{"id":10461,"date":"2025-06-25T13:03:49","date_gmt":"2025-06-25T13:03:49","guid":{"rendered":"https:\/\/usn.nl\/?page_id=10461"},"modified":"2025-06-25T13:05:03","modified_gmt":"2025-06-25T13:05:03","slug":"terms-and-conditions","status":"publish","type":"page","link":"https:\/\/usn.nl\/en\/algemene-voorwaarden\/","title":{"rendered":"Terms and Conditions"},"content":{"rendered":"<section class=\"l-section wpb_row height_custom\"><div class=\"l-section-h i-cf\"><div class=\"g-cols vc_row via_grid cols_1 laptops-cols_inherit tablets-cols_inherit mobiles-cols_1 valign_top type_default stacking_default\"><div class=\"wpb_column vc_column_container\"><div class=\"vc_column-inner\"><div class=\"wpb_text_column us_custom_e113e140\"><div class=\"wpb_wrapper\"><p><strong>TERMS AND CONDITIONS<\/strong> <em>Unix Support Nederland B.V., a company established under Dutch law, having its registered office at Laan van Kronenburg 14, (1183AS) in Amstelveen, and registered with the Chamber of Commerce under registration number 27152479, (hereinafter: Supplier).<\/em> <strong>Section A. General provisions<\/strong> <strong>Article 1. Applicability<\/strong><\/p>\n<ol>\n<li>These General Terms and Conditions USN (hereinafter also to be referred to as: these terms) apply to all offers and agreements for which Supplier delivers goods and\/or services, of whatever nature and under whatever name, to client.<\/li>\n<li>These terms consist of various parts. The terms under Section \u2018A. General\u2019 apply in all cases. For Software, Software Development, and Secondment Services, in addition to and in derogation thereof, the provisions of Sections B, C and D will apply.<\/li>\n<li>These terms may only be departed from or supplemented if agreed by the parties in writing.<\/li>\n<li>The applicability of any of the client\u2019s purchase or other terms is explicitly excluded.<\/li>\n<li>If and insofar as the Supplier makes products or services of third parties available to the Client or grants access to these products or services, including open source, the terms and conditions of the third parties in question shall apply to these products or services in the relationship between the Supplier and the Client and shall supersede any provisions in these terms and conditions that deviate from those third-party terms and conditions, provided that the Client has been informed by the Supplier about the applicability of the (licensing or sales) terms and conditions of those third parties and the Client has been given a reasonable opportunity to take note of these terms and conditions. Contrary to the preceding sentence, the Client cannot invoke a failure on the part of the Supplier to fulfil the aforementioned obligation if the Client is a party as referred to in Article 6:235 paragraph 1 or paragraph 3 of the Dutch Civil Code.<\/li>\n<li>If and insofar as the terms of third parties in the relationship between the client and the Supplier referred to above prove to be inapplicable or are declared inapplicable for any reason whatsoever, these terms apply in full.<\/li>\n<li>If any provision of these terms is or becomes void or is annulled, the other provisions of these terms shall remain fully applicable and effective. In that situation, the Supplier and client will consult to arrange for new provisions that, as much as possible, have the same purpose as, and will replace, the provisions that are void or have been annulled.<\/li>\n<li>Without prejudice to the provisions of Article 1.5, the provisions of these terms shall prevail if a conflict arises concerning any of the arrangements made by the parties, unless the parties have explicitly departed from these terms in writing, with reference to these terms. In the event of a conflict between the provisions of different sections of these terms, the provisions of an earlier section shall apply, unless the parties have explicitly agreed otherwise.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 2. Offers<\/strong><\/p>\n<ol>\n<li>All of the Supplier's offers and other forms of communication are without obligation, unless the Supplier indicates otherwise in writing. The Client guarantees the correctness and completeness of the information provided, with the exception of obvious typing errors, by or on behalf of the Client to the Supplier, and on which information the Supplier has based its offer.<\/li>\n<\/ol>\n<p>\u00a0 \u00a0 <strong>Article 3. Price and Payment<\/strong><\/p>\n<ol>\n<li>The prices are exclusive of turnover tax (VAT) and other product or service-specific levies imposed by the authorities. All prices quoted by the Supplier are in euros and the client must pay in euros.<\/li>\n<li>The client cannot derive any rights or expectations from any cost estimate or budget issued by the Supplier, unless the parties have agreed otherwise in writing. A budget communicated by the client is only considered a (fixed) price agreed upon by the parties if this has been explicitly agreed in writing.<\/li>\n<li>All services are provided on the basis of the applicable hourly rate, unless the parties have explicitly agreed otherwise in writing.<\/li>\n<li>If, according to the contract concluded between the parties, the client consists of several natural persons and\/or legal entities, each of these natural persons and\/or legal entities shall be jointly and severally liable towards the Supplier for performance of the contract.<\/li>\n<li>The Supplier shall be entitled to adjust prices and rates on an annual basis, in writing and in accordance with the CBS (Dutch Central Statistics Bureau) Consumer Price Index figure (series: all households 2015 = 100). The Supplier is also entitled to adjust the applicable prices and rates in writing, with due observance of a notice period of at least three months. If the client does not agree to the adjustment in this latter case, the client shall be entitled to terminate (in Dutch: <em>Cancel<\/em>in writing within thirty days of receiving notice of the adjustment, with such termination taking effect on the date from which the new prices and\/or rates would commence.<\/li>\n<li>Information from the Supplier's records shall count as conclusive evidence with respect to the activities delivered by the Supplier and the amounts owed, without prejudice to the client's right to produce evidence to the contrary.<\/li>\n<li>In their agreement, the parties shall set out the date or dates on which the Supplier invoices the fee for the activities agreed upon with the client. Any sums due shall be paid by the client in accordance with the payment terms agreed upon or as stated in the invoice. The client is neither entitled to suspend any payments nor to set off any of the sums due.<\/li>\n<li>If the client fails to pay amounts due, or fails to do so on time, the client shall owe statutory interest for commercial contracts on the outstanding amount, without a demand for payment or a notice of default being required. If the client fails to pay the amount due after a demand for payment or a notice of default has been issued, the Supplier shall be entitled to refer the debt for collection, in which case the client must pay all judicial and extrajudicial costs, including all costs charged by external experts. The foregoing shall be without prejudice to the Supplier\u2019s other legal and contractual rights.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 4. Provision of Service<\/strong><\/p>\n<ol>\n<li>The Supplier shall perform its services under its own direction and supervision and with care to the best of its ability, where applicable in accordance with the arrangements and procedures agreed on in writing with the Client. All services provided by the Supplier shall be performed on the basis of a best-efforts obligation unless and insofar as the Supplier has explicitly promised a result in the written agreement and the result concerned has been described in the agreement in a sufficiently precise manner.<\/li>\n<li>If the agreement has been entered into with a view to it being performed by one specific person, the Supplier is always entitled to replace this person with one or more persons who have the same and\/or similar qualifications.<\/li>\n<li>The Supplier is not obliged to follow the Client's instructions when performing the services, more particularly not if these instructions change or add to the content or scope of the services agreed upon. If such instructions are followed, however, the activities performed will be charged at the Supplier's applicable rates.<\/li>\n<li>The supplier shall perform its services during working hours (09:00-18:00 CET) and days (Monday to Friday) with the exception of public holidays, unless otherwise agreed in writing.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 5. Term, Termination and Cancellation<\/strong><\/p>\n<ol>\n<li>If and to the extent that the agreement between the parties is a continuing performance contract, the agreement is entered into for the term agreed on by the parties. A term of one (1) year shall apply if no specific term has been agreed on.<\/li>\n<li>The duration of the agreement for a definite period of time is tacitly extended, each time by the period of time originally agreed on with a maximum of one (1) year, unless the client or Supplier should terminate the agreement by serving written notice of termination.<em>in Dutch<\/em>: <em>Cancel<\/em>, providing one (1) month's notice prior to the expiry of the relevant term.<\/li>\n<li>The client is not entitled to terminate (<em>cancel<\/em>an agreement before the end of the term; the client is not entitled to terminate an agreement that ends by completion before it has been completed.<\/li>\n<li><u>Recession<em>dissolution<\/em>)<\/u><\/li>\n<\/ol>\n<p>Each party shall only be authorised to rescind an agreement due to an attributable failure if the other party, in all cases after a written notice of default that is as detailed as possible and that grants a reasonable term to remedy the breach has been issued, is culpably failing to fulfil essential obligations under the agreement. If, at the time of rescission, the client has already used and\/or received goods or services, the associated payment obligations shall not be undone unless the client proves that the Supplier is in default with respect to the essential part of such services. With due regard to the stipulation of the preceding sentence, amounts invoiced by the Supplier prior to rescission shall remain payable in full and shall become immediately due and payable at the time of termination.<\/p>\n<ol start=\"5\">\n<li><u>Termination (<em>in English <\/em><\/u><em><u>termination<\/u><\/em><u>)<\/u><\/li>\n<\/ol>\n<p>Either party may terminate an agreement in writing, in whole or in part, without notice of default being required and with immediate effect, if the other party is granted a moratorium, whether or not provisional, a petition for bankruptcy is filed for the other party or the company of the other party is liquidated or dissolved other than for restructuring or a merger of companies. Supplier may also terminate the agreement, in whole or in part, without notice of default being required and with immediate effect, if a direct or indirect change occurs in the decisive control of the client\u2019s company. Supplier is never obliged to repay any amount in money already received or pay any amount in compensation due to termination as referred to in this paragraph. If client goes irrevocably bankrupt, its right to use services shall end without termination by Supplier being required. <u>\u00a0<\/u> <strong>Article 6. Confidentiality<\/strong><\/p>\n<ol>\n<li>Client and Supplier must ensure that all information received from the other party which the receiving party knows or reasonably ought to know is confidential, is kept secret. This duty of confidentiality shall not apply to Supplier if and insofar as Supplier is required to provide the information concerned to a third party in accordance with a court decision or a statutory requirement, or if and insofar as doing so is necessary for the proper performance of an agreement by Supplier. The party that receives the confidential information may only use it for the purpose for which it was provided. Information shall in any case be deemed to be confidential if it has been qualified as such by one of the parties.<\/li>\n<li>The client acknowledges that software provided by the supplier is always confidential and that this software contains trade secrets belonging to the supplier and its suppliers, or the producer of the software.<\/li>\n<li>During the term of the contract and for one year following its termination, the client shall not employ or otherwise directly or indirectly engage, for the purpose of performing work, employees of the Supplier who are or were involved in the performance of the contract unless the Supplier has given prior written permission. Conditions may be attached to this permission, including the condition that the client must pay reasonable compensation to the Supplier.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 7. Privacy and Data Processing<\/strong><\/p>\n<ol>\n<li>If necessary, in the Supplier\u2019s opinion, for the performance of the agreement, the Client shall, on request, inform the Supplier in writing as to how the Client performs its obligations relating to the protection of personal data.<\/li>\n<li>The Client is fully responsible for the data that it processes when making use of a service provided by the Supplier. The Client guarantees vis-\u00e0-vis the Supplier that the content, use and\/or processing of the data are not unlawful and do not infringe any third party\u2019s rights. The Client indemnifies the Supplier against any claims by a third party instituted, for whatever reason, in connection with these data or the performance of the agreement.<\/li>\n<li>If and insofar as the parties shall process personal data in accordance with the General Data Protection Regulation (GDPR) and the GDPR is applicable, the parties hereby acknowledge that the Supplier is a data processor and the Client is a data controller. In that case, further rights and obligations will be agreed by the parties in a separate Data Processing Agreement, to be provided by the Supplier.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 8. Security<\/strong><\/p>\n<ol>\n<li>If the Supplier is obliged to provide some form of security under the agreement, this protection meets the specifications on security that the parties have agreed on in writing. If the agreement does not include an explicitly defined security method, the security features provided meet a level that is not unreasonable in view of the state of the art, the implementation costs, the nature, scope and context, as known to the Supplier, of the information to be secured, the purposes and the standard use of the Supplier's products and services, and the probability and seriousness of foreseeable risks.<\/li>\n<li>In the event that security features or the testing of security features relate to software, hardware, or infrastructure that has not been supplied by the Supplier to the Client, the Client guarantees that all necessary licences or approvals have been obtained, authorising the performance of such activities. The Supplier shall not be liable for any damage caused by or in relation to the performance of these activities. The Client shall indemnify the Supplier against any claims, for whatever reason, arising from these activities being performed.<\/li>\n<li>The Supplier is entitled to adapt the security measures from time to time if this should be required as a result of a change in circumstances.<\/li>\n<li>The access or identification codes and certificates provided by or on behalf of the Supplier to the client are confidential and must be treated as such by the client, and they may only be disclosed to authorised staff within the client\u2019s own organisation or company. The Supplier is entitled to change the access or identification codes and certificates. The client is responsible for managing these authorisations and for the provision and due revocation of access and identification codes.<\/li>\n<li>The client adequately secures its systems and infrastructure, keeps them adequately secured, and has active antivirus software protection at all times.<\/li>\n<li>The supplier does not guarantee that the security provided under the agreement is effective under all circumstances. In the event of a cyber incident, the client must prove that the incident is attributable to the supplier\u2019s negligence.<\/li>\n<li>The Supplier may provide the Client with instructions concerning security features designed to prevent or minimise incidents, or the consequences of incidents, that could affect security. If the Client fails to follow instructions issued by the Supplier or a relevant public authority, or fails to follow them in a timely manner, the Supplier shall not be liable, and the Client shall indemnify the Supplier against any damage that may arise as a result.<\/li>\n<li>The supplier is at any time permitted to install technical and organisational measures to protect hardware, data files, software made available, software or other works to which the client has been granted access, whether directly or indirectly, also in connection with a restriction agreed upon in the content or the duration of the right to use these objects. The client may not remove or circumvent any of such technical measures or have these removed or circumvented.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 9.    Terms and Deadlines<\/strong><\/p>\n<ol>\n<li>The Supplier shall make reasonable efforts to comply, to the greatest extent possible, with the terms and delivery periods and\/or dates and delivery dates \u2013 whether or not these are deadlines and\/or strict dates \u2013 which it has specified or which have been agreed between the parties. The interim dates and delivery dates specified by the Supplier or agreed upon by the parties always apply as target dates; they are not binding on the Supplier and are always indicative.<\/li>\n<li>If a deadline or timeframe is likely to be exceeded, the Supplier and the client shall consult with one another to discuss the consequences of the deadline being exceeded in relation to further planning.<\/li>\n<li>In all cases \u2013 therefore, even if the parties have agreed on deadlines and strict delivery periods or dates and delivery dates \u2013 the Supplier shall only be deemed to be in default on the grounds of a term or period of time being exceeded after the client has served the Supplier with a written notice of default and has set a reasonable period of time for the Supplier to remedy the failure to meet its obligations, and this reasonable period has elapsed. The notice of default must describe the Supplier\u2019s failure to fulfil its obligations as comprehensively and in as much detail as possible, so that the Supplier has the opportunity to respond appropriately.<\/li>\n<li>If it has been agreed that the activities to be carried out under the agreement must be carried out in phases, the Supplier is entitled to postpone the start of the activities for the next phase until the client has approved the results of the preceding phase in writing.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 10.   Intellectual Property<\/strong><\/p>\n<ol>\n<li>All intellectual property rights to the software, training and all other materials developed or made available to the client under an agreement are held exclusively by the Supplier, its licensors or its suppliers, unless otherwise expressly agreed in writing.<\/li>\n<li>The Client is granted only the rights of use set out in these terms or in the agreement entered into by the parties in writing. Any right of use granted to the Client is non-exclusive and may not be transferred, pledged or sub-licensed.<\/li>\n<li>If, and to the extent that, the Supplier is prepared to undertake to transfer an intellectual property right, such undertaking may only be explicitly set out in writing. If the parties agree in writing that an intellectual property right relating to software, data files or other works or materials specifically developed for the client is transferred to the client, this shall not affect the Supplier\u2019s rights or options to use and\/or exploit, either for itself or for third parties and without any restriction, the parts, designs, algorithms, documentation, works, protocols, standards and the like on which the developments referred to are based for other purposes. The Supplier is also entitled to use and\/or exploit, either for its own purposes or for third parties and without any restrictions, the general principles, ideas and programming languages that have been used as a basis for creating or developing any work for other purposes. The transfer of an intellectual property right does not affect the Supplier\u2019s right to continue developing, either for itself or for third parties, software \u2013 or elements of software \u2013 that are similar to or derived from software \u2013 or elements of software \u2013 that have been or are being developed for the client.<\/li>\n<li>The client is not permitted to remove or alter any indication regarding the confidential nature of the software, data files, or materials, or concerning copyrights, brands, trade names, or any other intellectual property rights pertaining to the software, data files, or other materials, nor shall they have any such indication removed or altered.<\/li>\n<li>The Supplier shall indemnify the Client against any claim by a third party based on the allegation that software, data files or other materials developed by the Supplier itself infringe an intellectual property right of that third party, provided always that the client promptly informs the Supplier in writing of the existence and content of the claim and leaves the settlement of the claim, including any arrangements to be made in this context, entirely to the Supplier\u2019s discretion. To this end, the client shall provide the Supplier with the necessary powers of attorney and information and shall render the assistance required by the Supplier to defend itself against such claims.<\/li>\n<li>The Client guarantees that no third-party rights prevent the provision of hardware, software, data files and\/or other materials, designs and\/or other works to the Supplier for the purposes of use, maintenance, processing, installation or integration; this guarantee also covers the Client\u2019s possession of the relevant licences. The Client shall indemnify the Supplier against any claim by a third party based on the allegation that making any of the aforementioned available and\/or the use, maintenance, processing, installation or integration thereof infringes a right of that third party.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 11.   Retention of Title, Reservation of Rights and Suspension<\/strong><\/p>\n<ol>\n<li>All goods delivered to the client shall remain the property of the supplier until all sums due by the client to the supplier under the agreement entered into by the parties have been paid to the supplier in full.<\/li>\n<li>Where applicable, rights are granted or transferred to the client subject to the condition that the client has paid all sums due under the agreement.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 12.   Transfer of Risk<\/strong><\/p>\n<ol>\n<li>The risk of loss, theft, misappropriation or damage to goods, information (including usernames, codes and passwords), documents, software or data files created for, delivered to or used by the client in the context of the performance of the agreement shall pass to the client at the moment these are placed under the actual control of the client or a person acting on the client\u2019s behalf.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 13.   Cooperation<\/strong><\/p>\n<ol>\n<li>The parties acknowledge that the success of the work depends on proper and timely mutual cooperation. A party shall always provide, in a timely manner, all cooperation reasonably required by the other party.<\/li>\n<li>The client bears the risk of selecting goods and\/or services to be provided by the Supplier. The client always takes the utmost care to ensure that the requirements that the Supplier must meet are accurate and complete.<\/li>\n<li>Unless otherwise agreed in writing, the client is itself responsible for the hardware, infrastructure and auxiliary software, and ensures that the (auxiliary) software for its own hardware is installed, organised, parameterized and tuned, and, where required, that the hardware, other (auxiliary) software and the operating environment used are modified and kept updated, and that the interoperability desired by the client is effected.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 14.   Liability<\/strong><\/p>\n<ol>\n<li>The supplier's total liability for any breach of the agreement, or arising from any other legal basis whatsoever, expressly including any failure to meet a guarantee or indemnification obligation agreed upon with the client, is limited to the compensation of damages as described in more detail in this article.<\/li>\n<li>Direct damage is limited to a maximum of the price stipulated for the agreement in question (excluding VAT). If the agreement is primarily a contract for ongoing services with a duration of more than one year, the price stipulated for the agreement is set at the total sum of the payments (excluding VAT) stipulated for one year. In no event shall the Supplier\u2019s total liability for any direct damage, on any legal basis whatsoever, exceed EUR 20,000 (twenty thousand euros).<\/li>\n<li>The Supplier\u2019s total liability for any damage arising from death or personal injury, or arising from damage to goods, is limited to EUR 1,250,000.- (one million two hundred and fifty thousand euros).<\/li>\n<li>Liability for indirect damage, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims made by the client's clients, loss arising from the use of goods, materials, or software of third parties prescribed by the client to the supplier, and any damage and loss arising from contracting suppliers recommended by the client to the supplier is excluded. Liability for corruption, destruction, or loss of data or documents is also excluded.<\/li>\n<li>The exclusions and limitations of the Supplier\u2019s liability set out in Articles 14.2 to 14.4 inclusive are without prejudice to the other exclusions and limitations of the Supplier\u2019s liability set out in these terms.<\/li>\n<li>The exclusions and limitations referred to in Articles 14.2 to 14.5 inclusive shall cease to apply if, and to the extent that, the damage is caused by wilful misconduct or gross negligence on the part of the Supplier\u2019s management.<\/li>\n<li>Unless performance by the Supplier is permanently impossible, the Supplier shall be solely liable for any attributable failure to perform an agreement if the client promptly serves the Supplier with a written notice of default, granting the Supplier a reasonable period of time to remedy the breach, and the Supplier still fails, through its own fault, to fulfil its obligations after that reasonable period has elapsed. The notice of default must describe the Supplier\u2019s failure as comprehensively and in as much detail as possible so that the Supplier has the opportunity to respond adequately.<\/li>\n<li>The right to compensation for damages arises only if the client reports the damage to the Supplier in writing as soon as possible after the damage has occurred. Any claim for compensation for damages brought against the Supplier shall lapse upon the expiry of a period of twenty-four months following the date on which the claim arose, unless the client has commenced legal proceedings for damages prior to the expiry of this period.<\/li>\n<li>The Client shall indemnify the Supplier against any and all claims by third parties arising from product liability due to a defect in a product or system which the Client supplied to a third party and which consisted in part of hardware, software or other materials supplied by the Supplier, unless and insofar as the Client is able to prove that the loss was caused by the hardware, software or other materials referred to.<\/li>\n<li>The provisions of this article and all other exclusions and limitations of liability referred to in these terms also apply in favour of all natural persons and legal entities<\/li>\n<\/ol>\n<p><strong>\u00a0<\/strong> <strong>Article 15.   Force Majeure<\/strong><\/p>\n<ol>\n<li>None of the parties shall be obliged to fulfil any obligation, including any statutory and\/or agreed warranty obligation, if it is prevented from doing so by force majeure. Force majeure on the part of the Supplier means, amongst other things:<\/li>\n<li>force majeure or a failure on the part of the Supplier\u2019s suppliers to fulfil their obligations properly;<\/li>\n<li>defects in items, equipment, software or materials supplied by third parties, the use of which was specified to the Supplier by the client;<\/li>\n<li>government measures;<\/li>\n<li>power cuts;<\/li>\n<li>internet, data network or telecommunication facilities failures;<\/li>\n<li>war; and,<\/li>\n<li>general transport problems.<\/li>\n<li>Either of the parties shall have the right to rescind the agreement and\/or any other agreement in writing if a situation of force majeure persists for more than 60 days. In such an event, that which has already been performed shall be paid for on a proportional basis without the parties owing each other anything else.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 16.\u00a0\u00a0 Adjustments and Extra Work<\/strong><\/p>\n<ol>\n<li>If, at client\u2019s request or after client\u2019s prior consent, Supplier has performed activities or has delivered goods or services that are outside the scope of the agreed activities and\/or delivery of goods or services, client is charged for these activities or for these goods or services on the basis of the agreed rates or, if no rates have been agreed on by parties, on the basis of Supplier\u2019s applicable rates.<\/li>\n<li>Client realizes that adjustments and extra work (may) result in terms and delivery periods and\/or dates and delivery dates being postponed. Any new terms and delivery periods and\/or dates and delivery dates indicated by Supplier replace the previous terms and delivery periods and\/or dates and delivery dates.<\/li>\n<li>If and insofar as a fixed price has been agreed on for the agreement, Supplier informs client, at client\u2019s request and in writing, about the financial consequences of the extra work or additional delivery of goods or services referred to in this article.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 17.\u00a0\u00a0 Service Level Agreement<\/strong><\/p>\n<ol>\n<li>Arrangements about a service level are exclusively agreed on in writing in a Service Level Agreement (SLA). Client promptly informs Supplier about any circumstances that may affect the service level or its availability.<\/li>\n<li>If any arrangements have been made about a service level, the availability of software, systems and related services is always measured in such a way that unavailability due to preventive, corrective or adaptive maintenance service or other forms of service that Supplier has notified client of in advance and circumstances beyond Supplier\u2019s control are not taken into account. Subject to proof to the contrary offered by client, the availability measured by Supplier is considered conclusive.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 18.\u00a0\u00a0 Backups<\/strong><\/p>\n<ol>\n<li>If and insofar the services provided to client under the agreement include making backups of client\u2019s data, Supplier makes a complete backup of client\u2019s data in its possession, with due observance of the periods of time agreed on in writing, or once a week if such terms have not been agreed on. Supplier keeps the backup for the duration of the agreed term or for the duration of Supplier\u2019s usual term if no further arrangements have been made in this regard. Supplier keeps the backup with due care and diligence.<\/li>\n<li>Client itself remains responsible for complying with all the applicable statutory obligations with respect to keeping records and data retention.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 19.\u00a0\u00a0 Varia<\/strong><\/p>\n<ol>\n<li>The client may not sell, transfer or pledge its rights and obligations under an agreement to a third party, unless otherwise agreed in writing.<\/li>\n<li>Supplier may make amendments to these terms and conditions. In case of an amendment, Supplier will give client at least 30 days notice thereof. An amendment will be considered to be accepted by client and will enter into force on the date determined by Supplier, if client does not reject the amendment within 30 days following the notification thereof. If client rejects the amendment, Supplier will be entitled to terminate the agreement by giving at least 30 days notice of termination with effect from the end of a calendar month. In that case Supplier shall refund all amounts prepaid by\u00a0client and are no longer due.<\/li>\n<li>Supplier is entitled to sell, transfer or pledge its payment claims to a third party.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 20.\u00a0\u00a0 Applicable Law and Disputes<\/strong><\/p>\n<ol>\n<li>Agreements between the Supplier and client are governed by Dutch law. Applicability of the Vienna Convention 1980 (The United Nations Convention on Contracts for the International Sale of Goods (CISG)) is excluded.<\/li>\n<li>Disputes that arise as a result of the agreement between the parties and\/or as a result of further agreements that result therefrom, will be submitted exclusively to the court of Amsterdam, The Netherlands.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Section B.\u00a0\u00a0 Software<\/strong> <em>The provisions in this section \u2018Software\u2019 apply, apart from the General provisions of these terms, if Supplier makes software and apps available to client for use, together with the relevant data or databases and\/or user documentation for this software\u2013 in these\u00a0 terms together to be referred to as \u2018Software\u2019 \u2013 other than on the basis of Software as a Service.<\/em> \u00a0 <strong>\u00a0Article 21.\u00a0 Right to Use<\/strong><\/p>\n<ol>\n<li>Supplier makes the Software agreed on available for use by client on the basis of a user licence and for the term of the agreement. The right to use the Software is non-exclusive, nontransferable, non-pledgeable and non-sublicensable.<\/li>\n<li>Supplier\u2019s obligation to make the Software available and client\u2019s right to use the Software exclusively extend to the so-called object code of the Software. Client\u2019s right to use the Software does not pertain to the Software\u2019s source code. The source code of the Software and the technical documentation drafted when the Software was developed are not made available to client, not even if client is prepared to pay a financial compensation.<\/li>\n<li>If parties have agreed that the Software may only be used in combination with particular hardware and this hardware has a malfunction, client is entitled to use the Software on other hardware with the same qualifications during the period of time that the original hardware remains defective.<\/li>\n<li>Parties agree that the agreement entered into by parties is never seen as a purchase agreement where it is related to making Software available for use.<\/li>\n<li>Supplier is not obliged to maintain the Software and\/or provide support to users and\/or administrators of the Software. If, contrary to the foregoing, Supplier is asked to perform maintenance activities and\/or provide support for the software, Supplier may require that client should enter into a separate, written agreement for this purpose.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 22.\u00a0\u00a0 Restrictions on Use<\/strong><\/p>\n<ol>\n<li>The Software shall only be used on one machine. In the event of any malfunction or change of the machine, client shall notify Supplier timely in advance.<\/li>\n<li>Supplier may require that client should only start using the Software after it has received one or more codes needed for the use from Supplier, from Supplier\u2019s supplier or from the producer of the Software.<\/li>\n<li>Client is only entitled to use the Software in and for its own organisation or company and only insofar as required for the intended use. Client does not use the Software for the benefit of third parties, for example in the context of Software-as-a-Service (SaaS) or outsourcing.<\/li>\n<li>Client is never entitled to sell, lease or alienate, or grant limited rights to, or make the software and the carriers on which the software is or will be recorded available to third parties, in any way whatsoever, for whatever purpose or under whatever title. Neither is client entitled to grant, whether or not remotely (online), a third party access to the software or place the software with a third party for hosting, not even if the third party concerned exclusively uses the Software in client\u2019s interest.<\/li>\n<li>Client may never reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.<\/li>\n<li>If so requested, client promptly renders assistance in any investigation into compliance with the agreed restrictions on use to be carried out by or on behalf of Supplier. At Supplier\u2019s first request, client grants Supplier access to its buildings and systems. Insofar as such information does not concern the use of the Software itself, Supplier observes secrecy with respect to all confidential business information that it obtains from client or at client\u2019s business location in the context of an investigation.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 23.\u00a0\u00a0 Delivery and Installation<\/strong><\/p>\n<ol>\n<li>At its discretion, Supplier either delivers the Software on the agreed type of data carrier or, if no arrangements have been made in this regard, on a type of data carrier determined by Supplier, or makes the Software online available to client. At Supplier\u2019s discretion, any agreed user documentation is made available in hardcopy or digital form, in a language determined by Supplier.<\/li>\n<li>Supplier only installs the Software at client\u2019s business premises if this has been agreed on. If no arrangements have been made in this respect, client itself is responsible for installing, designing, parameterising, tuning and, if necessary, for modifying the hardware and operating environment used.<\/li>\n<\/ol>\n<p><strong>\u00a0<\/strong> <strong>Article 24.\u00a0\u00a0 Acceptance<\/strong><\/p>\n<ol>\n<li>If parties have not agreed on an acceptance test, client accepts the Software in the state that it is in when delivered (\u2018as is, where is\u2019), therefore, with all visible and invisible errors and defects. If this should be the case, the Software is deemed to have been accepted by client upon delivery or, if installation by Supplier has been agreed on in writing, upon completion of the installation.<\/li>\n<li>If an acceptance test has been agreed on by parties, the provisions of articles 24.3 up to and including 24.10 apply.<\/li>\n<li>Where these terms refer to \u2018error\u2019 this is understood to mean a substantial failure of the Software to meet the functional or technical specifications of the Software explicitly made known by Supplier in writing and, if all or part of the Software is customised software, a substantial failure to meet the functional or technical specifications explicitly agreed on in writing. An error only exists if it can be demonstrated by client and if it is reproducible. Client is obliged to report errors without delay. Supplier does not have any other obligation whatsoever with respect to other imperfections in or on the Software than those in relation to errors in the sense of these terms.<\/li>\n<li>If an acceptance test has been agreed on, the test period is fourteen days following delivery or, if installation by Supplier has been agreed on in writing, fourteen days following the completion of installation. During the test period, client may not use the Software for production or operational purposes. Client performs the agreed acceptance test with qualified personnel, to an adequate extent and in sufficient detail.<\/li>\n<li>If an acceptance test has been agreed on, client is obliged to check whether the software delivered meets the functional or technical specifications explicitly made known by Supplier in writing and, if and to the extent that all or part of the Software is customised software, that it meets the functional or technical specifications explicitly agreed on in writing.<\/li>\n<li>If testing on client\u2019s instruction involves personal data being made use of, client ensures that using these data for this purpose is permitted.<\/li>\n<li>The Software is understood to have been accepted:<\/li>\n<li>i) if parties have agreed on an acceptance test: on the first day following the test period, or,<\/li>\n<li>ii) if Supplier receives a test report as referred to in article 24.8 prior to the end of the test period: at the time the errors listed in this test report have been repaired, notwithstanding the presence of errors that, according to article 24.9, do not prevent acceptance, or,<\/li>\n<\/ol>\n<p>iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 if client uses the Software in any way for production or operational purposes: at the time it is put into use for production or operational purposes.<\/p>\n<ol start=\"8\">\n<li>If it should become clear when the agreed acceptance test is carried out that the Software contains errors, client reports the test results to Supplier in writing in a well-ordered, detailed and understandable manner no later than on the last day of the test period. Supplier makes every effort to repair the errors referred to within a reasonable period of time. In this context, Supplier is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions.<\/li>\n<li>Client is neither entitled to refuse to accept the Software for reasons that are not related to the specifications explicitly agreed on in writing by parties nor entitled to refuse to accept the Software because it has minor errors, i.e. errors that do not prevent \u2013 within reason \u2013 the productive or operational use of the Software, all of this without prejudice to Supplier\u2019s obligation to repair these minor errors. Acceptance may not be refused either because of aspects of the Software that can only be assessed subjectively, such as aesthetic aspects of the user interfaces.<\/li>\n<li>If the Software is delivered and tested in phases and\/or parts, non-acceptance of a certain phase and\/or part is without prejudice to the acceptance of a previous phase and\/or a different part.<\/li>\n<li>Acceptance of the Software in one of the ways referred to in this article results in Supplier being discharged of its obligations in the context of making the Software available and delivering it and, if installation of the Software by Supplier has also been agreed on, of its obligations in the context of installing it.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 25.\u00a0\u00a0 Making the Software available<\/strong><\/p>\n<ol>\n<li>Supplier makes the Software available to client within a reasonable period of time after parties have entered into the agreement.<\/li>\n<li>Immediately after the agreement ends, client returns all copies of the Software in its possession to Supplier. If it has been agreed that client is obliged to destroy the relevant copies when the agreement ends, client informs Supplier, promptly and in writing, that the copies have been destroyed. When the agreement ends or after it has ended, Supplier is not obliged to render assistance in any data conversion that client may possibly want to carry out.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 26.\u00a0\u00a0 Payment for the Right to Use the Software<\/strong><\/p>\n<ol>\n<li>The sum due for the right to use is payable by client at the agreed times or, if a time has not been agreed on:<\/li>\n<li>if parties have not agreed that Supplier is responsible for the installation of the Software:<\/li>\n<\/ol>\n<ul>\n<li>upon delivery of the Software; or<\/li>\n<li>in the event periodic payments are due for the right to use, upon delivery of the Software and subsequently when each new term of the right to use commences;<\/li>\n<\/ul>\n<ol>\n<li>if parties have agreed that Supplier is responsible for the installation of the Software:<\/li>\n<\/ol>\n<ul>\n<li>upon completion of that installation;<\/li>\n<li>in the event periodic payments are due for the right to use the Software, upon completion of that installation and subsequently when each new term of the right to use commences.<\/li>\n<\/ul>\n<p>\u00a0 <strong>Article 27.\u00a0\u00a0 Modifications in the Software<\/strong><\/p>\n<ol>\n<li>Except where mandatory statutory provisions should provide otherwise, client is not entitled to modify all or part of the Software without Supplier\u2019s prior written permission. Supplier is entitled to refuse permission or to attach conditions to its permission. Client bears the entire risk of all modifications that it implements \u2013 whether or not with Supplier\u2019s permission \u2013 or that client has implemented by third parties on its instructions.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 28.\u00a0\u00a0 Guarantees<\/strong><\/p>\n<ol>\n<li>Supplier makes reasonable efforts to repair errors in the sense of article 24.3 within a reasonable period of time if these errors are reported, in detail and in writing, to Supplier within a period of three (3) months after delivery or, if an acceptance test was agreed, within three months after acceptance, unless agreed between parties otherwise. Supplier does not guarantee that the Software is suitable for the actual and\/or the intended use. Supplier does not guarantee either that the Software functions without interruptions and\/or that all errors are always repaired. Repairs are carried out free of charge unless the Software was developed on client\u2019s instructions other than for a fixed price, in which case Supplier charges the costs of the repairs to client at its applicable rates.<\/li>\n<li>Supplier may charge the costs of the repairs to client at its applicable rates if such repairs are required as a result of usage errors or client not using the Software properly, or as a result of causes that cannot be attributed to Supplier. The obligation to repair errors ends if client modifies the Software or has such modifications implemented without Supplier\u2019s written permission.<\/li>\n<li>Errors are repaired at a location and in a manner to be determined by Supplier. Supplier is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the Software.<\/li>\n<li>Supplier is never obliged to recover corrupted or lost data.<\/li>\n<li>Supplier does not have any obligation whatsoever, of whatever nature or content, with respect to errors reported after the end of the guarantee period referred to in article 28.1.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Section C.\u00a0\u00a0 Software Development<\/strong> <em>The provisions in this section \u2018Software Development\u00b4 apply, apart from the General provisions of these general terms, if supplier develops and\/or designs software for client and possibly installs the software.<\/em> \u00a0 <strong>Article 29.\u00a0\u00a0 Specifications and Development of Software<\/strong><\/p>\n<ol>\n<li>Development always takes place under an agreement for services. If no specifications or design of the software to be developed have been provided before the agreement is entered into or no specifications or design are provided when the agreement is entered into, parties specify, by consultation and in writing, the software to be developed and the manner in which the software will be developed.<\/li>\n<li>Supplier develops the software with due care and in accordance with the explicitly agreed specifications or design and, where applicable, with due regard for the project organisation, methods, techniques and\/or procedures agreed on in writing with client. Before starting the development activities, supplier may require that client should agree to the specifications or design in writing.<\/li>\n<li>If no specific arrangements have been made in the matter, supplier starts the design and\/or development activities within a reasonable period or time, to be determined by supplier, after the agreement has been entered into.<\/li>\n<li>If parties agree that, apart from development activities, supplier also provides training courses, maintenance and\/or support, supplier may request that client should enter into a separate, written agreement. Supplier charges client separately for these services, at supplier\u2019s applicable rates.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 30.\u00a0\u00a0 Agile Development of Software<\/strong><\/p>\n<ol>\n<li>If parties use an iterative development method \u2013 scrum, for example \u2013 parties accept: (i) that, at the start, the activities are not performed on the basis of complete or fully detailed specifications; and (ii) that specifications which may or may not have been agreed on at the start of the activities, may be adapted during the term of the agreement, in mutual consultation and with due observance of the project approach that forms part of the development method concerned.<\/li>\n<li>Before starting the activities to be performed in the context of the agreement, parties put together one or more teams that consist of representatives of both supplier and client. The team ensures that the communication lines remain short and direct and that consultations take place regularly. Parties provide for the deployment, by both of them, of the capacity agreed on (FTEs) in terms of team members in the roles and with the knowledge and experience and the decision-making powers required to perform the agreement. Parties accept that in order to make the project successful, the capacity agreed on is a minimum requirement. Parties endeavour to keep key staff available that have been deployed in first instance, as much as reasonably possible, until the end of the project, unless circumstances should arise that are beyond parties\u2019 control. During the performance of the agreement, parties jointly decide, by consultation, on the specifications that apply for the following phase of the project \u2013 for example a time box \u2013 and\/or for the development of a following part. Client accepts the risk that the software may not necessarily meet all specifications. Client ensures permanent and active input by and contributions from relevant end users who are supported by client\u2019s organisation or company in the context of, among other things, testing and (further) decision making. Client guarantees expeditiousness in progress-related decisions that have to be made during the performance of the agreement. If client fails to make clear and prompt progress-related decisions in conformity with the project approach that forms part of the relevant development method, supplier is entitled, though not obliged, to make the decisions that supplier considers to be appropriate.<\/li>\n<li>If parties have arranged for one or more test moments, a test exclusively takes place on the basis of objective, measurable criteria agreed on previously, such as confirming to development standards. Errors and other imperfections are only repaired if the responsible team decides so and this will be carried out in a subsequent iteration. If an extra iteration should be required, the costs are at client\u2019s expense. After the last development phase, supplier is not obliged to repair any errors or other imperfections, unless explicitly agreed on otherwise in writing.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 31.\u00a0\u00a0 Delivery, Installation and Acceptance<\/strong><\/p>\n<ol>\n<li>The provisions of article 23 with respect to delivery and installation and article 24 with respect to acceptance apply mutatis mutandis.<\/li>\n<li>Unless supplier is obliged, under the agreement, to host the software for client on its own computer system, supplier either delivers the software to client on a data carrier and in a form determined by supplier, or makes the software online available to client.<\/li>\n<li>If parties make use of a development method as referred to in article 30, the provisions of article 24.1, 24.2, article 24.4 up to and including 24.9, article 24.12 and article 28.1 and 28.5 do not apply. Client accepts the software in the state it is in at the moment the last development phase ends (\u2018as is, where is\u2019).<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 32.\u00a0\u00a0 Right to Use<\/strong><\/p>\n<ol>\n<li>Supplier makes the software developed on client\u2019s instructions, together with the relevant user documentation, available to client for use.<\/li>\n<li>The source code of the software and the technical documentation prepared when the software is developed is only made available to client if this has been agreed in on writing, in which case client is entitled to modify the software.<\/li>\n<li>Supplier is not obliged to make the auxiliary software and program or data libraries required for the use and\/or maintenance of the software available to client.<\/li>\n<li>The provisions of article 21 with respect to the right to use and restrictions on the use apply mutatis mutandis.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 33.\u00a0\u00a0 Payment<\/strong><\/p>\n<ol>\n<li>If no payment scheme has been agreed on, all sums related to the development of software become due and payable, in arrears, per calendar month.<\/li>\n<li>The price for the development activities includes payment for the right to use the software for the term of the agreement.<\/li>\n<li>The payment for the development of the software does not include payment for auxiliary software and program and data libraries, and any installation services and any modifications and\/or maintenance of the software required by client. The payment does not include support services for the users of the software either.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 34.\u00a0\u00a0 Guarantees<\/strong><\/p>\n<ol>\n<li>The provisions of article 28 with respect to guarantees apply mutatis mutandis.<\/li>\n<li>Supplier does not guarantee that the software it has developed function properly on all sorts of new versions of web browser types and possibly other software. Supplier does not guarantee either that the software function properly on all types of hardware.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Section D.\u00a0 Secondment Services<\/strong> <em>The provisions in this section \u2018Secondment services\u2019 apply, apart from the General provisions of these general terms, if Supplier makes one or more professionals \u00a0available to client to perform activities on behalf of client.<\/em> <strong>\u00a0<\/strong> <strong>Article 35.\u00a0\u00a0 Performance of Services<\/strong><\/p>\n<ol>\n<li>Supplier makes the person specified in the agreement (hereinafter: Professional) available to perform activities on behalf of client. The Professional will perform its activities based on client&#8217;s instructions but remains under the direction and supervision of supplier, unless otherwise specified in the agreement.<\/li>\n<li>Supplier shall use best endeavours to execute the agreed assignment to the best of its knowledge and ability with the aid of Professionals who are experts in this respect. However, no obligation of result is vested in Supplier, unless expressly agreed in writing.<\/li>\n<li>Client will provide all reasonable cooperation necessary for the proper execution of the assignment.<\/li>\n<li>If applicable and\/or agreed in writing, client will provide Supplier with all relevant information before the commencement of the assignment, including an accurate description of the required profile of the Professional, the job title, job requirements, working hours, working times, work, workplace, working conditions and the intended duration of the assignment, as well as all applicable terms of employment, as referred to in Section 12a of the Placement of Personnel by Intermediaries Act (in Dutch: Wet allocatie arbeidskrachten door intermediairs (Waadi).<\/li>\n<li>Notwithstanding the provisions of article 5 of these terms, if nothing has been agreed by parties considering the duration of the secondment, the secondment agreement is seen as an agreement for an indefinite period of time, in which case either party must observe a notice period of one calendar month following any initial term of the agreement. Termination by serving notice of termination (opzegging) must be served in writing.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 36.\u00a0\u00a0 Professionals<\/strong><\/p>\n<ol>\n<li>The choice of the Professional, who will execute the work in the context of the assignment, will be made in close consultation between Supplier and client. Supplier retains the right at any time to withdraw a Professional, who has already been nominated, or to replace this Professional by another qualified Professional. Client can only reject a proposal from Supplier for replacement &#8211; if requested in writing stating reasons &#8211; if the replacement Professional does not (to a sufficient extent) meet the job requirements set out.<\/li>\n<li>In addition, Supplier will be entitled at any time to make a proposal to client for the replacement of a Professional by another Professional, which will be for the purpose of its business policy and\/or personnel policy, preservation of job opportunities or compliance with legislation and regulations. Client can only reject such a proposal on reasonable grounds, if requested in writing stating reasons.<\/li>\n<li>If the Professional is replaced by another Professional, the remuneration for the replacement Professional will be determined by Supplier.<\/li>\n<li>Without prior permission in writing from Supplier, client will not be permitted to have the Professional execute work other than as agreed with the assignment, or to have the Professional execute the work abroad.<\/li>\n<li>Supplier will not be in default vis-\u00e0-vis client and will not be obliged to compensate any damage, if Supplier cannot or can no longer deploy a (replacement) Professional at client, alternatively not or no longer in the manner and to the extent as agreed with the assignment or subsequently.<\/li>\n<li>Supplier will not be liable for any damage resulting from the deployment of a Professional, who appears not to meet the requirements set out by client, unless the client submits a complaint in writing to Supplier, within a reasonable period after the commencement of the deployment and the damage suffered by client in this context is directly related to an attributable failure of Supplier in the selection of the Professional.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 37.\u00a0\u00a0 Working Times, Working Hours and Leave of Absence<\/strong><\/p>\n<ol>\n<li>The working hours and working times of the Professional at client will be recorded in the agreement, or as otherwise agreed. The working hours, the working times and the rest periods of the Professional will be equal to the times and hours that are usual in this respect at the client, unless expressly agreed otherwise. Client guarantees that the working hours, rest periods and working times of the Professional will meet the statutory requirements. Client will ensure that the Professional will not exceed the working hours permitted by law and the agreed working times.<\/li>\n<li>Client undertakes to inform Supplier in advance of the commencement of the assignment of any business closures during the term of the assignment.<\/li>\n<li>During the term of the assignment, client will inform Supplier immediately after notification of a business closure, but in any event four weeks prior to the business closure, in the absence of which client will be obliged to pay Supplier the full payment for the duration of the business closure over the number of hours and extra hours per period most recently applicable or usual pursuant to the assignment and the terms and conditions.<\/li>\n<li>The time and the duration of the leave of absence of the Professional will be recorded as binding by Supplier after consultation with<\/li>\n<\/ol>\n<p><strong>\u00a0<\/strong> <strong>Article 38.\u00a0\u00a0 Management and Supervision<\/strong><\/p>\n<ol>\n<li>The work will take place under the instructions of client but under the direction and supervision of supplier, unless expressly agreed otherwise in writing. During the performance of the agreement, client will behave with regard to the Professional\u00a0 in the same careful manner as client is obliged to with regard to client&#8217;s own employees.<\/li>\n<li>The results of the work executed by the Professional will be at the risk of client. Supplier does not accept any liability for the quality of the results of the work, which come into existence under the instructions of client.<\/li>\n<li>Client can only deploy the Professional in derogation from the provisions of the assignment and these Terms and Conditions, if Supplier and the Professional have agreed to this in advance in writing. The employment of the Professional abroad is only possible if this has been agreed in writing with Supplier and after the Professional has agreed thereto in writing.<\/li>\n<li>Client may only second the Professional made available to a third party for the purpose of performing activities under that third party\u2019s direction and supervision if this has been explicitly agreed in writing.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 39.\u00a0\u00a0 Payment<\/strong><\/p>\n<ol>\n<li>The price, as originally agreed and possibly subsequently adjusted in conformity with a further agreement and\/or these Terms and Conditions, will be owed over the agreed (working) hours for the services and any extra hours worked.<\/li>\n<li>Supplier ensures that amounts payable in terms of payroll tax, national insurance contributions, employee insurance contributions, income-related healthcare contributions and turnover tax for the employee made available under the agreement with client are paid on time and in full. Supplier indemnifies client against any and all claims of the Tax Administration or authorities responsible for implementing social insurance legislation that are due and payable under the agreement with client, provided that client promptly informs Supplier, in writing, about such claims when they arise and about the content of a claim and leaves the settlement of that claim, including any arrangements to be made in this regard, entirely up to Supplier. Client provides Supplier with the powers of attorney and the information required and assists Supplier in defending itself, if necessary in client\u2019s name, against such claims.<\/li>\n<\/ol>\n<p>\u00a0 <strong>Article 40.\u00a0\u00a0 Direct Employment Relationship<\/strong><\/p>\n<ol>\n<li>If client has the intention to enter into an employment relationship with a (proposed) Professional, this provision will apply. Client will inform Supplier of this in writing and in a timely manner before the client implements this intention.<\/li>\n<li>If client enters into an employment relationship with the (proposed) Professional, client will owe a reasonable payment to Supplier related to the costs of the recruitment and selection of the (proposed) Professional and all further investments made by Supplier, including the professional coaching and supervision of the (proposed) Professional and the training course(s) attended by the (proposed) Professional, as referred to in Section 9a, subsection 2, of the Placement of Personnel by Intermediaries Act (in Dutch: Waadi).<\/li>\n<li>If client enters into an employment relationship with the Professional not consecutive to, but within six (6) months after the end of the Professional&#8217;s deployment, client will also owe the payment referred to in subclause 2. This applies in the event that the Client has approached the (proposed) Professional for this purpose \u2013 directly or through a third party \u2013 as well as if the Professional \u2013 directly or through a third party \u2013 has applied to client for a job.<\/li>\n<\/ol>\n<p>\u00a0 \u00a0<\/p>\n<\/div><\/div><\/div><\/div><\/div><\/div><\/section>","protected":false},"excerpt":{"rendered":"TERMS &amp; CONDITIONS Unix Support Nederland B.V., a corporation under Dutch law, registered and having its office at Laan van Kronenburg 14, (1183AS) in Amstelveen, registered with the Chamber of Commerce under registration id\/number 27152479, (hereinafter: Supplier). Section A.\u00a0\u00a0 General provisions Article 1.\u00a0\u00a0\u00a0 Applicability These General Terms and Conditions USN (hereinafter also to be referred...","protected":false},"author":5,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"footnotes":""},"class_list":["post-10461","page","type-page","status-publish","hentry"],"acf":[],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v27.8 - https:\/\/yoast.com\/product\/yoast-seo-wordpress\/ -->\n<title>Algemene voorwaarden - USN<\/title>\n<meta name=\"robots\" content=\"index, nofollow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/usn.nl\/en\/terms-and-conditions\/\" \/>\n<meta property=\"og:locale\" content=\"en_GB\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Algemene voorwaarden - USN\" \/>\n<meta property=\"og:url\" content=\"https:\/\/usn.nl\/en\/terms-and-conditions\/\" \/>\n<meta property=\"og:site_name\" content=\"USN\" \/>\n<meta property=\"article:modified_time\" content=\"2025-06-25T13:05:03+00:00\" \/>\n<meta name=\"twitter:card\" content=\"summary_large_image\" \/>\n<meta name=\"twitter:label1\" content=\"Estimated reading time\" \/>\n\t<meta name=\"twitter:data1\" content=\"46 minutes\" \/>\n<script type=\"application\/ld+json\" class=\"yoast-schema-graph\">{\"@context\":\"https:\\\/\\\/schema.org\",\"@graph\":[{\"@type\":\"WebPage\",\"@id\":\"https:\\\/\\\/usn.nl\\\/algemene-voorwaarden\\\/\",\"url\":\"https:\\\/\\\/usn.nl\\\/algemene-voorwaarden\\\/\",\"name\":\"Algemene voorwaarden - 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