These terms and conditions apply to all offers and agreements by Activo Groep B.V., hereinafter to be called: "supplier".

1.0 Definitions

In these terms and conditions, the terms below will have the following meaning:

• 1.1 Supplier: Activo Groep B.V.
• 1.2 Client: the natural or legal person(s), who commission(s) Activo Groep B.V. to offer support in data communication data communication in the form of performing activities and/or the delivery or goods and/or services.
• 1.3 Quotation: the offer that Activo Groep B.V. makes to client entailing the terms and conditions under which Activo Groep B.V. is prepared to enter into an agreement with client for offering support in data communication in the form of performing activities and/or the delivery or goods and/or services.
• 1.4 Agreement: the agreement with which Activo Groep B.V. binds itself for the benefit of client to offer support in data communication in the form of performing activities and/or the delivery or goods and/or services without there being a relationship of employment.

2.0 Applicability terms and conditions

• 2.1 These general terms and conditions of sale and delivery apply to all offers and agreements in which supplier delivers activities, goods and/or services, of whatever nature, to client, also if these goods and/or services are not further described in these terms and conditions. Deviations from the provisions in these terms and conditions only come in force if and insofar these have been expressly agreed upon between parties in writing.
• 2.2 All offers are non-binding and can be withdrawn by supplier at any time.
• 2.3 Client's possible purchase or other terms and conditions do not apply, unless these have been expressly accepted in writing by supplier.

3.0 General provisions

• 3.1 Supplier undertakes to execute the agreed upon to the best of its knowledge and ability.
• 3.2 Supplier will make an effort to continuously keep its systems and connections operational, with the exception of the time needed for maintenance work to its systems and connections, preventive maintenance work included.
• 3.3 Supplier is bound to give effect to the directions, issued by client, necessary for the execution of the agreement by supplier, provided these directions have been issued timely to supplier.
• 3.4 Supplier is authorized to have the agreement, or part thereof, executed by third parties in his name and at his expense and risk.

4.0 Prices

• 4.1 The prices charged by supplier are in Euros - and exclusive of turnover tax (VAT) and other levies imposed by the government.
• 4.2 Delivery will be at prices which are valid on the day of delivery, unless expressly agreed otherwise in writing.
• 4.3 Subject to the provisions in Article 4.2., supplier reserves the right to change sales prices, discounts and sale and delivery terms and conditions without prior notice, unless expressly agreed otherwise in writing and insofar any provision of mandatory law does not dictate otherwise.
• 4.4 Client is entitled to
  • in the event of changes in prices, discounts and other terms and conditions, except when these changes are beneficial for client, cancel already placed orders within eight days after notification of said changes, provided the orders have not been carried out yet.
• 4.5 If, in the case of any governmental measure cost price-increasing taxes, levies or import duties will be implemented or amended, the supplier will be entitled to charge these changes to client, also if is agreed upon that the delivery price will be a fixed one, without this leading to cancellation of the made order(s) by client.
• 4.6 Client owes supplier the agreed upon fee and costs which supplier has reasonably had to make in order to be able to comply with its obligations arising from the agreement towards client, for activities and/or services performed by supplier for the benefit of client.

5.0 Invoicing, payment and complaints

• 5.1 The prices of goods delivered by supplier become due at the moment of delivery. The prices of services delivered by supplier become due upon entering into in respect to the delivery of services, unless agreed otherwise.
• 5.2 Payment conditions are the conditions as mentioned in supplier's invoice to client. In the absence of such a mention, a payment term of 14 days after invoice date applies.
• 5.3 Payment takes place without set-off or suspension for whatever reason whatsoever, except as otherwise provided by arbitration or court decision that client has a deductible counterclaim or grounds for suspension.
• 5.4 In the case of excess of the payment term by client, client is due an interest of 1.5% per month on the then payable amount, without any prior notice of default from the side of supplier being required. If, following a notice of default, client continues to fail to comply with his payment obligation, supplier is entitled to take steps for collection of its claim, in which case client, next to the total amount due increased with the aforementioned interest, is also bound to complete compensation of the extrajudicial and judicial collection charges, including lawyer's fees, of which the level is set to a minimum of 15% of the total amount due, but with a minimum of 125 Euros.
• 5.5 Supplier can - if client's creditworthiness or payment performance gives him grounds thereto - ask further certainty of payment from client of the goods and/or services delivered by supplier to client. In the absence of such a certainty supplier is entitled to suspend execution of the agreement. The costs connected with the further security requested from client by supplier will all be at the expense of client.
• 5.6 Client has the right of complaint with respect to the amounts charged by supplier to client and/or with respect to the result of the performed activities by supplier for the benefit of client during one month after the invoice date or one month after the completion of the activities respectively. The right of complaint expires after this period has lapsed. If the result of the performed activities by supplier does not satisfy that what has been provided for it in the agreement between supplier and client, supplier is entitled to comply with its obligations within a reasonable term, subject to the supplier's right to charge additional costs involved in this to client.

6.0 Confidentiality

• 6.1 Supplier declares to observe confidentiality of client's confidential data. Supplier will take the necessary measures to ensure this confidentiality by personnel or third parties, which supplier uses in the performance of his services.
• 6.2 Client binds himself to confidentiality of confidential information regarding software, equipment and other materials delivered or otherwise provided by supplier to client. Client will not remove or change notices in or on the goods/services delivered by supplier.

7.0 Retention of title

• 7.1 All goods delivered by supplier shall remain the property of supplier until payment in full of the amounts owed by client to supplier, such as guarantee for the payment of all that supplier is entitled to, nothing excluded.
• 7.2 Client is not allowed to sell, pledge or mortgage as property, nor to rent, loan or transfer from his company in whatever way, for any reason whatsoever, as long as full payment of the amount or amounts due to supplier has not taken place, unless client carries out a business as reseller in which selling the delivered is an objective.
• 7.3 Failure to meet the provisions in Articles 5.1.and 5.2. of these terms and conditions by client, entitles supplier to terminate the agreement with client with immediate effect, as is provided for in Article 8 below.

8.0 Rights or supplier and client

• 8.1 Copyright, as well as all other intellectual and/or industrial property rights on all equipment, software and other materials (including, but not limited to analyses, designs, documentation, reports, quotations etc.) delivered or otherwise provided by supplier to client remain exclusively with supplier or his licensors. Client obtains only the usage rights expressly granted in these terms and conditions, unless parties expressly agree otherwise in writing.
• 8.2 Client is not allowed to remove from or change in any notice regarding copyright, brands, trade names or other rights of intellectual or industrial property the software, equipment or materials.
• 8.3 The supplier is allowed to - also after delivery - take technical measures to protect the software. Client undertakes to cooperate in any way to enable such measures and will grant access to supplier to its business spaces or the business spaces client has in use with a third party or third parties.
• 8.4 Supplier indemnifies client against actions by third parties concerning possible copyright infringement insofar as these actions concern software developed by supplier itself. Supplier shall pay the costs and damages it is ordered to pay by the final court ruling, provided client informs supplier immediately and in writing and leaves the handling of the case exclusively to supplier. Client undertakes to then fully cooperate with client.
• 8.5 Supplier is entitled to change or replace the software delivered by third parties in the case of action on the part of third parties.
• 8.6 Client cooperates with the execution of the agreement and will at all times provide supplier timely with all necessary data.
• 8.7 Client remains responsible for the use and correct application of the equipment, software and services delivered by supplier, as well as for the securing the data.
• 8.8 The equipments, materials or data provided by client on information carriers will comply with the required specifications for the performance of the activities.
• 8.9 If client does not timely or in accordance with agreements comply with its obligations as described before in Articles 6.6. up to and including 6.8., supplier is entitled to suspend the performance of the agreement and to charge the consequential extra costs to client.

9.0 Delivery schedules

• 9.1 All named delivery times mentioned by supplier in either quotations or contracts, have to the best of its knowledge been set based on, the best of knowledge, the data known at the time of issuance of the quotation or the formation of the agreement.
• 9.2 Supplier will observe named delivery times as much as possible. Supplier is nevertheless not bound to delivery times which cannot be made due to unforeseeable changed circumstances at the time of issuance of the quotation or the formation of the agreement.
• 9.3 Supplier will notify client about the changed circumstances as soon as possible after it is known and go into consultation with client.
• 9.4 If the delivery times are seriously exceeded, such an overrun can be regarded as a reason to terminate the agreement in compliance with the provisions in these terms and conditions concerning termination of agreements.

10.0 Termination

• 10.1 The agreement ends by completion of the delivery of the agreed upon activities, goods and/or services or by the expiration of the period of time for which the agreement has been entered into.
• 10.2 Unless parties have expressly and in writing agreed upon otherwise, interim termination of the agreement will only take place by termination and only in the case that one party, after having been notified of being in default in writing by the other party, does not or not properly comply with its obligations arising from the agreement.
• 10.3 The termination will be without judicial intervention and by way of registered letter.
• 10.4 In case the agreement has been already partly performed by supplier, the termination is only for that part which the supplier has not performed yet. Amounts, tied to the performances rendered before the termination, will remain fully due and will become immediately payable at the moment of termination.
• 10.5 Parties can wholly or partially terminate the agreement with immediate effect without judicial intervention and without being held to any compensation therefore by way of a written notification if
  1. one of the parties has been declared bankrupt;
  2. one of the parties has been granted a suspension of payment;
  3. one of the parties not able to comply with its payment obligation for any other reasons or
  4. if the company of one of the parties is wound up or terminated, other than for the benefit of restructuring or merger of companies.

11.0 Liability

• 11.1 Supplier is held to no other liability than described in this article below.
• 11.2 In the case of a wrongful act by supplier or by persons, supplier uses for the execution of the agreement and where supplier could rightly be held accountable for, supplier is liable for compensation of damages by death or bodily harm and for material damages to client's and third parties' installation and properties, only insofar as these have risen from intentional act or gross negligence.
• 11.3 If supplier fails imputably to perform or properly perform the agreement, supplier is only liable for the compensation of the value of the shortfall in performance, which compensation will in no case be more than 50% of the amounts invoiced and to be invoiced by supplier to client based on the agreement, increased with turnover tax.
• 11.4 Condition for the occurrence of any right of compensation is that client notifies supplier immediately and in writing of the occurrence of any damages and allows supplier a reasonable period of time to repair the occurred damage insofar as this has been caused by whether wrongful act or not or not properly complying with the agreement on the part of supplier. The right to claim compensation expires after a period of six months after the date on which the job is completed by supplier.
• 11.5 Supplier is never liable for damages which should occur as a result of systems and/or connections being not or not sufficient functional, nor for data transferred from and to client's connected computer.
• 11.6 The liability towards third parties for the data that client sends via supplier's systems and connections and for the data client places or has placed client supplier's systems, remains with client, who indemnifies supplier from all damages and/or any claim by third parties, directly or indirectly arising from or connected with this.
• 11.7 Client is not allowed to use the systems and/or connections van supplier for sending data which client knows or could reasonably know is in conflict with legislation enacted by any government. If client acts in conflict with these provisions, supplier is entitled to immediate disconnection of client, maintain the payment obligation of client towards supplier. Supplier will then, if and if so, under which conditions reconnection will take place and if the breach of the legal provision will be reported to the appropriate bodies. Client indemnifies supplier from all consequences and damages supplier could suffer from such a violation.
• 11.8 Client is also not allowed to send data via the systems and/or connections van supplier which would hinder a good and unobstructed business performance in any way whatsoever. Supplier is entitled to then take such measures to prevent and/or lift such hindrance, including, but not limited to, immediate disconnection of client from the systems and/or connections van supplier. Supplier determines in such a case if and if so, under which conditions reconnection of client will take place. In such a circumstance, the client's payment obligation will be maintained in full. Supplier is moreover entitled to claim all costs and damages which are a direct or indirect consequence of client's actions.
• 11.9 Client indemnifies supplier for all damages supplier should suffer as a result of claims of third parties, related to the goods and services delivered by supplier to client.

12.0 Force majeure

• 12.1 In the case of force majeure and other circumstances of such a nature that in all reasonableness and fairness fulfilment of the agreement by supplier cannot be required, the execution of the agreement will be suspended. If such a suspension has lasted a year, the agreement can be terminated by registered letter.
• 12.2 In no case is one of the parties held to compliance with any obligation if it is prevented from doing so by a situation that is not attributable to it or for which it is not responsible pursuant to the law, a legal act or generally accepted trade practice.

13.0 Applicable law - Disputes

• 13.1 These terms and conditions, as well as the agreements these terms and conditions apply to, shall be governed by Dutch law.
• 13.2 Any disputes that should arise on account of the agreements between supplier and client or on account of further agreements concluded as a result thereof, will be settled by the competent court in The Hague.