General Terms and Conditions

Go to dutch page

 

ARTICLE 1 DEFINITIONS
ARTICLE 2 GENERAL
ARTICLE 3 OFFERS AND QUOTATIONS
ARTICLE 4 REALISATION OF THE AGREEMENT
ARTICLE 5 EXECUTION OF THE AGREEMENT
ARTICLE 6 CHANGES TO THE AGREEMENT
ARTICLE 7 DURATION OF THE AGREEMENT
ARTICLE 8 PRICES AND TARIFFS
ARTICLE 9 PAYMENT
ARTICLE 10 CANCELLATION OF THE AGREEMENT
ARTICLE 11 SUSPENSION AND DISSOLUTION OF THE AGREEMENT
ARTICLE 12 LIABILITY
ARTICLE 13 FORCE MAJEURE
ARTICLE 14 IS OBLIGATIONS 
ARTICLE 15 DSL BROADBAND SERVICES
ARTICLE 16 MAINTENANCE AND DISCONTINUATION OF SERVICES
ARTICLE 17 CLIENT OBLIGATIONS
ARTICLE 18 DEVELOPMENT OF SOFTWARE
ARTICLE 19 DELIVERY, INSTALLATION AND ACCEPTATION OF SOFTWARE
ARTICLE 20 INTELLECTUAL PROPERTY
ARTICLE 21 CANCELLATION OF SOFTWARE DEVELOPMENT ASSIGNMENTS
ARTICLE 22 AMENDMENT OF CONDITIONS
ARTICLE 23 PERIOD OF LIMITATION
ARTICLE 24 CONSUMER PROVISIONS
ARTICLE 25 APPLICABLE LAW AND CHOICE OF FORUM

ARTICLE 1 - DEFINITIONS

 

1.1 In these general terms and conditions the following terms shall have the following meanings unless otherwise explicitly indicated:

 

a. The private limited liability company IS:  IS Interned Services B.V., established in Purmerend, the Netherlands, office premises at Gorslaan 18, 1441 RG Purmerend, the Netherlands, registered at the Northwest Holland Chamber of Commerce under the number: 36049256;

 

b. Client: Any party entering into a contract with IS regarding the services or products mentioned in these terms and conditions.

 

c. Webhosting: A service provided by IS to its clients in which website space is offered on IS servers, the client's own servers including the requisite internet access, and the provision of periodic services, all this in the broadest sense of the word.

 

d. Software Development: The development for clients of a set of commands that serve as computer software, and the provision of all additional activities, all this in the broadest sense of the word.

 

e. User Name: A unique code / name, provided by IS, and that together with the "Password" allows access to the services provides by IS.

 

f. Password: A confidential code consisting of numbers, letters and / or other punctuation symbols, preferably a combination of these, initially provided by IS and which can usually be changed by the client, and that together with the "User Name" allows access to the services provides by IS.

 

g. Email Address: The unique Client electronic postal address which is registered with IS and to which the User Name, Password and other messages are sent, and with which electronic messages may be exchanged.

 

h. IP address: A unique number code provided by IS to the client. This address shall remain the property of IS at all times.

 

i. Software: Software and data carriers that enable Internet access that are provided by IS to the client.

 

j. Access Service: A service with which Internet can be accessed using DSL, dial-in, glass fibre or Ethernet, and with which broadband services may also be used.

 

k. Network Connection Point: An endpoint in the wired Telecommunications network where Peripheral Equipment can be connected, including the Facilities required to access the Internet and make use of broadband services.

 

l. Peripheral Equipment: Equipment intended to be connected directly or indirectly with the Network Connection Point in order to transfer, process or receive data.

 

m. Telecommunications Network: The equipment and other technical resources that enable the transfer and, where relevant, routeing of signals between Network Connection Points via cables, radio waves, optical or other electromagnetic systems in the broadest sense of the word.

 

n. Facilities: Components of the Telecommunications Network such as cables, equipment and Network Communication Points that are used in order to gain access to the Internet or DSL.

 

o. Terms and Conditions: These general terms and conditions, which are an integral part of every agreement made between IS and a client.

 

p. Services: The services to be delivered by IS using the technical infrastructure of IS include (1) the provision of Internet access, (2) the possibility to receive and send email using an Email Address, (3) Webhosting (4) Software Development, and (5) Domain Name Registration.

 

q. Registration: The filling in of an application form or assignment form either in writing or online on the IS website, and accepting these General Terms and Conditions in doing so.

 

r. Acceptance: The acceptance of the client (or the client's registration) by IS.

 

s. Domain Name: A unique name, whether linked to a website or not, which is registered in the name of a client.

 

t. Domain Name Registration: The registration of a particular name followed by an extension, and recorded in the name of a client and in a register used for this purpose.

 

u. Fair Use Policy: Guideline(s) on the maximum use by the client of data traffic, disc space and/or Internet or IS Network, and which are further determined in supplementary terms and conditions for the services to which they apply.

 

v. Code of Conduct: The generally accepted Internet code of conduct as laid down in the RFC 1855 (netiquette) guidelines (www.nlip.nl) and any future amendments to these.

 

w. Agreement: The agreement between IS and a Client on the terms of which ID Services are provided to the Client, or the agreement between IS and the Client whereby IS carries out a particular assignment for the Client, or the agreement whereby the Client purchases particular products from IS.

 

x. Connection: Access to IS services via Network Connection Points.

 

y. Line Sharing:  The technical possibility of making a wired telephone connection suitable for DSL and thereby maintaining the existing voice function.

back to top

 

ARTICLE 2 - GENERAL

 

2.1. These General Terms and Conditions shall apply to all offers and Agreements whereby IS provides the Client with products or services, whatever their nature, also if those products or services are not described in any way in these General Terms and Conditions. Exceptions to these General Terms and Conditions shall apply only if agreed explicitly and in writing between the parties concerned.

 

2.2. These General Terms and Conditions shall also apply to all agreements with the Client which require the involvement of IS third parties in order to be carried out.

 

2.3. All offers made by IS shall be free of any obligation unless explicitly stated otherwise in writing in the offer.

 

2.4. IS hereby explicitly rejects any other sales, purchase, delivery or other terms and conditions laid down by a client.

 

2.5. Should any provisions in these General Terms and Conditions be destroyed or declared null and void, the remaining provisions in these General Terms and Conditions shall remain fully in force. IS and the Client shall enter into consultation with each other to determine new provisions to replace the null and void and/or destroyed provisions, thereby taking into account where possible the scope and objective of the null and void and/or destroyed provisions.

back to top

 

ARTICLE 3 - OFFERS AND QUOTATIONS

 

3.1. All offers made by IS shall be free of any obligation unless a date for acceptance is stated in the offer.

 

3.2. Quotations made by IS are free of any obligation; they shall apply for a period of thirty (30) days unless otherwise indicated. IS shall be bound by the quotations only if the acceptance thereof is confirmed by the Client in writing or by email within thirty (30) days unless otherwise indicated.

 

3.3. All prices in the stated offers and quotations shall be in euros and shall not include sales tax and other government levies, or any other costs incurred in drawing up of Agreement such as postal and administrative costs, unless otherwise indicated.

 

3.4. A composite quotation shall not oblige IS to execute part of the assignment for a proportionate share of the indicated price.

back to top

 

ARTICLE 4 - REALISATION OF THE AGREEMENT

 

4.1. An Agreement between IS and the Client shall be realised following Registration by the Client and Acceptance / confirmation by IS. The confirmation shall confirm the contents of the agreement to be correct unless a written objection is made within seven (7) days of receiving the confirmation.

 

4.2. Registration by the Client shall be completed by filling in the relevant application form or assignment form either in writing or online and thereby accepting the Terms and Conditions that are sent to the Client with the registration form or assignment form, or referred to by IS and available on its Internet website  (www.is.nl).

 

4.3. IS shall, however, reserve the right to refuse a Client for reasons of motivation. IS shall not be obliged to provide a reason for refusal.

4.4. Once an Agreement has been drawn up between IS and the Client, IS shall provide the Client with a Password and a User Name where applicable.

 

4.5. The User Name, in combination with the Password, serves as an electronic signature or electronic identification resource, and as electronic proof of identity, for use by the Client in order to gain access to the Services provided by, and products sold by, IS.

 

4.6. The rights granted under this agreement are non-transferable to third parties.

back to top

 

ARTICLE 5 - EXECUTION OF THE AGREEMENT

 

5.1. IS shall execute the agreement to the best of its knowledge and ability, and in accordance with the requirements of good professional practice, based on the current level of knowledge and the required qualifications as agreed by the parties involved.

 

5.2. IS shall reserve the right to delegate certain tasks to third parties if and as is required to execute the agreement effectively.

 

5.3. The Client shall ensure that all information deemed by IS to be necessary, or the necessity of which the Client may reasonably be expected to comprehend, is supplied without delay.  Should the requisite information for carrying out the agreement not be supplied without delay, IS shall reserve the right to defer the agreement and/or charge any extra costs resulting from the delay to the Client.

 

5.4. If it has been agreed that the agreement is to be carried out in phases, IS may postpone the activities from a subsequent phase until the Client has approved the results of the previous phase in writing and/or paid for these, in which case payment shall serve as confirmation that the assignment has been carried out in accordance with the agreement.

 

5.5. Should activities by IS, or by third parties commissioned by IS, be carried out on Client premises or any other location designated by the Client, the Client shall ensure that those facilities that can be reasonably expected by the employees are provided free of charge.

 

5.6. The Client shall indemnify IS against any third party liability for damages incurred in the execution of the agreement and for which the Client is accountable.

back to top

 

ARTICLE 6 - CHANGES TO THE AGREEMENT

 

6.1. Client requests for additional activities, extra supplies or adjustments during the execution of the agreement can, solely at the discretion of IS, shall be regarded as supplementary work and charged to the Client at the normal rate. IS shall, however, be under no obligation to execute supplementary work at the request of the Client, and may require that a separate agreement is drawn up for additional activities, extra supplies or adjustments.

 

6.2. If it is shown during the execution of the agreement that the work to be done needs to be changed or supplemented to ensure its proper execution, parties shall adapt the agreement accordingly in mutual consultation and without delay.

 

6.3 If parties agree that the Agreement needs to be changed or supplemented, this decision may influence the time of completion of the assignment. IS shall inform the Client of this as soon as possible. The Client shall accept that any supplementary work as described in paragraph 6.1 may influence the time of completion of the assignment and/or the continuity of the work activities and/or the mutual responsibilities.

 

6.4 Should the change or supplement to the Agreement have financial and/or qualitative consequences, IS shall inform the Client of these beforehand.

 

6.5. If a fixed price has been agreed upon, IS shall indicate the degree to which the change or supplement to the agreement will result in an increase of that price.

 

6.6. Contrary to paragraph 6.4, IS shall not be able to charge additional costs if the change or supplement is a result of circumstances attributable to IS.

back to top

 

ARTICLE 7 - DURATION OF THE AGREEMENT

 

7.1. The Agreement shall be entered into for a period of time agreed by the parties involved, in the absence of which the Agreement shall be valid for a period of two (2) years.

 

7.2. If a term has been agreed to, within the term of validity of the Agreement, for the completion of certain work activities, the said term shall never constitute a term to be observed on penalty of forfeiture of rights. If the term of execution is exceeded, the client shall declare IS in default in writing.

 

7.3. The duration of the Agreement shall be extended automatically for the duration of the period originally agreed by the parties involved unless the Client or IS provides written notice of cancellation two (2) months in advance of the end of the period in question.

back to top

 

ARTICLE 8 - PRICES AND TARIFFS

 

8.1. The Client shall be liable for costs of services provided by and/or products purchased from IS in accordance with fixed tariffs and/or prices. The tariffs may consist of a single amounts and/or amounts to be paid in instalments. All stated amounts shall be in euros and shall not include sales tax and other government levies, or any other expenses incurred in drawing up of Agreement such as postal and administrative expenses, unless otherwise stated.

 

8.2 IS is authorized to increase the prices and tariffs applicable to the Services and products it has supplied, and following written notice to the Client at least 6 weeks before the price increase takes effect. Any agreed price decreases shall become effective on extension of the contract.  Tariffs and prices may be changed twice per calendar year unless otherwise agreed.

 

8.3. If IS has agreed a fixed tariff or hourly tariff with the Client, IS shall nonetheless be entitled to increase this fixed price or this fixed tariff or hourly tariff. IS may charge at the increased price if it can show that significant price increases occurred (with regard to salaries, for example) between the time of the offer and the supply thereof. Moreover, IS may increase a fixed price during the execution of the work activities if it can show that the amount of work was originally estimated or expected to such an inadequate extent on concluding the Agreement, and through any fault of IS, that IS can not be reasonably expected to execute the work activities at the originally agreed price.

 

8.4. IS shall provide the Client with written notice of an increase to the fixed price or fixed tariff or hourly tariff. IS shall also state the extent of the price increase and the date on which it shall take effect. The Client is entitled to cancel the Agreement in writing within seven (7) days of receipt of the said notice in the event of Price and tariff increases of 15% or more. The said cancellation shall become effective as of the date on which the price or tariff increase stated by IS would become effective.

 

8.5. IS offers the Client the possibility to monitor its data traffic. A subsequent charge shall be made for extra data traffic used if the limit stated in the agreement is exceeded.

back to top

 

ARTICLE 9 - PAYMENT

 

9.1 The Client shall be obliged to pay charges for IS Services by direct debit in advance per three (3) months, annually, per two years or another period of time determined IS unless otherwise agreed. Payment for IS Services shall be due initially as of the date, stated by IS to the Client, on which the Services in question have been delivered to the Client in working order. If the availability in working order is delayed as a result of the Client not providing IS, or a third party hired by IS, with adequate access to the location where a Network Connection Point and/or peripheral equipment is to be installed, payment shall be due from the date on which, on the sole judgement of IS, availability or adequate access could reasonably have been provided.

 

9.2. Payment of invoices issued by IS should be made (if direct debit does not apply) within thirty (30) days unless otherwise explicitly agreed. Contestation of the amount of the statements of expenses shall not suspend the fulfilment of the payment obligation by the Client. The Client is not entitled to compensate or deduct any amount for which the Client is obliged to pay to IS.

 

9.3. Should the Client fail to pay the amount due within the agreed term or the term of thirty (30) days, the Client is shall be in default by operation of law. In that event, the Client shall owe interest of one percent (1%) per month, unless the statutory interest rate as stated in article 6:119 or 6:119a of the Dutch Civil Code is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated as from the time the Client is in default until such time the Client has paid the amount in full. The provisions in article 6:119 paragraph 2 and 6:119a paragraph 3 of the Dutch Civil Code shall apply correspondingly.

 

9.4. Claims by IS against the Client shall become due on demand in the event that client's company is wound up, attached, declared bankrupt, or if a suspension of payment is granted.

 

9.5. IS shall be entitled to have payments made by the Client go first of all to reduce the costs, and subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest. IS reserves the right, without being in default, to refuse an offer for payment if the Client designates a different sequence of attribution. IS reserves the right, without being in default, to refuse an offer for payment if the Client designates a different sequence of attribution. IS shall be entitled to refuse payment of the principal sum if the said payment does not include the interest still due, the current interest and the costs.

 

9.6. If the Client fails in or defaults on the fulfilment of his payment obligations, the payment due to IS may be transferred to a third party, in which case the Client shall be obliged to pay, in addition to the amount due, all reasonable costs incurred including all extrajudicial costs and costs incurred by IS in collecting the due payment. The Client shall at minimum be liable to reimburse IS for collection charges, which will be calculated at a rate of fifteen percent (15%) of the total amount due.

 

9.7. Any judicial and execution costs incurred by IS shall also be charged to the Client.

 

9.8. If the Client remains in default to fulfil the obligation of payment to IS, after being informed in writing or electronically of the further term for payment of thirty (30) days, then IS shall be entitled to remove all access to IS Services.

back to top

 

ARTICLE 10 - CANCELLATION OF THE AGREEMENT

 

10.1. The Agreement may be cancelled exclusively on the provision of two (2) months notice in writing at the end of the term stated in article 7.1. Interim cancellation is not applicable.

 

10.2. Cancellation shall not be effective unless notice of cancellation is given two (2) months prior to the end of the term as stated in article 7.1.

back to top

 

ARTICLE 11 - SUSPENSION AND DISSOLUTION OF THE AGREEMENT

 

11.1. IS shall be authorized to suspend the fulfilment of its obligations immediately, or to dissolve the Agreement (without judicial intervention) if:
(a) the Client does not fulfil or fully fulfil its obligations resulting from the agreement; (b) IS learns, after the Agreement has been concluded, of circumstances giving good grounds on which to suspect that the Client will not fulfil its obligations. If good grounds exist on which to suspect that the client will only partially or improperly fulfil his obligations, suspension shall only be allowed in as far as the shortcoming justifies such action; (c) the client was asked to provide security to guarantee the fulfilment of his obligations resulting from the agreement when the contract was concluded, and that this security has not been provided or insufficient.  Authorization to suspend the Agreement shall expire once the said security has been established unless this has caused unreasonable delay.

 

11.2  In the event that The Client's company is financially liquidated, declared bankrupt, attached, or if a suspension of payment is granted, or if the Dutch insolvency Act for natural persons applies to the client or to the loss of his authority and/or legal capacity regarding his capital or part thereof, IS shall also be entitled to suspend its obligations forthwith, or to dissolve the agreement with immediate effect and without judicial intervention. IS shall allow a receiver a reasonable term of 7 days after which the receiver must ensure that the agreement can be met from the sale of the assets. In the event of default, IS shall be authorized the dissolve the Agreement forthwith without being liable for or to pay damages.

 

11.3. IS shall be authorized to dissolve the Agreement (or have the Agreement dissolved) if circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reason and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer reasonably be demanded.

 

11.4. A Client shall have the right to interim cancellation of the Agreement with IS if IS fails to meet its obligations as laid down in the Agreement with the Client or in these Terms and Conditions, but not before the Client has given notice, in writing, that IS is in default, including a proposed reasonable term for IS to take corrective action, and only if IS does not meet its obligations within the proposed period.

 

11.5. If the Agreement is dissolved, IS reserves the right to demand immediate payment of the due fees from the Client. If IS suspends fulfilment of its obligations, it shall retain its rights as laid down in the law, the Agreement, and these Terms and Conditions.

 

11.6. IS reserves the right to claim damages from the Client.

 

11.7. In the event of the Agreement being dissolved, IS shall inform the Client of the date on which the Agreement or Agreements has/have been dissolved.  Following the date of dissolution, the Client's Internet space shall be removed, its access code blocked and the domain name cancelled. Alternatively, IS shall cooperate with the transfer of the domain name until the date of dissolution, provided the Client has fulfilled all its obligations to IS. Following the date of dissolution, all consequences and costs arising as a result of using the website and domain name shall be for the Client and at the Client's own risk.

back to top

 

ARTICLE 12 - LIABILITY

 

12.1. IS shall be exclusively liable for damages as laid down explicitly in this article.

 

12.2. With explicit regard to the following provisions, IS is liable for damage incurred directly by the Client as a result of wilful acts or gross negligence by IS. Direct damages comprise exclusively the following:
(a) reasonable costs incurred by the Client necessary in order to facilitate an activity to be carried out by IS as laid down in the Agreement. These damages shall not, however, be compensated if the Client has dissolved the agreement (or had the Agreement dissolved).(b) all reasonable costs incurred in order to determine the cause and scope of the damages in as far as this applies to direct damages in the sense of these General Terms and Conditions.(c) all reasonable costs incurred in order to prevent or limit the damages, in as far as the Client is able to show that these costs have resulted in limiting direct damages in the sense of in these General Terms and Conditions.

 

12.3. IS shall only be liable on account of a breach of this Agreement if the Client declare IS in default forthwith and in writing, including a proposed reasonable term for IS to take corrective action and only if IS still does not meet its obligations within the proposed period.  The Client is also obliged to check that IS has taken adequate corrective action and, if this is not the case, after serving notice of default and granting a reasonable period of time in which IS can still take corrective action to rectify the remaining and/or additional shortcomings. The right to claim compensation for damages shall remain exclusively on the condition that the Client provides IS with written notice of its existence forthwith.

 

12.4. Until such time as the liability of IS has been excluded, this shall be limited in all cases to reimbursement of damages up to a maximum of the amount agreed to in the agreement and for the duration of the Agreement, or up to EUR 5000, the lowest sum of which shall be applicable per incident or series of incidents.

 

12.5. IS shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.

 

12.6. The use of cables, radio waves, optical resources or other electromagnetic resources in order to transfer or digitally and/or electromagnetically save data involves risks with regard to the maintenance and security of this data. IS shall not be liable for damages resulting from or in connection with the damage, violation, disappearance and publicising of the digitally and/ or electromagnetically saved data, or data transferred using cables, radio waves, optical resources or other electromagnetic resources, although IS shall do its utmost within the limits of the current level of knowledge to prevent such occurrences.

 

12.7 IS shall not cover third party liability. The Client shall indemnify IS against any third party liability for damages for which IS is not accountable and in particular for damages resulting from: Unprofessional use/faulty installation of - and the provision of incorrect/unlawful information and/or images from - an Internet site, or the client, the client's staff and/or third parties having placed or sent information which thereby constitutes a penal offence; gaining and/or providing access to - computer programmes/third party Internet sites (hacking) without the permission of the client or IS; the abuse or other infringement of third party rights.

 

12.8. IS explicitly disclaims any and all liability for damages by IS for the non-functioning or non-fully functioning or otherwise disrupted Services or access to its services in the event of an unexpected temporary or sudden increase in data traffic, the interruption or blocking of access to the system of the Internet by IS or third parties, power failure, vandalism, damage and any other contingency beyond its reasonable control, including in the event of any maintenance, and these shall not be interpreted as accountable shortcomings in the obligations of IS to its Client.

 

12.9. IS shall not be accountable for the shortcomings of providers of Telecommunications Networks and data/telecommunications networks to which the Telecommunications Networks are connected, and providers of Network Connection Points, Peripheral Equipment and Facilities; IS explicitly disclaims any and all liability for this.

 

12.10. The limitations and/or exclusions of liability stated in this article shall cease to be applicable in the event of intent or gross negligence on the part of IS.

back to top

 

ARTICLE 13 - FORCE MAJEURE

 

13.1. Parties shall not be held to fulfil any of their obligations if they are hindered to do so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.

 

13.2. In addition to the provisions of the law and the judicial law in this respect, force majeure shall in these General Terms and Conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which IS cannot exert any influence but which prevents IS from fulfilling its obligations to the Client.  Industrial action by IS staff shall also be understood to be a circumstance of force majeure.

 

13.3. IS shall also be entitled to invoke force majeure if the circumstance rendering the fulfilment or further fulfilment of its obligation(s) impossible, commencing after the point in time at which IS should have fulfilled its obligation.

 

13.4. Throughout the duration of the circumstances of force majeure, parties shall be entitled to suspend the fulfilment of their obligations. If this period lasts for more than three (3) months, either of the parties shall be entitled to dissolve the agreement without any obligation to pay the opposite party damages.

 

13.5. Should IS have already partially fulfilled its obligations resulting from the Agreement at the moment the circumstance of force majeure commenced, or shall be able to fulfil them, and provided a separate value can be attributed to the part already fulfilled or still to be fulfilled, IS shall be entitled to submit a separate statement of expenses to the Client for the part already fulfilled or still to be fulfilled.  The client shall be obliged to pay this statement of expenses as if it were a separate agreement. 

back to top

 

ARTICLE 14 - IS OBLIGATIONS

 

14.1. IS shall do its utmost to provide the most effective possible access its Services.  IS shall be obliged to regularly check and thoroughly maintain the equipment and systems it uses and shall ensure that the capacity of the said equipment and systems is sufficiently adequate to prevent failure during the course of normal use. IT is, however, technically impossible for IS to prevent every failure or limitation of its Services. Moreover, IS is also dependent on third parties including telecommunications and data transport providers. IS shall rectify failures or limitations in the access to its Services as quickly as possible. IS liability for the non-functioning or non-fully functioning of the access to its Services shall be limited to the provisions laid down in article 12 of these General Terms and Conditions.

 

14.2. IS provides access to its Services via a Network Connection Point at a location agreed with the Client. IS shall in no way be accountable for any equipment and cabling required in order to gain access to the Internet, and currently disclaims all liability to such extent as is necessary.

 

14.3. IS shall not guarantee the services it delivers, nor shall it be obliged to make immediate use of all its available resources in order to solve any failures and/or shortcomings at the Client's first request.

back to top

 

ARTICLE 15 - DSL BROADBAND SERVICES

 

15.1. For connection to DSL, the telecommunications provider concerned should ensure that a fixed telephone connection is rendered suitable for DSL use.  The telecommunications provider alone can determine whether a fixed telephone connection is suitable for DSL use. IS is dependent on the telecommunications provider concerned with regard to the adapting the fixed telephone connection; IS can therefore never be held liable for proceedings and/or information regarding the availability of DSL from the telecommunications provider - to such extent as is necessary, IS currently disclaims all liability regarding the availability of conversion to DSL.

 

15.2. IS can not vouch that all telecommunications providers concerned shall be able to adapt a fixed telephone connection for DSL or that Linesharing shall be possible. The Client itself shall verify the options available from its telecommunications provider.

 

15.3. The Client shall be charged for all extra data traffic above the agreed limit for DSL connections with a data limit.

back to top

 

ARTICLE 16 - MAINTENANCE AND DISCONTINUATION OF SERVICES

 

16.1. The technical characteristics of IS Services and the data and telecommunications network

 

16.2. Where possible, IS shall implement the modifications to its Services (or delegate these) as laid down in article 16.1 without affecting the application possibilities for the Client and the Peripheral Equipment use by the Client. If this is not possible and, for example, the discontinuation of IS Services or the IS Network is required, IS shall have the right to implement such a modification seven (7) days following a reasonable period of notice to the Client, unless urgency should oblige IS to take immediate action. IS exclusively disclaims liability for damages incurred by the Client as a result of implemented modifications.

 

16.3. IS shall in no way be accountable to the Client for modifications to data and telecommunications Networks, whereby IS is dependent upon telecommunications and data transport providers.

 

16.4. Telecommunications and data transport providers have the right to take all measures required to prevent or repair failures in the data and telecommunications network, to take measures required to prevent damage or disruption, or to execute preventative maintenance.  The Client shall be obliged, at its own expense, to immediately follow instructions provided by the telecommunications and data transport providers and communicated via IS.

 

16.5. IS reserves the right to discontinue its Services, as laid down in these General terms and Conditions, if the Client does not fulfil its obligations to IS. Furthermore, IS reserves the right to remove Client pages fro the Internet at all times if these obstruct or make IS Services impossible. The obligation of the Client to pay for expenses as described in paragraph 8.1 of these General Terms and Conditions shall remain in force during the period of discontinuation. IS shall only continue to provide its services if the Client fulfils its obligations and pays the reconnection charges beforehand and within the time period stipulated by IS.

back to top

 

ARTICLE 17 - CLIENT OBLIGATIONS

 

17.1. Internet access provided by IS to the Client is governed by the Code of Conduct and the general terms and conditions of the Fair Use Policy. If the Client acts, repeatedly or otherwise, in breach of this Code of Conduct and/or the Fair Use Policy, IS reserves the right to cease the Client's access to the Internet and to dissolve the Agreement.

 

17.2. The Client shall not transfer the User Name and the Password to third parties without the permission, written or otherwise, of IS.

 

17.3. The Client shall guarantee to follow all reasonable instructions given by IS regarding the use of its Services in order that the Services can be implemented in a reasonable and straightforward fashion, and provide the relevant cooperation requested by IS where reasonable.

 

17.4. Personal Client information provided to IS shall be stored carefully and in accordance with legal requirements, and use exclusively for management and administration purposes. Nor shall personal information be divulged to third parties, unless IS is obliged to do so by law or on the basis of a potential judicial verdict.

 

17.5. The Client shall inform IS, in writing, without delay and at least four weeks beforehand of any change in its address or correspondence address. The Client shall inform IS, in writing and without delay of any proposed modification to, or relocation of, its Internet connection. The client shall receive a specification from IS of the costs associated with the said changes.

back to top

 

ARTICLE 18 - DEVELOPMENT OF SOFTWARE

 

18.1. Parties shall specify in writing what software shall be developed and how this shall be implemented. IS shall develop the software with due care on the basis of the data supplied by the Client, who shall guarantee IS their accuracy, completeness and consistency.

 

18.2. IS shall be entitled, but not be bound, to verify the correctness, completeness or consistency of the data or specifications put at its disposal and, if any flaws are found, to suspend the work agreed on until Client has removed those flaws.

back to top

 

ARTICLE 19 - DELIVERY, INSTALLATION AND ACCEPTATION OF SOFTWARE

 

19.1. IS shall deliver the software to be developed to the Client in accordance with the specifications laid down in writing, and, if it was agreed in writing that the installation would be carried out by IS, install the said software.

 

19.2. If an acceptance test was agreed in writing, the test period shall be fourteen (14) days following delivery, or, if it was agreed in writing that the installation would be carried out by IS, following the installation.  Parties shall determine the content and specifications of the acceptance test in mutual consultation.

 

19.3. The software shall be deemed accepted by the parties:
(a) if no acceptance test was agreed between the parties: on delivery, or
(b) if an installation to be carried out by IS was agreed in writing: following completion of the installation or, (c) if an acceptance test was agreed between the parties: On the first day following the test period, or if IS receives a test report as described in paragraph 19.5 before the end of the test period: The moment at which the faults recorded in the test report have been rectified, without prejudice to the presence of defects as laid down in paragraph 19.6 that do not hinder an acceptance test.
Contrary to he aforementioned, the software shall be deemed fully accepted if, and from the moment when, the Client makes use of the software for the purpose of production or operation before the moment of acceptance.

 

19.4 If, during the agreed acceptance test, the software is shown to contain faults that hinder the acceptance test, the Client shall inform IS of this as soon as possible in detail and in writing, in which case the test period shall be suspended until such time as the software has been modified sufficiently to no longer cause a hindrance.

 

19.5 If it is shown during the agreed acceptance test that the software contains defects other than those described in paragraph 4, the Client shall inform IS of this in writing without delay, and no later than the last day of the test period, in the form of a detailed test report. IS shall rectify the reported defects to the best of its ability and within a reasonable period of time during which IS is entitled to introduce a temporary solution or software deviation or problem-avoiding restrictions in the software.

 

19.6. Acceptance of the software may not be refused on any other grounds than those connected with the explicit specifications agreed by the parties, or due to the existence of minor defects provided these do not, within reason, hinder the implementation of the software for operational or production purposes, without prejudice to the obligation of IS to correct these minor defects.

 

19.7. If the software is to be delivered and tested in phases and/or components, the non-acceptance of a particular phase and/or component shall not impede the acceptance of a previous phase and/or different component.

back to top

 

ARTICLE 20 - INTELLECTUAL PROPERTY

 

20.1. All intellectual property rights of products and services provided by IS belong to IS and shall not be limited to software, equipment, models, analyses, documentation, manuals, quotations, and the preparatory material for these, unless otherwise specifically agreed in writing.

 

20.2. The Client shall not be permitted to alter or remove products supplied by IS or the trademarks or identifications symbols applied to the packaging of these products, or to alter, publicise or copy all or part of the products and/or services supplied.

 

20.3. IS shall provide the Client with a non-exclusive user right regarding products and/or services supplied by IS.  Without explicit written permission from IS, the Client shall not be entitled to use the products and/or services supplied to any other end than that agreed upon, and/or fully or partially make available, transfer, and/or license its rights and/or authorisation to third parties.

 

20.4. The Client shall guarantee to permit IS to copy, publicise or otherwise process the goods and/or services made available to IS as agreed by the parties, and that this shall not infringe the intellectual property rights of third parties. The Client shall submit to IS all required proof of its rights, such as (but not limited to) a copy of a trade registration certificate or license agreement.

 

20.5. In the event of third party claims regarding infringement of intellectual property rights, or when infringement of third party rights is suspected in the execution of an agreement, IS shall be free to take measures at its discretion in order to eliminate the suspicion of infringement and limit any damages as far as possible.  Should the Client incur costs as a result of measures taken by IS, IS shall not be liable for these.

 

20.6. The Client shall provide IS with indemnity for all damages and costs for which IS is held accountable as a result of third party allegations of infringement on their intellectual property rights, regarding products and/or services provided to the Client by IS. The Client shall provide IS at its first request with sufficient security for the fulfilment of its financial obligations to IS incurred as a result of this.

 

20.7. The Client shall inform IS immediately if any claim by a third party regarding infringement or impending infringement on intellectual property rights with regard to the products and/or services provided (or still to be provided) by IS.

back to top

 

ARTICLE 21 - CANCELLATION OF SOFTWARE DEVELOPMENT ASSIGNMENTS

21.1. Should the Client entirely or partially cancel an agreed assignment, the Client shall be obliged to pay all costs reasonably incurred in implementing the said assignment, without prejudice to the right of IS to claim compensation for loss of profits and other damages incurred as a result of the said cancellation.

back to top

 

ARTICLE 22 - AMENDMENT OF CONDITIONS

 

22.1. IS shall be entitled to amend these General Terms and Conditions and any other conditions unilaterally. These amendments shall also apply to any existing agreement; IS shall thereby take into account the reasonable interests of the Client.

 

22.2. Amendments shall take effect fourteen (14) days following written or electronic notice given by IS, or on a date as stated in the said notice.

 

22.3. The Client has the right to cancel the Agreement if it does not wish to accept the General Terms and Conditions on account of these resulting in a significant increase in the Client's obligations or in a service provided by IS that differs significantly from the same service provided prior to the amendment. The Client shall nevertheless be obliged to cancel the Agreement in writing or electronically as from the date on which the amendment shall take effect. This cancellation should be made without delay, in other words before the date on which the amendment shall take effect.

back to top

 

ARTICLE 23 - PERIOD OF LIMITATION

 

23.1. Rights of action held against IS by the Client, not those of the Client's consumer, shall lapse no later than one (1) year after commencement thereof.

back to top

 

ARTICLE 24 - CONSUMER PROVISIONS

 

24.1. If the Client is a natural person, not acting in the course of his business or profession, the provisions in these General Terms and Conditions shall not apply if and so far as they fall within the scope of the provisions laid down in article 236 in book 6 of the Dutch Civil Code.

back to top

 

ARTICLE 25 - APPLICABLE LAW AND CHOICE OF FORUM

 

25.1. Dutch law shall exclusively apply in the event of all legal proceedings arising from or related to an Agreement or Agreements between IS and the Client.

 

25.2. The Court of Amsterdam shall have exclusive jurisdiction in all disputes arising from or related to an Agreement or Agreements between IS and the Client, unless an alternative court is authorized on the grounds of competence.

In the event of discrepancies or ambiguity regarding the translation of these General Terms and Conditions, the Dutch text shall prevail.

back to top