General terms and conditions

This is a translation of the Dutch original, provided for convenience. The Dutch version is the binding text. In the event of any difference in interpretation, the Dutch version prevails.

1. General

AnnTac B.V. is a private limited company registered with the Dutch Chamber of Commerce under number 58745890 ("ANNTAC"). These general terms and conditions apply to all services and products of or on behalf of ANNTAC. The terms are available for inspection at the office and have been filed with the Chamber of Commerce.

The applicability of any purchasing or other conditions of the customer of services or products, or of the party that instructed ANNTAC to that end (hereinafter the "Client"), is expressly excluded.

If any provision is void, the remainder stays in force. The parties will consult each other about replacement provisions, observing the purpose and intent of the original provisions as far as possible.

If there is any ambiguity about the interpretation of one or more provisions, or if a situation arises between the parties that is not covered by these general terms and conditions, the interpretation or assessment must follow the spirit of these provisions.

If in practice ANNTAC allows a deviation from these general terms and conditions, or does not always require strict compliance, this does not mean that the relevant provisions do not apply.

2. Offers and the service agreement

All offers, quotations and other statements in which ANNTAC offers services or products are without obligation. Preliminary calculations are indicative only.

The Client warrants the correctness and completeness of the data provided by or on behalf of the Client to ANNTAC, on which ANNTAC bases its offers, quotations, preliminary calculations or services.

The Client cannot derive any rights or expectations from a preliminary calculation or budget issued by ANNTAC. A communicated budget does not count as an agreed fixed price.

An agreement under which ANNTAC is obliged to deliver services or products only comes into being after both the Client and ANNTAC have signed the agreement drawn up in writing by ANNTAC, in which these general terms and conditions are declared applicable.

3. Services

ANNTAC delivers the agreed services to the Client.

With the exception of the Start Consultation or other arrangements to that effect in the Agreement, the Client is responsible for instructing Users and for their use of the Workplace.

Insofar as the Services under the Agreement also include support for Users, ANNTAC will where possible advise by email on the use and the functioning of the Workplace and the Software.

Unless agreed otherwise in writing, support is provided exclusively on working days during the usual opening hours of ANNTAC. ANNTAC will handle requests within a reasonable period but cannot guarantee the correctness, completeness or timeliness of responses.

ANNTAC may set conditions regarding the qualifications and the number of contact persons who are eligible for support on behalf of the Client's Users.

4. Use of the services

The Client is responsible for the way in which it and its Users use the Services and deploy them. This concerns the use of Software and Workplaces, and the checks and settings thereof.

The Client warrants that the use of the Workplaces does not breach any government regulation or contractual obligation towards a third party. The Client and Users refrain from installing, downloading, storing or using software, material or programs in breach of licence rights; from receiving, downloading, storing, distributing, producing or programming material that is legally prohibited or socially unacceptable; from gaining access without permission to systems, computers, databases or servers of third parties; and from deleting, changing or disabling, or adding data to, Software or systems of third parties.

ANNTAC is entitled to check the use of the Workplaces and the Software by the Client and the Users for the excluded acts described above.

5. Performance of the services

ANNTAC will make every effort to perform and deliver the Services with care, in accordance with the arrangements and procedures laid down with the Client in the Agreement. Services are delivered on a best efforts basis, unless a determinable result has been expressly agreed in the Agreement.

All delivery periods and delivery dates mentioned or agreed by ANNTAC have been set to the best of its knowledge on the basis of the information known to it when entering into the agreement. Interim dates are target dates and are indicative. The mere exceeding of a delivery period or delivery date mentioned by ANNTAC or agreed between the parties, whether or not a final one, does not put ANNTAC in default.

ANNTAC delivers the Services exclusively on the instructions of the Client. The Client is not entitled to sell or transfer the rights or obligations under the agreement to a third party. If ANNTAC performs work at the request of a government body or under a statutory obligation, all associated costs will be charged to the Client.

ANNTAC may make changes to the Software. ANNTAC is not obliged to maintain particular features specifically for the Client. If a change to the Software results in a change to the procedures in force at the Client, or to the way in which the Client uses the Workplaces, ANNTAC will inform the Client in good time. Costs may be passed on. The Client may terminate in writing as at the date of the change, unless the changes relate to statutory amendments.

ANNTAC may temporarily take the Services wholly or partly out of use for preventive, corrective or adaptive maintenance. ANNTAC will not let such an interruption last longer than necessary and will where possible schedule it outside office hours, after notice.

If ANNTAC performs or delivers Services on the basis of data to be supplied by the Client, the Client will prepare and supply that data in accordance with the conditions set by ANNTAC. The Client warrants that all materials, data, software and procedures are correct and complete and that information carriers meet the specifications of ANNTAC.

ANNTAC delivers the Services and makes the use of the Software available from the server of ANNTAC (the "Server"). The Server is owned by ANNTAC and is housed in a data centre in the Netherlands, and has continuous online availability, except as otherwise provided in these terms and in the terms of the supplier concerned. ANNTAC does not have a disaster recovery centre.

All equipment, Software, the Server and other items used by ANNTAC in performing the Services remain the property and the intellectual property of ANNTAC or its suppliers. ANNTAC is not obliged to make available or provide a physical carrier to the Client, whether or not containing Software.

ANNTAC makes daily back-ups of data on the Server. Archive data is kept for 30 days, the archive recycle bin indefinitely, file data for 365 days and SQL databases for 30 days.

ANNTAC will retain the Data in accordance with the periods stated above. At the request of the Client, ANNTAC will make the Data available to the Client. The time ANNTAC spends making the Data available is charged at the standard hourly rate for consultancy as laid down in the Agreement.

6. Infrastructure and equipment

The Client is responsible for the functioning of the Infrastructure needed to enable every User to use the Services. This includes an adequate internet connection and the necessary equipment, such as a monitor, keyboard, mouse, computer and printer connection, that is compatible with and communicates without error with the Software. The Client is responsible for installing, configuring, parameterising and tuning the necessary software, utilities and security of the Equipment, and for the licence costs thereof. ANNTAC is not obliged to carry out a data conversion.

During the term of the Agreement the Client will maintain the Infrastructure and keep it in a state in accordance with the first paragraph. The Client warrants that the Infrastructure is set up and maintained in accordance with statutory requirements.

The Software made available by ANNTAC is not compatible with, or does not communicate without error with, all equipment available on the market regardless of brand and type. On request ANNTAC will investigate and advise on suitability. This investigation and the resulting advice are not deemed to be included in the Services and are charged separately at the standard hourly rate for training, advice and consultancy stated in the Agreement.

7. Fees and payment

The monthly Fee payable by the Client to ANNTAC for the Services is invoiced in advance and collected in advance by direct debit.

The first collection attempt takes place on or around the twentieth of each calendar month preceding the month to which the Fee relates. If it fails, the Client is notified immediately. A second attempt follows within five days.

All other payments the Client must make to ANNTAC under the Agreement or otherwise, and which are not collected by direct debit, are paid by the Client in accordance with the payment terms stated on the relevant invoice.

If, after two collection attempts, ANNTAC has not succeeded in collecting a payment in full, or if the Client does not pay an invoiced amount within the stated payment period, the Client receives a final written notice demanding payment within seven days. If payment is not made within that period, ANNTAC will immediately suspend the delivery of Services or dissolve the agreement. From that moment the Client owes statutory interest and fifteen per cent collection costs on the outstanding claims.

Price decreases or increases relating to the Software, the use and storage of the Server, rental rates, hourly rates and inflation are reflected in the Fee and passed on to the Client.

If ANNTAC has performed work or other services at the request or with the prior consent of the Client that fall outside the content or scope of the Services, the Client will pay for these at the agreed rates and, failing those, at the usual rates of ANNTAC.

All prices stated in the Agreement are exclusive of VAT and other levies imposed by the authorities. Unless agreed otherwise, all prices are in euros and the Client pays in euros.

ANNTAC is entitled to transfer its claims for payment against the Client to a third party.

8. Suspension, dissolution and interim termination

ANNTAC is entitled to suspend the performance of its obligations or to dissolve its agreements with the Client if the Client does not fully or timely fulfil its obligations towards ANNTAC on any ground; if after concluding the agreement facts and circumstances come to the attention of ANNTAC that give good reason to fear that the Client will not fulfil its obligations; if the Client was asked on concluding an agreement to provide security for the fulfilment of its obligations and that security is not provided or is insufficient; or if, because of delay on the part of the Client, ANNTAC can no longer be required to fulfil the agreement on the originally agreed terms. ANNTAC may also dissolve the agreement in circumstances that make performance impossible.

If a circumstance arises on the basis of which ANNTAC would be entitled to suspend or dissolve, or if ANNTAC proceeds to do so, ANNTAC is entitled to compensation for all damage and costs resulting from it, including indirect damage, missed business opportunities and turnover, and collection costs.

If an agreement is dissolved, all claims of ANNTAC against the Client become immediately due and payable. In the case of suspension, ANNTAC retains its claims under the law and the agreement.

If ANNTAC suspends or dissolves an agreement with the Client, ANNTAC is in no way obliged or liable to compensate any damage or costs that may arise for the Client as a result.

If the Agreement is terminated early by ANNTAC, ANNTAC will, in consultation with the Client, arrange for the transfer of Data in accordance with article 5. The additional costs of the transfer are borne by the Client.

In the event of liquidation, an application for suspension of payments or bankruptcy, attachment of the Data or otherwise at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, ANNTAC is free to terminate and end the agreements and the delivery of Services immediately and with immediate effect, without any obligation to pay damages or compensation. The claims of ANNTAC then become immediately due and payable.

9. Liability

ANNTAC is not obliged to fulfil any obligation that is prevented by, or to compensate any damage that results from, force majeure. Force majeure includes force majeure of suppliers; the improper fulfilment of obligations by suppliers prescribed to ANNTAC; the defectiveness of goods, equipment, software or materials of third parties prescribed by the Client to ANNTAC; government measures; power failure; failure of the internet, computer network or telecommunications; war; occupation of the workplace; strikes; general transport problems; and the unavailability of staff. ANNTAC is not responsible for checking the correctness and completeness of the results of the Services delivered and of the data generated using the Services. The Client will check those results and data regularly itself.

ANNTAC does not warrant that the Software is free of errors or functions without interruption. Should defects occur in the Software, ANNTAC will make every effort to remedy them within a reasonable period, if and insofar as it concerns Software developed by ANNTAC itself and the defects have been reported to ANNTAC in writing with a detailed description. ANNTAC may postpone the repair until a new version of the Software is put into use. ANNTAC does not warrant that defects in Software not developed by ANNTAC itself will be remedied. ANNTAC is entitled to apply temporary solutions, workarounds or problem avoiding restrictions.

ANNTAC is not liable for damage of any kind suffered by the Client, or for which the Client is held liable by third parties, that is not the result of intent or wilful recklessness on the part of ANNTAC, or that results from a temporary interruption of the delivery of the Services.

The liability of ANNTAC is in any event limited to direct damage resulting from intent or wilful recklessness on the part of ANNTAC, up to an amount equal to the Fee last invoiced by ANNTAC. Furthermore, any liability of ANNTAC and any possibility for the Client to claim damages lapses if the Client has not informed ANNTAC of the facts that gave rise to the damage immediately, and in any event no later than five days after those facts became known to the Client. The right to compensation also lapses if the claim has not been brought in legal proceedings within twelve months of the damage arising.

The Client indemnifies ANNTAC against any claims by third parties who suffer damage in connection with the performance of the agreement, the Services or the use of the Workplaces by the Client or its Users. If ANNTAC is held liable by third parties on that basis, the Client is obliged to assist ANNTAC both in and out of court and to do without delay everything that may be expected of it in that case. Should the Client fail to take adequate measures, ANNTAC is entitled to do so itself without notice of default. All costs and damage arising on the part of ANNTAC and third parties as a result are entirely for the account and risk of the Client.

10. Intellectual property

All intellectual property rights to the Software, data files, equipment or other materials made available to the Client, such as analyses, designs, documentation, reports and quotations, as well as the preparatory material thereof, belong exclusively to ANNTAC, its licensors or its suppliers. The Client obtains only a limited right of use, for the duration and in accordance with what has been agreed and with these general terms and conditions.

A right of use granted to the Client is non-exclusive, non-transferable to third parties and non-sublicensable.

The Client and its Users are not permitted to remove or change any indication of confidentiality, or of copyright, trademarks, trade names or any other intellectual property right, from the Software, data files, equipment or materials. ANNTAC is permitted to apply technical measures to protect the Software, equipment and data files, in connection with a restriction in the content or the duration of the right of use. The Client is never permitted to remove or circumvent such a technical measure, or to have it removed or circumvented.

11. Governing law and disputes

All agreements between ANNTAC and the Client are governed by Dutch law. The applicability of the 1980 Vienna Sales Convention is excluded.

All disputes arising between ANNTAC and the Client in relation to Services delivered or to be delivered by ANNTAC to the Client, or to financial obligations or follow-up agreements arising from them, are settled exclusively by the court in Amsterdam.