General provisions Infaccom IT Consultants B.V.

This is a free translation of the original Dutch version of our general provisions of sale. In case of a dispute due to errors in translation or interpretation, the original Dutch-language version shall prevail.

These general provisions are divided into six chapters.

1. General provisions
2. General provisions service
3. General provisions research and development
4. General provisions user rights of programmes (licensing)
5. General provisions sales and supply
6. General provisions training and courses

1. General provisions | back to top

   These general provisions apply to all offers, services rendered by Infaccom IT Consultants B.V.

   1. Definition

      The following names are recognised:
      Vodisys: registered brand name of the product as developed by Infaccom IT Consultants B.V.
      Vodisys Medical Software: registered trade name of the product used by Infaccom IT Consultants B.V. in the market.
      Duration: Agreements for a specified period, which unless ended within the contractual method, are extended without further notification.
      Buyer: Person or party that Infaccom IT Consultants B.V. has made an offer to or who is under obligation due to a signed contract with Infaccom IT Consultants B.V.
      Intellectual property rights: Patent rights, copyrights, drawing- and model rights. Trademarks, names and all other possible intellectual property rights.
      Products: Equipment programmes and other goods as well as any matter that is the outcome of services rendered.
      Programmes: Computer programmes consisting from a range of instructions or databases readable for a computer, as well as all possible applicable documentation, including all upgraded and renewed versions as developed and distributed by Infaccom IT Consultants B.V.

   2. General
      1. Possible purchase- and other general provisions of Buyer are not applicable unless agreed upon in writing and signed by Infaccom IT Consultants B.V.
      2. Infaccom IT Consultants B. V. reserve the right to change these general provisions with immediate effect by means of written notification or through e-mail to Buyer, under the condition that the changes only apply to terms, offers or contracts that shall be completed after the date of modification.
      3. Parties do not have the right to transfer their mutual agreements, either partially or completely, to a third party without prior written consent from each other.
      4. Notwithstanding the provisions in art. 2.2 any deviation of or addition to these general provisions are only valid they are signed for by Infaccom IT Consultants B.V. and prospective Buyer.
   3. Offers
      All offers from Infaccom IT Consultants B.V. are open-ended unless a validity period has been explicitly mentioned.
   4. Prices and payments
      1. All prices and rates are exclusive of VAT and any other government-imposed tax.
      2. All payments to Infaccom IT Consultants B.V. must be made in Euros and in accordance with the provisions as printed on the invoice. Invoices for agreed amounts for licences must be paid in full within 7 calendar days. Remaining invoices must be paid within 19 calender days unless otherwise agreed upon by written contract. Failing such payments, a surcharge of 1% interest over the amount due per month or part thereof will be claimed, effective from the due date on the invoice. Payment is to be complete without deductions or compensations and does not take into account any other obligations of the Buyer. Infaccom IT Consultants B.V. reserve the right to demand cash on delivery or prepayment.
      3. In case of exceeding the payment date, and after notification, all due amounts will be claimed and an interest of 1% per month over the amount due, counting any part of the month as a whole month.
      4. All costs made by Infaccom IT Consultants B.V. legal or otherwise, due to failing to comply with the contract by Buyer are for Buyer's expense. The legal costs are set at 15 % of the amount of the invoice with a minimum of € 150.
      5. Infaccom IT Consultants have the right to change its prices, fees and rates annually on January 1. In such case that a rise exceeds the norm set by the CBS-index for hourly rates or any other such written agreement plus 5%, the Buyer has the right to end the contract provided it is done within 30 days after receiving the price changes through registered mail to Infaccom IT Consultants B. V., except when Infaccom IT Consultants B.V. retracts those changes in writing.
      6. Infaccom IT Consultants B.V. has the right to charge administrative surcharges when the order is under a certain monetary value.
      7. The once only amount for the licence agreement will be charged immediately after the order confirmation the maintenance fees will be billed from the moment of the installation of the Vodisys programme on Buyer's computer. Infaccom IT Consultants B.V. reserves the right to ask for prepayment of customers who are not registered with the local Chamber of Commerce. After receiving, those payments the programme(s) will be send to Buyer.
      8. The amount for the licence agreement is calculated as follows: the maximum number of dieticians (not the functional units or simultaneous users) multiplied by the number of secretarial, appointment desk, management and diabetical care and all other users of the system (not including substitutes).
      9. These calculations start with one user when supplementary licences are purchased. Not taking into account the number of licence agreements that are already in effect.
      10. The user code changes every year, a new code will be send to Buyer as soon as all invoices for the maintenance agreements have been paid in full.
   5. Confidential information
      1. Parties are bound to secrecy of all confidential information given by either party. Each will take the necessary precautions to comply herewith.
      2. Buyer acknowledges the fact that the programme contains confidential information and company insights of Infaccom IT Consultants B.V.and is under obligation not to disclose these to a third party.
   6. Property rights
      All goods and programmes sold and delivered by Infaccom IT Consultants B.V. remain the property of Infaccom IT Consultants B.V. User rights are granted under the condition that Buyer will make payments on time and completely as per agreement.
   7. Intellectual ownership
      1. All intellectual property rights on goods and programmes delivered to or on loan to Buyer will stay with Infaccom IT Consultants B.V.and/or subcontractors, unless otherwise stated in a written agreement between both parties.
      2. Buyer shall not remove or make unrecognisable any indication of aforementioned rights from products or programmes.
      3. Infaccom IT Consultants B. V. will be allowed to make any or all technical measures to protect their products.
      4. Infaccom IT Consultants B.V. will protect Buyer from all claims from third parties for breach of intellectual property of goods and/or programmes developed, sold and delivered by Infaccom IT Consultants B.V. Infaccom IT Consultants B.V. will reimburse specified costs made by Buyer in such case.

      Buyer must notify Infaccom IT Consultants B. V. immediately when such instance occurs and refrain from undertaking any action himself. When goods and/or programmes become the subject of any claim, Infaccom Consultants B.V. may in its own judgement and for its own account: either allow Buyer to continue usage; or replace the goods and/or programmes in such a way as to end the claim; or take back the goods and/or programmes and credit the Buyer's account for an amount including a deduction of 20% writ-off on a yearly basis. Replacement or changes of the goods and/or programmes will be of equal value and functionality.
      These obligations are void in case of any non-corresponding use of goods and/or programmes.
      In these cases Buyer is obliged to conform with article 7.4. The provisions in article 10 apply without restrictions.

   8. Cooperation Buyer
      1. Because of the cooperation between Buyer and Infaccom IT Consultants B.V., it is of the utmost importance that Buyer will timely supply Infaccom IT Consultants B.V. with all necessary and correct information to assure proper execution of agreement.
      2. Buyer is responsible for the correct use and application of products and services of Infaccom IT Consultants B.V. as described in the manual, such as the importation within the organisation, safeguarding the accumulated data and regularly making of back-ups.
      3. Where agreed by Buyer to make equipment, materials or data carriers available, they must comply with the necessary specifications.
      4. If the necessary information or the delivery address is not on time or conform the agreement made available to Infaccom IT Consultants B.V. any delay expenses will be billed to Buyer.
      5. Buyer will supply employees of Infaccom IT Consultants B.V. with all necessary facilities such as office-space, telephone, computer whenever it is necessary for the employee to work at Buyers office.
   9. Terms of delivery
      All delivery dates are calculated to the best of their knowledge by Infaccom IT consultants B.V. and will be observed as closely as possible. Infaccom IT Consultants B.V. can not be held responsible for any delivery time that overrides the agreed date when circumstances beyond their control make it impossible to meet that date. Infaccom IT Consultants B.V. will set a new date in consultation with Buyer. Any excess exceeding of the date will lead to dissolving the agreement, taking into account article 14 of these provisions.
   10. Responsibility
       1. Infaccom IT Consultants B.V. accepts the responsibility to compensate any damages in accordance with article 10.
       2. In case of any shortcoming of the regulation mentioned in article 10.3- only responsible for replacement value of non-delivery of any goods service and/or programmes. Other forms of responsibility by Infaccom IT Consultants B.V. for any kind of damage are excluded.
       3. The compensation to be paid for by Infaccom IT Consultants B.V. because of accountable shortcoming will not exceed 50 % of the invoice amount (excluding VAT). Insofar the agreement is a long term contract, the compensation will not be more than the agreed price (excluding VAT) agreed upon.
       4. In the case of any unlawful action by Infaccom IT Consultants B.V., its employees or members of staff for which Infaccom IT Consultants B.V. is responsible, Infaccom IT Consultants B.V. can only be held accountable for compensation for damage through death, bodily harm, and damage caused by intent or negligence. In such cases the compensation will never be over € 1.000.000, - (one million euros) per case.
       5. Responsibilities for damages through other unlawful acts or deeds than described in article 10.4 are explicitly excluded. If and when claims cannot be made because of those regulations, damage compensations will never exceed € 10.000,- (ten thousand euros) per event, and connected events shall count as one.
       6. Condition to claim any damage compensation consists of immediate, but never later than one month after occurrence of damage, notification to Infaccom IT Consultants B.V. by Buyer through registered mail.
       7. Buyer secures Infaccom IT Consultants B.V. from damages to Infaccom IT Consultants B.V. through claims from third parties, employees of Buyer included, in connection of supplied goods, services and/or programmes.
   11. Force majeure
       Neither party is held to comply with agreements when such agreement cannot be kept, because of circumstances beyond their control. For Infaccom IT Consultants B.V. this includes shortcomings of their subcontractors.
   12. Non competence
       Buyer will not employ any former employee of Infaccom IT Consultants B.V. who has been involved in the installation or developing of programmes in the last six months.
   13. Telecommunication
       Whenever it is necessary to use telecommunication facilities during either computer service or other service by Infaccom IT Consultants B.V. both parties will be responsible for providing the right material and availability at their respective location. Infaccom IT Consultants B.V cannot be held responsible for loss of any data during the use of telecommunication facilities.
   14. Termination
       1. Except for regular termination of duration contracts and the provisions in articles 2, 3 and 4.5 of these general provisions, the agreement between the parties can only be terminated through dissolving, after proper written default and only when one of the parties is held accountable for the shortcomings in his duties as agreed. The termination can only take place through registered mail; there is no need for judicial intervention.
       2. When Buyer has already received service or goods from Infaccom IT Consultants B.V. at the moment of termination, than the agreement can only be dissolved partially, namely the remainder of that agreement that has not been met yet by Infaccom IT Consultants B.V. Invoices sent before termination of agreement are still due to be paid in full.
       3. deviation of article 14.1, is it possible for one party to terminate the agreement without judicial mediation immediately, through registered mail, in such case as the other party has been declared bankrupt or has asked for suspension of payment. The party terminating the agreement in these circumstances cannot be forced to compensate for loss or damages.
       4. In the event of one party claiming circumstances beyond his control and those circumstances have lasted longer than three months , or will last longer than three months, the other party has the right to terminate the agreement, partially or completely, with immediate effect without judicial intervention, through registered mail. This right expires as soon as the circumstances of the delay are lifted, so that the agreement can be fulfilled before the termination can be executed.
       5. All agreements are for a specified period, when no such specified period is mentioned in the offer, the agreement is for a period of five years. At the end of this time, the agreement is automatically renewed for the duration of one calendar year. Term of notice is two months before expiration date, through registered mail.
   15. Applicable right and disputes
       1. All judicial acts and agreements between Infaccom IT Consultants B.V. and Buyer reside under dutch law, All disputes between Infaccom and Buyer shall be brought either before a court of infacom s choice, being the authorized court in Groningen.

2. General provisions service | back to top

   The provisions in this chapter are applicable wherever Infaccom IT Consultants B.V. renders service to Buyer and this does not distract from the other items specifically mentioned in these general provisions.

   1. Implementation
      
      1. Infaccom IT Consultants B.V. will carry out the service to Buyer with the utmost care and consideration in accordance with written agreements and procedures.
      2. When it has been agreed that service will be rendered in phases, Infaccom IT Consultants B.V. may postpone the next instalment until Buyer has approved the result of the preceding phase in writing.
   2. Alterations and work extension
      1. Buyer will accept that the delivery date may be influenced when both parties agree that the service to be delivered is extended or in any way altered. Infaccom IT Consultants B.V. will inform Buyer of such matters as soon as possible.
      2. If a fixed price has been agreed, Infaccom IT Consultants B.V. will inform Buyer beforehand of any changes due to the extra alterations to that price.

3. Development of programmes | back to top

   The general provisions in this chapter apply when Infaccom IT Consultants develops programmes and/or software for Buyer.

   1. 1. Parties shall specify in writing which programmes shall be developed and in which manner. Infaccom IT Consultants B.V. will undertake these developments with great care based on the data supplied by Buyer , who will vouch for the correctness of the data.
      2. If the development takes place in phases, it is possible for Infaccom IT Consultants to postpone the next phase until Buyer has approved the results of preceding phase in writing.
      3. Unless both parties have agreed differently and put in writing, Buyer will gain exclusive right for indefinite use of programmes. Only when agreed in writing shall the source code of the programme be made available to Buyer and is Buyer allowed to make changes in the programme. Infaccom IT Consultants B.V. and Buyer can agree, for the convenience and cost of Buyer, for a third and independent party to hold the source code in safekeeping. Thus enabling Buyer, in case of any none defined calamities, to use the code for his own use.
   2. Alterations and work extension
      1. Buyer accepts that, when parties have agreed to extend or alter the proceedings, the conclusion date might be influenced. Infaccom IT Consultants will notify Buyer as soon as possible in such case.
      2. Infaccom will notify Buyer beforehand of any price changes to agreed amounts, due to the alterations or extensions.
   3. Deliverance and acceptance
      1. Infaccom IT Consultants B.V. shall deliver the developed programme to Buyer in accordance with the written agreement. Deliverance is complete after installation of the programme at Buyer's premises and after both parties are satisfied that the programme runs according to the agreed specifications. If no acceptance procedure has been agreed the programme is considered accepted at deliverance.
      2. When no acceptance procedure exists, Buyer has the right to test the programme for 30 days after deliverance, unless a certain timeframe is mentioned. Testing will take place according to a protocol written by Buyer and sent beforehand to Infaccom IT Consultants B.V. This test has to contain all necessary data, mutations and agreed specifications. During the test period, Buyer is not allowed to use the programme for productive purposes. Buyer is under obligation to notify Infaccom IT Consultants B.V. immediately in writing when such an occurrence takes place.
      3. The programme is considered to be accepted when an acceptance procedure has been agreed upon and after the tests have been successfully completed. This also applies when the delivery date is extended because of faults or defects not mentioned by Buyer to Infaccom IT Consultants B.V. in accordance to the written agreement or article 3.5 of these general provisions, after repairs of faults and/or defects, or when Buyer has started using the programme for productive purposes.
      4. When faults and/or defect hinder the execution of the tests buyer agrees to inform Infaccom IT Consultants B.V. as soon as possible and in detail, during which time the test will be delayed until such faults and/or defects have been dealt with.
      5. Infaccom IT Consultants B.V. will inform Buyer in detail and in writing as soon as possible when it appears during the test that the programme contains faults and/or defects and does not contain the agreed specifications. Infaccom IT Consultants B.V. will make repairs within a reasonable time.
      6. When the programme is tested and delivered in phases the non-acceptance or rejection of a certain phase does not detract from earlier deliverances.
   4. Guarantees
      Infaccom IT Consultants B.V. will repair to the best of their capacity any fault and/or defect in the programme that is not clearly specified in the written agreement for a period of three months after acceptance of the product. When the programme has been developed exclusively and at a fixed price, the repairs are free of charge, unless there is talk of improper use by Buyer, or other faults and/or defects for which Infaccom IT Consultants cannot be held accountable or which could have been discovered during the testing period. Repairs of possible damaged or lost data are not covered in this guarantee. The guarantee lapses when the programme is modified by any other than Infaccom IT Consultants B.V. without written consent. The guarantee applies only after the aforementioned period when a maintenance and/or support contract exists which includes a clause for such repairs. This also applies to article 3 of the next chapter concerning user rights of programmes (licensing).

4. General provisions user rights (licence) of programme | back to top

   The general provisions in this chapter are applicable to all programmes developed by Infaccom IT Consultants B.V. made available to but not exclusively for Buyer.

   1. User right/ licence
      1. Infaccom IT Consultants B.V. grants the nonexclusive rights of use of the programme to Buyer. Programme will not become the property of Buyer.
      2. The programme is to be used at Buyer's location only and for the number of users in accordance with the written agreement. Extension of the number of users will be calculated based on price accumulation starting with the licence for one user. The number of licences of a previous purchase will not be taken into account to make for a lower price.
      3. Unless otherwise stated by Infaccom IT Consultants B.V. is Buyer allowed to make no more than two copies of the programme for security reasons. These copies are solely for the replacement of irreparable originals and have to be provided with all the same labels and indications of the original material.
      4. User rights cannot be transferred to a third party without written permission of Infaccom IT Consultants B.V. Buyer is not allowed to sell, rent out, alienate or put into deposit or in any way make the programme available to a third party. Buyer will make no changes to the programme. The source-code will not be put at Buyer's disposal.
      5. Buyer is not allowed to reverse-assemble reverse-compile part or the entire programme nor is Buyer allowed to convert in any way to the source-code.
   2. Guarantees

      Infaccom IT Consultants B.V. will repair to the best of their capacity any fault and/or defect in the programme that is not clearly specified in the written agreement for a period of three months after acceptance of the product. When the programme has been developed exclusively and at a fixed price, the repairs are free of charge, unless there is talk of improper use by Buyer, or other faults and/or defects for which Infaccom IT Consultants cannot be held accountable or which could have been discovered during the testing period. Repairs of possible damaged or lost data are not covered in this guarantee. The guarantee lapses when the programme is modified by any other than Infaccom IT Consultants B.V. without written consent. The guarantee applies only after the aforementioned period when a maintenance and/or support contract exists which includes a clause for such repairs. This also applies to article 3 of the next chapter concerning user rights of programmes (licensing).

      3 - Maintenance/ support

      3.1 Buyer will notify Infaccom IT Consultants B.V. immediately of errors, faults and/or defects in the programme if a maintenance or support contract for that programme has been agreed upon or in other contract, which includes compensations. If the programme does not comply with the terms of the written agreement Infaccom IT Consultants B.V., will repair fault and/or defect to the best of its ability.

      3.2 Infaccom IT Consultants B.V. may charge Buyer the costs of repair when it has been established that the damage(s) are due to improper use or maintenance by others than Infaccom IT Consultants B.V.

      3.3 Repair and or recovery of lost or damaged data is not included in the maintenance/support contract.

      3.4 Infaccom IT Consultants B.V. will make upgrades or new versions of the programme available to Buyer if agreed in the maintenance/support contract. After three months of the release of the new version Infaccom IT Consultants B.V. is no longer obligated to maintain or support the older versions of that programme. It is possible for Infaccom IT Consultants B.V. to ask for compensations for making a new version of the programme with more and newer possibilities and functions available.

      4 - Programmes of subsidiaries

      When a subsidiary of Infaccom IT Consultants B.V. allows for the use of its programme only according to its own general provisions, or when the maintenance/support contract is carried out in accordance with those general provisions, then those general provisions are applicable putting aside articles 1 through 3 of this chapter IV. Buyer will accept the amounts mentioned in the agreements with subsidiaries and Infaccom IT Consultants B.V. will inform Buyer by request of the content of those agreements.

      V - General provisions sales and deliverance | back to top

      The general provisions of this chapter are applicable to all apparatus and products sold by Infaccom IT Consultants B.V.

      1 - Delivery and insurance

      1.1 Infaccom IT Consultants shall deliver all goods to Buyer at the agreed address
      according to the written agreement.

      1.2 All risks of damage or loss of goods is for Buyer or receiving party representing Buyer from the moment of deliverance from Infaccom IT Consultants or its representative.

      1.3 Infaccom IT Consultants B.V. cannot be held responsible for delay in delivery due to circumstances beyond its control, including delays or non-fulfilment by subsidiaries.

      2 - Installation and acceptance

      2.1 Infaccom IT Consultants B.V. shall install or have someone install the programme, according to the written agreement.

      2.2 Buyer will supply a suitable place for the installation, complete with all necessary facilities such as telecommunication, computer and requisites before deliverance of the goods.

      2.3 All goods and products are considered to be accepted on the day of installation or on the first day following the delivery date when Buyer has agreed to do the installation himself, a third party or when Buyer does not comply with the provisions in article 2.2 of this chapter.

      3 - Guarantees

      3.1 The products will be guaranteed for material and constructional faults, for an agreed period per case. Infaccom IT Consultants B.V. will repair to its best capacity. All faulty replaced parts will become the property of Infaccom IT Consultants B.V. and the newly replaced parts become the property of Buyer. The guarantee does not apply when the faults and/or defects are caused by incorrect, careless or unjust use, unforeseen causes e.g. fire or flood or when the products have been serviced and/or modified by others than Infaccom IT Consultants B.V.

      3.2 Unless stated differently the guarantee does not apply for used (second-hand) parts.

      3.3 Repairs outside this guarantee will be charged to Buyer.

      3.4 When the products have been obtained from a subsidiary, subsidiary's guarantees will apply. Infaccom IT Consultants will give Buyer access to the terms of those guaratees at Buyer's request.

      4 - Returns

      Infaccom IT Consultants is not obliged, without prior written authorisation, to accept returns from Buyer. Acceptance of the returned goods does not in anyway imply agreement to the reason of the returning. Infaccom IT Consultants B.V. reserve the right to deduct 15% of the value of the original invoice from the credit with a minimum of 50 Euros. In addition, all return must be made to comply with the details on the invoices, packing slips, delivery forms or in the original agreement.

      5 - Maintenance and support

      5.1 Buyer will notify Infaccom IT Consultants B.V. of any faults and/or defects through the proper channels when a maintenance or support contract has been made for the equipment and/or goods. After receiving such notification, Infaccom IT Consultants B.V. will take appropriate action for repairs to the best of its ability.

      5.2 Infaccom IT Consultants B.V. has the right to charge the costs of the repairs to Buyer in case of improper use by Buyer or maintenance and/or support by a third party.

      5.3 Delivery of disposables and replacement of materials made necessary because of aging and wear are not part of the maintenance/support agreement.

      VI - General provisions training | back to top

      The provisions mentioned in the chapter VI apply only when Infaccom IT Consultants B.V. provides courses, training and schooling (to be called “training(s)“ hereafter) to Buyer.

      1 - Invoicing and payment

      Enrolment for any training has to be made in writing before commencement of the training and will be confirmed by Infaccom IT Consultants in writing. By means of attached invoice for example.

      To take part in a class setting enrolment and payment of fees are expected before the commencing of the class.