General terms and conditions Custom Software Development Group BV / Dawn Technology

1 General provisions

1 Applicability General Terms and Conditions

1.1 These General Terms and Conditions apply to all offers and agreements in which Custom Software Development Group BV (and/or one of its subsidiaries MyBit Services BV, MyBit BV, MyBit Solutions BV, MyBit Projects BV, Poort80 Beverwijk BV, Poort80 BV, Poort80 Hosting Services BV, Gate51, Egeniq BV, Dockbite BV, Ibuildings BV) (hereinafter referred to as: Supplier) provides goods and/or services of any kind and under any name to the customer.

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

1.3 The applicability of the customer's purchasing or other terms and conditions is expressly rejected.

1.4 If and to the extent that the supplier provides products or services from third parties to the customer or grants access thereto, the (license or sale) terms and conditions of those third parties apply with regard to those products or services in the relationship between supplier and customer, notwithstanding any deviating provisions in these general terms and conditions, provided that the applicability of the (license or sale) terms and conditions of those third parties has been communicated by the supplier to the customer and a reasonable opportunity has been provided to acquaint oneself with those terms and conditions. Contrary to the foregoing sentence, the customer shall not be entitled to invoke any failure by the supplier to comply with the aforementioned obligation if the customer is a party as referred to in Article 6:235 paragraph 1 or paragraph 3 of the Dutch Civil Code.

1.5 If and to the extent that the intended terms and conditions of third parties do not appear to apply or are declared inapplicable for any reason whatsoever in the relationship between customer and supplier, these general terms and conditions shall apply without reservation

1.6 If any provision of these general terms and conditions is void or annulled, the other provisions of these general terms and conditions shall remain in full force. In that case, the supplier and the customer shall consult with each other with the aim of agreeing on new provisions with the same intent as far as possible to replace the void or annulled provisions.

1.7 Without prejudice to the provisions of Article 1.4, in case of contradiction between agreements made between the parties, what is determined in these general terms and conditions shall apply, unless the parties have expressly deviated therefrom in writing and with reference to these conditions. In case of contradiction between provisions of chapters of these terms and conditions, what is determined in an earlier chapter shall apply, unless expressly deviated therefrom.

2 Offers

2.1 All offers and other expressions by the supplier are non-binding, unless otherwise indicated by the supplier in writing. The customer is responsible for the accuracy and completeness of the data provided by or on behalf of him to the supplier on which the supplier's offer is based, except for obvious typographical errors.

3 Price and Payment

3.1 All prices are exclusive of value added tax (VAT) and other government-imposed levies specific to products or services. All prices communicated by the supplier are in euros, and the customer is required to pay in euros.

3.2 The customer cannot derive any rights or expectations from a cost estimate or budget provided by the supplier, unless otherwise agreed upon in writing by the parties. A budget communicated by the customer only applies as an agreed (fixed) price between the parties if expressly agreed upon in writing.

3.3 If the customer, according to the agreement, consists of multiple natural persons and/or legal entities, each of those (legal) persons is jointly and severally liable to the supplier for the performance of the agreement.

3.4 Regarding the services provided by the supplier and the amounts payable by the customer for these services, the data from the supplier's administration constitutes full proof, without prejudice to the customer's right to provide counter-evidence.

3.5 In the case of a periodic payment obligation of the customer, the supplier may adjust prices and rates, in writing and in accordance with the index or other benchmark included in the agreement, at the specified intervals in the agreement. If the agreement does not explicitly provide for the possibility of adjusting prices or rates, the supplier may use the relevant CPI indices with a minimum of 2.5%.

3.6 The parties specify in the agreement the date(s) on which the supplier invoices the customer for the agreed- upon services. Amounts due are paid by the customer according to the agreed-upon or invoice-stated payment terms. The customer is not entitled to suspend any payment or to set off any amounts due.

3.7 If the customer fails to pay the amounts due or fails to do so in a timely manner, the customer, without the need for a reminder or notice of default, owes statutory interest for commercial transactions on the outstanding amount. If the customer remains negligent in fulfilling the claim after a reminder or notice of default, the supplier may assign the claim for collection, and the customer, in addition to the total amount then due, is also liable for reimbursement of all reasonable judicial and extrajudicial costs, including all costs incurred by external experts.

4 Duration of the Agreement

4.1 If and to the extent that the agreement between the parties is a continuous performance agreement, the agreement is concluded for the agreed duration, failing which a duration of two years applies.

4.2 The duration of a fixed-term agreement is tacitly extended for the duration of the originally agreed period, unless the customer or supplier terminates the agreement in writing with a notice period of three months before the end of the respective period.

5 Confidentiality

5.1 Customer and supplier ensure that all data received from the other party, which is known or reasonably should be known to be of a confidential nature, remain confidential. This prohibition does not apply if and to the extent that disclosure of the relevant data to a third party is necessary pursuant to a court order, a legal provision, on the basis of a legal order from a government agency, or for the proper execution of the agreement. The party receiving confidential data shall only use it for the purpose for which it was provided. Data shall be considered confidential if one of the parties has designated it as such.

5.2 Customer acknowledges that the software provided by or through the supplier is always of a confidential nature and contains trade secrets of the supplier, its suppliers, or the producer of the software.

6 Privacy and Data Processing

6.1 If, in the opinion of the supplier, this is relevant for the performance of the agreement, the customer shall, upon request, inform the supplier in writing of how the customer complies with its obligations under the legislation on the protection of personal data.

6.2 Customer indemnifies supplier against claims from individuals whose personal data are or will be processed for which the customer is responsible under the law, unless the customer proves that the facts underlying the claim are attributable to the supplier.

6.3 The responsibility for the data processed by customer using a service provided by supplier lies with the customer. Customer guarantees to supplier that the content, use, and/or processing of the data are not unlawful and do not infringe any rights of a third party. Customer indemnifies supplier against any claim by a third party, regardless of the legal basis, in connection with this data or the performance of the agreement.

6.4 If, at the request or lawful order of a government agency or in connection with a legal obligation, supplier performs activities related to customer's data, its employees, or users, all associated costs may be charged to the customer.

6.5 If supplier, acting as a processor as referred to in the legislation on the protection of personal data, provides services to customer, Chapter 2 'Standard Clauses for Processing' shall also apply.

7 Security

7.1 If supplier is obliged under the agreement to provide a form of information security, that security shall comply with the security specifications agreed upon in writing between the parties. Supplier does not guarantee that the information security will be effective under all circumstances. If an explicitly described method of security is missing from the agreement, the security shall meet a level that, given the state of the art, the implementation costs, the nature, scope, and context of the information to be secured known to supplier, the purposes and normal use of its products and services, and the likelihood and severity of foreseeable risks, is not unreasonable.

7.2 The access or identification codes, certificates, or other security means provided by or on behalf of supplier to customer are confidential and shall be treated as such by customer and shall only be disclosed to authorized personnel from customer's own organization. Supplier is entitled to change assigned access or identification codes and certificates. Customer is responsible for managing authorizations and providing and timely revoking access and identification codes.

7.3 If the security or testing thereof concerns software, equipment, or infrastructure not supplied to customer by supplier itself, customer shall ensure that all necessary licenses or approvals have been obtained to perform the intended service. Supplier is not liable for damages arising from the execution of this service. Customer indemnifies supplier against any claim, regardless of the legal basis, in connection with the execution of this service.

7.4 Supplier is entitled to adjust security measures from time to time if necessary due to changing circumstances.

7.5 Customer shall adequately secure its systems and infrastructure and keep them adequately secured. Supplier may provide instructions to customer regarding security aimed at preventing or minimizing incidents or the consequences of incidents that may affect security. If customer fails to comply with such instructions from supplier or a relevant government agency in a timely manner, supplier shall not be liable, and customer indemnifies supplier for any damage that may arise as a result.

7.6 Supplier is always permitted to implement technical and organizational measures to protect equipment, data files, websites, provided software, software, or other works to which customer (directly or indirectly) has access, also in connection with an agreed limitation on the content or duration of the right to use these objects. Customer shall not remove or circumvent such technical measures.

8 Reservation of Ownership and Rights and Suspension

8.1 All goods (including intellectual property) delivered to customer remain the property of supplier until all amounts due from customer to supplier under the agreement between the parties have been fully paid to supplier. A customer acting as a reseller may sell and deliver all goods subject to supplier's reservation of ownership to the extent customary in the normal course of its business.

8.2 The proprietary consequences of the reservation of ownership of a good intended for export are governed by the law of the destination state if that law contains provisions more favorable to supplier.

8.3 Rights are granted or transferred to customer, as applicable, on the condition that customer has paid all amounts due under the agreement.

8.4 Supplier may retain or keep in its possession the data, documents, software, and/or data files received or produced under the agreement, despite an existing obligation to surrender or transfer, until customer has paid all amounts due to supplier.

9 Transfer of Risk

9.1 The risk of loss, theft, misappropriation, or damage to goods, data (including: usernames, codes, and passwords), documents, software, or data files produced for, delivered to, or used by customer in the context of the execution of the agreement passes to customer at the moment they are brought into the actual control of customer or a helper of customer.

10 Intellectual Property

10.1 Unless otherwise agreed, all intellectual property rights in the software, websites, data files, databases, equipment, training, testing and examination materials, or other materials developed under the agreement or made available to the customer shall exclusively belong to the supplier, its licensors, or its suppliers. Customer shall only obtain the rights of use explicitly granted by these general terms and conditions, the written agreement between the parties, and the mandatory provisions of the law. The right of use granted to the customer is non-exclusive, non-transferable, non-assignable, and non-sublicensable.

10.2 If the supplier is willing to commit to transferring intellectual property rights, such commitment can only be made in writing and explicitly. If the parties agree in writing that intellectual property rights regarding specifically developed software, websites, data files, equipment, know-how, or other works or materials shall be transferred to the customer, this shall not affect the right or possibility of the supplier to use and/or exploit the components, designs, algorithms, documentation, works, protocols, standards, and the like, underlying such development, without any limitation, for other purposes, either for itself or for third parties. The supplier also has the right to use and/or exploit without limitation the general principles, ideas, and programming languages used in or underlying any work for itself or for third parties. The transfer of intellectual property rights also does not affect the supplier's right to make developments for itself or a third party that are similar or derived from those made for the customer.

10.3 The transfer of intellectual property shall only occur when the relevant software iteration has been accepted by the customer (article 32) and after payment of all outstanding invoices (article 8). Customer shall not remove or modify any indications regarding the confidential nature or regarding copyrights, trademarks, trade names, or any other intellectual property rights from the software, websites, data files, equipment, or materials.

10.4 Supplier shall indemnify customer against any claim by a third party based on the assertion that software, websites, data files, equipment, or other materials developed by the supplier itself infringe on any intellectual property right of that third party, provided that customer promptly informs supplier in writing of the existence and content of the claim and leaves the handling of the matter, including any settlements, entirely to the supplier. To this end, customer shall provide the necessary authorizations, information, and cooperation to supplier to defend against such claims. This indemnification obligation shall expire if the alleged infringement is related to (i) works or materials provided by customer to supplier for use, processing, modification, or maintenance, or (ii) modifications made by customer or on behalf of customer to the software, websites, data files, equipment, or other works or materials without written permission from supplier. If it is irrevocably established by a court of law that software, websites, data files, equipment, or other materials developed by supplier itself infringe any intellectual property right belonging to a third party or if, in the opinion of supplier, there is a reasonable chance of such infringement occurring, supplier shall, if possible, ensure that customer can continue to use the delivered items, or functionally equivalent other software, websites, data files, equipment, or materials. Any other or further indemnification obligation of supplier due to infringement of a third party's intellectual property right is excluded.

10.5 Customer shall ensure that no third-party rights prevent the provision to supplier of equipment, software, material intended for websites, data files, and/or other materials, designs, and/or other works for the purpose of use, maintenance, processing, installation, or integration, including having the necessary licenses. Customer shall indemnify supplier against any claim by a third party based on the assertion that such provision, use, maintenance, processing, installation, or integration infringes any right of that third party.

10.6 Supplier is never obliged to perform data conversion unless expressly agreed upon in writing with the customer.

10.7 Supplier is entitled to use the customer's trademark, logo, or name in its external communications.

11 Service Execution

11.1 Supplier shall endeavor to perform services with due care, as appropriate in accordance with the agreements and procedures documented in writing with the customer. All services provided by the supplier are performed on a best effort basis, unless explicitly committed to a result by the supplier in the written agreement, and the specific result is sufficiently described in the agreement.

11.2 Supplier shall not be liable for damages or costs resulting from the use or misuse of access or identification codes, certificates, or other security measures, unless such misuse is a direct result of willful intent or gross negligence by the management of the supplier.

11.3 If the agreement is made with the intention of performance by a specific individual, the supplier is always entitled to replace this individual with one or more persons with the same and/or similar qualifications.

11.4 Supplier is not obliged to follow instructions from the customer in the execution of its services, especially if these instructions concern changes or additions to the content or scope of the agreed services. However, if such instructions are followed, the corresponding work shall be compensated according to the supplier's standard rates.

12 Information and Other Cooperation Obligations

12.1 Parties acknowledge that the success of activities in the field of information and communication technology depends on correct and timely mutual cooperation. The customer shall always provide timely all reasonable cooperation.

12.2 The customer is responsible for the accuracy and completeness of the data, information, designs, and specifications provided by or on behalf of the customer to the supplier. If the data, information, designs, or specifications provided by the customer contain apparent inaccuracies, the supplier shall inquire about them from the customer.

12.3 For continuity purposes, the customer shall designate a contact person or persons who shall act as such for the duration of the supplier's activities. Customer's contact persons shall have the necessary experience, specific subject matter knowledge, and insight into the objectives desired by the customer.

12.4 The customer bears the risk of selecting the items, goods, and/or services to be provided by the supplier. The customer shall always exercise utmost care to ensure that the requirements for the performance are correct and complete. Dimensions and data mentioned in drawings, images, catalogs, websites, quotations, advertising material, standardization sheets, etc., are not binding for the supplier unless explicitly stated otherwise by the supplier.

12.5 If the customer employs personnel and/or assistants in the execution of the agreement, such personnel and assistants shall possess the necessary knowledge and experience. In case employees of the supplier perform work at the customer's location, the customer shall provide, timely and free of charge, the necessary facilities, such as a workspace with computer and network facilities. The supplier shall not be liable for damages or costs due to transmission errors, malfunctions, or unavailability of these facilities, unless the customer proves that such damages or costs are the result of willful intent or gross negligence of the management of the supplier.

12.6 The workspace and facilities shall comply with all legal requirements. The customer indemnifies the supplier against claims from third parties, including employees of the supplier, who suffer damage in connection with the execution of the agreement, which is the result of actions or omissions of the customer or unsafe situations in its organization. Before commencing the work, the customer shall inform the employees deployed by the supplier of the applicable internal rules, information, and security regulations within its organizatio

12.7 The customer is responsible for the management, including control of the settings, the use of the products and/or services provided by the supplier, and the way in which the results of the products and services are utilized. The customer is also responsible for instructing and using by users.

12.8 The customer shall ensure the necessary equipment, infrastructure, and supporting software and install, configure, parameterize, tune, and if necessary, adapt the equipment, other supporting software, and environment used by the customer and ensure the desired interoperability.

13 Project and Steering Committees

13.1 When both parties participate with one or more of their appointed employees in a project or steering committee, the provision of information shall occur in the manner agreed upon for the project or steering committee.

13.2 Decisions made in a project or steering committee in which both parties participate shall only bind the supplier if the decision-making process conforms to what has been agreed upon in writing between the parties or, in the absence of written agreements thereon, if the supplier has accepted the decisions in writing. The supplier is never obliged to accept or execute a decision if, in its opinion, it is incompatible with the content and/or proper execution of the agreement.

13.3 The customer ensures that the individuals designated by them to be part of a project or steering committee are authorized to make binding decisions for the customer.

14 Deadlines

14.1 The supplier shall reasonably endeavor to observe the specified or mutually agreed (delivery) deadlines and/or (completion) dates, whether or not they are ultimate. Interim (completion) dates specified by the supplier or agreed upon between the parties are always considered as target dates, are not binding on the supplier, and are indicative in nature.

14.2 If there is a risk of exceeding any deadline, the supplier and the customer shall enter into discussions to discuss the consequences of the delay for further planning.

14.3 In all cases—thus even if the parties have agreed upon an ultimate (delivery) deadline or (completion) date—the supplier shall only be in default if the customer has notified the supplier in writing of the default, providing a reasonable period for rectifying the breach, and this reasonable period has elapsed. The notification of default must contain as complete and detailed a description of the breach as possible, to enable the supplier to adequately respond.

14.4 If it has been agreed that the performance of the agreed activities will take place in stages, the supplier is entitled to postpone the commencement of the activities belonging to a stage until the customer has approved the results of the preceding stage in writing.

14.5 The supplier is not bound by any (completion) date or (delivery) deadline, whether ultimate or not, if the parties have agreed to a change in the content or scope of the agreement (additional work, change of specifications, etc.) or a change in the approach to the execution of the agreement, or if the customer fails to fulfill, or not timely or not completely fulfills, its obligations arising from the agreement. The fact that there is (a demand for) additional work during the execution of the agreement shall never be grounds for the customer to terminate or rescind the agreement.

15 Termination and Cancellation of the Agreement

15.1 Each party has the right to terminate the agreement due to a attributable failure to fulfill the agreement only if the other party, always in all cases after a detailed written notice of default setting a reasonable period for rectification of the breach, is in default in the fulfillment of essential obligations under the agreement. Payment obligations of the customer and all obligations to cooperate and/or provide information by the customer or a third party engaged by the customer are always considered essential obligations under the agreement.

15.2 If at the time of termination the customer has already received performances for the execution of the agreement, these performances and the associated payment obligations shall not be subject to annulment, unless the customer proves that the supplier is in default with regard to the essential part of those performances. Amounts invoiced by the supplier before termination in connection with what he has already properly performed or delivered under the agreement shall remain owed, notwithstanding the provisions of the previous sentence, and shall become immediately due and payable at the time of termination. 15.3 If an agreement, by its nature and content, does not terminate upon completion and is concluded for an indefinite period, it may be terminated by either party after good consultation and stating reasons in writing. If no notice period has been agreed upon between the parties, a reasonable notice period shall be observed upon termination. The supplier shall never be obligated to pay any damages due to termination.

15.3 The customer is not entitled to terminate an agreement for a definite period or an agreement that terminates upon completion prematurely.

15.4 Either party may terminate the agreement, in whole or in part, without notice in writing if the other party— whether provisionally or otherwise—is granted a suspension of payment, if bankruptcy is applied for with regard to the other party, if the business of the other party is liquidated or terminated other than for the purpose of reconstruction or merger of businesses. The supplier may also terminate the agreement, in whole or in part, without notice in writing if the decisive control over the customer's business changes directly or indirectly. The supplier shall never be obligated to refund any monies already received or pay any damages due to the termination as referred to in this article. In the event that the customer is irrevocably declared bankrupt, the right of the customer to use the provided software, websites, and the like, as well as the right of the customer to access and/or use the services of the supplier, shall end, without any termination action being required on the part of the supplier.

16 Liability of the Supplier

16.1 The total liability of the supplier due to attributable failures in the performance of the agreement or on any legal grounds, explicitly including any failure to fulfill a warranty or indemnification obligation agreed upon with the customer, is limited to compensation for damages as elaborated in this article.

16.2 Direct damages are limited to a maximum of the amount agreed upon for that agreement (excluding VAT). If the agreement is primarily a long-term agreement with a duration of more than one year, the amount agreed upon for that agreement is set at the total of the fees (excluding VAT) agreed upon for one year. In no event shall the total liability of the supplier for direct damages, on any legal grounds, exceed €250,000 (two hundred fifty thousand euros).

16.3 Damages due to death, physical injury, or material damage to property are limited to €500,000 (five hundred thousand euros).

16.4 Indirect damages, consequential damages, loss of profits, missed savings, diminished goodwill, damages due to business interruption, damages resulting from claims of customer's customers, damages related to the use of third-party products, materials, or software prescribed by the customer to the supplier, and damages related to the engagement of third-party suppliers prescribed by the customer to the supplier, are excluded. Also excluded is the liability of the supplier related to mutilation, destruction, or loss of data or documents.

16.5 The exclusions and limitations of liability of the supplier described in Articles 16.2 through 16.4 do not affect the other exclusions and limitations of liability of the supplier described in these general terms and conditions.

16.6 The exclusions and limitations described in Articles 16.2 through 16.5 shall cease to apply if and insofar as the damages result from intent or deliberate recklessness on the part of the management of the suppli

16.7 Unless performance by the supplier is permanently impossible, the liability of the supplier due to attributable failures in the performance of an agreement arises only if the customer promptly notifies the supplier in writing of the default, specifying a reasonable period for remedying the default, and the supplier remains in default after that period. The notice of default must contain as complete and detailed a description of the default as possible, to enable the supplier to respond adequately.

16.8 The condition for the emergence of any right to compensation is always that the customer notifies the supplier of the damage as soon as possible after it arises, in writing. Any claim for compensation against the supplier expires by the mere lapse of twenty-four months after the emergence of the claim, unless the customer has initiated legal proceedings for compensation of the damage before the expiration of that period.

16.9 The customer indemnifies the supplier against all claims from third parties for product liability as a result of a defect in a product or system delivered by the customer to a third party, which also consisted of equipment, software, or other materials supplied by the supplier unless and insofar as the customer proves that the damage was caused by that equipment, software, or other materials.

16.10 The provisions of this article, as well as all other exclusions and limitations of liability mentioned in these general terms and conditions, also apply to the benefit of all (legal) persons that the supplier and its suppliers employ in the performance of the agreement.

17 Force Majeure

17.1 Neither party shall be obliged to fulfill any obligation, including any statutory and/or agreed warranty obligation, if prevented from doing so as a result of force majeure. Force majeure on the part of the supplier shall include, among other things: (i) force majeure of suppliers of the supplier, (ii) failure of suppliers prescribed by the customer to properly fulfill their obligations, (iii) defects in goods, equipment, software or materials of third parties prescribed for use by the customer to the supplier, (iv) government measures, (v) power failure, (vi) disruption of internet, data network, or telecommunication facilities, (vii) cybercrime, cyber vandalism, war or terrorism, and (viii) general transport problems.

17.2 If a force majeure situation lasts longer than sixty days, each party has the right to terminate the agreement in writing. Any performance already rendered under the agreement shall be settled proportionally in that case, without any further obligations between the parties.

18 Service Level Agreement

18.1 Any agreements regarding a service level (Service Level Agreement) shall only be expressly agreed upon in writing. The customer shall promptly inform the supplier of all circumstances that may affect or could affect the service level and its availability.

18.2 If agreements regarding a service level have been made, the availability of software, systems, and related services shall always be measured in such a way that the scheduled downtime announced in advance by the supplier for preventive, corrective, or adaptive maintenance or other forms of service, as well as circumstances beyond the control of the supplier, shall be disregarded. Unless proven otherwise by the customer, the availability measured by the supplier shall be deemed as full proof.

19 Backup and Recovery

19.1 Data backup and security or recovery services are only applicable if expressly agreed upon. If the provision of services to the customer under the agreement includes data/system backup and/or recovery services, the supplier shall, in accordance with the agreed periods, and in the absence thereof, once a week, make a full backup of the customer's data in his possession. In the absence of agreements on the retention period, the supplier shall retain the backup for the usual period at the supplier's discretion. The supplier shall carefully store the backup as a prudent person would.

19.2 The customer remains responsible for complying with all applicable legal record-keeping obligations.

20 Change and Additional Work

20.1 If the supplier, at the request or with the prior consent of the customer, performs work or other services that fall outside the scope or extent of the agreed work and/or services, these work or services shall be compensated by the customer according to the agreed rates and, in the absence thereof, according to the supplier's usual rates. The supplier is not obligated to comply with such a request and may require a separate written agreement for this purpose.

20.2 The customer realizes that changes and additional work may result in the rescheduling of delivery deadlines and dates. Newly indicated (delivery) deadlines and dates by the supplier shall replace the previous ones.

20.3 If a fixed price has been agreed upon for the agreement, the supplier shall, upon request, inform the customer in writing about the financial consequences of the additional work or services referred to in this article.

21 Assignment of Rights and Obligations

21.1 The customer shall never sell, transfer, or pledge the rights and obligations he has under an agreement to a third party.

21.2 The supplier is entitled to sell, transfer, or pledge his claims for payment of fees to a third party. The supplier is also entitled to use the services of subcontractors and third parties for the execution of work, or to fully outsource.

22 Applicable Law and Disputes

22.1 The agreements between the supplier and the customer shall be governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods 1980 is excluded.

22.2 All disputes arising between the supplier and the customer as a result of an agreement concluded between the supplier and the customer shall first be notified in writing via the email address klachten@dawn.tech. Subsequently, the following applies: disputes arising from the agreement concluded between the parties and/or as a result of subsequent agreements arising therefrom shall be settled by arbitration in accordance with the Arbitration Rules of the Foundation for Dispute Resolution Automation, (www.sgoa.eu), without prejudice to the right of each of the parties to request interim relief (arbitral) summary proceedings and without prejudice to the right of each of the parties to take conservatory legal measures. The place of arbitration shall be Amsterdam or another location as specified in the Arbitration Rules.

22.3 If a dispute arising from the agreement concluded between the parties or as a result of subsequent agreements arising therefrom falls within the jurisdiction of the Dutch cantonal court, each of the parties, notwithstanding the provisions of Article 22.2, is entitled to bring the matter as a small claims case before the legally competent court in the Netherlands. The foregoing jurisdiction is available to the parties only if no arbitration proceeding has been initiated pursuant to Article 22.2 concerning that dispute. If the case has been brought for consideration and decision by one or more of the parties in accordance with the provisions of this Article 22.3, the cantonal court of that court shall have jurisdiction to hear and decide the matter. 

22.4 Each of the parties is entitled to initiate an ICT mediation procedure in accordance with the ICT Mediation Rules of the Foundation for Dispute Resolution Automation in any dispute arising from the agreement concluded between the parties or as a result of subsequent agreements arising therefrom. The other party is obliged to actively participate in ICT mediation initiated, including but not limited to attending at least one joint meeting of mediators and parties, in order to give this extrajudicial form of dispute resolution a chance. Each of the parties is free to terminate the ICT mediation procedure at any time after a joint initial meeting of mediators and parties. The provisions of this article shall not prevent a party from seeking interim relief (arbitral) summary proceedings if it deems it necessary.

2 Standard Clauses for Data Processing

The provisions included in this chapter 'Standard Clauses for Data Processing', in addition to the General provisions of these general terms and conditions, apply if the supplier processes personal data in the context of the execution of the agreement on behalf of the data controller(s) as a (sub)processor (data processor) as referred to in the legislation on the protection of personal data. These Standard Clauses for Data Processing, together with practical arrangements regarding processing in the agreement or a separate annex (such as a Data Processing Statement), constitute a data processing agreement as referred to in Article 28, paragraph 3 of the General Data Protection Regulation (GDPR)

23 General

23.1 The Supplier processes personal data on behalf of the Customer in accordance with the written instructions agreed upon with the Supplier.

23.2 The Customer, or its principal, is the data controller within the meaning of the GDPR, having control over the processing of personal data and determining the purpose and means of processing personal data.

23.3 The Supplier is the data processor within the meaning of the GDPR and therefore has no control over the purpose and means of processing personal data, and does not make decisions regarding, among other things, the use of personal data

23.4 The Supplier implements the GDPR as set forth in this chapter 'Standard Clauses for Data Processing' and in the agreement. It is up to the Customer to assess, based on this information, whether the Supplier provides adequate guarantees regarding the application of appropriate technical and organizational measures to ensure that the processing complies with the requirements of the GDPR and that the rights of data subjects are sufficiently protected.

23.5 The Customer warrants to the Supplier that it complies with the GDPR, adequately secures its systems and infrastructure at all times, and ensures that the content, use, and/or processing of personal data are not unlawful and do not infringe upon any third-party rights.

23.6 The Customer is not entitled to recover any administrative fines imposed on it by the supervisory authority on any legal basis from the Supplier. For the purposes of this chapter (2), 'supervisory authority' refers to a supervisory authority as defined in the GDPR.

24 Security

24.1 The Supplier implements technical and organizational security measures as described in the agreement. When implementing these measures, the Supplier takes into account the state of the art, the implementation costs of the security measures, the nature, scope, and context of the processing, the nature of its products and services, the processing risks, and the varying risks to the rights and freedoms of data subjects that the Supplier might expect given the intended use of its products and services.

24.2 Unless explicitly stated otherwise in the agreement, the Supplier's product or service is not designed for the processing of special categories of personal data or data concerning criminal convictions or offenses.

24.3 The Supplier aims for the security measures it implements to be appropriate for the intended use of the product or service by the Supplier.

24.4 The described security measures, taking into account the factors mentioned in Article 24.1, provide a security level tailored to the risk of processing the personal data used or provided by the Customer, as determined by the Customer.

24.5 The Supplier may make changes to the security measures implemented if it deems it necessary to maintain an appropriate level of security. The Supplier will document significant changes and, where relevant, inform the Customer of those changes.

24.6 The Customer may request the Supplier to implement additional security measures. The Supplier is not obligated to implement changes to its security measures in response to such a request. The Supplier may charge the Customer for the costs associated with changes made at the Customer's request. Only after the parties have agreed in writing on the requested modified security measures does the Supplier have an obligation to implement these security measure.

25 Data Breaches

25.1 The Supplier does not guarantee that the security measures will be effective under all circumstances. If the Supplier discovers a personal data breach, it will inform the Customer without undue delay. The agreement specifies how the Supplier informs the Customer about personal data breaches. If no specific arrangements have been made, the Supplier will contact the designated contact person at the Customer in the usual manner.

25.2 It is the responsibility of the data controller (Customer or its principal) to assess whether the personal data breach notified by the Supplier should be reported to the supervisory authority or the data subjects. Reporting personal data breaches remains at all times the responsibility of the data controller (Customer or its principal). The Supplier is not obliged to report personal data breaches to the supervisory authority and/or the data subjects.

25.3 If necessary, the Supplier will provide further information about the personal data breach and cooperate in providing necessary information to the Customer for reporting to the supervisory authority or data subjects.

25.4 The Supplier may charge the reasonable costs it incurs in this context to the Customer at its then-current rates.

26 Confidentiality

26.1 The Supplier ensures that individuals processing personal data under its responsibility are subject to a duty of confidentiality.

26.2 The Supplier is entitled to disclose personal data to third parties if and to the extent that disclosure is necessary pursuant to a court order, a legal provision, based on an authorized order from a government authority, or for the proper execution of the agreement.

27 Obligations upon Termination

27.1 In the event of termination of the data processing agreement, the Supplier will delete all personal data received from the Customer within the term specified in the agreement in such a way that it can no longer be used and is no longer accessible (rendered inaccessible), or, if agreed, return it to the Customer in a machine-readable format.

27.2 The Supplier may charge the Customer for any costs it incurs in accordance with the preceding paragraph. Further arrangements regarding this matter may be set out in the agreement.

27.3 The provisions of Article 27.1 do not apply if a legal regulation prevents the Supplier from fully or partially deleting or returning the personal data. In such a case, the Supplier will continue to process the personal data only to the extent necessary for compliance with its legal obligations. The provisions of Article 27.1 also do not apply if the Supplier is the data controller within the meaning of the GDPR with regard to the personal data.

28 Data Subject Rights, Data Protection Impact Assessment (DPIA), and Audit Rights

28.1 Where possible, the Supplier will cooperate with reasonable requests from the Customer related to data subjects' rights invoked by data subjects. If the Supplier is directly approached by a data subject, it will, where possible, refer them to the Customer.

28.2 If required by the GDPR, the Supplier will, upon a reasonable request, cooperate with a data protection impact assessment (DPIA) or subsequent prior consultation initiated by the Customer according to the GDPR.

28.3 Upon request of the Customer, the Supplier will provide all information reasonably necessary to demonstrate compliance with the agreements made in the agreement regarding the processing of personal data, for example, by means of a valid Data Pro Certificate or an equivalent certificate, an audit report (Third Party Memorandum) prepared by an independent expert commissioned by the Supplier, or by other information provided by him. If the Customer nevertheless has reason to believe that the processing of personal data does not comply with the agreement, it may, at most once per year, have an audit conducted by an independent, certified, external expert, at the Customer's expense, who demonstrably has experience with the type of processing carried out under the agreement. The Supplier has the right to refuse an expert if, according to the Supplier, it affects its competitive position. The audit will be limited to verifying compliance with the agreements regarding the processing of personal data as laid down in the agreement. The expert will be subject to a duty of confidentiality regarding what he finds and will report only those aspects to the Customer that constitute a deficiency in the Supplier's compliance with its obligations under the agreement. The expert will provide a copy of his report to the Supplier. The Supplier may refuse an expert, audit, or instruction from the expert if, in its opinion, it contravenes the GDPR or other legislation or constitutes an unacceptable breach of the security measures it has implemented.

28.4 The parties will consult on the outcomes of the report as soon as possible. The parties will implement the proposed improvement measures contained in the report to the extent reasonably expected of them. The Supplier will implement the proposed improvement measures to the extent it deems them appropriate, taking into account the processing risks associated with its product or service, the state of the art, the implementation costs, the market in which it operates, and the intended use of the product or service.

28.5 The Supplier has the right to charge the costs it incurs in this context to the Customer.

29 Subprocessors

29.1 The Supplier has specified in the agreement whether, and if so, which third parties (subprocessors) the Supplier engages in the processing of personal data.

29.2 The Customer gives consent to the Supplier to engage other subprocessors to fulfill its obligations arising from the agreement.

29.3 The Supplier shall inform the Customer of any changes in the third parties engaged by the Supplier. The Customer has the right to object to such changes by the Supplier.

3 Software

The provisions in this chapter 'Software' apply, in addition to the General provisions of these general terms and conditions, if the Supplier provides software, apps, associated data(bases), and/or user documentation (hereinafter collectively referred to as 'software') for use by the Customer, as well as where the Supplier develops software for the Customer and transfers such software.

30. Use Rights and Restrictions

30.1 The Supplier provides the agreed software to the Customer for use during the term of the agreement based on a user license. The right to use the software is non-exclusive, non-transferable, non-assignable, and non- sublicensable.

30.2 The obligation of provision by the Supplier and the usage rights of the Customer extend solely to the so-called object code of the software. The usage rights of the Customer do not extend to the source code of the software. The source code of the software and the technical documentation made during the development of the software shall not be provided to the Customer, even if the Customer is willing to pay a financial compensation for it.

30.3 The Customer shall always strictly adhere to the agreed limitations, of any nature or content, on the right to use the software.

30.4 If the parties have agreed that the software may only be used in combination with certain equipment, the Customer is entitled to use the software on other equipment with the same qualifications in case of equipment malfunction.

30.5 The Supplier may require that the Customer does not commence use of the software until the Customer has obtained one or more codes required for use from the Supplier, its supplier, or the producer of the software.

30.6 The Customer may only use the software for and on behalf of its own company or organization and only to the extent necessary for the intended use. The Customer shall not use the software for the benefit of third parties, for example, in the context of 'Software-as-a-Service' (SaaS) or 'outsourcing'.

30.7 The Customer is never allowed to sell, rent, transfer, or grant restricted rights to the software, the associated codes for use, or the carriers on which the software is or will be recorded, or to provide them in any way, for any purpose, or under any title to a third party. Nor shall the Customer grant access to the software to a third party, whether remote (online) or not, or host the software with a third party, even if the respective third party uses the software solely for the benefit of the Customer.

30.8 Upon request, the Customer shall promptly cooperate in an investigation conducted by or on behalf of the Supplier regarding compliance with the agreed usage restrictions. The Customer shall grant access to its premises and systems upon the Supplier's first request. The Supplier shall treat all confidential business information obtained from or at the Customer during an investigation, to the extent that such information does not concern the use of the software itself, confidentially.

30.9 The parties agree that the agreement concluded between them, to the extent that it concerns the provision of software for use, shall never be considered a purchase agreement.

30.10 The Supplier is not obligated to maintain the software and/or provide support to users and/or administrators of the software. If, contrary to the foregoing, the Supplier is requested to provide maintenance and/or support regarding the software, the Supplier may require the Customer to enter into a separate written agreement for this purpose.

31 Delivery and Installation

31.1 The Supplier will, at its discretion, deliver the software on the agreed format of data carrier or, in the absence of agreements in this regard, on a data carrier format determined by the Supplier or make the software available online to the Customer for delivery. Any agreed user documentation shall be provided by the Supplier in paper or digital form in a language determined by the Supplier.

31.2 Only if agreed upon, the Supplier will install the software at the Customer's premises. In the absence of agreements in this regard, the Customer shall install the software, configure it, parameterize it, tune it, and if necessary, adapt the equipment and operating environment used.

32 Acceptance

32.1 If the parties have not agreed on an acceptance test, the Customer accepts the software in the condition it is in at the time of delivery ('as is, where is'), with all visible and invisible defects, without prejudice to the Supplier's obligations as referred to in Article 36. In this case, the software shall be deemed accepted by the Customer upon delivery or, if installation to be performed by the Supplier is agreed upon in writing, upon completion of the installation

32.2 If an acceptance test is agreed upon between the parties, the provisions of Articles 32.3 to 32.10 apply.

32.3 Where these general terms and conditions refer to 'errors', this shall mean the substantial non-compliance of the software with the functional or technical specifications of the software communicated in writing by the Supplier, and, in the case of wholly or partially customized software, with the functional or technical specifications expressly agreed upon in writing. An error shall only exist if the Customer can demonstrate it and it is reproducible. The Customer shall promptly report errors. The Supplier has no obligation regarding other imperfections in or of the software other than errors as defined in these general terms and conditions.

32.4 If an acceptance test is agreed upon, the test period shall be fourteen days after delivery or, if installation to be performed by the Supplier is agreed upon in writing, fourteen days after completion of the installation. During the test period, the Customer is not entitled to use the software for productive or operational purposes. The Customer shall conduct the agreed acceptance test with qualified personnel and with sufficient scope and depth.

32.5 If an acceptance test is agreed upon, the Customer is obliged to verify whether the delivered software complies with the functional or technical specifications communicated in writing by the Supplier and, if and to the extent that the software is wholly or partially customized software, with the functional or technical specifications expressly agreed upon in writing.

32.6 If data is used during testing at the Customer's request, the Customer shall ensure that the use of this data for this purpose is permitted.

32.7 The software shall be deemed accepted by the parties: a) if an acceptance test is agreed upon: on the first day after the test period, or b) if the Supplier receives a test report as referred to in Article 32.8 before the end of the test period: at the time the errors mentioned in that test report have been rectified, without prejudice to the presence of errors that, according to Article 32.9, do not impede acceptance, or c) if the Customer makes any use of the software for productive or operational purposes: at the time of such use.

32.8 If, during the agreed acceptance test, it is found that the software contains errors, the Customer shall report the test results to the Supplier in writing, clearly, comprehensively, and in detail no later than on the last day of the test period. The Supplier shall use its best efforts to rectify the errors within a reasonable period, and the Supplier may apply temporary solutions, workarounds, or problem-avoiding limitations.

32.9 The Customer may not withhold acceptance of the software for reasons unrelated to the specifications expressly agreed upon in writing between the parties, nor due to the existence of minor errors, being errors that do not reasonably impede the operational or productive use of the software, without prejudice to the Supplier's obligation to rectify these minor errors under the warranty provision of Article 36. Acceptance may also not be withheld due to aspects of the software that can only be subjectively assessed, such as aesthetic aspects of user interfaces.

32.10 If the software is delivered and tested in phases and/or parts, non-acceptance of a particular phase and/or part shall not affect the acceptance of a previous phase and/or another part.

32.11 Acceptance of the software by the Customer in any of the manners referred to in this article results in the Supplier being discharged from its obligations regarding the delivery of the software and, if installation of the software by the Supplier is also agreed upon, from its obligations regarding the installation.

32.12 Acceptance of the software does not affect the Customer's rights under Article 32.9 regarding minor errors and Article 36 regarding the warranty.

32.13 During the acceptance test period as described in Article 32.4, the Supplier shall provide (where necessary) a software environment. If, in accordance with Article 32.8, this environment is required to remain active for a longer period, it shall be made available until five days after the defects have been rectified, so that the Customer has the opportunity to test the solutions.

33 Provision

33.1 The Supplier shall provide the software to the Customer within a reasonable period after the conclusion of the agreement.

33.2 Immediately after the termination of the agreement, the Customer shall return all copies of the software in its possession to the Supplier. If it is agreed that the Customer shall destroy the relevant copies at the end of the agreement, the Customer shall promptly notify the Supplier in writing of such destruction. The Supplier is not obliged to provide assistance with regard to data conversion desired by the Customer at or after the end of the agreement.

34 Usage Fee

34.1 The fee payable by the Customer for the right to use the software shall be due at the agreed times, or in the absence of an agreed time:

1. If it is not agreed that the Supplier is responsible for the installation of the software:
   • Upon delivery of the software;
   • Or, in the case of periodic usage fees, upon delivery of the software and then at the beginning of each new usage term.
2. If it is agreed that the Supplier is responsible for the installation of the software:
   • Upon completion of that installation;
   • Or, in the case of periodic usage fees, upon completion of that installation and then at the beginning of each new usage term.

35 Changes to the Software

35.1 Except for mandatory exceptions provided for in the law, the Customer is not entitled to modify the software in whole or in part without the prior written consent of the Supplier. The Supplier is entitled to refuse its consent or to attach conditions thereto. The Customer bears the full risk of all modifications made by or on behalf of the Customer by third parties - whether or not with the Supplier's consent.

36 Warranty

36.1 The Supplier shall use its best efforts to rectify errors as defined in Article 32.3 within a reasonable period if these are reported to the Supplier in writing in detail within a period of three months after delivery, or, if an acceptance test is agreed upon, within three months after acceptance. The Supplier does not warrant that the software is suitable for actual and/or intended use. The Supplier also does not guarantee that the software will operate without interruption and/or that all errors will be corrected. Rectification shall be free of charge, unless the software has been developed by the Supplier at the Customer's request other than for a fixed price, in which case the Supplier shall charge the costs of rectification according to its usual rates.

36.2 The Supplier may charge the costs of rectification according to its usual rates if there are user errors or improper use by the Customer or other causes not attributable to the Supplier. The obligation to rectify shall lapse if the Customer makes changes to the software without the Supplier's written consent.

36.3 Rectification of errors shall be carried out at a location and in a manner determined by the Supplier. The Supplier is entitled to apply temporary solutions or workarounds or problem-avoiding limitations in the software.

36.4 The Supplier is never obliged to rectify mutilated or lost data.

36.5 The Supplier has no obligation of any kind with regard to errors reported after the warranty period referred to in Article 36.1.

4 Development of Software and Websites

The provisions in this chapter 'Development of Software and Websites' apply, in addition to the General provisions of these general terms and conditions, if the Supplier designs and/or develops software as described in Chapter 3 and/or websites for the Customer and optionally installs the software and/or websites.

37 Software and/or Website Specifications and Development

37.1 Development always takes place based on a service agreement. If specifications or a design of the software and/or website to be developed have not already been provided to the supplier before or upon entering into the agreement, the parties will specify in writing, in good consultation, which software and/or website will be developed and how the development will take place.

37.2 The supplier shall develop the software and/or website with care, in accordance with the expressly agreed specifications or design and, where applicable, in accordance with the project organization, methods, techniques, and/or procedures agreed upon with the customer in writing. Before commencing development activities, the supplier may require the customer to provide written approval of the specifications or design.

37.3 In the absence of specific agreements in this regard, the supplier will commence design and/or development activities within a reasonable period to be determined by him after entering into the agreement.

37.4 Upon request, the customer shall allow the supplier to carry out the work outside regular working days and hours at the customer's office or location.

37.5 If the parties agree that the supplier will also provide training, maintenance, and/or support in addition to development, and/or if the supplier also requests a domain name, the supplier may require the customer to enter into a separate written agreement for this purpose. These activities will be invoiced separately at the supplier's standard rates.

37.6 If the supplier provides services to the customer regarding a domain name, such as application, renewal, alienation, or transfer to a third party, the customer must consider the rules and procedures of the relevant authority(ies). Upon request, the supplier shall provide the customer with a written copy of those rules.

37.7 Supplier expressly disclaims any responsibility for the accuracy or timeliness of the services or the achievement of the intended results by the customer. Customer is liable for all costs associated with the application and/or registration according to the agreed rates, or in the absence of agreed rates, the standard rates of the supplier. Supplier does not guarantee that a domain name desired by the customer will be assigned to the customer.

38 Agile Development of Software/Websites

38.1 If parties use an iterative development method (such as scrum), parties accept that: (i) the work at the outset will not be performed based on complete or fully elaborated specifications; and (ii) specifications, whether agreed upon at the outset of the work or not, may be adjusted during the execution of the agreement in good consultation, taking into account the project approach inherent to the respective development method.

38.2 Parties shall assemble one or more teams prior to the execution of the agreement, consisting of representatives from both the customer and the supplier. The team ensures that communication lines remain short and direct, and regular meetings are held. Parties provide for the deployment of mutually agreed capacity (FTEs) to team members in roles and with the knowledge, experience, and decision-making authority necessary for the execution of the agreement. Parties accept that the agreed capacity is minimally necessary for the project's success. Parties endeavor to keep key personnel, once engaged, available to the fullest extent possible until the end of the project, unless circumstances beyond the control of the parties arise. Parties shall jointly make decisions during the execution of the agreement regarding the specifications applicable to the next phase of the project (e.g., a 'time-box') and/or the next partial development, in good consultation. The customer accepts the risk that the software and/or website may not necessarily meet all specifications. The customer ensures ongoing, active, and organizationally supported input and cooperation from relevant end-users, including testing and (further) decision-making. The customer ensures the promptness of progress decisions to be made by him during the execution of the agreement. In the event of a lack of timely and clear progress decisions on the part of the customer in accordance with the project approach inherent to the respective development method, the supplier is entitled - but not obligated - to make appropriate decisions in its opinion.

38.3 If parties agree on one or more testing moments, testing will only be conducted based on objective, measurable, and pre-agreed criteria (such as conformity to development standards). Errors or other imperfections are only corrected if the responsible team decides to do so and will be addressed in a subsequent iteration. If an additional iteration is required for this purpose, the costs thereof shall be borne by the customer. After the last development phase, the supplier is not obliged to carry out corrective activities with regard to errors or other imperfections unless expressly agreed otherwise in writing.

38.4 In order to develop, test, and accept developed software delivered during iterations, parties will endeavor to provide this in an adequate manner on a so-called DTAP environment. Costs for maintaining this DTAP environment are borne by the customer.

39 Delivery, Installation, and Acceptance

39.1 The provisions of Article 31 regarding delivery and installation shall apply correspondingly.

39.2 Unless the supplier, based on the agreement, will 'host' the software and/or website on its own computer system for the customer, the supplier shall deliver the software and/or website to the customer on a carrier and in a format determined by the supplier, or make it available online for delivery to the customer.

39.3 The provisions of Article 32 of these general terms and conditions regarding acceptance shall apply correspondingly.

39.4 If parties use a development method as referred to in Article 38, then the provisions of Article 32.1, 32.2, Article

32.4 through 32.9, 32.12, and Article 36.1 and 36.5 shall not apply. The customer accepts the software and/or website in the state in which it exists at the end of the last development phase ('as is, where is').

40 License

40.1 The supplier shall make available to the customer, for use, the software and/or website developed on behalf of the customer and any user documentation developed in connection therewith.

40.2 Only if agreed upon in writing, shall the supplier provide the customer with the source code of the software and the technical documentation made during the development of the software, in which case the customer shall be entitled to make modifications to the software.

40.3 The supplier is not obligated to provide the auxiliary software and program or data libraries necessary for the use and/or maintenance of the software and/or website.

40.4 The provisions of Article 30 regarding the right to use and restrictions on use shall apply correspondingly.

40.5 Only if it expressly appears from the content of the written agreement that all design and development costs of software specifically developed for the customer by the supplier are fully and exclusively borne by the customer, contrary to the provisions of Article 40.4, there shall be no restrictions on the customer's right to use the software and/or website provided and paid for by the customer.

41 Compensation

41.1 In the absence of an agreed payment schedule, all amounts related to the design and development of software and/or websites shall be due monthly in arrears.

41.2 Included in the price for the development work is also the compensation for the right to use the software and/or website during the term of the agreement.

41.3 The compensation for the development of the software and/or website does not include compensation for the auxiliary software and program and data libraries needed by the customer, any installation services, or any adaptation and/or maintenance of the software and/or website by the customer. Nor does the compensation include providing support and hosting to users thereof.

42 Warranty

42.1 The provisions of Article 36 regarding warranty shall apply correspondingly.

42.2 The supplier does not guarantee that the software and/or website developed by it will work properly in conjunction with all types or new versions of web browsers, devices, and any other software and/or websites. The supplier also does not guarantee that the software and/or website will work properly in conjunction with all types of equipment.

5 Maintenance of Software and Support

The provisions contained in this chapter, 'Maintenance of Software and Support,' apply in addition to the General Provisions of these general terms and conditions when the supplier provides services in the field of software maintenance and support for the use of that software.

43 Maintenance Services

43.1 If agreed upon, the Supplier shall provide maintenance services regarding the software specified in the agreement. The maintenance obligation includes rectifying errors in the software as defined in Article 32.3 and - only if agreed upon in writing - providing new versions of the software in accordance with Article 44.

43.2 Customer shall report identified software errors in detail. Upon receiving the notification, the Supplier shall endeavor, in accordance with its usual procedures, to rectify errors and/or make improvements in subsequent new versions of the software to the best of its ability. Depending on the urgency and the Supplier's version and release policy, the results shall be made available to the Customer in the manner and within the timeframe determined by the Supplier. The Supplier is entitled to implement temporary solutions, program workarounds, or problem-avoidance limitations in the software. Customer shall install the corrected software or the provided new version of the software, configure, parameterize, tune, and, if necessary, adjust the used equipment and operating environment. The Supplier is never obliged to rectify other deficiencies than those referred to in this article. In case the Supplier is willing to perform rectification activities regarding such other deficiencies, the Supplier is entitled to charge a separate fee for this.

43.3 The provisions of Articles 36.3 and 36.4 apply mutatis mutandis.

43.4 If the Supplier performs maintenance online, the Customer shall ensure timely provision of a sound and adequately secured infrastructure and network facilities.

43.5 Customer shall provide all cooperation requested by the Supplier for maintenance, including temporary cessation of software usage and making a backup of all data.

43.6 If the maintenance concerns software not supplied by the Supplier to the Customer, the Customer shall, if deemed necessary or desirable by the Supplier for maintenance, provide the source code and technical (development) documentation of the software (including data models, designs, change logs, etc.). Customer warrants that it is entitled to provide such information. Customer grants the Supplier the right to use and modify the software, including the source code and technical (development) documentation, for the purpose of performing the agreed maintenance.

44 New Versions of Software

44.1 Maintenance includes the provision of new versions of the software only if and to the extent agreed upon in writing. If maintenance includes the provision of new versions of the software, such provision shall be at the discretion of the Supplier.

44.2 Three months after providing an improved version, the Supplier is no longer obligated to rectify errors in the previous version and to provide support and/or maintenance for a previous version.

44.3 The Supplier may require a separate written agreement with the Customer for the provision of a version with new functionality and may require an additional fee for such provision. The Supplier may incorporate functionality unchanged from a previous version of the software, but does not guarantee that each new version will contain the same functionality as the previous version. The Supplier is not obligated to maintain, modify, or add specific features or functionalities of the software specifically for the Customer.

44.4 The Supplier may require the Customer to adapt its system (equipment, web browser, software, etc.) if necessary for the proper functioning of a new version of the software.

45 Support Services

45.1 If the Supplier's service under the agreement also includes support to users and/or administrators of the software, the Supplier shall provide advice online, by telephone, or by email on the use and operation of the software specified in the agreement. Customer shall describe notifications in the context of support as fully and detailed as possible to enable the Supplier to respond adequately. The Supplier may impose conditions on the method of notification, qualifications, and the number of persons eligible for support. The Supplier shall process well-founded requests for support within a reasonable period according to its usual procedures. The Supplier does not guarantee the accuracy, completeness, or timeliness of responses or support provided. Support is provided on business days during the Supplier's usual business hours.

45.2 If the Supplier's service under the agreement also includes providing so-called 'standby services', the Supplier shall keep one or more personnel available during the days and times specified in the agreement. In this case, the Customer is entitled to invoke the support of the personnel kept available in case of urgency if there are serious malfunctions, errors, and other serious deficiencies in the operation of the software. The Supplier does not guarantee that these will be rectified in a timely manner.

45.3 Maintenance and other agreed services as referred to in this chapter shall be performed from the day the agreement is concluded, unless otherwise agreed upon in writing by the parties.

46 Compensation

46.1 In the absence of an expressly agreed payment schedule, all amounts related to software maintenance and other services specified in this chapter of the agreement shall be due and payable retrospectively on a monthly basis.

46.2 Amounts for software maintenance and other services specified in this chapter of the agreement shall be due from the commencement of the agreement. The compensation for maintenance and other services shall be due regardless of whether the Customer has put the software into use or is using the possibility of maintenance or support.

6 Advisory and Consultancy

The provisions contained in this chapter 'Advisory and Consultancy' shall apply, in addition to the General provisions of these general terms and conditions, if the Supplier provides services in the field of advisory and consultancy, which are not carried out under the supervision and direction of the Customer. 

47 Execution of Advisory and Consultancy Services

47.1 The Supplier shall carry out the advisory and consultancy services entirely independently, at its own discretion, and not under the supervision and direction of the Customer.

47.2 The Supplier is not bound by a timeframe for the assignment because the duration of an assignment in the field of consultancy or advisory depends on various factors and circumstances, such as the quality of the data and information provided by the Customer and the cooperation of the Customer and relevant third parties.

47.3 The Supplier's services shall be provided exclusively on the Supplier's usual business days and hours.

47.4 The use by the Customer of advice and/or consultancy reports provided by the Supplier is always at the Customer's risk. The burden of proof that (the manner of) advisory and consultancy services do not comply with what has been agreed upon in writing or with what may be expected from a reasonably prudent and skilled Supplier lies entirely with the Customer, without prejudice to the Supplier's right to provide counter-evidence by all means.

47.5 Without prior written consent from the Supplier, the Customer is not entitled to disclose to a third party the methods, techniques, or content of the Supplier's work, methods, and techniques, or the content of the Supplier's advice or reports. The Customer shall not provide the Supplier's advice or reports to a third party or otherwise disclose them.

48 Reporting

48.1 The Supplier shall periodically inform the Customer about the progress of the work in the manner agreed upon in writing. The Customer shall, in writing in advance, notify the Supplier of circumstances that are or may be important to the Supplier, such as reporting methods, issues the Customer wishes to address, the Customer's priorities, availability of the Customer's resources and personnel, and any special or possibly unknown facts or circumstances for the Supplier. The Customer shall ensure further dissemination and awareness of the information provided by the Supplier within the Customer's organization and shall evaluate this information and inform the Supplier accordingly, based on this information.

49 Compensation

49.1 In the absence of an expressly agreed payment schedule, all fees relating to services provided by the Supplier as specified in this chapter shall be due and payable retrospectively on a monthly basis.

7 Secondment Services

The provisions contained in this chapter 'Secondment Services' shall apply, in addition to the General provisions of these general terms and conditions, if the Supplier provides one or more employees to the Customer to be available under the supervision and direction of the Customer.

50 Secondment Services

50.1 The Supplier shall provide the employee mentioned in the agreement to the Customer to perform tasks under the supervision and direction of the Customer. The results of the work are at the Customer's risk. Unless otherwise agreed upon in writing, the employee shall be made available to the Customer for forty hours per week during the Supplier's usual working days.

50.2 The Customer may only deploy the provided employee for tasks other than those agreed upon if the Supplier has given prior written consent.

50.3 The Customer is only permitted to second the provided employee to a third party to work under the supervision and direction of that third party if this has been expressly agreed upon in writing

50.4 The Supplier shall make efforts to ensure that the provided employee remains available for work during the agreed days for the duration of the agreement, except in case of illness or termination of employment of the employee. Even if the agreement is entered into with the aim of performance by a specific person, the Supplier is always entitled, after consultation with the Customer, to replace this person with one or more persons with the same qualifications.

50.5 The Customer is entitled to request replacement of the provided employee (i) if the provided employee demonstrably does not meet expressly agreed quality requirements and the Customer notifies the Supplier of this within three working days after the start of the work, or (ii) in case of prolonged illness or termination of employment of the provided employee. The Supplier shall give priority attention to the request promptly. The Supplier does not guarantee that replacement is always possible. If replacement is not or not promptly possible, the Customer's claims for further performance of the agreement as well as any claims of the Customer for non- performance of the agreement shall lapse. The Customer's payment obligations regarding the work performed shall remain unaffected.

51 Duration of the Secondment Agreement

51.1 Contrary to what is stipulated in Article 4 of these general terms and conditions, if the parties have not agreed on the duration of the secondment, the agreement shall have a term for an indefinite period, in which case each party shall have a notice period of one calendar month after the possible initial term. Termination shall be in writing.

52 Working Hours, Working Time, and Working Conditions

52.1 The working hours, vacation and rest periods, working time, and other relevant employment conditions of the provided employee shall be the same as those customary for the Customer. The Customer shall ensure that the working hours, vacation and rest periods, working time, and other relevant working conditions comply with the relevant laws and regulations.

52.2 The Customer shall inform the Supplier about any planned (temporary) closure of its business or organization.

53 Overtime Compensation and Travel Time

53.1 If the provided employee works longer per day by order or request of the Customer than the agreed or customary number of working hours or works outside the Supplier's usual working days, the Customer shall pay the agreed overtime rate or, in the absence of an agreed overtime rate, the Supplier's usual overtime rate for these hours.

53.2 Upon request, the Supplier shall inform the Customer about the applicable overtime rates.

53.3 Costs and travel time shall be invoiced to the Customer in accordance with the Supplier's customary rules and standards. Upon request, the Supplier shall inform the Customer about the customary rules and standards for this.

54 Hirer's Liability and Other Liability

54.1 The Supplier shall ensure the timely and complete payment of the employee's wage tax, national insurance contributions, employee insurance contributions, income-dependent contribution under the Health Insurance Act, and turnover tax payable in connection with the agreement. The Supplier indemnifies the Customer against all claims from the Tax Authorities or the bodies responsible for implementing social security legislation that are due to the agreement with the Customer, provided that the Customer promptly informs the Supplier in writing of the existence and content of the claim and leaves the handling of the matter, including any settlements, entirely to the Supplier. To this end, the Customer shall grant the necessary authorizations, information, and cooperation to the Supplier to defend itself against these claims, if necessary in the name of the Customer.

54.2 The Supplier accepts no liability for the quality of the results of work performed under the supervision and direction of the Custome

8 Education and Training

The provisions contained in this chapter 'Education and Training' shall apply, in addition to the General provisions of these general terms and conditions, if the Supplier provides services, under any name or in any manner (e.g., electronically), in the field of education, courses, workshops, training sessions, seminars, and similar activities (hereinafter referred to as: education).

55 Registration and Cancellation

55.1 Registration for a training must be done in writing and becomes binding upon confirmation by the Supplier.

55.2 The Customer is responsible for the choice and suitability of the training for the participants. The lack of required prior knowledge by a participant does not diminish the Customer's obligations under the agreement. The Customer is permitted to replace a participant for a training with another participant after obtaining prior written consent from the Supplier.

55.3 If the number of registrations gives rise to it, the Supplier is entitled to cancel the training, combine it with one or more other trainings, or reschedule it for a later date or time. The Supplier reserves the right to change the location of the training. The Supplier is entitled to make organizational and content changes to a training.

55.4 The consequences of cancellation of participation in a training by the Customer or participants are governed by the Supplier's usual rules. Cancellation must always be done in writing and prior to the training or the relevant part thereof. Cancellation or non-attendance does not affect the payment obligations that the Customer has under the agreement.

56 Execution of Training

56.1 The Customer accepts that the Supplier determines the content and depth of the training.

56.2 The Customer will inform the participants about and ensure compliance by the participants with the obligations under the agreement and the (behavioral) rules prescribed by the Supplier for participation in the training.

56.3 If the Supplier uses its own equipment or software in the execution of the training, the Supplier does not guarantee that this equipment or software is flawless or functions without interruptions. If the Supplier conducts the training at the Customer's location, the Customer shall ensure the availability of adequate classroom space and working equipment and software. If the facilities at the Customer's premises are found to be inadequate and the quality of the training cannot be ensured as a result, the Supplier is entitled to not start, shorten, or discontinue the training.

56.4 Taking an exam or test is not part of the agreement.

56.5 The Customer is required to pay a separate fee for the documentation, training materials, or resources provided or produced for the training. This also applies to any training certificates or duplicates thereof.

57 Price and Payment

57.1 The Supplier may require the Customer to pay the fees due for the training before the commencement of the training. The Supplier may exclude participants from participation if the Customer has failed to ensure timely payment, without prejudice to all other rights of the Supplier.

57.2 If the Supplier has conducted a preliminary investigation for the purpose of a training plan or training advice, the costs associated with this may be invoiced separately.

57.3 Unless the Supplier has expressly indicated that the training is exempt from VAT within the meaning of Article 11 of the Dutch Turnover Tax Act 1968, the Customer is also liable for VAT on the fee. After the conclusion of the agreement, the Supplier is entitled to adjust its prices in the event of any changes in the VAT regime for training as determined by or under law.

10 Hosting

The provisions contained in this chapter 'Hosting' shall apply, in addition to the General provisions of these general terms and conditions, if the Supplier provides services, under any name whatsoever, in the field of 'hosting' and related services.

58 Hosting Services

58.1 The Supplier shall perform the hosting services agreed upon with the Customer.

58.2 If the agreement concerns the provision of disk space on equipment, the Customer shall not exceed the agreed disk space, unless the agreement explicitly regulates the consequences thereof. The agreement entails the provision of disk space on a server reserved exclusively and specifically for the Customer only if this is expressly agreed upon in writing. All use of disk space, data traffic, and other system and infrastructure loads are limited to the agreed maximums between the parties. Data traffic not used by the Customer in a specific period cannot be carried over to a subsequent period. For exceeding the agreed maximums, the Supplier shall charge an additional fee in accordance with the customary rates.

58.3 The Customer is responsible for management, including monitoring settings, the use of the hosting service, and how the results of the service are utilized. In the absence of explicit agreements regarding this, the Customer shall install, configure, parameterize, tune, and, if necessary, adapt the hardware, other software, and operating environment used by themselves. The Supplier is not obliged to perform data conversion.

58.4 Only if expressly agreed upon in writing, the agreement also includes the provision or provision of security, backup, contingency, and recovery services.

58.5 The Supplier may temporarily suspend the hosting service in whole or in part for preventive, corrective, or adaptive maintenance. The Supplier shall not let the suspension last longer than necessary, preferably outside office hours, and, depending on the circumstances, commence after consulting with the Customer.

58.6 If, under the agreement, the Supplier provides services to the Customer regarding a domain name, such as application, renewal, alienation, or transfer to a third party, the Customer must take into account the rules and procedures of the relevant authority(ies). Upon request, the Supplier shall provide the Customer with a written copy of those rules. The Supplier explicitly does not accept responsibility for the accuracy or timeliness of the service provision or the achievement of the intended results by the Customer. The Customer is liable for all costs associated with the application and/or registration according to the agreed rates, or in the absence of agreed rates, the customary rates of the Supplier. The Supplier does not guarantee that a domain name desired by the Customer will be allocated to the Customer.

58.7 Prices may be adjusted at any time during the hosting service by Dawn Technology. Changes in prices may result from inflation, legislative changes, price increases from suppliers, or changes in favor of the Customer

59 Notice and Takedown

59.1 The Customer shall at all times conduct themselves carefully and not unlawfully towards third parties, in particular by respecting the intellectual property rights and other rights of third parties, respecting the privacy of third parties, not distributing data in violation of the law, not gaining unauthorized access to systems, not distributing viruses or other harmful programs or data, and refraining from committing punishable offenses and violating any other legal obligations.

59.2 In order to prevent liability towards third parties or limit the consequences thereof, the Supplier is always entitled to take measures regarding actions or omissions by or at the risk of the Customer. Upon the first written request from the Supplier, the Customer shall immediately remove data and/or information from the Supplier's systems, failing which the Supplier is entitled, at its discretion, to remove the data and/or information itself or make access thereto impossible. Furthermore, in case of a breach or imminent breach of the provision of Article 59.1, the Supplier is entitled to immediately and without prior notice deny access to its systems to the Customer. The foregoing does not prejudice any other measures or the exercise of other legal and contractual rights by the Supplier against the Customer. In such a case, the Supplier is also entitled to terminate the agreement with immediate effect, without being liable to the Customer for this.

59.3 The Supplier cannot be required to form an opinion on the validity of claims by third parties or the defense of the Customer, or to be involved in any way in a dispute between a third party and the Customer. The Customer shall, in this regard, communicate and provide the Supplier with written and properly substantiated information, including documentation, regarding the matter with the relevant third party.

11 Purchase of Hardware and Software

The provisions included in this chapter 'Purchase of Hardware and Software' are applicable, in addition to the General Provisions of these general terms and conditions, if the supplier sells equipment/software licenses of any kind and/or other items (material objects) to the customer.

60 Purchase and Sale

60.1 Supplier sells the equipment/software licenses and/or other items in the quantity and nature as agreed upon in writing. Supplier applies a handling fee of 15% on the purchase prices known to them.

60.2 Supplier does not warrant that the equipment/software licenses and/or items are suitable for the actual and/or intended use upon delivery, unless the intended uses are clearly and unreservedly specified in the written agreement.

60.3 The sales obligation of the supplier does not include installation and installation materials, software, consumables, batteries, cables, and accessories.

60.4 Supplier does not warrant that the installation, installation, and usage instructions associated with the equipment and/or items are error-free and that the equipment and/or items possess the characteristics stated in these instructions.

60.5 For software licenses, unless otherwise agreed, these are entered into for a period of one year.

61 Delivery

61.1 The equipment and/or items sold by the supplier to the customer will be delivered to the customer ex- warehouse. Supplier will deliver the items sold to the customer (or have them delivered) to a location designated by the customer if this is agreed upon in writing. In that case, the supplier shall inform the customer, if possible in a timely manner prior to delivery, of the time at which they or the appointed carrier intend to deliver the equipment and/or items.

61.2 The costs of transport, insurance, hoisting and lifting work, hiring of temporary facilities, etc., are not included in the purchase price and will be charged to the customer as applicable.

61.3 If the customer requests the supplier to remove or destroy old materials (such as networks, cabinets, cable ducts, packaging materials, equipment, or data on equipment), or if the supplier is legally obliged to do so, the supplier may accept this request by means of a written order at their usual rates. If and to the extent that it is not legally permissible for the supplier to demand payment of a fee (e.g., within the framework of the so-called 'old-for-new scheme'), they shall not request this fee from the customer in such cases.

61.4 If agreed upon in writing by the parties, the supplier will install, configure, and/or connect the equipment and/or items. The supplier's obligation to install and/or configure equipment does not include data conversion or software installation. The supplier is not responsible for obtaining any necessary permits.

61.5 Supplier is always entitled to execute the agreement in partial deliveries.

62 Trial Setup

62.1 Only if agreed upon in writing, will the supplier be obliged to provide a trial setup for the equipment in which the customer is interested. The supplier may attach (financial) conditions to a trial setup. A trial setup involves the temporary placement of equipment in a standard configuration, excluding accessories, in a space provided by the customer, before the customer definitively decides whether or not to purchase the respective equipment. The customer is liable for the use, damage, theft, or loss of equipment that is part of a trial setup.

63 Environmental Requirements

63.1 Customer ensures an environment that meets the requirements specified by the supplier for the equipment and/or items, including but not limited to temperature, humidity, and technical environmental requirements.

63.2 Customer ensures that work to be carried out by third parties, such as construction work, is performed adequately and in a timely manner.

64 Warranty

64.1 Supplier will make every effort to rectify, free of charge and within a reasonable period, any material or manufacturing defects in the sold equipment and/or other sold items, as well as in parts supplied by the supplier under warranty, if these defects are reported to the supplier in detail within three months of delivery. If, in the reasonable opinion of the supplier, repair is not possible, will take too long, or if repair is associated with disproportionately high costs, the supplier is entitled to replace the equipment and/or items free of charge with other similar, but not necessarily identical equipment and/or items. Data conversion necessary as a result of repair or replacement is not covered by the warranty. All replaced parts become the property of the supplier. The warranty obligation expires if defects in the equipment, items, or parts are wholly or partly the result of incorrect, careless, or inexpert use, external causes such as fire or water damage, or if the customer makes or allows modifications to the equipment or parts supplied by the supplier under warranty without the supplier's permission. The supplier will not unreasonably withhold such permission.

64.2 Any other or further claims by the customer regarding non-conformity of the delivered equipment and/or items than those specified in article 64.1 are excluded.

64.3 Costs of work and repairs outside the scope of this warranty will be charged by the supplier at their usual rates.

64.4 Supplier has no obligation under the purchase agreement regarding errors and/or other defects reported after the expiry of the warranty period referred to in article 64.1.

12 Rental of Equipment

The provisions included in this chapter 'Rental of Equipment' are applicable, in addition to the General Provisions of these general terms and conditions, if the supplier rents out equipment of any kind to the customer.

65 Rental and Leasing

65.1 Supplier leases to the customer the equipment mentioned in the lease agreement and the accompanying user documentation.

65.2 The rental does not include the provision of software on separate data carriers and the consumables necessary for the use of the equipment, such as batteries, ink cartridges, toner cartridges, cables, and accessories.

65.3 The rental commences on the day the equipment is made available to the customer.

66 Pre-Inspection

66.1 Before or at the time of making the equipment available, the supplier may, by way of pre-inspection in the presence of the customer, draw up a description of the condition of the equipment, stating any observed defects. The supplier may require the customer to sign the prepared report with this description before providing the equipment to the customer for use. Defects in the equipment mentioned in that report are the responsibility of the supplier. Upon identification of defects, the parties will agree on whether and how the defects mentioned in the report will be rectified and the timeframe for such rectification.

66.2 If the customer does not cooperate properly with the pre-inspection as referred to in Article 66.1, the supplier has the right to conduct this inspection in the absence of the customer and prepare the report themselves. This report is binding on the customer.

66.3 If no pre-inspection is conducted, the customer is deemed to have received the equipment in good and undamaged condition.

67 Use of the Equipment

67.1 The customer will use the equipment solely in accordance with the intended purpose specified in the agreement and at the locations mentioned in that agreement, for the benefit of their own organization or business. The use of the equipment by or for third parties is not permitted. The right to use the equipment is not transferable. The customer is not allowed to sublet the equipment to a third party or otherwise allow a third party to use it (jointly).

67.2 The customer will install, configure, connect, and make the equipment ready for use themselves.

67.3 The customer is not allowed to use the equipment or any part thereof as collateral or security or otherwise dispose of it.

67.4 The customer will use the equipment carefully and as a good custodian. The customer will take sufficient measures to prevent damage. In case of damage to the equipment, the customer will promptly notify the supplier thereof. In all cases, the customer is liable to the supplier for damage to or theft, loss, or misappropriation of the equipment during the rental period.

67.5 The customer will not alter or add to the equipment in any way. If changes or additions are made in any case, the customer will undo or remove them by the end of the rental period.

67.6 Between the parties, defects in changes and additions made to the equipment by or on behalf of the customer and all defects resulting from those changes or additions are not considered defects within the meaning of Article 7:204 of the Dutch Civil Code. The customer has no claim against the supplier for these defects. The supplier is not obliged to repair or maintain these defects.

67.7 The customer has no claim to any compensation for changes made by the customer to, or additions made to, the rented equipment that have not been undone or removed by or after the end of the rental agreement, for any reason.

67.8 The customer will immediately notify the supplier in writing of any attachment to the equipment, stating the identity of the attaching creditor and the reason for the attachment. The customer will promptly provide the attaching bailiff with access to the lease agreement.

68 Maintenance of Leased Equipment

68.1 The customer will not maintain the leased equipment themselves or have it maintained by a third party.

68.2 The customer will promptly notify the supplier in writing of any defects observed in the leased equipment. The supplier will make every effort to rectify, by way of corrective maintenance, the defects in the equipment that are their responsibility, within a reasonable period. The supplier is also entitled, but not obliged, to perform preventive maintenance on the equipment. If requested by the supplier, the customer will allow the supplier to perform corrective and/or preventive maintenance. The parties will discuss the days and times of maintenance in good consultation beforehand. During the maintenance period, the customer is not entitled to replacement equipment.

68.3 Excluded from the obligation to repair defects are:

• Defects accepted by the customer upon entering into the rental agreement;
• Repair of defects resulting from external causes;
• Defects attributable to the customer, their employees, and/or third parties engaged by the customer;
• Defects resulting from careless, incorrect, or unwise use or use contrary to the documentation;
• Defects related to the use of non-recommended or unauthorized parts or consumables;
• Defects resulting from the use of the equipment contrary to its intended purpose;
• Defects resulting from unauthorized changes or additions made to the equipment.

68.4 If the supplier repairs the defects referred to in the preceding paragraph or has them repaired, the customer is liable for the associated costs at the supplier's usual rates.

68.5 The supplier is always entitled to choose not to repair defects and to replace the equipment with other similar, but not necessarily identical, equipment.

68.6 The supplier is never obliged to repair or reconstruct lost data.

69 Final Inspection and Return

69.1 At the end of the rental agreement, the customer will return the equipment to the supplier in its original condition. The customer will also delete any data from the equipment. Transportation costs associated with the return are borne by the customer.

69.2 Before or no later than the last working day of the rental period, the customer will cooperate in a joint final inspection of the condition of the equipment. A report of the findings will be drawn up jointly by the parties and signed by both parties. If the customer does not cooperate in this final inspection, the supplier is entitled to conduct this inspection in the absence of the customer and prepare the report themselves. This report is binding on the customer.

69.3 The supplier is entitled to have defects identified in the final inspection report that are reasonably the responsibility of the customer repaired at the expense of the customer. The customer is liable for any damages suffered by the supplier due to temporary unusability or further unrentability of the equipment.

69.4 If, at the end of the rental period, the customer has not undone any changes made to the equipment by them or has not removed any additions made to it, it is deemed between the parties that the customer has waived any right to those changes and/or additions.

13 Equipment Maintenance

The provisions included in this chapter 'Equipment Maintenance' are applicable, in addition to the General Provisions of these general terms and conditions, if the supplier maintains equipment of any kind for the benefit of the customer.

70 Maintenance Services

70.1 The supplier carries out maintenance regarding the equipment mentioned in the agreement, provided that the equipment is installed in the Netherlands.

70.2 During the period in which the supplier has the equipment under maintenance, the customer has no right to temporary replacement equipment.

70.3 The content and scope of the maintenance services to be provided and any associated service levels will be documented in a written agreement. In the absence thereof, the supplier is obliged to make reasonable efforts to rectify malfunctions properly reported by the customer to the supplier in writing within a reasonable period. In this chapter of the general terms and conditions, a 'malfunction' means the failure of the equipment to meet the specifications of that equipment as expressly communicated in writing by the supplier. There is only a malfunction if the customer can demonstrate this malfunction and if the relevant malfunction can also be reproduced. The supplier is also entitled, but not obliged, to preventive maintenance.

70.4 Immediately after a malfunction occurs with the equipment, the customer shall notify the supplier thereof by means of a detailed written description.

70.5 The customer shall provide all cooperation requested by the supplier for maintenance, such as temporarily suspending the use of the equipment. The customer is obligated to grant access to the location of the equipment to the personnel of the supplier or third parties designated by the supplier, to provide all other necessary cooperation, and to make the equipment available to the supplier for maintenance.

70.6 Before offering the equipment to the supplier for maintenance, the customer shall ensure that a complete and properly functioning backup is made of all software and data stored in or on the equipment.

70.7 At the request of the supplier, a knowledgeable employee of the customer shall be present for consultation during maintenance work.

70.8 The customer is authorized to connect equipment and systems not supplied by the supplier to the equipment and to install software on it.

70.9 If, in the opinion of the supplier, it is necessary for the maintenance of the equipment to test the connections of the equipment with other equipment or with software, the customer shall make the relevant other equipment and software available to the supplier, as well as the test procedures and information carriers.

70.10 The test material necessary for maintenance that is not part of the standard equipment of the supplier shall be provided by the customer.

70.11 The customer bears the risk of loss, theft, or damage to the equipment during the period in which the supplier has it for maintenance. It is up to the customer to insure this risk.

71 Maintenance Fee

71.1 The maintenance fee does not include:

• Costs of (replacing) consumables such as batteries, stamps, ink cartridges, toner items, cables, and accessories;
• Costs of (replacing) parts as well as maintenance services for the repair of malfunctions that are wholly or partially caused by attempts at repair by parties other than the supplier;
• Work related to the revision of the equipment;
• Modifications to the equipment;
• Relocation, moving, reinstallation, or transportation costs for repairing equipment or work resulting from these actions.

71.2 The maintenance fee is due regardless of whether the customer is using the equipment or availing themselves of the opportunity for maintenance.

72 Exclusions

72.1 Work for the examination or repair of malfunctions resulting from or related to user errors, improper use of the equipment, or external causes, such as defects in the internet, data network connections, power supplies, or links with equipment, software, or materials not covered by the maintenance agreement, are not the supplier's obligations under the maintenance agreement.

72.2 Not included in the supplier's maintenance obligations are:

• Examination or repair of malfunctions resulting from or related to changes in the equipment other than those made by or on behalf of the supplier;
• Use of the equipment in violation of the applicable terms and conditions and the failure of the customer to have the equipment serviced promptly. Examination or repair of malfunctions related to installed software on the equipment are also not included in the supplier's maintenance obligations.

72.3 The supplier may charge the customer for maintenance and/or investigation costs incurred in connection with the provisions set forth in articles 72.1 and/or 72.2 according to its usual rates (in addition).

72.4 The supplier is never obligated to repair data that has been mutilated or lost due to malfunctions and/or maintenance