Download the general conditions as a pdf file.
1. Applicability of IT ~ Office Terms and Conditions
1.1 The ICT ~ Office Terms and Conditions have been drawn up by ICT ~ Office. The ICT ~ Office Terms and Conditions consist of the
present module General and the following individual specific modules:
1. Software license
2. Software development
3. Software maintenance
4. Application Service Provision, Software as a Service and Computer Service
5. Development and maintenance of a website
6. Web hosting
7. Posting services
8. Education and training
9. Advice, consultancy and project management
10. Other services
11. Sale of IT, telecommunications and office equipment and other matters
12. Rental of IT, telecommunications and office equipment
13. Maintenance of IT, telecommunications and office equipment
14. Internet access
15. Telecommunication services
16. Financing and leasing of IT.
1.2 This General module of the ICT ~ Office Terms and Conditions applies to all offers and agreements
where supplier delivers goods and / or services of whatever nature and under whatever name to client.
The specific module or modules of the ICT ~ Office Terms and Conditions that apply between the supplier and
agreed by the client. If this General module of the ICT ~ Office Terms and Conditions conflicts on any part
or is incompatible with the specific module or modules agreed between the supplier and the client
of the ICT ~ Office Conditions, the provisions of the specific module or modules in question prevail.
1.3 Where in the ICT ~ Office Terms and Conditions the term general terms and conditions is used, this is included
mean the provisions of this module General in combination with the provisions of one or more agreed upon terms
specific modules of the ICT ~ Office Conditions.
1.4 Deviations from and additions to these general terms and conditions are only valid if they are in writing
parties have agreed.
1.5 The applicability of the client’s purchase or other terms and conditions is expressly rejected.
1.6 If any provision of these terms and conditions is invalid or is voided, the remaining provisions will
of these general terms and conditions remain in full force. Supplier and client will in that case be in consultation
for the purpose of agreeing new provisions to replace the void or voided provisions,
whereby the aim and purport of the invalid or annulled provisions are taken into account as much as possible.
2.1 All offers and other expressions from the supplier are without obligation, unless the supplier states otherwise in writing
2.2 The Client warrants the accuracy and completeness of the information provided by him or on his behalf to the supplier
on which the supplier bases his offer. Client always takes the utmost care that the requirements meet the performance
supplier must comply, be correct and complete. In drawings, images, catalogs, websites, quotations,
advertising material, standardization sheets and the like, the sizes and data stated are not binding on the supplier,
unless otherwise expressly stated by the supplier.
3. Price and payment
3.1 All prices are exclusive of turnover tax (VAT) and other levies that are or will be imposed by the government
imposed. Unless otherwise agreed, all prices are always in euros and the client must make all payments in euros
3.2 All preliminary estimates and budgets issued by the supplier are only of an indicative nature, unless
supplier in writing. Can provide a pre-calculation or budget issued by the supplier
no rights or expectations are ever derived by the client. A statement made known to the supplier by the client
available budget never applies as a (fixed) price agreed between the parties for the price specified by the supplier
perform. The supplier is only obliged if this has been agreed in writing between the parties
to inform the client in the event of an imminent exceeding of a pre-calculation or budget issued by the supplier.
3.3 If the client consists of several natural persons and / or legal persons, each of these persons is jointly and severally liable
to pay the amounts due under the agreement.
3.4 With regard to the services provided by the supplier and the amounts owed by the client, the
relevant documents and data from the records or systems of supplier complete evidence, without prejudice
the client’s right to provide proof to the contrary.
3.5 If there is a periodic payment obligation of the client, the supplier is entitled in writing
adjust the applicable prices and rates within a period of at least three months. If the client does not agree
wishes to proceed with such an adjustment, the client is entitled within thirty days after the notification
agreement in writing
to say the date on which the adjustment would take effect. Client is coming
However, such a right of cancellation does not apply if it has been agreed between the parties that the applicable prices and
rates are adjusted with due observance of an index or other standard agreed between the parties.
3.6 The parties will state in the agreement the date or dates on which the supplier agreed the compensation for the agreed
charges the client. Amounts owed are paid by the client in accordance with the
agreed payment terms or stated on the invoice. In the absence of a specific arrangement, the client will
pay within a period to be determined by the supplier after the invoice date. Client is not entitled to suspend
any payment, nor to settle amounts due.
3.7 If the client does not pay the amounts owed or does not pay them on time, the client is, without any reminder or
notice of default is required, owe statutory commercial interest on the outstanding amount. If client after
notice or notice of default remains negligent to pay the claim, the supplier may hand over the claim
in which case the client, in addition to the total amount owed, is also obliged to reimburse all legal and
extrajudicial costs, including all costs calculated by external experts.
4. Confidentiality and takeover of staff
4.1 The client and supplier ensure that all information received from the other party is known or
it should reasonably be known that these are of a confidential nature and remain secret. The party that is confidential
receives data, will only use it for the purpose for which it was provided. Data is in everyone
considered confidential if one of the parties has designated it as such.
4.2 During the term of the agreement and one year after the end thereof, each of the parties will only after
prior written permission from the other party, employees of the other party involved or
have been involved in the performance of the agreement, have been employed or otherwise, directly or indirectly, for themselves
let work. Conditions may be attached to this permission.
5. Privacy, data processing and security
5.1 If the supplier deems this important for the performance of the agreement, the client will, if requested, be the supplier
immediately inform in writing about the manner in which the client implements its obligations under legislation
in the field of personal data protection.
5.2 The Client indemnifies the Supplier against claims from persons whose personal data are or have been registered
processed in the context of a personal registration that is held by the client or for which the client is based on the
law is otherwise responsible, unless the client proves that the facts on which the claim is based
exclusively to be attributed to the supplier.
5.3 The responsibility for the data using a service provided by the supplier
processed exclusively lies with the client. Client guarantees to supplier that the content, use and / or
the processing of the data is not unlawful and does not infringe any right of a third party. Client
indemnifies the supplier against any legal claim from third parties, for whatever reason, in connection with this data
or the implementation of the agreement.
5.4 If the supplier is obliged on the basis of the agreement to provide for a form of
information security, that security will meet the specifications regarding security such as between
parties agreed in writing. Supplier never guarantees that information security is under all
circumstances is effective. If an explicitly described security is missing in the agreement, the
security meet a level that, given the state of the art, the sensitivity of the data and the
the costs associated with security are not unreasonable.
5.5 If in the implementation of the agreement or otherwise use is made of computer, data or
telecommunication facilities, the supplier is entitled to allocate access or identification codes to the client. Supplier is
entitled to change assigned access or identification codes. Client handles the access and identification codes
confidential and with care and only makes this known to authorized staff members. Supplier is never
liable for damage or costs resulting from the use or misuse of access or identification codes
is made, unless the abuse has been possible as a direct result of an act or omission of
6. Reservation of ownership and rights, case formation and suspension
6.1 All goods delivered to the client remain e
ownership of the supplier until all amounts that the client pays to the supplier
due from the agreement concluded between the parties, have been fully paid to the supplier. A client
who acts as a reseller, will include all items that are subject to the supplier’s retention of title
may sell and resell to the extent that this is customary in the normal course of his business.
If the client (also) forms a new item from the items supplied by the supplier, the client merely represents that item
supplier and keeps client the newly formed item for supplier until client all under the agreement
has paid the amounts due; in that case the supplier continues until the moment of full satisfaction
client owns the newly formed business.
6.2 The property law consequences of the retention of title of an item intended for export
governed by the law of the State of destination if that law is more favorable to the supplier
6.3 Rights, including rights of use, are granted to the client as appropriate or
transferred under the condition that the client owes all the agreements concluded between the parties
paid the fees in full. If the parties have a periodical for granting a right of use
payment obligation of the client, the right of use belongs to the client as long as he has his periodical
6.4 The Supplier may receive goods, products, products received or generated in the context of the agreement.
property rights, data, documents, software, data files and (interim) results of the
retain supplier’s services, despite an existing obligation to hand over or transfer, until
client has paid all amounts due to supplier.
7.1 The risk of loss, theft, misappropriation or damage of goods, products, data, documents,
software, data files or data (codes, passwords, documentation etc.) that are part of the
the performance of the agreement are manufactured or used, transfers to the client at the time that the
actual control of the client or an assistant of the client. As far as these objects in the
the supplier’s actual control power or auxiliary persons are the supplier’s, the supplier bears the risk of
loss, theft, misappropriation or damage.
8. Intellectual Property Rights
8.1 If the supplier is willing to undertake to transfer an intellectual property right, a
such an undertaking can only be entered into explicitly and in writing. If the parties agree in writing
that an intellectual property right with regard to software, websites,
data files, equipment or other materials, will transfer to the client, this affects the right or possibility of
supplier does not include the elements underlying that development, general principles, ideas,
designs, algorithms, documentation, works, programming languages, protocols, standards and the like, without
use and / or exploit any limitation for other purposes, either for itself or for third parties.
Nor does the transfer of an intellectual property right affect the supplier’s right for the benefit
to make developments of itself or a third party that are similar or derived from those for the benefit of the client
have been or are being done.
8.2 All rights of intellectual property on the client or developed on the basis of the agreement
available software, websites, data files, equipment or other materials such as analyzes,
designs, documentation, reports, quotations, as well as preparatory material thereof, are exclusively held by
supplier, its licensors or its suppliers. Client only obtains the user rights that come with this
general conditions and the law are expressly granted. A right of use accruing to the client is not exclusive,
non-transferable to third parties and not sublicensable.
8.3 The Client is not permitted to make any indication regarding the confidential nature or concerning
copyrights, trademarks, trade names or any other intellectual property right from the software,
remove or change websites, data files, equipment or materials.
8.4 Even if the agreement does not explicitly provide for a power to do so, the supplier is permitted
to provide technical facilities for the protection of software, equipment, data files,
websites and the like in connection with an agreed limitation in the content or the duration of the right to
use of these objects. The client is never permitted to make such a technical provision
remove or bypass (or have it circumvented).
8.5 The supplier indemnifies the client against any legal claim by a third party based on the claim that
software, websites, data files, equipment or other materials infringed by the supplier itself
to an intellectual property right of that third party, on the condition that the client is the supplier without delay
informs in writing about the existence and content of the legal claim and the handling of the case, including
the supplier makes any arrangements whatsoever. Client will provide the necessary powers of attorney for this,
Provide information and cooperation to the supplier against, if necessary in the name of the client
to defend legal claims. This obligation to safeguard lapses if the alleged infringement is related (i)
with materials made available to the supplier for use, processing, processing or incorporation by the client,
or (ii) with changes made by the client to the software, website without written permission from the supplier.
has installed data files, equipment or other materials or has had them applied by a third party. If
it is irrevocably legally established that the software, websites, data files,
equipment or other materials infringe any intellectual property right belonging to a third party
or if, in the opinion of the supplier, there is a reasonable chance that such an infringement will occur, will
the supplier, if possible, ensure that the client delivers the goods, or functionally equivalent to others
can continue to use software, websites, data files, equipment or materials. Any other or more far-reaching
Supplier’s obligation to indemnify is excluded.
8.6 Client guarantees that no rights of third parties preclude making available to supplier of
equipment, software, material intended for websites (image material, text, music, domain names, logos,
hyperlinks etc.), data files or other materials, including design material, for the purpose of use,
editing, installation or incorporation (eg in a website). The client indemnifies the supplier against any claim from one
third party based on the claim that such make available, use, edit, install or
incorporating infringes any right of that third party.
9. Employee Obligations
9.1 The Parties acknowledge that the success of information and communication activities
communication technology is generally dependent on correct and timely mutual cooperation. To a
to enable the supplier to properly implement the agreement, the supplier will always be timely
provide all data or information deemed useful, necessary and desirable by the supplier and all cooperation
grant. If the client is specific to the provision of cooperation in the implementation of the agreement
staff and / or assistants, these staff and assistants will have the necessary resources
knowledge, expertise and experience.
9.2 The client bears the risk of selection, use, application and management in his organization of the
equipment, software, websites, data files and other products and materials and from the supplier
services to be provided. Client himself is responsible for the correct installation, assembly and commissioning and for the correct
settings of the equipment, software, websites, data files and other products and materials.
9.3 If the client deems useful, necessary or desirable for the execution of the agreement by the supplier
data, documents, equipment, software, materials or employees not, not on time or not
makes it available to the supplier in accordance with the agreements or if the client otherwise fails to meet his obligations
the supplier has the right to suspend all or part of the implementation of the
agreement and the supplier is also entitled to the resulting costs according to its usual
to charge tariffs, without prejudice to the supplier’s right to exercise any other
statutory and / or agreed law.
9.4 In the event that employees of the supplier perform work at the client’s location, the client shall provide care free of charge
for the facilities reasonably required by those employees, such as a workspace with computer, data and
telecommunication facilities. The workspace and facilities will comply with all legal and otherwise applicable
requirements regarding working conditions. Client indemnifies supplier against claims from third parties, including
Supplier’s employees who suffer damage as a result of the performance of the agreement
is of the client’s acts or omissions or unsafe situations in his organization
ie. Client will be inside
house and security rules applicable to the organization prior to commencement of work on the supplier’s
communicate deployed employees.
9.5 If in the implementation of the agreement use is made of computer, data or
telecommunication facilities, including internet, the client is responsible for the correct choice of
required resources and for their timely and complete availability, except for those facilities which
direct use and management of supplier. The supplier is never liable for damage or costs due to
transmission errors, malfunctions or unavailability of these facilities, unless the client proves that this damage or
costs are the result of intent or deliberate recklessness on the part of the supplier’s management.
10. Delivery times
10.1 All (delivery) periods and (delivery) data stated or agreed by the supplier are to the best of our knowledge
determined on the basis of the information known to him when entering into the agreement. By supplier
mentioned (agreed) dates or agreed between parties, always count as target dates, bind the
supplier and always only have an indicative character. Supplier makes reasonable efforts
to observe the (delivery) deadlines and the (delivery) dates as much as possible. Supplier is not
bound to a (delivery) period or (delivery) date, which may or may not be due to reasons beyond its control
circumstances that occurred after the conclusion of the agreement can no longer be achieved.
Neither is the supplier bound by a (delivery) date or (delivery) deadline, whether or not the parties are a deadline
change in the content or scope of the agreement (additional work, change in specifications, etc.) or a change
agreed on the approach to the implementation of the agreement. If any period is exceeded
threatens, the supplier and client will consult to discuss the consequences of the exceeding for further planning
10.2 The mere fact that a supplier or supplier agreed or agreed between the parties is exceeded
deadline (delivery) or (delivery) date does not put the supplier in default. In all cases – therefore also in case
parties have explicitly agreed in writing on a (delivery) period or (delivery) date
supplier due to exceeding time only in default after client has given him written notice of default. The
notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that
supplier is given the opportunity to respond adequately.
11. Termination and cancellation of the agreement
11.1 The power to dissolve the agreement is attributable to each of the parties on account of an attributable one
shortcoming in the fulfillment of the agreement only if the other party, always in all cases after a
written notice of default as detailed as possible whereby a reasonable period is set for purification
of the shortcoming, attributable shortcoming in the fulfillment of essential obligations under the agreement.
Payment obligations of the client and all other obligations for cooperation by the client or by the client
The third party to be involved always counts as substantial obligations under the agreement.
11.2 If, at the time of the dissolution as referred to in Article 11.1, the Client already provided services for the implementation of the
agreement has been received, this performance and the related payment
are subject to cancellation, unless the client proves that the supplier respects the essential part of that
performance is in default. Amounts that the supplier has invoiced prior to the dissolution in connection with that which he attaches
has already properly performed or delivered the performance of the agreement, with due observance of the
The previous sentence stipulated remains indebted and becomes immediately due and payable at the time of dissolution.
11.3 If an agreement that by its nature and content does not end with completion is for an indefinite period of time
entered into, it can be terminated in writing by either party after proper consultation and with reasons.
If no cancellation period has been agreed between the parties, a reasonable period must be observed when canceling
be taken. Parties will never be obliged to pay any compensation due to cancellation.
11.4 The Client is never entitled to a service agreement or assignment that is for a definite period of time
to terminate prematurely.
11.5 Each of the parties may complete the agreement in whole or in part without notice of default with immediate effect
cancel in writing if the other party – whether provisional or not – is granted suspension of payment, indi
bankruptcy is requested in respect of the other party if the business becomes the other party
liquidated or terminated other than for the purpose of reconstruction or merger of companies, or if the
decisive control over the client’s company changes. The Supplier is never due to this termination until
any refund of monies already received or liable for compensation. In the event of bankruptcy of
the client lapses the right to use software, websites and the like made available to the client by
12. Supplier’s liability
12.1 The total liability of the supplier due to an attributable shortcoming in the performance of the
agreement or for any other reason, explicitly including any failure to perform
of a guarantee obligation agreed with the client is limited to compensation for direct damage to a maximum
the amount of the price stipulated for that agreement (excl. VAT). This limitation of liability applies to
correspondingly applicable to the indemnity obligation of
supplier. If the agreement is mainly a continuing performance contract with a duration of more than one year,
the price stipulated for the agreement is set at the total of the reimbursements (excl. VAT) stipulated for
a year. Under no circumstances will the supplier’s total liability for direct damage, for whatever reason,
more than? 500,000 (five hundred thousand euros).
12.2 The supplier’s liability for damage due to death, physical injury or material
damage to items is never more than total? 1,250,000 (one million two hundred and fifty thousand euros).
12.3 The supplier’s liability for indirect damage, consequential damage, lost profit, lost savings,
reduced goodwill, loss due to business interruption, loss due to claims from customers of customers,
damage in connection with the use of goods, materials or materials prescribed by the client to the supplier
third party software and damage related to the engagement of the client to the supplier
prescribed suppliers is excluded. The supplier’s liability is also excluded on account of
mutilation, destruction or loss of data or documents.
12.4 The exclusions and limitations of the supplier’s liability, as described in the foregoing
paragraphs of this article 12 exclude the other exclusions and limitations of liability of the supplier
under this General module and the other agreed modules of these general conditions
entirely without prejudice.
12.5 The exclusions and limitations referred to in Articles 12.1 up to and including 12.4 will lapse if and for
insofar as the damage is the result of intent or deliberate recklessness on the part of the supplier’s management.
12.6 Unless fulfillment by the supplier is permanently impossible, the supplier’s liability arises because of
imputable shortcoming in the performance of an agreement only if the client is the supplier without delay
gives written notice of default, whereby a reasonable period for the clearance of the shortcoming is set, and
the supplier continues to be culpably in breach of its obligations even after that period. The
notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that
supplier is given the opportunity to respond adequately.
12.7 The condition for the existence of any right to compensation is always that the client should settle the damage as quickly
possibly after writing, inform the supplier in writing. Any claim for compensation against
supplier expires by the mere lapse of twenty-four months after the claim arose.
12.8 The parties acknowledge that the active and constructive participation in an ICT Mediation is a reasonable and appropriate one
measure is to prevent or limit imminent damage if this imminent damage is related to it
failure, late or improper performance of any contractual obligation by the supplier. Client undertakes to
that reason immediately, actively, constructively and unconditionally, at the first written request from the supplier
participate in an ICT Mediation in accordance with the ICT Mediation Regulations of the Dispute Resolution Foundation
Automation, with its registered office in The Hague (see www.sgoa.org and www.sgoa.eu).
12.9 The client indemnifies the supplier against all third-party claims for product liability as a result of a
defect in a product or system that was delivered by the client to a third party and that consisted of by the supplier
equipment, software or other materials supplied, unless and insofar as the client proves that the damage is
affected by that equipment, software or other materials.
12.10 The provisions of this article as well as all other limitations and exclusions of liability mentioned in
these general terms and conditions also apply to the benefit of all (legal) persons whose suppliers join the
execution of the agreement.
13. Force majeure
13.1 None of the parties is obliged to fulfill any obligation, including any between the parties
agreed guarantee obligation, if he is prevented from doing so due to force majeure. Under force majeure
This also includes: (i) force majeure of suppliers of suppliers, (ii) failure to properly comply with
obligations of suppliers that are prescribed by the client to the supplier, (iii) defectiveness of goods,
equipment, software or materials from third parties whose use by the client is to the supplier
(iv) government measures, (v) electricity outage, (vi) failure of internet, computer network or
telecommunication facilities, (vii) war, (viii) work occupation, (ix) strike, (x) general transport problems and (xi)
the unavailability of one or more members of staff.
13.2 If a force majeure situation lasts longer than ninety days, each of the parties is entitled to the
terminate the agreement in writing. That which has already been performed on the basis of the agreement will be reflected in that
settled on a case-by-case basis, without the parties owing each other anything.
14. Change and additional work
14.1 If the supplier carries out work or other services at the request or with the prior consent of the client
has carried out activities that fall outside the content or scope of the agreed work and / or performance
these activities or services are reimbursed by the client in accordance with the agreed rates and in the event of default
according to the supplier’s usual rates. The supplier is never obliged to make such a request
and he may request that a separate written agreement be concluded for this.
14.2 The Client accepts that, as a result of work or performance as referred to in this article, the agreed or
expected time of completion of the service and the mutual responsibilities of the client and
supplier can be influenced. The fact that during the performance of the agreement (the demand for)
additional work, the client will never be entitled to terminate or terminate the agreement.
14.3 Insofar as a fixed price has been agreed for the services, the supplier shall, if requested, provide the client with written instructions
inform about the financial consequences of the extra work or performance as referred to in this article.
15. Transfer of rights and obligations
15.1 The Client is not entitled to sell the rights and / or obligations from the agreement to a third party and / or
to be transferred.
15.2 The Supplier is entitled to transfer its claims for payment of fees to a third party.
16 Applicable law and disputes
16.1 The agreements between supplier and client are governed by Dutch law. Applicability of it
The Vienna Sales Convention 1980 is excluded.
16.2 Disputes that may arise between supplier and client as a result of an agreement between supplier and
agreement entered into by the client or as a result of further agreements resulting therefrom,
be settled by arbitration in accordance with the Arbitration Rules of the Foundation
Dispute Resolution Automation, with its registered office in The Hague, without prejudice to the law of each of them
to request a provisional arbitral proceedings and without prejudice to the right of each of the parties to the proceedings
take precautionary legal measures (see www.sgoa.org).
16.3 Only if the supplier and / or client for the settlement of disputes arising from the interim
concluded by the parties or as a result of further agreements resulting therefrom
has not instituted any arbitral proceedings with the Automation Dispute Resolution Foundation
in accordance with the Arbitration Rules of this foundation, each of the parties is entitled, but not obliged, to
by way of derogation from the provisions of Article 16.2, make the case available to the Court, Sector Kanton if the
case relates to a dispute that according to the legal jurisdiction rules belongs to the absolute
jurisdiction of the District Court, Sector. If, with due observance of the previous sentence, the case by one or
more of the parties for consideration and decision with the Court, Sector Kanton has been made, is the
District Court Court authorized to handle the case and decide on it.
16.4 Before initiating arbitration proceedings as referred to in Article 16.2, the most ready party will be one
procedureof IT Mediation in accordance with the IT Mediation Regulations of the Dispute Resolution Foundation
Start automation in The Hague. An ICT Mediation procedure in accordance with these regulations is aimed at
mediation by one or more mediators. The other party undertakes to actively participate in a pending trial
ICT Mediation made, which legally enforceable obligation in any case includes attending
at least one joint discussion of mediators and parties, with a view to this extrajudicial form of
give dispute resolution a chance. Each of the parties is free at any time after a joint first
discussion of mediators and parties to end the ICT Mediation procedure. The provisions of this article
does not object that a party who considers it necessary, requests a provision in (arbitral) interim proceedings or
take precautionary legal measures (see www.sgoa.org and www.sgoa.eu).
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