tuning the required software, converting and uploading data, making backups, and keeping the environment updated and effecting interoperability. Supplier is not obliged to perform data conversion.

70.4 Additional services (backups, security, redundancy, recovery) are part of the agreement only if explicitly agreed in writing.

70.5 Supplier may temporarily take the hosting service out of operation for maintenance or adjustment, where possible outside office hours and with reasonable notice.

70.6 For domain name services, Article 49.7 applies mutatis mutandis.

Article 71 Reporting potentially illegal or unlawful content to hosting providers

71.1 In addition to Article 21, this article applies to reporting potentially illegal or unlawful content where supplier provides hosting services.

71.2 Anyone who believes illegal or unlawful content is available via the hosting service can report it electronically via supplier's standard channels. A report must contain: (a) a sufficiently accurate and reasoned statement of why the content is illegal or unlawful; (b) a clear indication of the exact electronic location (e.g. URL); (c) the name and email of the reporter (except where the content reasonably relates to child sexual abuse); and (d) a statement that the report is accurate, true and complete.

71.3 If a report meets these requirements, supplier may process it.

71.4 Even if it does not, supplier may take appropriate measures, including erasing or blocking the content, restricting access, or suspending or terminating their services, and may inform directly involved clients.

71.5 Supplier is not liable for any damage resulting from the measures or obligations in this chapter.

Article 72 Complaints procedure for online platforms

72.1 In addition to Articles 21 and 71, this article applies where supplier offers an online platform and is not a micro or small enterprise under the DSA.

72.2 A complainant may, within six months of becoming aware of a decision by supplier, submit a complaint via supplier's complaint handling system. Supplier handles it carefully and within a reasonable period.

72.3 Supplier may, after prior warning, suspend handling reports or complaints from complainants who regularly submit manifestly unfounded ones, for a reasonable period.

72.4 After the complaints procedure, complainant may appeal to a certified extrajudicial dispute resolution body.

Article 73 Purchase and sale

73.1 Supplier sells the hardware and/or goods according to the nature and number agreed in writing.

73.2 Supplier does not guarantee suitability for client's actual or intended use unless client clearly specified the intended purposes, without caveats, in the written agreement.

73.3 By default, supplier's obligation to sell does not include assembly and installation of materials, software, consumer goods, batteries, stamps, ink and cartridges, toner, cables and accessories.

73.4 Supplier does not guarantee that the assembly, installation and operating instructions are free of errors or that the goods have the features stated in them.

Article 74 Delivery

74.1 Supplier delivers ex warehouse, or, if agreed in writing, at a location designated by client, informing client where possible of the intended delivery time.

74.2 Supplier may charge costs of transportation, insurance, hauling, hoisting and temporary facilities; these are included in the purchase price only if explicitly agreed.

74.3 On request, or where legally obliged, supplier may remove or destroy old materials on the basis of a written order and may charge applicable rates insofar as permitted by law.

74.4 If agreed in writing, supplier is responsible for installing, configuring and connecting the hardware; by default this excludes data conversion and software installation, and supplier is not responsible for obtaining licences.

74.5 Supplier may perform the agreement in partial deliveries.

Article 75 Test setup

75.1 Supplier sets up a test environment only if agreed in writing, and may attach financial and other conditions. A test setup involves making the standard version temporarily available on approval, excluding accessories, in a space made available by client, prior to a final purchase decision. Client is liable for use of, damage to, and theft or loss of the test hardware.

Article 76 Requirements to hardware environment

76.1 Client ensures an environment that meets supplier's specified requirements (temperature, humidity, technical requirements).

76.2 Client ensures that third-party activities regarding environment requirements (e.g. constructional work) are performed adequately and on time.

Article 77 Guarantees

77.1 Supplier endeavours to repair material and manufacturing defects (and defects in parts delivered under guarantee) within a reasonable period and free of charge if reported in detail within three months of delivery. If repair is not possible, would take too long, or entails disproportionate costs, supplier may replace with similar (not necessarily identical) goods free of charge. The guarantee excludes data conversion. Replaced parts become supplier's property. The guarantee lapses where defects are caused by incorrect, careless or incompetent use, external circumstances (e.g. fire or water damage), or unauthorised modification (consent not withheld unreasonably).

77.2 Client cannot file claims regarding non-conformity other than those in Article 77.1.

77.3 Supplier may charge for activities and repairs outside the guarantee at applicable rates.

77.4 Supplier has no obligation regarding defects reported after the Article 77.1 period.

Article 78 Leasing

78.1 Supplier leases the specified hardware and relevant user documentation to client.

78.2 The lease does not include separate software or consumer goods required to use the hardware (batteries, ink and cartridges, toner, cables, accessories).

78.3 The lease starts on the date supplier makes the hardware available.

Article 79 Prior inspection

79.1 Supplier may draft a report, in client's presence, describing the state of the hardware and any defects, and may require client's signature before making it available. Listed defects are at supplier's account; parties arrange whether and how they are repaired.

79.2 If client does not properly cooperate, supplier may perform the inspection without client present and draft a binding report.

79.3 If no prior inspection is carried out, client is deemed to have received the hardware in a proper and undamaged state.

Article 80 Use of the hardware

80.1 Client uses the hardware only for its intended purpose and at the agreed premises, for its own organisation. Use by or for third parties is not allowed; the right of use is non-transferable; client may not lease or otherwise let a third party use it.

80.2 Client is responsible for installing and assembling the hardware and making it ready for use.

80.3 Client may not use the hardware as security or collateral, or otherwise dispose of it.

80.4 Client uses and maintains the hardware with due care and takes adequate measures to prevent damage. Client promptly reports damage and, for the lease term, is always liable to supplier for damage, theft, loss or misappropriation; it is client's responsibility to insure this risk.

80.5 Client may not modify or add to the hardware; any modifications or additions must be undone no later than at the end of the lease.

80.6 Defects in modifications or additions made by or for client, and defects caused by them, are not defects within Article 7:204 of the Netherlands Civil Code; client cannot claim against supplier for such defects and supplier is not obliged to repair or maintain them.

80.7 Client is not entitled to compensation for modifications or additions they do not undo or remove.

80.8 Client promptly informs supplier in writing of any attachment, stating the attaching party and reason, and allows the bailiff to inspect the lease agreement.

Article 81 Maintenance of the leased hardware

81.1 Client may not maintain the leased hardware themselves or have it maintained by a third party.

81.2 Client immediately reports defects in writing. Supplier endeavours, within a reasonable period, to repair defects at supplier's account by corrective maintenance, and may (but need not) perform preventive maintenance. Parties agree the timing in advance. Client is not entitled to replacement hardware during maintenance.

81.3 Supplier's repair obligation excludes defects: (a) accepted by client at the start; (b) caused by external circumstances; (c) attributable to client, their staff or third parties; (d) caused by careless, incorrect or incompetent use or use contrary to the documentation; (e) related to unauthorised parts or consumables; (f) caused by use contrary to purpose; or (g) caused by unauthorised modifications or additions.

81.4 Where supplier repairs such excluded defects, they may charge the costs at applicable rates.

81.5 Supplier is always entitled to replace the hardware with similar (not necessarily identical) hardware instead of repairing.

81.6 Supplier is not obliged to recover lost data other than by restoring the last available backup where possible; without agreed segmentation a client-specific backup may not be restorable.

Article 82 Final inspection and return of hardware

82.1 At the end of the lease, client returns the hardware in its original state and pays any transportation costs.

82.2 Client cooperates in a joint final inspection; parties draft and sign a report. If client does not cooperate, supplier may inspect without client present and draft a binding report.

82.3 Supplier may have defects that are reasonably at client's risk repaired at client's expense. Client is liable for loss because the hardware is temporarily out of operation or cannot be leased to a third party.

82.4 If, at the end, client has not undone a modification or removed an addition, client is deemed to have waived all rights to those modifications and additions.

Article 83 Maintenance services

83.1 Supplier performs maintenance for the specified hardware, provided it is located in the Netherlands. During maintenance, client is not entitled to replacement hardware.

83.2 Arrangements about maintenance and service levels are laid down in writing. Absent a written agreement, supplier endeavours to repair malfunctions reported in writing within a reasonable period, and may (but need not) perform preventive maintenance.

83.3 "Malfunction" means non-compliance of the hardware with the specifications explicitly made known by supplier in writing. Client must be able to demonstrate and reproduce the malfunction.

83.4 On a malfunction, client immediately informs supplier with a clear description, renders the assistance requested (e.g. temporarily stopping use), ensures access to the hardware's location, and makes the hardware available.

83.5 Client ensures a complete, properly functioning backup of all software and data before making the hardware available.

83.6 At supplier's request, an expert employee of client is present during maintenance.

83.7 Client may connect hardware and systems not delivered by supplier and install software on it.

83.8 If supplier deems it necessary to test connections with other hardware or software, client makes that other hardware, software, test procedures and data carriers available.

83.9 Client must deliver testing material required for maintenance that is not in supplier's normal range.

83.10 Client is responsible for loss, theft or damage while supplier has the hardware in their possession; client may insure this risk.

Article 84 Maintenance fees

84.1 The maintenance fee includes the following only if explicitly agreed: (a) consumables and their replacement (batteries, stamps, ink and cartridges, toner, cables, accessories); (b) parts and their replacement, and maintenance for malfunctions caused by repair attempts by others; (c) overhaul; (d) adjustments to the hardware; (e) moving, relocating or reinstalling hardware, or transportation for repair.

84.2 Supplier may charge a maintenance fee even if client has not put the hardware to use or does not use the maintenance option.

Article 85 Exclusions

85.1 Investigating or repairing malfunctions caused by operating errors, incorrect use, or external circumstances (e.g. internet, networks, power, or connections to items not covered) falls outside supplier's obligations.

85.2 Unless agreed otherwise, maintenance does not cover malfunctions related to: (a) a modification not implemented by or for supplier; (b) use in breach of arrangements or failure to have maintenance performed on time; or (c) software installed on the hardware.

85.3 Supplier may charge for maintenance and investigations under 85.1 and 85.2 at applicable rates.

85.4 Supplier is not obliged to recover corrupted or lost data other than by restoring the most recent backup where possible; without agreed segmentation a client-specific backup may not be restorable.