Definitions

Supplier: The user of these general terms and conditions, i.e. the supplier Sipressa, duly represented by Mr D. Ram, having its registered office and its place of business in (3731 KN) De Bilt at the Prof. Dr. W. Einthovenweg 9, registered with the Chamber of Commerce under number 14093082.

Client: The other party of the Supplier as indicated in the Agreement.
Third Party (Parties): a person or company not involved in the Agreement as a party.

Agreement: the agreement signed by the Supplier and the Client for the remote use of the software applica- tionto which these general terms and conditions are applicable and to which agreement these general terms and conditions are attached.

1.
Applicability of the general terms and conditions of Sipressa
1.1
These general terms and conditions are applicable to any and all offers and agreements in pursuance of which the Supplier delivers goods and/or supplies services of any nature whatsoever and under any name whatsoever to the Client. These general terms and conditions are in particular applicable to the ‘Agreement for the remote use of the software application’ drawn up by Sipressa.
1.2
These general terms and conditions are also applicable to any and all agreements with the Supplier for
the implementation of which Third Parties are involved.
1.3
Deviations from and supplements to these general terms and conditions are only legally valid if they have been stipulated by the parties in writing.
1.4
The applicability of purchase or other terms and conditions of the Client is expressly rejected.
1.5
Should any provision of these general terms and conditions be invalid or cancelled then the remaining provisions of these general terms and conditions shall remain in full force and effect. As the occasion arises the Supplier and the Client shall enter into discussions with the objective of agreeing on new provisions to replace the invalid or cancelled provisions in the course of which the objective and the scope of the invalid or cancelled provision are taken into account.
2.
Proposals / offers
2.1
Any and all proposals / offers and other expressions of the Supplier are subject to contract, unless the Supplier indicates otherwise in writing.
2.2
The Client guarantees the correctness and completeness of the data supplied to the Supplier by or on behalf of the same on which the Supplier bases its proposal / offer. The Client always observes the utmost care that the requirements that the performance of the Supplier must comply with are correct and complete. Dimensions and data mentioned in drawings, images, catalogues, websites, offers, advertising material, standardisation sheets, and the like do not have binding effect on the Supplier, barring if expressly indicated otherwise by the Supplier.
3.
Price and payment
3.1
All prices are excluding turnover tax (VAT) and other official duties that are or have been imposed. Unless stipulated otherwise, all prices are quoted in EUR and the Client must effectuate any and all payments in EUR.

3.2
Any and all cost estimates and budgets provided by the Supplier are exclusively of an indicative nature, unless the Supplier indicates otherwise in writing. The Client can never derive any rights or expectations from a cost estimate or budget provided by the Supplier. An available budget communicated to the Supplier by the Client shall never be qualified as a (fixed) price stipulated by and between the parties for the performances to be delivered by the Supplier.Only if stipulated by and between the parties in writing shall the Supplier be held to inform the Client of animminent overstepping of a cost estimate or budget provided by the Supplier. 3.3
If the Client consists of multiple natural persons and/or legal persons then each of these persons
shall jointly and severally be held to pay the amounts due on account of the agreement.
3.4
With regard to the performances delivered by the Supplier and the amounts payable for the same by the Client the relevant documents and data from the administration of the Supplier shall provide complete evidence, without prejudice to the right of the Client to produce evidence to the contrary. 3.5
If there is question of a periodic payment obligation of the Client then it is noted that the Supplier is authorised to adjust the applicable prices and rates in writing in consideration of a notice period of at least three months. If the Client does not wish to agree with this kind of adjustment then the Client is authorised to give written notice of termination of the agreement at the date when the adjustment would enter into force. The Client is not entitled to said right to terminate if it was stipulated by and between the parties that the ap- plicable prices and rates are adjusted in consideration of an index or other criterion agreed on by the parties. 3.6
The parties shall establish the date or dates when the Supplier charges the fee for the stipulated performance to the Client in the agreement (or in a schedule pertaining to the agreement). Payable amounts are paid by the Client in accordance with the stipulated payment conditions or the payment conditions specified on the invoice. Failing specific instructions the Client shall pay within a time limit after the date of the invoice es- tablished by the Supplier. The Client is not entitled to suspend any payment or to settle any payable amounts. 3.7
If the Client does not pay the payable amounts or late then the Client shall, without any demand or notice of default being required, be liable to pay the statutory commercial interest on the outstanding amount. If the Client fails to pay the claim after a demand or notice of default then the Supplier can outsource the claim in which instance the Client shall, in addition to the payable total amount, also be held to pay all judicial and extrajudicial costs, including all costs charged by external experts.
4.
Confidentiality and takeover of staff
4.1
The Client and the Supplier see to it that any and all data received from the other party of which said party knows or should within reason know that they are of a confidential nature remain secret. The party that re- ceives confidential data shall only use these for the objective for which they were made available. Data are in any case qualified as confidential if they are referred to as such by one of the parties.
4.2
During the term of the agreement and during a period of one year after termination thereof each party shall only employ employees of the other party who are or were involved in the implementation of the agreement, or to otherwise have these employees work for the same, either directly or indirectly, after prior written consent of the other party. Conditions can be imposed on the aforementioned consent. 5.
Privacy, data processing and security
5.1
Should the Supplier deems this to be appropriate for the implementation of the agreement then the Client shall, if so requested, inform the Supplier in writing about the manner that the Client implements its statutory obligations in the area of personal data protection.

5.2
The Client indemnifies the Supplier against any and all claims of persons whose personal data were registered or are processed within the framework of a register of personal data that is kept by the Client or for which the Client is otherwise by law responsible, unless the Client demonstrates that the facts on which the claim is based must exclusively be blamed on the Supplier.
5.3
The responsibility for the data that are processed whilst making use of a service supplied by the Supplier is exclusively vested in the Client. The Client guarantees vis-à-vis the Supplier that the content, the use and/or the processing of the data are not unlawful and do not infringe any right of a third party. The Client indemnifies the Supplier against each and every legal claim of third parties, on any account whatsoever, that is related to these data or the implementation of the agreement.
5.4
Should the Supplier be held, in pursuance of the agreement, to provide for a form of information security then said security shall comply with the specifications regarding security agreed on in writing by and between the parties. The Supplier never guarantees that the information security shall be effective in all circumstances. If expressly described security is absent in the agreement then the security shall comply with the level that is, having regard to the state of the art, the sensitivity of the data and the costs associated with the imposition of the security, not unreasonable.
5.5
If computer, data or telecommunications facilities are used for the implementation of the agreement or otherwise then the Supplier shall be authorised to assign access or identification codes to the Client. The Supplier is authorised to change the assigned access or identification codes. The Client handles the access and identification codes confidentially and with due care and only communicates the same to authorised members of staff. The Supplier shall never be liable for damages or costs that are the result of use or abuse of access or identification codes, unless the abuse was possible as a direct result of an act or omission of the Supplier. 6.
Reservation of title and rights, specification and suspension.
6.1
Any and all goods delivered to the Client shall remain the property of the Supplier until all amounts that the Client is due to the Supplier on account of the agreement concluded by and between the parties were paid in full to the Supplier. A Client who acts as a reseller is allowed to sell and deliver all the goods that are subject to the reservation of title of the Supplier to the extent that this takes place within the framework of its normal business operations. If the Client forms a new good (also) from goods delivered by the Supplier then the Client shall only form said good for the Supplier and the Client holds the newly formed good on behalf of the Supplier until the Client has paid all amounts due on account of the agreement; in that case the Supplier shall remain the owner of the newly formed good up to the moment of satisfaction in full.
6.2
The consequences under property law of the reservation of title of a good meant for export are governed by the law of the country of destination if said law contains provisions that are more favourable for the Supplier. 6.3
Rights, including user rights, are, as the occasion arises, granted or transferred on the condition that the Client paid all fees payable on account of the agreement concluded by and between the parties in full. If the parties agreed on a periodic payment obligation for the granting of a user right then the Client shall be entitled to the user right as long as the Client complies with its periodic payment obligation.
6.4
The Supplier can retain the goods, products, property rights, data, documents, software, data files and (interim) results of the services of the Supplier received or generated within the framework of the agreement despite an existing obligation to release or transfer until the Client has paid all amounts due to the Supplier. 7.
Risk
7.1
The risk of loss, theft or embezzlement of or damage to goods, products, data, documents, software, data

files or data (codes, passwords, documentation, etc.) that are manufactured or used within the framework of the implementation of the agreement transfers to the Client at the moment that the same are in the actual possession of the Client or an auxiliary person of the Client. To the extent that these objects are in the actual possession of the Supplier or an auxiliary person of the Supplier the Supplier shall bear the risk of loss, theft, embezzlement or damage.

8.
Intellectual property rights
8.1
If the Supplier is willing to commit to transfer of an intellectual property right then this kind of commitment can only be concluded expressly 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 specifically developed for the Client shall transfer to the Client then this shall not affect the right or the possibility of the Supplier to use and/or operate the components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards, and the like on which said development is based for different purposes, either for itself or for third parties.The transfer of an intellectual property right shall neither affect the right of the Supplier to make developments, either for the benefit of itself or for the benefit of third parties, that are similar to or borrowed from those that are or were made for the benefit of the Client.
8.2
Any and all intellectual property rights in respect of the software, websites, data files, equipment or other materials, e.g. analyses, designs, documentation, reports, offers, as well as preparatory material for the same, developed or made available to the Client on the basis of the agreement are exclusively vested in the Supplier, its licensors, or its suppliers. The Client exclusively obtains the user rights that are expressly assigned pursuant to the general terms and conditions and by law.
A user right assigned to the Client is non-exclusive, non-transferable to third parties and non-sublicensable. 8.3
The Client is not allowed to remove or change any indication regarding the confidential nature or regarding copyrights, brands, trade names or any other intellectual property rights from the software, websites, data files, equipment or materials.
8.4
Even if the agreement does not expressly provide for a relevant authority, the Supplier shall be authorised to include technical facilities for the protection of the software, equipment, data files, websites, and the like in connection with a stipulated limitation in the content or the duration of the right to use these objects. The Client shall never be authorised to remove (have removed) or circumvent (have circumvented) this kind of technical facility.
8.5
The Supplier indemnifies the Client against any and all legal claims of a third party that are based on the allegation that the software, websites, data files, equipment or other materials developed by the Supplier infringe an intellectual property right of said third party on the condition that the Client forthwith informs the Supplier in writing of the existence and the content of the legal claim and leaves the handling of the case, including the conclusion of possible settlements, entirely up to the Supplier. To this end the Client shall grant the required powers of information, provide the required information and lend the required cooperation to, where necessary in the name of the Client, put forward a defence against these legal claims. This indemnification obligation expires if the alleged infringement is related to (i) materials made available to the Supplier by the Client for use, processing, treatment or incorporation, (ii) changes that the Client or a third party made in the software, websites, data files, equipment or other materials without written consent of the Supplier. If it has irrevocably been established in court that the software, websites, data files, equipment or other materials developed by the Supplier infringe an intellectual property right vested in a third party or if there is, at the discretion of the Supplier, a reasonable chance that this kind of infringement may occur then the Supplier shall, where possible, see to it that the Client can continue using the delivered goods or functionally equivalent other software, websites, data files, equipment or materials. Each and every other or further-reaching indemnification obligation of the Supplier is excluded.

8.6
The Client guarantees that rights of third parties do not oppose the availability to the Client of equipment, software, material meant for websites (visual material, text, music, domain names, logos., hyperlinks, etc.), data files or other materials, including design material , in view of the use, processing, installation or incorporation (e.g. in a website) thereof.
The Client indemnifies the Supplier against each and every claim of a third party that is based on the allegation that said availability, use, processing, installation or incorporation infringes any right of said third party. 9.
Cooperation obligations
9.1
The parties acknowledge that the success of activities in the area of information and com- munications technology basically depends on a correct and timely mutual cooperation. To ensure a proper implementation of the agreement by the Supplier the Client shall always provide all the data or information that the Supplier deems to be appropriate, useful or required and lend its full cooperation in a timely fashion. If the Client relies on its own staff and/or auxiliary persons within the framework of lending cooperation to the implementation of the agreement said staff and auxiliary persons shall dispose of the necessary knowledge, expertise and experience.
9.2
The Client bears the risk of the selection, the use, the application and the management in its organisation of the equipment, software, websites, data files and other products and materials and of the services to be supplied by the Supplier. The Client personally provides for the correct settings of the equipment, software, websites, data files and other products and materials.
9.3
If the Client does not make data, documents, equipment, software, materials or cooperation that the Supplier deems to be appropriate, useful or required for the implementation of the agreement available to the Supplier or late or not in accordance with the arrangements or if the Client does otherwise not comply with its obli- gations then the Supplier shall be entitled to proceed with full or partial suspension of the implementation of the agreement and the Supplier shall also be entitled to charge the relevant costs in accordance with its usual rates, all without prejudice to the right of the Supplier to enforce any other statutory and/or stipulated right. 9.4
If employees of the Supplier perform activities at the location of the Client then the Client shall provide for facilitieswithinreasonrequiredbytheseemployeesfreeofcharge,e.g.computer,dataandtelecommunicationsfacilities. The work area and facilities shall comply with all statutory and otherwise applicable requirements regarding working conditions. The Client indemnifies the Supplier against any and all claims of third parties, including employees of the Supplier, who in connection with the implementation of the agreement incur damages that are the result of acts or omissions of the Client or of unsafe situations within its organisation. The Client shall communicate the company and safety rules applicable within its organisation to the employees relied on by the Supplier prior to the start of the activities.
9.5
If during the implementation of the agreement computer, data or telecommunications facilities are used, including the internet, then the Client is responsible for the correct choice of the relevant required resources and the timely and completely availability of the same, barring the facilities that are directly used and managed by the Supplier. The Supplier shall never be liable for damages or costs on account of transmis- sion errors, failures or unavailability of these facilities, unless the Client demonstrates that these dam- ages or costs are the result of intent or intentional recklessness of the management of the Supplier.

10.
Delivery periods
10.1
All (delivery) periods and (completion) dates mentioned or stipulated by the Supplier were established to the best of its knowledge on the basis of the data that were known to the same at the time of the conclusion of the agreement. Interim (delivery) dates mentioned by the Supplier or stipulated by the parties are always qual- ified as target dates, shall not have binding effect on the Supplier and are always of an indicative nature. The Supplier shall make every reasonable effort to observe the latest (delivery) periods and latest (completion) dates as much as possible. The Supplier is not bound by a, whether or not latest, (delivery) period or (comple- tion) date that can no longer be realised due to circumstances that were beyond its control and that occurred after the conclusion of the agreement. Nor is the Supplier bound by a, whether or not latest, (delivery) peri- od or (completion) date if the parties agreed on a change of the content or scope of the agreement (contract extras, change of specifications, etc.) or a change in the approach of the implementation of the agreement. If any period appears to be exceeded the Supplier and the Client shall enter into discussions in order to discuss the consequences of the overstepping for the further planning.
10.2
The mere overstepping of a latest (delivery) period or (completion) date mentioned by the Supplier or stip- ulated by the parties shall not cause the Supplier to be in default. In all instances – hence also if the parties expressly agreed on a latest (delivery) period of latest (completion) date in writing – the Supplier shall only be in default on account of overstepping the period or date after the Client has given the same written notice of default. The notice of default should contain a description of the default that is as detailed as possible in order that the Supplier is given the opportunity to react adequately.
11.
Dissolution and termination of the agreement
11.1
Each party is only authorised to dissolve the agreement on account of an imputable failure to comply with the agreement if the other party, always in all instances after a written notice of default that is as detailed as possible in pursuance of which a reasonable time limit is imposed for remedy of the failure, imputably fails to comply with essential obligations by virtue of the agreement. Payment obligations of the Client and all other obligations regarding cooperation by the Client or by third parties relied on by the Client are always qualified as essential obligations pursuant to the agreement.
11.2
If at the time of the dissolution as intended in article 11.1 the Client has already received performances for the implementation of the agreement then these performances and the relevant payment obligation shall not be affected by the dissolution, unless the Client demonstrates that the Supplier is in default with regard to the essential component of said performances. Amounts invoiced by the Supplier prior to the dissolution in con- nection with that which has already been performed properly for the implementation of the agreement shall, in consideration of the provisions set forth in the previous sentence, remain payable in full and immediately fall due at the time of the dissolution.
11.3
If an agreement does, due to its nature and content, not come to an end following completion, was concluded for an indefinite period of time, then each party can terminate the agreement in writing after proper consul- tation and stating the reasons thereof. If a notice period has not been stipulated between the parties then a reasonable period should be taken into account in case of termination. The parties shall never be liable to pay compensation for damages in case of termination.
11.4
The Client shall never be authorised to terminate an agreement for the provision of services concluded for a definite period of time before the end of the term.

11.5
Each party can terminate the agreement in writing, without any notice of default being required, with imme- diate effect, either in whole or in part, if the other party is granted – whether or not provisional – suspension of payment, if a winding-up petition is filed in respect of the other party, if the undertaking of the other party is liquidated or terminated other than for the benefit of a reconstruction or merger of undertakings, or if the decisive control over the undertaking of the other party changes. The Supplier shall never be held to pay any restitution of already received monies or to pay any compensation for damages on account of said termination. In case of insolvency of the Client the right to use the software, websites, and the like made available to the Client shall expire by operation of law.
12.
Liability of the Supplier
12.1
The total liability of the Supplier on account of an imputable failure to comply with the agreement or on any other account, expressly also including any failure to comply with a warranty obligation agreed on with the Client, shall be limited to compensation for direct damages up to at most the amount of the price stipulated for the relevant agreement (excluding VAT). This limitation of liability is equally applicable to the indemni- fication obligation of the Supplier within the meaning of article 8.5 of these general terms and conditions. If the agreement is basically a continuing performance agreement with a term of more than one year then the price stipulated for said agreement is set at the total of the fees (excluding VAT) stipulated for one year. Howev- er, in no instance whatsoever shall the liability of the Supplier for direct damages, on any account whatsoever, exceed € 500,000.00 (five hundred thousand euros).
12.2
The liability of the Supplier for damages due to death, bodily harm or on account of material damages to goods shall never exceed more than € 1,250,000.00 (one million two hundred and fifty thousand euros). 12.3
The liability of the Supplier for indirect damages, consequential damages, lost profit, lost savings, reduced goodwill, losses due to business interruptions, damages resulting from claims of buyers of the Client, damag- es related to the use of goods, materials or software of third parties prescribed to the Supplier by the Client, and damages related to the reliance on suppliers prescribed to the Supplier by the Client is excluded. Equally excluded is liability of the Supplier on account of mutilation, destruction or loss of data or docments. 12.4
The exclusions and limitations of the liability of the Supplier, as intended in the previous paragraphs of this article 12, shall not affect the other exclusions and limitations of liability of the Supplier on account of these general terms and conditions.
12.5
The exclusions and limitations as intended in article 12.1 up to and including article 12.4 expire if and to the extent that the damages are the result of intent or intentional recklessness of the management of the Supplier. 12.6
Unless compliance by the Supplier has become permanently impossible the liability of the Supplier on ac- count of an imputable failure to comply with an agreement only occurs if the Client forthwith gives the Supplier written notice of default in the course of which a reasonable time limit is granted for remedy of the failure and the Supplier also imputably fails to comply with its obligations after this time limit. The notice of default must contain a description of the failure that is as detailed and complete as possible in order that the Supplier is given the opportunity to react adequately.
12.7
Condition for the occurrence of any right to compensation is always that the Client reported the damages to the Supplier in writing immediately after the occurrence thereof. Each and every claim for compensation visà- vis the Supplier expires following the mere lapse of twenty-four months after the occurrence of the claim.

12.8
The parties acknowledge that the active and constructive participation in ICT Mediation forms a reasonable and appropriate measure to prevent or limit imminent damages if said imminent damag- es are related to failing, late or improper compliance with any contractual obligations by the Supplier. That is why the Client commits to, on demand of the Supplier, forthwith participate in ICT Medication in an active, constructive and unconditional fashion in accordance with the Regulations of the Foundation for the Settlement of Automation Disputes, having its registered office in The Hague (see www.sgoa.org en www.sgoa.eu).
12.9
The Client indemnifies the Supplier against any and all claims of third parties on account of product liability resulting from a defect in a product or system that was delivered to the Client by a third party and that also consisted of equipment, software or other materials delivered by the Supplier, unless and to the extent that the Client demonstrates that these damages were caused by said equipment, software or other materials. 12.10
The provisions set forth in this article as well as all other restrictions and limitations of liability as intended in these general terms and conditions also extend to the benefit of all (legal) persons that the Supplier relies on for the implementation of the agreement.
13.
Force majeure
13.1
Neither party is held to comply with any obligation, including any warranty obligation stipulated by the par- ties, if the same is prevented from doing so as a result of force majeure. Force majeure is also understood as: (i) force majeure of suppliers of the Supplier, (ii) improper compliance with obligations by suppliers that were prescribed to the Supplier by the Client, (iii) defectiveness of goods, equipment, software or materials of third parties of which the use was prescribed to the Supplier by the Client, (iv) official measures, (v) power failures, (vi) failures of the internet, computer network or telecommunications facilities, (vii) war, (viii) industrial ac- tion, (ix) strikes, (x) general transport difficulties, and (xi) the unavailability of one or more members of staff. 13.2
If a situation of force majeure has lasted for more than ninety days then each party shall be entitled to dis- solve the agreement in writing. That which has already been performed on account of the agreement shall in that case be settled proportionately, without the parties being otherwise liable to pay each other anything. 14.
Change and contract extras
14.1
If, at the request or with prior consent of the Client, the Supplier performed activities or delivered other performances that fall outside the content or the scope of the stipulated activities and/or performances then these activities and/or performances shall be paid by the Client in accordance with the stipulated rates and, failing the same, in accordance with the usual rates of the Supplier. The Supplier shall never be held to comply with this kind of request and may desire that a separate written agreement is concluded for the same. 14.2
The Client accepts that due to activities or performances as intended in this article the stipulated or expected time of completion of the services and the mutual responsibilities of the Client and the Supplier may be af- fected. The fact that (the request for) contract extras occurs during the implementation of the agreement shall never be ground for the Client to terminate or dissolve the agreement.
14.3
To the extent that a fixed price has been stipulated for the services the Supplier shall, if so requested, inform the Client of the financial consequences of the additional activities or performances as intended in this article. 15.
Transfer of rights and obligations
15.1
The Client is not authorised to transfer and/or sell the rights and/or obligations on account of the agreement to a third party.

15.2
The Supplier is authorised to transfer its claims to payment of fees to a third party.
16
Applicable law and disputes
16.1
Dutch law governs the agreements between the Supplier and the Client. The applicability of the Vienna Sales Convention 1980 is excluded.
16.2
The magistrate of the District Court for the Central Netherlands, Utrecht location, is exclusively competent to take cognisance of each and every dispute between the parties deriving from an agreement (agreements) con- cludedby and between the parties or deriving from any and all other legal relationships between the parties, unless the parties agree otherwise in joint consultation.