General Terms and Conditions 4bishosting.com
Article 1 – Definitions
In these general terms and conditions, the following terms, also conjugated in plural or singular form, are used in the following sense, so far as the nature or purport of the stipulations does not dictate otherwise.
1.1. 4BIS Innovations: the private company with limited liability 4BIS Innovations B.V. and also the user of these general terms and conditions, located at Nijverheidsweg 27 2031 CN in Haarlem, registered in the Trade Register under Chamber of Commerce number 73025267.
1.2. Client: the natural person, acting in the exercise of a profession or business, or legal entity with whom 4BIS Innovations has concluded or intends to agree.
1.3. Parties: 4BIS Innovations and the client jointly.
1.4. Agreement/assignment: any agreement concluded between 4BIS Innovations and the client, by which 4BIS Innovations has committed itself towards the client, at a price agreed upon further, to provide services and/or goods to the client.
1.5. Written: communication in writing, communication by email, by fax, or any other form of communication that can be equated with this because of the state of the art and the prevailing views in society.
Article 2 – Applicability
2.1. These general terms and conditions apply to every offer from 4BIS Innovations and every agreement that has been concluded.
2.2. These general terms and conditions also apply to agreements for the implementation of which 4BIS Innovations involves third parties.
2.3. The provisions of these general terms and conditions can only be deviated from explicitly and in writing.
2.4. The applicability of the general terms and conditions of the client is expressly rejected.
2.5. In the event of a conflict between the general terms and conditions of 4BIS Innovations and the agreement, what is included in the agreement will prevail.
2.6. Annulment or nullity of one or more of the provisions of these general terms and conditions does not affect the validity of the other provisions. In that case, the parties undertake to enter into mutual consultation to make a replacement arrangement concerning the affected clause. In doing so, the purpose and intent of the original provision will be taken into account as much as possible.
2.7. 4BIS Innovations is entitled to unilaterally change these general terms and conditions. Changes will come into effect one month after publication or date specified through a written notification or a notification on the website of 4BIS Innovations. If the client does not wish to accept amendments to the general terms and conditions, he has the right to cancel the agreement by registered letter until the date on which the amended terms and conditions come into effect. After the time of entry into force, the client is deemed to have tacitly accepted the changes.
Article 3 – Offer and conclusion of agreements
3.1. Every offer from 4BIS Innovations is without obligation, even if a term for acceptance is stated therein. 4BIS Innovations is never obliged to accept an assignment.
3.2. The offer includes at least the following information:
– description of the work to be performed and the materials to be supplied;
– period in which the work can be started;
– expected duration of the work;
– information on costs;
– the method of payment.
3.3. The client cannot derive any rights from an offer from 4BIS Innovations that contains an obvious error or mistake.
3.4. The client must treat the information from the tender documents confidentially and may not use it for its use or use by third parties or make it known to third parties, on pain of forfeiting an immediately due and payable fine of € 1,000.–.
3.5. If no agreement is concluded based on the offer documents, all these documents must be returned to the address of 4BIS Innovations immediately at the first request of 4BIS Innovations by the client and its expense and risk. If the offer is made electronically, the relevant e-mails and associated offer documents must be destroyed immediately.
3.6. If no agreement is concluded based on an offer from 4BIS Innovations, 4BIS Innovations has the right to charge all costs incurred in making the offer to the client. Payment of the offer costs due will take place within two weeks after the date of the relevant invoice.
3.7. An offer from 4BIS Innovations does not automatically apply to any subsequent agreements. So far as no changes have been made therein, these general terms and conditions, on the other hand, also apply to later agreements, without 4BIS Innovations being obliged to submit these general terms and conditions to the client again and again.
3.8. Every agreement is concluded at the moment that the offer of one party is accepted by the other party. If the acceptance deviates from the offer, the agreement will not be concluded in accordance with this deviating acceptance, unless both parties have reached an agreement on the matter. Without prejudice to the provisions of the foregoing of this paragraph, the agreement is, in any case, concluded if 4BIS Innovations has commenced the execution of the work with the consent of the client. 4BIS Innovations reserves the right at all times to enter into the agreement only on the basis of the signing by the client of any quotation drawn up for that purpose by 4BIS Innovations.
3.9. If the client concludes the agreement (also) on behalf of another natural or legal person, he declares that he is authorized to do so by entering into the agreement. In addition to this (legal) person, the client is jointly and severally liable for the fulfillment of the obligations under that agreement.
Article 4 – Content of the agreement and additional work
4.1. The agreement only includes the work that has been expressly agreed between the parties. Without prejudice to the possibility of making further agreements between the parties, 4BIS Innovations is never obliged to perform work that goes beyond the content or scope of what has been expressly agreed.
4.2. 4BIS Innovations makes every effort to comply with the implementation and delivery terms agreed between the parties, but these terms are never strict deadlines,as far as the nature or purpose of the agreement does not dictate otherwise. The default of 4BIS Innovations does not take effect until after the client has given 4BIS Innovations written notice of default, in which notice a reasonable term is stated within which 4BIS Innovations can still fulfill the obligation and the fulfillment has still not occurred after expiry of the latter term.
4.3. If 4BIS Innovations depends on information to be provided by the client for the performance of the work, implementation and delivery periods will not commence until 4BIS Innovations has received this information in full.
4.4. If the work is delayed due to incorrect information provision, incorrect agreements between the client and third parties, including, but not limited to, clients of the client or 4BIS Innovations or contractors engaged by the client, or other incorrect acts and/or negligence on the part of the client, both the direct passed on to the client as indirect costs.
4.5. If it appears that for a proper continuation and/or completion of this it is necessary to change the agreement (which also includes a supplement to the agreement), the parties will proceed to adjust the agreement in good time and mutual consultation. If the nature, scope, or content of the agreement is changed qualitatively and/or quantitatively, this may have consequences for what was originally agreed. As a result, the amount owed by the client to 4BIS Innovations may be higher or lower.
4.6. In the event of additions or changes to what has been agreed upon by the client, the associated additional costs will be for his account. 4BIS Innovations will inform the client in good time about the need to pass on the costs referred to here unless the client should have understood this necessity on his initiative.
4.7. By amending the agreement, the originally stated term of execution may be changed. The client accepts the possibility of amending the agreement, including the change in price and term of execution. If the agreement is changed, 4BIS Innovations is only entitled to implement it after the client has agreed to the adjusted price and other conditions, including the time to be determined at which/the time frame to be determined within which (further) implementation of the agreement, will be given. Not or not immediately executing the amended agreement also does not constitute a shortcoming on the part of 4BIS Innovations and is no ground for the client to dissolve the agreement.
4.8. If, after the conclusion of the agreement, cost-increasing circumstances arise or come to light, which can be attributed to the client on the basis of incorrect information provided by the client, the additional costs will be borne by the client, unless 4BIS Innovations corrects the inaccuracy of the information provided by the client. information provided should have been discovered before the price was determined. 4BIS Innovations will inform the client in good time about the need to pass on the costs referred to here.
4.9. Without being in default, 4BIS Innovations can refuse a request to amend the agreement if it cannot reasonably be expected to comply with the amended agreement.
4.10. 4BIS Innovations is not obliged to carry out an ordered change if the change:
a) has not been instructed in writing, or
b) would lead to an unacceptable disruption of operations, or
c) exceeds his knowledge and/or skills and/or capabilities, or
d) would not be in his interest, or
e) if the parties cannot agree on the financial consequences and the consequences with regard to the planning.
4.11. Agreements that involve additional work, subject to the provisions of the rest of this article, are made in consultation and are recorded in writing at the request of 4BIS Innovations.
Article 5 – Third Parties
5.1. 4BIS Innovations is at all times authorized to leave the execution of the work in whole or in part to independent auxiliary persons not subordinate to it, i.e. third parties.
5.2. These general terms and conditions have also been stipulated for the benefit of third parties as referred to in the previous paragraph. Therefore, as far as the rights or obligations by their nature or purport cannot be exclusively reserved to 4BIS Innovations, these third parties can invoke the provisions of these general terms and conditions towards the client as if they were party to the agreement.
5.3. 4BIS Innovations is not liable for errors or shortcomings of non-subordinate independent assistants engaged by it, except as far as the law, in view of all the circumstances of the case, precludes this. If other than by 4BIS Innovations, third parties are involved in the execution of the agreement, 4BIS Innovations is under no circumstances liable for damage resulting from an act or omission of those third parties.
5.4. third parties engaged in connection with the performance of the work by 4BIS Innovations may wish to limit their liability in this regard. 4BIS Innovations assumes, and if necessary hereby stipulate, that all assignments given to it include the authority to accept such limitations of liability also on behalf of the client.
Article 6 – Obligations of the client in general
6.1. The client is obliged to provide 4BIS Innovations with all information that is reasonably relevant for the design and implementation of the agreement as soon as possible required for the design and (further) implementation of the agreement.
6.2. The client guarantees the completeness and correctness of all information provided to 4BIS Innovations by or on behalf of him.
6.3. The client is responsible for the manner in which and the means by which information is supplied to 4BIS Innovations. The client shall ensure that the information does not infringe the rights of third parties. The client indemnifies 4BIS Innovations against claims from third parties in this regard.
6.4. If the requested information has not been provided to 4BIS Innovations in time, 4BIS Innovations has the right to suspend the work in connection with the execution of the agreement and/or to pass on the damage resulting from the delay to the client in accordance with the usual rates.
6.5. If the work is performed at the client's location, the client will ensure that there are sufficient facilities for 4BIS Innovations, including a workplace with computer, data, and telecommunication facilities, which meet the requirements necessary for the execution of the agreed assignment. The workplace must comply with applicable laws and regulations, including those relating to working conditions. The client will inform 4BIS Innovations about usual working hours, company closures, and other relevant information.
6.6. The client is not permitted to transfer rights and obligations from the agreement or these general terms and conditions to third parties without the prior written permission of 4BIS Innovations.
Article 7 – Performance of the Agreement
7.1. 4BIS Innovations will execute the agreement to the best of its knowledge and ability. At all times, 4BIS Innovations is subject to only the best-efforts obligation.
7.2. The parties are aware that the success of the assignment depends on efforts from both sides, good communication, and good mutual cooperation. At the request of 4BIS Innovations, the client, therefore, provides the cooperation that can reasonably be expected of him.
7.3. If and as far as required for the proper execution of the agreement, 4BIS Innovations is free to have certain activities performed by third parties. The applicability of articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
7.4. If it appears during the execution of the agreement that it is necessary for the execution thereof to change or supplement it, the parties will proceed to adjust the agreement in good time and mutual consultation.
7.5. If a term has been agreed upon or specified for the performance of certain activities, this is an indicative term and never a strict deadline. Exceeding a term by 4BIS Innovations never leads to a liability for damages on the part of 4BIS Innovations.
7.6. 4BIS Innovations is entitled to execute the agreement in phases. If the agreement is executed in phases, 4BIS Innovations has the right to invoice each executed part separately. If and as long as this invoice is not paid by the client, 4BIS Innovations is not obliged to carry out the next phase and has the right to suspend the agreement.
Article 8 – Duration of the agreement
8.1. The agreement between 4BIS Innovations and the client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise.
8.2. If there is an agreement for an indefinite period, this can be terminated by the parties with due observance of a notice period of at least one month. Termination takes place by the last day of a current month and is done by registered letter.
Article 9 – Prohibition of taking over staff
9.1. During the term of the agreement up to one year after its termination, the client is not permitted to employ employees of 4BIS Innovations who have been involved in the execution of the agreement, or to have them work for themselves in any other way.
9.2. The Client forfeits an immediately due and payable fine, which is not subject to judicial mitigation, amounting to three (3) gross annual salaries of the employee concerned in the event of a violation of the obligation referred to in paragraph 1.
Article 10 – Price and payment
10.1. If the agreement is preceded by a written offer from 4BIS Innovations, this offer will state as accurately as possible the price and cost factors.
10.2. If the agreement is performed without the parties expressly agreeing on a fixed price or hourly rate, the work will be performed at the usual hourly rate charged by 4BIS Innovations.
10.3. If and as far as it has been agreed that the execution of the agreement is based on subsequent calculation, the actual hours worked or costs incurred will be charged to the client. The administration of 4BIS Innovations determines the billable hours and costs incurred.
10.4. All amounts stated by 4BIS Innovations are exclusive of VAT unless expressly stated otherwise.
10.5. The prices and rates are exclusive of shipping, travel, accommodation, and other expenses unless otherwise agreed.
10.6. 4BIS Innovations will, so far as possible, provide the client with a statement of all additional costs or provide information on the basis of which these costs can be passed on to the client in good time before the agreement is concluded.
10.7. If 4BIS Innovations agrees on a fixed price or fixed rate at the time of concluding the agreement, 4BIS Innovations is entitled to increase this, even if the price or rate was not originally given with reservations.
10.8. 4BIS Innovations is not previously obliged to (further) implement the agreement for as long as the client is in default with the payment of a payment obligation incumbent on him towards 4BIS Innovations.
10.9. Unless expressly agreed otherwise, payments must be made by bank transfer, within fourteen (14) days after the date of the relevant invoice, in the manner otherwise prescribed by 4BIS Innovations on the invoice.
10.10. Invoicing takes place monthly unless otherwise agreed.
10.11. Hosting must always be paid in advance for a period of one year unless otherwise agreed.
10.12. The invoice for domain name registration must be paid before the domain name registration.
10.13. 4BIS Innovations and the client can agree that payment will be made in installments in proportion to the progress of the work. If payment in installments has been agreed upon, the client must pay in accordance with the installments and the percentages as laid down in the agreement.
10.14. Unless otherwise agreed, a deposit of 30% of the total costs must be made upon the conclusion of the agreement. In principle, the website will be placed in a temporary location on the internet. After the website is ready, the remaining amount will be invoiced. After receipt of the amount, the website will be placed on the internet at its final location.
10.15. Invoices from 4BIS Innovations must be paid on time – without deduction, discount, or settlement. The Client is not authorized to suspend any payment obligation.
10.16. The client is never entitled to set off amounts owed by it to 4BIS Innovations against any counterclaim, for whatever reason, that the client might have against 4BIS Innovations. This also applies if a moratorium and/or bankruptcy or a debt rescheduling scheme has been requested or pronounced with regard to the client.
10.17. If the client goes bankrupt and applies for a (provisional) suspension of payments, the Natural Persons Debt Rescheduling Act is declared applicable to him or if he has been placed under guardianship, if any attachment is levied on the goods and/or claims of the client, goes into liquidation or is dissolved, the client is obliged to inform 4BIS Innovations of this immediately and all claims of 4BIS Innovations on the client are immediately due and payable.
10.18. 4BIS Innovations is entitled to make the invoices due to the client available to him exclusively by email.
10.19. If timely payment is not made, the client will be in default by the operation of law. From the day the default of the client occurs, the client owes interest of 2% per month on the outstanding amount, whereby part of a month is regarded as a full month.
10.20. All reasonable costs, including judicial, extrajudicial, and execution costs, incurred to obtain the amounts owed by the client, are for the account of the client. These costs amount to at least 15% of the amount due and will amount to at least € 500.
Article 11 – ADVERTISING, COMPLAINTS and guarantees
11.1. The Client can no longer invoke a defect in the performance if it has not protested in writing to 4BIS Innovations within seven (7) days after it has discovered or should reasonably have discovered the defect, and thereby, submitting evidence, has indicated what the defect is and when and how he discovered the defect.
11.2. Complaints regarding the number of invoices must be submitted in writing to 4BIS Innovations within fourteen (14) days of the invoice date.
11.3. Even if the client makes a timely complaint, his obligation to pay 4BIS Innovations on time will continue to exist.
Article 12 – FORCE OF THE MAJORITY
12.1. 4BIS Innovations is not obliged to fulfill any obligation under the agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it by virtue of the law, a legal act, or generally accepted views. Force majeure, in addition to what is understood in this regard in legislation and jurisprudence, includes all external causes over which 4BIS Innovations has no influence and which make the (further) execution of the agreement impossible or seriously impede, including, but not limited to, including (extreme) bad weather conditions, force majeure of suppliers of 4BIS Innovations, failure to properly comply with obligations of suppliers prescribed by the client to 4BIS Innovations, defects in goods, equipment, software or materials of third parties whose use by prescribed by the client to 4BIS Innovations, fire, government measures, electricity failure, internet failure, cyber attacks, hacks, failure of data network or telecommunications facilities, natural disasters or war.
12.2. In the event of force majeure, 4BIS Innovations is entitled to temporarily suspend its obligations under the agreement between the parties without becoming liable for compensation as a result. It cannot be held liable for fulfillment during the period of force majeure.
12.3. If the force majeure situation makes the fulfillment of the agreement permanently impossible, the parties are entitled to dissolve the agreement with immediate effect.
12.4. If 4BIS Innovations has already partially fulfilled its obligations at the start of the force majeure situation, or can only partially fulfill its obligations, it is entitled to separately invoice the already performed part of the executable part of the agreement as if it were an independent agreement.
12.5. Without prejudice to the application of the previous paragraph, damage as a result of force majeure is never eligible for compensation.
Article 13 – Suspension and dissolution
13.1. If the circumstances of the case reasonably justify this, 4BIS Innovations is authorized to suspend the execution of the agreement or to dissolve the agreement in whole or in part with immediate effect, if and as far as the client does not fulfill his obligations under the agreement, or does not do so in time. or does not fully comply, or circumstances that have come to the attention of 4BIS Innovations after the conclusion of the agreement give good grounds to fear that the client will not fulfill its obligations.
13.2. If the client goes bankrupt, and applies for a (provisional) suspension of payments, the Natural Persons Debt Rescheduling Act is declared applicable to him or if he has been placed under guardianship, if any attachment is levied on the goods and/or claims of the client, goes into liquidation or is dissolved, 4BIS Innovations is entitled to dissolve the agreement with immediate effect, unless the client has already provided adequate security for the fulfillment of the amounts owed and still due by virtue of the agreement.
13.3. Furthermore, 4BIS Innovations is entitled to dissolve the agreement if and as far as circumstances arise which are of such a nature that fulfillment of the agreement is impossible or maintenance thereof cannot reasonably be expected of it.
13.4. The client shall never claim any form of compensation in connection with the right of suspension or termination exercised by 4BIS Innovations on the basis of this article, on the understanding that if the circumstances that led to the termination of the agreement are reasonably at the risk of 4BIS Innovations should come, the client is at most entitled to a refund or remission of the price in proportion to the part of the agreement not performed or to be performed as a result of the dissolution.
13.5. So far as this can be attributed to him, the client is obliged to compensate for the damage suffered by 4BIS Innovations as a result of the suspension or dissolution of the agreement.
13.6. If 4BIS Innovations dissolves the agreement on the basis of this article, all claims against the client are immediately due and payable.
Article 14 – Liability and Indemnification
14.1. 4BIS Innovations bears no liability caused by any inaccuracy or incompleteness in the data provided by or on behalf of the client, inaccuracies in the work assigned by or on behalf of the client, inaccuracies in the working methods required by or on behalf of the client, defects in (im)movable property on which the work is performed, defects in or unsuitability of materials or aids made available by or on behalf of the client in connection with the performance of the work, any other failure in the fulfillment of the client's obligations arising from the law or arising from the agreement, as well as any other circumstance that cannot be attributed to 4BIS Innovations.
14.2. 4BIS Innovations is never liable for indirect damage, including, but not limited to, consequential damage, including loss suffered, lost profit, and damage as a result of business interruption. Without prejudice to the provisions of the rest of these general terms and conditions and in particular the provisions of the following paragraph, 4BIS Innovations can only be held liable towards the client for direct damage suffered by the client as a result of an attributable failure on the part of 4BIS Innovations in the performance. of the agreement. An attributable shortcoming is understood to mean a shortcoming that a good and careful colleague can and should avoid, all this with due observance of normal vigilance and the professional knowledge and resources required for the performance of the work. Direct damage is exclusively understood to mean:
– the reasonable costs to determine the cause and extent of the damage, as far as the determination relates to damage that qualifies for compensation within the meaning of these general terms and conditions;
– any reasonable costs incurred to have the defective performance of 4BIS Innovations comply with the agreement, as far as these can be attributed to 4BIS Innovations;
– the reasonable costs incurred to prevent or limit damage, as far as the client demonstrates that these costs have led to limitation of the direct damage within the meaning of these general terms and conditions.
14.3. Should 4BIS Innovations be liable for any damage, 4BIS Innovations has the right at all times to repair this damage. Any liability of 4BIS Innovations is therefore limited to the free repair of any errors or shortcomings. The client must allow 4BIS Innovations to make repairs, failing which any liability of 4BIS Innovations in this regard will lapse.
14.4. In the event that 4BIS Innovations is liable for damage that is excessive in relation to the compensation as referred to in the previous paragraph, the liability of 4BIS Innovations will never exceed the amount that in the relevant case, under the liability insurance taken out by 4BIS Innovations, is actually paid out, increased by any deductible of 4BIS Innovations that is applicable under that insurance.
14.5. If for any reason no payment is made under the liability insurance, the liability of 4BIS Innovations is at all times limited to a maximum of the price paid by the client to 4BIS Innovations for that part of the agreement to which the liability of 4BIS Innovations relates.
14.6. The limitation period for all legal claims against 4BIS Innovations is, without prejudice to the application of the expiry periods as referred to in Article 11, one year after the date on which they become known, or at least the client can reasonably become aware of the claim.
14.7. The client indemnifies 4BIS Innovations against any claims from third parties, including but not limited to the end customer, who suffers damage in connection with the execution of the agreement and the cause of which is attributable to (an) other(s) than 4BIS Innovations. If 4BIS Innovations should be addressed by third parties, for this reason, the client is obliged to assist 4BIS Innovations both in and out of court and to immediately do everything that can reasonably be expected of him in that case. Should the client fail to take adequate measures, 4BIS Innovations is entitled to do so itself without notice of default. All costs and damage on the part of 4BIS Innovations and third parties arising, as a result, will be entirely at the expense and risk of the client.
14.8. The liability limitations from these general terms and conditions do not apply if the damage is caused by intent or willful recklessness on the part of 4BIS Innovations.
Article 15 – Confidentiality and Privacy
15.1. The parties will ensure that all information that they receive from each other (about each other and third parties) and of which it is plausible that this information is confidential is treated as such.
15.2. Confidential information is used only for the purpose for which it is provided.
15.3. The client indemnifies 4BIS Innovations against claims from persons whose personal data is processed in the context of the agreement (within the meaning of the General Data Protection Regulation) or authorities that supervise this. The client is at all times responsible for the processing of that personal data and for processing in accordance with the laws and regulations in the field of privacy and personal data. The client guarantees that he complies with these regulations.
15.4. The client is not permitted to reproduce and/or disclose the working methods, methods, and techniques of 4BIS Innovations without the prior written consent of 4BIS Innovations. Advice from 4BIS Innovations to the client will not be provided to third parties without the prior written consent of 4BIS Innovations.
Article 16 – Transfer of risk
16.1. The risk of loss, theft, misappropriation, or damage to items, data (including usernames, codes, and passwords), documents, software, or data files that are produced, delivered, or used in the context of the execution of the agreement is transferred to the client at the moment when these are placed in the actual power of disposal of the client or an auxiliary person of the client.
Article 17 – Intellectual Property
17.1. If 4BIS Innovations is willing to commit itself to transfer an intellectual property right, such an obligation can only be entered into explicitly and in writing. If the parties agree in writing that an intellectual property right with regard to software, websites, data files, equipment, or other materials developed specifically for the client will be transferred to the client, this does not affect the right or the possibility of 4BIS Innovations to development, use and/or exploit for any other purpose, without limitation, use and/or exploit for any other purpose, either for itself or for third parties, any underlying components, general principles, ideas, designs, algorithms, documentation, work, programming languages, protocols, standards and the like. Nor does the transfer of an intellectual property right affect the right of 4BIS Innovations to make developments for itself or a third party that is similar or derived from those that have been or are being made for the client.
17.2. All intellectual property rights to the software, websites, data files, equipment, or other materials developed on the basis of the agreement or made available to the client, such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, rest exclusively with 4BIS Innovations. , its licensors or its suppliers. The client acquires the rights of use that are expressly granted by these general terms and conditions, the written agreement concluded between the parties, and by law. A right of use accruing to the client is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.
17.3. The Client will not remove or have changed any indication(s) regarding the confidential nature or regarding copyrights, brands, trade names, or any other intellectual property right from the software, websites, data files, equipment, or materials.
17.4. Even if the agreement does not expressly provide for this, 4BIS Innovations is always permitted to make technical provisions for the protection of equipment, data files, websites, or software made available, software to which the client (directly or indirect) access is provided, and the like in connection with an agreed restriction in the content or the duration of the right to use these objects. The client will provide such do not remove or have circumvented any technical facility(s).
17.5. 4BIS Innovations indemnifies the client against any claim by a third party based on the claim that software, websites, data files, equipment, or other materials developed by 4BIS Innovations itself infringe an intellectual property right of that third party, on the condition that the client 4BIS Innovations Innovations immediately informs in writing about the existence and content of the claim and leaves the handling of the case, including making any settlements, entirely to 4BIS Innovations. To this end, the Client will grant the necessary powers of attorney, information, and cooperation to 4BIS Innovations to defend itself against these claims. This obligation to indemnify lapses if the alleged infringement is related (i) to materials made available to the supplier by the client for use, processing, processing, or maintenance, or (ii) to changes made by the client to the software without the written permission of 4BIS Innovations. , website, data files, equipment, or other materials or has installed them. If it has been irrevocably established in court that the software, websites, data files, equipment, or other materials developed by 4BIS Innovations itself infringe any intellectual property right belonging to a third party or if in the opinion of 4BIS Innovations there is a reasonable chance that such an infringement occurs, 4BIS Innovations will, if possible, ensure that the client can continue to use the delivered or functionally equivalent other software, websites, data files, equipment or materials. Any other or further indemnification obligation of 4BIS Innovations due to infringement of an intellectual property right of a third party is excluded.
17.6. The Client guarantees that no rights of third parties preclude the making available to 4BIS Innovations of equipment, software, material intended for websites, data files, and/or other materials and/or designs, for the purpose of use, maintenance, processing, installation or integration. The Client indemnifies 4BIS Innovations against any claim by a third party based on the claim that making it available, use, maintenance, processing, installing, or integrating in such a way infringes any right of that third party.
17.7. 4BIS Innovations is never obliged to perform data conversion unless this has been expressly agreed in writing with the client.
Article 18 – Applicable law and choice of forum
18.1. Only Dutch law applies to every agreement and all legal relationships arising from it between the parties.
18.2. All disputes related to agreements between 4BIS Innovations and the client, to which these terms and conditions apply and which do not fall within the competence of the sub district court, will be settled by the competent court in the district in which 4BIS Innovations has its registered office.
Article 19 – Right of Use and Restrictions on Use
19.1. 4BIS Innovations makes the agreed computer programs and the agreed user documentation available to the client for use during the term of the agreement on the basis of a user license hereinafter referred to as 'the software'. The right to use the software is non-exclusive, non-transferable, non-transplantable and non-sublicensable
19.2. The obligation to make available by 4BIS Innovations and the right of use of the client only extend to the so-called object code of the software. The client's right of use does not extend to the source code of the software. The source code of the software and the technical documentation created during the development of the software will not be made available to the client, even if the client is prepared to pay financial compensation for this.
19.3. The Client will always strictly observe the agreed restrictions, of whatever nature or content, on the right to use the software.
19.4. If the parties have agreed that the software may only be used in combination with certain equipment, the client is entitled to use the software on other equipment with the same qualifications for the duration of the malfunction in the event of a malfunction of the equipment.
19.5. 4BIS Innovations may require that the client does not start using the software until after the client has obtained one or more codes required for use from 4BIS Innovations, its suppliers, or the producer of the software. 4BIS Innovations is always entitled to take technical measures to protect the software against unlawful use and/or against use in a different way or for purposes other than that agreed between the parties. The Client will never remove (or have removed) or circumvent technical provisions intended to protect the software.
19.6. The Client may only use the software for and for the benefit of its own company or organization and only to the extent that this is necessary for the intended use.
19.7. The client is never permitted to sell, rent, alienate or grant limited rights to the software and the carriers on which the software is or will be recorded or made available to a third party in any way, for whatever purpose, or under whatever title. to set. Nor will the client give a third party - whether or not remotely (online) - access to the software or place the software at a third party for hosting, not even if the third party concerned uses the software exclusively for the benefit of the client.
19.8. If so requested, the Client will immediately cooperate with an investigation to be carried out by or for the benefit of 4BIS Innovations regarding compliance with the agreed restrictions on use. The Client will grant access to its buildings and systems at the first request of 4BIS Innovations. 4BIS Innovations will treat confidentially all confidential business information that it obtains in the context of an investigation from or from the client, as far as that information does not concern the use of the software itself.
19.9. The parties maintain that the agreement concluded between the parties, as far as it is made available for the use of software, will never be regarded as a purchase agreement.
19.10. 4BIS Innovations is not obliged to maintain the software and/or provide support to users and/or administrators of the software. If contrary to the foregoing, 4BIS Innovations is asked to provide maintenance and/or support with regard to the software, 4BIS Innovations may require that the client enters into a separate written agreement for this.
Article 20 – Acceptance
20.1. If the parties have not agreed to an acceptance test, the client will accept the software in the condition it is in at the time of delivery ('as is, where is'), therefore with all visible and invisible errors and defects. In the aforementioned case, upon delivery or, if an installation to be carried out by 4BIS Innovations has been agreed in writing, upon completion of the installation, the software will be deemed to have been accepted by the client.
20.2. If an acceptance test has been agreed between the parties, the provisions of Articles 20.3 to 20.10 shall apply.
20.3. Where 'errors' are mentioned in these general terms and conditions, this is understood to mean the substantial non-compliance of the software with the functional or technical specifications of the software expressly made known in writing by 4BIS Innovations, and, in the event that the software is wholly or partly customized software, to the functional or technical specifications expressly agreed in writing. An error only exists if the client can demonstrate it and it is also reproducible. The client is obliged to report errors immediately. 4BIS Innovations has no obligation whatsoever with regard to defects in or to the software other than with regard to errors within the meaning of these general terms and conditions.
20.4. If an acceptance test has been agreed, the test period is fourteen days after delivery or, if an installation to be carried out by 4BIS Innovations has been agreed in writing, fourteen days after completion of the installation. During the test period, the client is not entitled to use the software for productive or operational purposes. The Client will carry out the agreed acceptance test with qualified personnel and with sufficient scope and depth.
20.5. If an acceptance test has been agreed upon, the client is obliged to check whether the delivered software meets the functional or technical specifications expressly made known in writing by 4BIS Innovations and, if and as far as the software concerns fully or partially customized software, to the written agreed functional or technical specifications.
20.6. The software will be considered accepted by the parties
a) if the parties have agreed on an acceptance test: on the first day after the test period, or
b) if 4BIS Innovations receives a test report as referred to in Article 20.7 before the end of the test period: at the moment that the errors referred to in that test report have been repaired, without prejudice to the presence of errors that do not prevent acceptance according to Article 20.8, or
c) if the client makes any use of the software for productive or operational purposes: at the time of the relevant commissioning.
20.7. If it appears during the performance of the agreed acceptance test that the software contains errors, the client will report the test results to 4BIS Innovations in writing, clear, detailed, and comprehensible at the latest on the last day of the test period. 4BIS Innovations will make every effort to correct the intended errors within a reasonable period of time, whereby 4BIS Innovations is entitled to implement temporary solutions, program bypasses, or problem-avoiding restrictions.
20.8. The Client may not withhold acceptance of the software for reasons that are not related to the specifications expressly agreed in writing between the parties and furthermore not because of the existence of minor errors, i.e. errors that do not reasonably preclude the operational or productive use of the software. . Furthermore, acceptance may not be withheld because of aspects of the software that can only be judged subjectively, such as aesthetic aspects of user interfaces.
20.9. If the software is delivered and tested in phases and/or parts, the non-acceptance of a certain phase and/or part does not affect the acceptance of an earlier phase and/or another part.
20.10. Acceptance of the software in one of the ways referred to in this article results in 4BIS Innovations being discharged for the fulfillment of its obligations regarding the provision and delivery of the software and, if the installation of the software by 4BIS Innovations has also been agreed, of its obligations regarding the installation.
Article 21 – Hosting Services
21.1. If the agreement concerns the provision of disk space for equipment, the client will not exceed the agreed disk space, unless the agreement expressly regulates the consequences of this. The agreement includes the provision of disk space on a server reserved exclusively and specifically for the client only if this has been expressly agreed in writing. All use of disk space, data traffic, and other loads on systems and infrastructure is limited to the maximum agreed between the parties. The data traffic that has not been used by the client in a certain period cannot be transferred to the following period. 4BIS Innovations will charge an additional fee in accordance with the usual rates for exceeding the agreed maximums.
21.2. The Client is responsible for the management, including checking the settings, the use of the hosting service, and the way in which the results of the service are used. In the absence of explicit agreements in this regard, the client itself will install, set up, parameterize and tune the (auxiliary) software and, if necessary, adjust the equipment, other software, and user environment used for this and achieve the interoperability desired by the client. 4BIS Innovations is not obliged to perform data conversion.
21.3. Only if this has been expressly agreed in writing, the agreement also includes the provision or provision of backup, contingency, and recovery services.
21.4. 4BIS Innovations can temporarily shut down the hosting service in whole or in part for preventive, corrective, or adaptive maintenance. The supplier will not allow the shutdown to last longer than necessary, if possible have it take place outside office hours and, depending on the circumstances, start after consultation with the client.
Article 22 – Notice and Take Down
22.1. The client will at all times behave carefully and not unlawfully towards third parties, in particular by respecting the intellectual property rights and other rights of third parties, by respecting the privacy of third parties, not by disseminating data in violation of the law, by not allowing unauthorized access to provide systems, not to spread viruses or other harmful programs or data and to refrain from criminal offenses and violation of any other legal obligation.
22.2. In order to prevent liability towards third parties or to limit the consequences thereof, 4BIS Innovations is always entitled to take measures with regard to an act or omission by or at the risk of the client. At the first written request of 4BIS Innovations, the Client will remove data and/or information from the systems of 4BIS Innovations without delay, failing which 4BIS Innovations is entitled at its discretion to remove the data and/or information itself or to make access thereto impossible. 4BIS Innovations is furthermore entitled in the event of a violation or imminent violation to deny the client access to its systems with immediate effect and without prior notice. The foregoing does not affect any other measures or the exercise of other legal and contractual rights by 4BIS Innovations towards the client. In that case, 4BIS Innovations is also entitled to terminate the agreement with immediate effect, without being liable towards the client for this.
22.3. 4BIS Innovations cannot be required to form an opinion on the merits of the claims of third parties or of the client's defense or to be involved in any way in a dispute between a third party and the client. The Client will have to agree with the relevant third party in this regard and will inform 4BIS Innovations in writing and duly substantiated with documents.
Article 23 – Malware and/or viruses
23.1. The Client does not place malware and/or viruses on its website, application, or other material and/or accounts that could cause damage.
23.2. If the client has placed malware and/or viruses on its website, application, or other material and/or accounts, the malware and/or virus will be removed immediately.
23.3. If it repeatedly occurs that the client intentionally places malware and/or viruses on its website, application, or other material and/or accounts, 4BIS Innovations has the right to dissolve the agreement and disable the malware and/or virus.
Article 24 – Domain Registration
24.1. If 4BIS Innovations provides services for the client on the basis of the agreement with regard to a domain name, including, but not limited to, the application, extension or sale, or transfer to a third party, the client must submit the rules and working methods of the relevant authority(ies). to be taken into account. On request, 4BIS Innovations will provide the client with a written copy of those rules. 4BIS Innovations explicitly accepts no responsibility for the correctness or timeliness of the services or the achievement of the results intended by the client. The Client owes all costs associated with the application and/or registration in accordance with the agreed rates, or the absence of agreed rates, the rates customary at 4BIS Innovations. 4BIS Innovations does not guarantee that a domain name desired by the client is assigned to the client.
24.2. The domain registration takes place in the name and at the responsibility of the client.
24.3. The domain registration is per calendar year and cannot be changed. Changing the domain registration counts as a new domain registration.
24.4. 4BIS Innovations is never liable and responsible for damage resulting from the content and use of the domain and domain name.