Terms and Conditions

Article 1: Definitions

1.1. Client is understood to mean the natural or legal person who has given the order for the delivery or service. If several (legal) persons or companies are referred to by the trade name used by the client, they will be jointly and severally obliged to comply with all obligations under the agreement and General Terms and Conditions concluded with the contractor.

1.2. The contractor is understood to mean the private company Puur Data BV with limited liability, with its registered office in Arnhem and registered in the Trade Register of the Chamber of Commerce under number 59175796.

1.3. An offer is understood to mean the work or deliveries specified to a greater or lesser extent and the budget of the costs associated with those work or deliveries.

1.4. An assignment is understood to mean the agreement between the client and the contractor. The client is not free to allow third parties to use the services or deliveries provided by the contractor, unless this has been agreed in writing.

1.5. Under order confirmation is understood the following is the oral or written agreement of the client on the quotation offered by the contractor.

 

Article 2: Application and scope

2.1. These General Terms and Conditions, version April 2021, apply to all quotations, activities, (oral) orders and additional follow-up orders that are given to the Contractor, as well as to the legal relationships arising from or related thereto, insofar as these General Terms and Conditions are not parties has expressly deviated from in writing.

2.2. The stipulations in these General Terms and Conditions are not only made for the benefit of the contractor, but also (insofar as necessary) for the director(s) of the contractor and all persons who work or will work for the contractor, respectively all persons or organizations that are engaged by the contractor in the performance of any assignment, or all persons for whose acts or omissions the contractor could be liable.

2.3. The applicability of other general or specific (purchase) conditions, whether or not used by the client, is expressly rejected, unless the applicability of these conditions has been accepted in writing by the contractor in advance.

2.4. If the contractor does not always require strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof no longer apply, or that the contractor would to any extent lose the right to in other cases ensure strict compliance with the provisions of these General Terms and Conditions. to require conditions.

2.5. In the event of a conflict between the text of these General Terms and Conditions and the accompanying appendices or other applicable delivery and/or financial general terms and conditions, including the Netherlands ICT office (modules) conditions 2014 (including updated versions of the ICT office (modules) conditions) or NLdigital conditions, the text of these General Terms and Conditions prevails, unless otherwise provided in these General Terms and Conditions.

2.6. In all cases in which the relationship between the client and the contractor ends, these General Terms and Conditions continue to govern the legal relationship between the parties, insofar as this is necessary for the (financial) settlement of the relationship.

 

Article 3: Conclusion of the agreement

3.1. If requested, the contractor will submit a quotation to the client for approval before the work commences. Insofar as unavoidable deviations from the quotation occur during the execution of the assignment, the contractor will inform the client about this at the earliest possible stage.

3.2. An oral offer from the contractor will lapse if it is not accepted immediately. If it is accepted immediately, the agreement is concluded. In the case of an oral order, proof of the order shall be the cognizance by the

client of the commencement of the work by the contractor, without the client having protested against this in writing without delay.

3.3. A written offer or quotation from the contractor is without obligation and does not bind the contractor in itself, unless a term of acceptance is stated therein and the client accepts the quote within that term. If a non-binding offer, in which no term for acceptance was stated, is accepted by the client, the contractor has the right to revoke the offer within 14 working days after receipt of this acceptance. If the client has accepted the offer in writing within the validity period, the agreement is concluded. If the client has verbally accepted the offer within the validity period, the provisions of paragraph 2 of this article apply.

3.4. The contractor cannot be held to its quotations or offers, or the order confirmation based thereon, if the client can reasonably understand that the quotation, or a part thereof, contains an obvious mistake or error. The Contractor can unilaterally correct such a mistake or error.

3.5. Appendices can be changed and/or added during the term of the agreement. Changed and/or added appendices are signed by both parties and become an integral part of the agreement after signature.

 

Article 4: Duration of the agreement

4.1. Unless otherwise agreed between the parties, the agreement will always be tacitly extended under equal conditions for the duration of the original agreement, unless the client indicates at least three months before the end of the term of the (extended) agreement by registered letter or writ. not wishing to renew the agreement after the expiry of the latter term.

4.2. Unless otherwise agreed, the agreement cannot be prematurely terminated by the client. The applicability of article 7:408 paragraph 1 of the Dutch Civil Code is expressly excluded.

4.3. Contrary to Article 7:408 paragraph 2 of the Dutch Civil Code, the contractor is exclusively entitled to terminate the agreement at all times, unless the nature of the agreement or reasonableness and fairness dictate otherwise. The Contractor must observe a notice period of at least 30 days. All this without the client's right to any form of compensation of any nature whatsoever.

 

Article 5: Content and commencement of the assignment

5.1. The assignment includes everything that the parties have agreed upon. If the contractor has provided a quotation, this will form part of the assignment, insofar as the parties have not deviated from it afterwards.

5.2. The client guarantees that, to the best of its knowledge, it provides the contractor with all cooperation and information necessary for the execution of the assignment in a timely and correct manner. If this is not done, incorrectly or not in time, the contractor is entitled to suspend the execution of the assignment.

5.3. The Contractor will carry out the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship, all this on the basis of the laws and regulations applicable at that time.

 

Article 6: ICT infrastructure made available remotely

6.1. The Contractor will make every effort to ensure that the (remotely) made available ICT infrastructure functions properly and strives for the highest possible availability, the performance of the systems and connectivity. However, the Contractor does not provide any guarantees in this regard.

6.2. The Contractor reserves the right to change the technical properties (including software) of the ICT infrastructure in the interim in order to improve functionality and to repair any errors or to comply with or pursuant to the law.

set rules. The Contractor will make every effort to detect and repair any errors in the ICT infrastructure, but the Contractor cannot guarantee that all errors will be made in a timely manner.

be restored.

6.3. The Contractor reserves the right to temporarily decommission the ICT infrastructure made available (remotely via the Internet) to the Client for the purpose of maintenance, adjustment and/or improvement. The Contractor will arrange for such a shutdown to take place outside office hours as much as possible

and inform the client in good time in advance of the planned shutdown. The Contractor will never be obliged to pay any compensation to the Client on account of such decommissioning of the ICT infrastructure.

6.4. The Contractor does not undertake to make a backup of the data, unless it has been explicitly agreed in the agreement that the Contractor is responsible for making backups.

6.5. The Contractor is not responsible to the Client or a third party for unauthorized access to the Client's data or unauthorized use of the data.

6.6. The Client and its users determine themselves which data is stored, edited, processed or otherwise entered. The Contractor has no knowledge of this data and only makes the ICT infrastructure available. The Client and its users therefore remain responsible for the data entered by it, data analyzes or loss thereof. The Contractor is therefore not liable for any damage that

arises from the data entered by the client and its users, data analyzes or loss thereof.

 

Article 7: Changes to the assignment

7.1. The parties will consult with each other about an adjustment of the assignment if changes occur in the principles or other circumstances on which the assignment was based and/or if the proper fulfillment of the assignment requires additional work. In these consultations, the parties take into account each other's legitimate interests.

7.2. In principle, the changes to the assignment agreed between the parties must be confirmed in writing by the client to the contractor, who then gives written approval. If the changes are only agreed verbally, the risk for the correct implementation of these changes, as well as the consequences arising from the changes, are for the account of the client.

7.3. Any additional costs as a result of changes in the order will be borne by the client. If an agreed execution period is unexpectedly brought forward by the client, any additional costs will be fully borne by the client.

7.4. The client accepts that the time schedule of the assignment can be influenced if the parties agree in writing in the interim to expand and/or change the approach, working method or scope of the assignment and/or the work resulting therefrom.

 

Article 8: Engaging third parties

8.1. The contractor is free to have assignments carried out under its responsibility by one or more employees of the contractor, if necessary with the involvement of third parties.

8.2. The client will be notified when third parties are engaged. If the general terms and conditions of the engaged third party apply to the agreement with the client with regard to its work, the contractor is in that case entitled to invoke the provisions of the terms and conditions used by the third party vis-à-vis the client, if Were the work performed by the contractor?

performed himself.

8.3. The Contractor is never liable for shortcomings in the performance of work by third parties.

Article 9: secondment to the client

9.1. In the event that a person employed by the contractor is seconded to the client, the contractor is only responsible for the availability of this person with the agreed quality for the agreed period, with due observance of the other provisions of this article.

9.2. Subject to the provisions of the previous paragraph, the contractor is not liable for compensation for damage suffered by the client or third parties (partly) caused by the person(s) made available.

9.3. The client is liable for, and indemnifies the contractor in respect of, claims for compensation of damage from third parties caused by the person(s) made available to the client.

 

Article 10: Execution periods

10.1. Any agreed implementation periods in the agreement and/or accompanying appendices are never strict deadlines, but are only valid as a reasonable estimate, unless otherwise agreed in writing. Exceeding the agreed execution term therefore does not constitute an attributable shortcoming and does not entitle the client to compensation, dissolution of the agreement or non-compliance with any obligation or payment vis-à-vis the contractor.

10.2. If any term threatens to be exceeded, the client and the contractor will consult to discuss the consequences of the exceeding for the further planning.

 

Article 11: Suspension

11.1. The contractor is authorized to suspend the fulfillment of its obligations under the agreement if and insofar as the client does not, not fully or not timely fulfill its obligations, or if the contractor becomes aware of circumstances after concluding the agreement that give it good grounds. to fear that the client will not fulfill its obligations. The contractor can also prevent the fulfillment of its obligations

suspend obligations under the agreement if, due to delay on the part of the client, it can no longer be expected to fulfill the agreement under the originally agreed conditions. The right of suspension referred to in this paragraph does not affect the contractor's right to terminate the agreement pursuant to Article 15.

11.2. If the contractor proceeds to suspension, it is in no way obliged to compensate damage and costs that arise in any way as a result. The provisions of Article 10 do not apply in the event of suspension.

 

Article 12: Retention of title

12.1. The goods delivered within the framework of the agreement remain the property of the contractor until the client has fully complied with all financial obligations under the agreement concluded with the contractor. The Client is not authorized to pledge or in any other way encumber that which falls under the retention of title. The Client must always do everything that can reasonably be expected of it to safeguard the Contractor's property rights. If third parties seize the goods delivered subject to retention of title or wish to establish or enforce (property law) rights thereon, the client is obliged to immediately inform the contractor thereof. Furthermore, the client undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the contractor for inspection on first request. In the event of a payment from the insurance company, the contractor is entitled to these tokens.

 

Article 13: Prices and payment conditions

13.1. All prices and rates in quotations, agreements or other appendices are in Euros and exclusive of turnover tax (VAT) and other levies imposed by the government. Travel and/or accommodation costs, extra hours and other activities related to the work

special costs are not included in the prices and rates and can be charged separately by the contractor.

13.2. Payment of the contractor's invoices must be made, without suspension or set-off, within 14 days of the invoice date.

13.3. If the client does not (fully) fulfill his payment obligation towards the contractor within the agreed term, he is deemed to be in default by operation of law and he owes interest on the outstanding invoice amount – without prior summons or notice of default being required – from the day on which the invoice should have been paid up to the day on which the invoice is paid in full. this interest

amounts to one twelfth of the statutory interest per year applicable at the time of invoicing for each month (or part thereof) of the exceeding of the payment term.

13.4. All costs, both judicial and extrajudicial, that are incurred with regard to the collection of the amount owed by the client and not paid on time, are for the account of the client. The submission of the relevant invoices is sufficient as proof of the indebtedness of these costs.

13.5. Objections regarding the invoice must be submitted in writing to the contractor within 7 days of the date of the invoice. The payment term is not suspended as a result of such an objection.

 

Article 14: Guarantees

14.1. The contractor has the right to demand security from the client in the form of a suretyship, bank guarantee, deposit or other form of security if there is reasonable doubt as to whether the client will meet its payment obligation.

14.2. The amount for which security must be provided will not exceed the amount that the client will owe to the contractor over a period of six months with regard to the agreed services and/or deliveries. The Client will have to comply with such a request from the Contractor within two weeks.

14.3. As soon as the need to provide security is no longer present, the contractor will inform you that the security deposit or bank guarantee or another form of security may lapse or the deposit will be refunded.

14.4. No interest will be paid by the contractor on the security.

 

Article 15: Grounds for cancellation

15.1. The contractor is entitled to cancel the assignment in the event of bankruptcy, attachment, suspension of payment of the client, cessation of activities, liquidation of its company, merger, demerger or other change in the legal or partnership form, including dissolution of a legal entity or loss of

legal personality, or other circumstances that give the contractor good grounds to fear that the client will not fulfill its obligations. In addition, the contractor is entitled to cancel the assignment if the client does not meet its payment obligations as described in Article 13 of these General Terms and Conditions.

15.2. If there is an attributable shortcoming in the fulfillment of the obligations under the agreement on the part of the contractor, the client must inform the contractor of this in writing within a reasonable period of time after the discovery of the shortcoming and inform it within a reasonable period of time. the opportunity to remedy the shortcoming and/or to have the consequences repaired or have it repaired. If it

the foregoing does not lead to the elimination of the shortcoming and/or full recovery of the consequences thereof, then the client is authorized to terminate the assignment prematurely on this ground.

 

Article 16: Consequences of cancellation

16.1. If the assignment is canceled by the contractor, on one of the grounds as referred to in Article 15, it is not obliged to pay compensation in any form or under any name. In that case, the client is obliged to pay the costs invoiced and any costs still to be invoiced from the contractor, all this according to the status of the work at the time the termination takes effect.

16.2. If the order is canceled by the client, on the grounds as stated in the second paragraph of article 15, then he is obliged to pay the invoiced and any costs still to be invoiced from the contractor, all this according to the state of the work at the time. from the moment the cancellation takes effect.

16.3. If the client cancels without there being an attributable shortcoming as referred to in the second paragraph of article 15, the client is obliged to pay the invoiced and any costs still to be invoiced from the contractor. In addition, the client owes 100% of the remaining costs that the client would owe if the assignment was completed in full.

 

Article 17: Liability

17.1. The Contractor is only liable for shortcomings in the execution of the assignment or in what it has delivered, insofar as these are the result of gross negligence or intent. This liability is furthermore limited to direct damage only and in no event will the total compensation amount to more than 10% of the contract value.

17.2. The Contractor is only liable for direct damage and never for indirect damage, including but not limited to consequential damage, fines imposed by regulators, lost profits, lost savings and damage due to business interruption. The contractor's liability in connection with mutilation, destruction of data or damage due to data loss is also excluded.

17.3. The Contractor's liability only arises if the Client gives the Contractor written notice of default within 30 days of discovery, thereby setting a reasonable term to remedy the shortcoming and the Contractor imputably continues to fail to fulfill its obligations after that period. The notice of default must contain as detailed a description as possible of the shortcoming, so that

contractor is able to respond adequately. The obligation to give notice of default lapses if fulfillment or repair is permanently impossible.

17.4. All claims of the client against the contractor with regard to the execution of the order will expire 6 months after the delivery of the services.

 

Article 18: Indemnification

18.1. The client indemnifies the contractor against all claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than the contractor. If the contractor should be held liable for this by third parties, the client is obliged to assist it both in and out of court and to immediately do or refrain from doing everything that may be expected of it in that case. In the absence of such acts or omissions, the contractor is entitled to

take the necessary measures, without first having to give the client notice of default. All costs and damage that will arise in that connection on the part of the contractor will be at the expense and risk of the client.

18.2. If the client requests the contractor to provide goods such as digital files and/or instructions to third parties, this will take place outside the responsibility of the contractor and therefore entirely at the expense and risk of the client. The duty of care expressly lies with the client to check or have checked the delivered goods via third parties.

 

Article 19: Force majeure

19.1. Neither party is obliged to fulfill any obligation if it is prevented from doing so as a result of force majeure.

19.2. Insofar as not already included, force majeure is understood to mean: strike,

occupation, blockades, embargoes, government measures, pandemics, epidemics, war, revolution and/or any similar situation, power failures, disruptions of the internet or other telecommunications facilities, defective goods or late delivery or unsuitability of systems or other software, software or materials

the use of which the client has prescribed to the contractor, cable breaks, fire, explosion, water damage, lightning, natural disasters, flood and/or earthquake,

lack of and/or illness of personnel, solvency problems on the part of the contractor as well as non-performance of third parties engaged by the contractor.

19.3. If the force majeure situation lasts longer than sixty working days, the parties have the right to terminate the agreement by means of a registered written notice, unless it is foreseeable that the force majeure situation will be resolved within a reasonable period of time. In that case, what has already been performed pursuant to the agreement will be settled proportionately, without the parties owing each other anything.

 

Article 20: Confidentiality

20.1. The parties will observe secrecy with regard to all information and data that they receive from each other and that are designated as confidential or of which the confidential nature arises from the nature of that information and data, unless a legal obligation or a court order makes disclosure of that information and /or data commands.

20.2. Neither party makes any mention of the agreement in publications, advertisements, mailings or otherwise without the consent of the other party.

 

Article 21: Intellectual property rights

21.1. All intellectual property rights developed or made available under the agreement, products, object and source codes, programming languages, services, websites, data files or other materials such as designs, documentation, reports, quotations, as well as preparatory material thereof, are vested exclusively in the contractor, suppliers or its licensors. The Client only acquires the user rights that are expressly granted in these General Terms and Conditions, the agreement and/or the law.

 

Article 22: Third-party products

22.1. If and insofar as the contractor supplies products, such as licenses or cloud services, from third parties to the client, the terms and conditions and user license agreement or End-User License Agreement (EULA) of those third parties will apply with regard to those products, setting aside and in addition to the deviating provisions in these General Terms and Conditions. The terms and conditions and license agreement or End-User License Agreement (EULA) determine the user rights of the software and any future upgrades, changes or addenda thereto.

 

22.2. The Client accepts the aforementioned terms and conditions and the user license agreement or End-User License Agreement EULA from third parties. The intended terms and conditions and the right of use agreement or End-User License Agreement (EULA) are made available digitally by the contractor to the agreement between the contractor and the client as an annex. If necessary, the contractor can send the terms and conditions and user rights agreement or End-User License Agreement (EULA) of third parties to the client free of charge.

 

22.3. The Client agrees that the terms and conditions and user license agreement or End-User License Agreement (EULA) of third parties apply between the Client and the relevant licensor, and not between the Contractor and the Client. The Contractor is not liable for damage related to third-party products.

 

22.4. If and insofar as the said terms and conditions of third parties are deemed not to apply or are declared inapplicable in the relationship between the contractor and the client for whatever reason, the provisions of these General Terms and Conditions apply in full.

Article 23: Privacy

23.1 The execution of the agreement may entail processing of personal data. Where appropriate, the contractor can be regarded as a 'processor' and the client as a 'controller' within the meaning of the General Data Protection Regulation (hereinafter: AVG).

23.2 The applicable agreement and/or these General Terms and Conditions are regarded by the parties as an agreement within the meaning of paragraph 3, article 28 of the GDPR, unless the parties have agreed a separate processing agreement.

23.3 The Contractor is not entitled at any time to use the personal data that it obtains in any way, in whole or in part, in any way other than for the execution of the agreement, subject to deviating legal obligations.

23.4 The Contractor will make every effort to take appropriate technical and organizational measures as referred to in Article 32 AVG with regard to the processing of personal data to be carried out and will make every effort to ensure that the security meets a level that, in view of the state of the art, the sensitivity of the personal data and the costs associated with securing the security is not unreasonable.

23.5 The Contractor only processes personal data within the European Economic Area, or at least a country that has been designated as safe by a decision of the European Commission, unless otherwise agreed in writing.

23.6 Any limitations in terms of liability agreed in the agreement and/or these General Terms and Conditions also apply to the processing agreement.

23.7 The Client indemnifies the Contractor against claims based on an infringement with regard to the legal rules (on the processing) of personal and/or personal data of third parties.

 

Article 24 Security incident reporting obligation

24.1 After discovery, the Contractor will inform the Client without delay and within forty-eight (48) hours about all security breaches as well as other incidents that must be reported to regulators pursuant to legislation, without prejudice to the obligation to undo the consequences of such breaches and incidents as soon as possible. make or limit it.

24.2 The Contractor shall provide the Client with the following information in the event of a data breach:

1. the date when the data breach occurred. If no exact date is known, the period within which the leak occurred;
2. what is the (alleged) cause of the data breach;
3. the date and time on which the data breach became known to the contractor or to a third party or subcontractor engaged by it;
4. the (possibly) affected personal data;
5. any consequences of the breach of the processing of personal data;
6. what the intended and/or already taken measures are to close the data breach

and to limit the consequences of the data breach.

24.3 The Client decides whether the data breach must be reported to the supervisory authority and/or those involved. The contractor will assist the client where possible (insofar as necessary) in complying with the obligation to report the data breach to the Dutch Data Protection Authority.

24.4 The Contractor will provide all necessary cooperation in providing additional information, if necessary, to the supervisor(s) and those involved in the shortest possible time.

 

Article 25: Electronic means of communication

25.1. In the event that communication between the client and the contractor takes place by means of electronic means such as e-mail and other forms of data traffic, both

parties ensure standard virus protection as much as possible. Neither party is liable to the other party for any damage resulting from the transmission of viruses and/or other irregularities in electronic communication and for messages that have not been received or have been damaged.

 

Article 26: Interim amendment to General Terms and Conditions

26.1. The Contractor may change these General Terms and Conditions in the interim if this is necessary due to (i) applicable law, including, but not limited to, a change in legislation; (ii) any advice and/or court order based on applicable law; (iii) the development of the services; (iv) technical reasons; (v) operational requirements; or (vi) changes to the terms and conditions in favor of the client. The Contractor will inform the Client of the intended change before it takes effect,

either through the user interface, or by email, or other reasonable means.

26.2. Changes will take effect four weeks after the announcement or at a later date stated in the announcement, unless an objection is made in writing to any changes within four weeks after the date of the change.

 

Article 27: Transfer of rights and obligations

27.1. The parties are not entitled to transfer, alienate or encumber rights and obligations under this agreement, in whole or in part, without the written consent of the other party, unless otherwise agreed in these General Terms and Conditions.

27.2. The prohibition on transferring rights and obligations included in Article 27.1 is a stipulation in accordance with Article 3:83(2) of the Dutch Civil Code and has effect under property law.

 

Article 28: Dispute settlement

28.1. Dutch law applies to all agreements between the client and the contractor.

28.2. Disputes will be settled exclusively by the competent court in the district where the contractor is established. Nevertheless, the contractor has the right to submit disputes to the competent court in the place of residence of the client, or to another competent court.

28.3. In the event of a dispute, the parties will make every effort to resolve the dispute.

28.4. If this agreement and appendices are or will be declared (partially) invalid, void or non-binding, the parties will remain bound by the remaining part. The parties will replace the invalid, void or non-binding part with stipulations that are valid and binding and whose legal consequences, in view of the content and purport of the agreement, correspond as much as possible with those of the invalid, void or non-binding part.