General Terms & Conditions
1.	Applicability
Exite ICT (EXITE) Terms and conditions. In these General Terms and Conditions (T&C), "EXITE" refers to Exite ICT, with registered office in Enschede and with principal place of business at Hengelosestraat 501, 7521 AG in Enschede and "the other party": the party with whom EXITE concluded an agreement.
1.1.	De EXITE Voorwaarden bestaan uit de onderhavige module Algemeen en de volgende afzonderlijke specifieke modules, die te raadplegen zijn via http://www.exite.com onder de map support.  
1.1.1.	Software licence
1.1.2.	Software development
1.1.3.	Software maintenance
1.1.4.	Application Service Provider, Software as a Service, and Computer service
1.1.5.	Development and maintenance of a website
1.1.6.	Web hosting
1.1.7.	Secondment services
1.1.8.	Education and training
1.1.9.	Advice, consultancy and project management
1.1.10.	Other services
1.1.11.	Sale of ICT, telecommunications and office equipment, and other items
1.1.12.	Leasing of ICT, telecommuniations and office equipment
1.1.13.	Maintenance of ICT, telecommunication and office equipment
1.1.14.	Internet access
1.1.15.	Telecommunications services
1.1.16.	ICT financing and leasing.
1.2.	This General module of the EXITE Terms and Conditions is applicable to all quotations and agreements based on which EXITE supplies goods and/or services of any nature and by any name, to the client. The specific module or modules of EXITE's Terms and Conditions agreed on between EXITE and the client are also applicable. If this General module of the EXITE Terms and conditions is, in any way, in conflict or incompatible with the provisions in the specific module or modules of the EXITE Terms and Conditions that EXITE and the client agreed on, the provisions in the relevant specific module or modules prevail.
1.3.	Where the term "general terms and conditions" is used in EXITE's Terms and Conditions, it refers to the provisions of this General module in combination with the provisions of one or more of the agreed specific modules of the EXITE Terms and Conditions.
1.4.	Deviations from and additions to these general terms and conditions are only valid if this was agreed on in writing between the parties.
1.5.	The applicability of procurement or other terms and conditions of the client are expressly rejected.
1.6.	If and insofar as EXITE leases equipment of third parties to the client, provided that EXITE informed the client about this in writing, the terms and conditions of third parties are applicable with regard to the equipment, setting aside any provisions in these general terms and conditions that deviate from it. The client accepts said terms and conditions of third parties. The client may consult these terms and conditions at EXITE and EXITE will send the client a free copy upon request. If and insofar as said terms and conditions of third parties in the relationship between client and EXITE, for any reason are deemed not applicable or are declared not applicable, the provisions in these general terms and conditions are fully applicable.
1.7.	If any provision in these general terms and conditions is null or void, the other provisions of these general terms and conditions will remain fully applicable. In that case, EXITE and the client will consult with each other to agree on new provisions to replace the null or void provisions, where the purpose and the scope of the null or void provisions are taken into consideration as much as possible.
2.	Quotations
All EXITE's quotations and other expressions are without obligation, unless stated otherwise in writing by EXITE.
2.1.	The client is responsible for the accuracy and completeness of the information supplied by or on behalf of him to EXITE that was used to prepare this quotation. The client will always take utmost care to ensure that the requirements that EXITE's delivery must meet are correct and complete. The measurements and data supplied in drawings, images, catalogues, websites, quotations, advertising material, standardization sheets are not binding to EXITE, unless EXITE expressly stated otherwise.
2.2.	EXITE's obligation to install and/or configure equipment does not include data conversion and software installation.
3.	Price and payment
3.1.	All pre-calculations and budgets supplied by EXITE are only indicative, unless EXITE states differently, in writing. A pre-calculation or budget supplied by EXITE never leads to any rights or expectations for the client. A budget declared available by the client to EXITE will never be seen as a (fixed) price agreed on between the parties for the goods/services to be supplied by EXITE. Only when the parties expressly agreed to this, EXITE is obliged to inform the client when there is a high likeliness that the pre-calculation or budget prepared by EXITE will be exceeded.
3.2.	If the client consists of multiple natural persons and/or legal entities, each of these persons are severally responsible to pay the amounts payable as a result of the agreement.
3.3.	The relevant documents and data from EXITE's administration or systems serves as proof of the activities performed by EXITE and the amounts payable for this by the client, without prejudice to the client's right to provide evidence to the contrary.
3.4.	If the client has periodic payment obligations, EXITE is entitled to adjust the applicable prices and rates, in writing, provided that the client is informed at least three months in advance. if the client does not want to accept such an adjustment, the client is entitled to terminate the agreement, in writing within thirty days after the notification from the date when the adjustment would come into force. However, the client does not have the right to terminate the agreement after such an adjustment if the parties agreed that the applicable prices and rates are adjusted based on an index or other measure agreed on between the parties.
3.5.	Parties must specify the date or dates when EXITE will invoice the client for the activities that were agreed on. The amounts payable are paid by the client according to the agreed payment terms or as specified on the invoice. In the absence of a specific regulation, the client will pay EXITE within a by EXITE specified term after the invoice date. The client is not allowed to suspend any payment or to make any deductions from the amounts payable.
3.6.	If the client does not pay the amounts payable, or pays late, the client is, without any reminder or notice of default being required, liable to pay legal trading interest on the outstanding amount. If the client, after reminder or notice of default, fails to make a payment, EXITE may hand over the claim, in which case the client will have to, in addition to the outstanding total amount, also pay all legal and extra judicial fees, which includes all costs charged by external experts.
4.	Confidentiality and acquisition of employees
4.1.	The client and EXITE ensure that all data received from the other party of which they know or should reasonably know that it is confidential, remains confidential. The party who receives the confidential data will only use this for the purpose it was supplied. Data is in any case considered to be confidential if it was indicated as such by one of the parties.
4.2.	During the term of the agreement and one year after the end thereof, the client will, only after receiving prior written consent from the other party, directly or indirectly employ employees of the other party who were involved with the execution of the agreement. There may be conditions linked to said consent.
4.3.	For every violation of the provisions in paragraph 4.2 the counterparty will pay EXITE a fine, which is not susceptible for judicial moderation, which corresponds to an amount equal to the highest applicable hourly rate of EXITE at that time, multiplied by 1040 (being 26 weeks of 40 hours per week).
5.	Privacy, data processing, and security
5.1.	If EXITE deems this necessary for the execution of the agreement, the client will immediately inform EXITE in writing about the way in which the client executes his obligations based on legislation related to the protection of personal data.
5.2.	The client indemnifies EXITE for claims of persons whose personal data was registered or processed in the framework of a personal registration kept by the client or that the client is responsible for by law, unless the client can prove that the facts on which the claim is based can only be attributed to EXITE.
5.3.	The responsibility for the data processed by using a service supplied by EXITE rests only with the client. With respect to EXITE, the client shall ensure that the content, the use and/or the processing of data are not illegal and do not violate any rights of third parties. The client indemnifies EXITE against all claims of third parties, regardless of the reason for it, also with regard to this data or the execution of the agreement.
5.4.	If EXITE is, based on the agreement, obliged to supply a form of information security, the security will comply with the specifications for security as agreed upon between the parties, in writing. EXITE cannot be held responsible for guaranteeing that the information security is effective under all circumstances. If the agreement does not clearly describe security, the security will be reasonable in the view of the state of the technology, the sensitivity of the data and the costs related to the security measures.
5.5.	If, during the execution of the agreement or otherwise, computer, data or telecommunication facilities are used, EXITE is entitled to allocate client access or identification codes. EXITE is entitled to change the access or identification codes that were allocated. The client will treat the access or identification codes confidentially and carefully and only discloses them to authorised employees. EXITE is never responsible for damages or costs resulting from the use or abuse of access or identification codes, unless the abuse was most likely directly caused by the actions or negligence on the part of EXITE.
6.	Retention of title and rights, specification, and suspension
6.1.	All goods supplied to the client remain the property of EXITE until all the amounts that the client has to pay EXITE based on the agreement concluded between the parties were paid in full to EXITE. A client who acts as a reseller, may sell and deliver all items that are subject to EXITE's reservation of title insofar as this is common practice in the framework of the normal execution of his operations. If the client (also) uses the goods supplied by EXITE to create something new, the client will only produce the goods for EXITE and the client will keep the new goods for EXITE until the client has paid all the amounts payable based on the agreement. In that case, EXITE remains, until the moment when full payment is received, the owner of the newly created goods.
6.2.	 The property law consequences of the retention of title of an item destined for export are governed by the law of the state of destination if that law contains provisions more favourable to EXITE in this respect.
6.3.	Rights, which also includes usage rights, are in this case given or transferred to the client subject to the condition that the client paid everything owed as a result of the agreement concluded between the parties. If the parties agreed on a periodic payment obligation for client in exchange for the usage right, the client will have the usage right as long as he complies with his periodic payment obligation.
EXITE may keep all goods, products, property rights, data, documents, software, data files, and results and intermediate results of the service provision of EXITE received in the framework of the agreement, regardless of an existing issue or transfer obligation, until the client has paid all the amounts due to EXITE.
7.	Risk
Any risk of loss, theft, embezzlement, or damage to goods, products, data, documents, software, data files or data (codes, passwords, documentation etc.) that was produced or used in the framework of the execution of the agreement, transfers to the client at the time when this is actually received by the client or one of the client's agents. Insofar as these objects are actually in EXITE's possession or in possession of EXITE's agents, EXITE carries the risk of loss, theft, embezzlement, or damage.
8.	Intellectual property rights
8.1.	If EXITE is willing to commit to transfer an intellectual property right, such a commitment can only be done expressly in writing. If 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 transfers to the client, this right or possibility does not affect EXITE's right to use the parts, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and such that the development was based on, without any restriction for other purposes and/or to exploit them, either for itself or for third parties. The transfer of EXITE's intellectual property right also does not affect EXITE's right to create developments for itself or for third parties, that are similar or derived from those created for the client.
8.2.	All intellectual property rights to software, websites, data files, equipment or other material developed for the client based on the agreement, such as analyses, designs, documentation, reports, quotations, and prepatory material thereof, only belongs to EXITE, its licensors, or its suppliers. The client only receives usage rights that are expressly granted by these general terms and conditions and the law. A client's right is non-exclusive, non-transferrable to third parties, and may not be sublicensed.
8.3.	The client is not allowed to remove or amend any indication concerning the confidential nature or with regard to copyright, brands, trade names, or any other intellectual property right from the software, website, data files, equipment, or materials.
8.4.	Even if the agreement does not specifically provides a provision for this, EXITE is allowed to install technical facilities to secure the software, equipment, data files, websites and such with regard to an agreed restriction in the content or the duration of the right to use these objects. The client is never allowed to remove or have removed such technical facilities.
8.5.	EXITE indemnifies the client against any third party claims that are based on the allegation that the software, websites, data files, equipment or other materials developed by EXITE violate an intellectual property right of the relevant third party, provided that the client immediately informs EXITE in writing about the existence and content of the legal claim and fully leaves the processing of the case, including any settlements to EXITE, to EXITE. The client will provide EXITE with the necessary authorisation, information, and cooperation to, if necessary in the client's name, defend itself against such legal claims. This obligation for indemnification expires when the alleged violation concerns (i) with materials made available to EXITE by the client for use, alterations, processing or, incorporation, or (ii) with changes that the client has made to the software, website, data files, equipment or other materials or has had them made by a third party without written permission from EXITE. If it is irrevocably established by law that the software, websites, data files, equipment or other materials developed by EXITE itself violate any intellectual property right of intellectual property belonging to a third party or if, in EXITE's opinion, there is a reasonable chance that such an infringement exists or might  occur, EXITE will, if possible, ensure that the client can continue to use the delivered or functionally equivalent other software, websites, data files, equipment or materials. Every other or further indemnification obligation of EXITE is excluded.
8.6.	The client guarantees that no rights of third parties oppose the provision of equipment, software, material intended for websites (image materials, text, music, domain names, logos, hyperlinks, etc.), data files or other materials, including design materials to EXITE, to be used, edited, installed or incorporated (e.g. in a website). The client indemnifies EXITE against any claim from a third party based on the allegation that such provision, use, processing, installation, or incorporation violates any right of that third party.
9.	Cooperation obligations
9.1.	Parties acknowledge that the success of activities related to information and communication technology usually depends on the correct and timely internal cooperation. To enable the proper execution of the agreement by EXITE, the client will always supply data or information deemed useful, necessary, and desireable by EXITE and offer full cooperation. If the client deploys some of its own employees and/or auxilliaries to cooperate with the execution of the agreement, these employees or auxilliaries will have the necessary knowledge, expertise, and experience.
9.2.	The client bears the risk of the selection, use, application, and control of the equipment, software, websites, data files, and other products and materials and the services to be provided by EXITE in his own organisation. The client is responsible to ensure the correct installation, assembly and commissioning, and for the correct setup of the equipment, software, websites, data files and other products and materials.
9.3.	If the client does not make available the data, documents, equipment, software, materials or employees deemed useful, necessary, or desirable to EXITE for the execution of the agreement by EXITE, or does not do this in a timely manner or in accordance with the agreements, or if the client does not inform EXITE or in any other way not fulfills its obligations, EXITE has the right to suspend the execution of the agreement in whole or in part and EXITE also has the right to charge the resulting costs according to its usual rates, all this without prejudice to EXITE's right to exercise any other legal and/or agreed upon right.
9.4.	If EXITE's employees perform work at the client's location, the client will provide the facilities reasonably desired by those employees free of charge, such as a workspace with computer, data, and telecommunication facilities. The workspace and facilities will meet all legal and other applicable requirements regarding working conditions. The client indemnifies EXITE against claims from third parties, including employees of EXITE who suffer damages in connection with the execution of the agreement resulting from acts or omissions of the client or unsafe situations in his organization. The client will inform the employees deployed by EXITE about the house and security rules applicable within its organisation before the start of the activities.
9.5.	If computer, data or telecommunication facilities, including the internet, are used in the execution of the agreement, the client is responsible for the correct choice of the resources required for this and for the timely and complete availability thereof, except for those facilities subject to EXITE's direct use and management. EXITE is never liable for damage or costs due to transmission errors, malfunctions, or unavailability of these facilities, unless the client proves that these damages or costs are the result of intent or deliberate recklessness on the part of EXITE's management.
9.6.	The client is responsible to ensure that the area where EXITE performs its work, where the checks or test activities must take place and/or where the delivered goods, which are subject to guarantee obligations, are present, complies with the requirements specified by EXITE with regard to temperature, humidity level, being draft-free, water and electricity supply, and other environmental requirements.
10.	Delivery Terms
10.1.	All (delivery) terms and (delivery) dates specified by EXITE are specified to the best of its knowledge based on the data available to him upon conclusion of the agreement. The interim (delivery) dates specified by EXITE or agreed on between the parties are only target dates, which do not bind EXITE and always have an indicative nature only. EXITE will do everything reasonably possible to honour the latest (delivery) terms and latest (delivery) dates. EXITE is not bound by a latest or other (delivery) date that, due to circumstances beyond its control, which occured after the conclusion of the agreement, can no longer be honoured. EXITE is also not bound to a latest (delivery) date or (delivery) term if parties agreed on an amendment of the content or the scope of the agreement (additional work, changes in the specifications, etc.) or an amendment to the approach of the execution of the agreement. If a deadline might not be met, EXITE and the client will consult to discuss the consequences of the late delivery for further planning.
10.2.	The mere fact that a (delivery) term or (delivery) date stated by EXITE or agreed between the parties is exceeded, does not put EXITE in default. In all cases, including in the event where the parties have explicitly agreed in writing on a final (delivery) term or (delivery) date, EXITE will only be in default due to late delivery after the client has given it 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 EXITE is given the opportunity to respond adequately.
10.3.	EXITE is always entitled to execute the agreement in partial deliveries.
11.	Warranty
11.1.	EXITE will make every effort to repair any material and manufacturing defects in the equipment, as well as in parts supplied by EXITE within the framework of the warranty, free of charge, within a reasonable period, provided that these are described in detail and have been reported to EXITE within a period of three months after delivery. If, in EXITE's reasonable opinion, it cannot be repaired, repairs will take too long, or if the repairs will lead to disproportionately high costs, EXITE is entitled to replace the equipment free of charge by other similar but not necessarily identical equipment. Data conversion required as a result of a repair or replacement is not covered by the warranty. All replaced parts become EXITE's property. The warranty obligation lapses if faults in the equipment or in the parts are wholly or partly the result of incorrect, careless, or incompetent use, external causes such as fire or water damage, or if the client modifies the equipment or parts supplied by EXITE within the framework of the warranty without EXITE's permission. EXITE will not withhold such permission on unreasonable grounds.
11.2.	Any other or further appeal by the client to non-conformity of the delivered goods than the provisions of article 6.1 of this module is excluded. The Client may in any case not invoke the non-conformity of the delivered goods if and insofar as the law denies him such appeal.
11.3.	EXITE will charge the costs of work and repairs that do not fall within the framework of this warranty at its standard rates.
11.4.	EXITE has no obligation to repair errors reported after expiry of the warranty period referred to in article 11.1, unless a maintenance agreement has been concluded between the parties that includes such a duty to repair.
12.	Dissolution and termination of the agreement
12.1.	Either party only has the power to dissolve the agreement due to an attributable shortcoming concerning the compliance with the agreement if the other party, always after a written notice of default containing as much detail as possible and stating a reasonable term within which the default must be rectified, still fails to comply with essential obligations from the agreement. The client's payment obligations and all other obligations to cooperate on the part of the client or a third party engaged by the client are always deemed to be essential obligations from the agreement.
12.2.	If the client already received some performances in the execution of the agreement at the time of the dissolution as meant in article 11.1, these performances and related payment obligation will not form part of the cancellation, unless the client proves that EXITE is in default with regard to an essential part of the performances. Amounts that EXITE invoiced before the dissolution for everything that he performed/supplied properly in execution of the agreement remain payable taking the previous full sentence into consideration and it will become immediately payable at the time of the dissolution.
12.3.	An agreement, which by its nature and content does not terminate fulfilled, which has been entered into for an indefinite period, can be terminated in writing by either party after proper consultation and stating the reasons for doing so. If no notice period has been agreed between the parties, a reasonable period must be observed in case of cancellation. The parties will never be obliged to pay any cancellation fee.
12.4.	The client is never entitled to terminate a service agreement for an assignment that was entered into for a specific time, early.
12.5.	Either party may terminate the agreement in writing, in whole or in part, without notice, if the other party is granted a moratorium on payments, whether or not temporarily, if bankruptcy is filed for with regard to the other party, if the other party is liquidated or falls away other than for the purpose of restructuring or merger of companies, or if the client's company's executive control changes. EXITE will never be obliged to refund any money received or pay compensation for damages due to this termination. If the client is declared bankrupt, the usage right of the software, websites and similar items made available to the client will lapse by operation of law.
13.	EXITE's liability
13.1.	EXITE's total liability due to an attributable shortcoming in the fulfillment of the agreement or for any other reason, explicitly also including any shortcoming in the fulfillment of a warranty obligation agreed upon with the client, is limited to compensation for direct damage up to a maximum of the amount of the price stipulated for that agreement (exclusive of VAT). This limitation of liability applies mutatis mutandis to EXITE's obligation to indemnify as referred to in Article 8.5 of this General module. If the agreement is mainly a continuing performance agreement with a term of more than one year, the contract price is set at the total of the fees (exclusive of VAT) stipulated for one year. Under no circumstances will EXITE's total liability for direct damage, for whatever reason, amount to more than € 500,000 (five hundred thousand Euros).
13.2.	EXITE's liability for damage due to death, physical injury, or due to material damage to goods will never exceed € 1,250,000 (one million two hundred and fifty thousand Euros).
13.3.	EXITE's liability for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims from the client's customers, damage related to the use of items, materials or software of third parties that the customer instructed EXITE to use and damage related to the engagement of suppliers that the client told EXITE to use is excluded. EXITE's liability for corruption, destruction, or loss of data or documents is also excluded.
13.4.	The exclusions and restrictions of EXITE's liability, as described in the previous paragraphs of this article 12, do not affect the other exclusions and restrictionss of EXITE's liability under this General module and the other agreed modules of these general terms and conditions.
13.5.	The exclusions and restrictions referred to in articles 12.1 to 12.4 will lapse if and insofar the damage is the result of intent or deliberate recklessness on the part of EXITE's executive board.
13.6.	Unless EXITE will be permanently unable to fulfil its commitments, EXITE's liability due to an attributable shortcoming in the compliance with an agreement only exists if the client immediatly informed EXITE about the default in writing, which includes a reasonable term for rectifying the shortcoming, and EXITE still fails to meet its obligations after this term due to facts that can be attributed to EXITE. The notice of default must be as complete as possible and describes the default in as much detail as possible so that EXITE is given the opportunity to respond adequately.
13.7.	One requirement to be eligible for any right to compensation for damages is that the client must always report the damages writing to EXITE as soon as possible after it occured. Every claim for compensation for damages against EXITE expires 24 months after the start of the claim.
13.8.	Parties acknowledge that the active and constructive participation in an ICT-Mediation is a reasonable and suitable measure to prevent or restrict potential damage if this potential damage is related to EXITE's non, late, or inadequate compliance with any contractual obligation. For this reason, the client is obliged to, on EXITE's first request, immediately, actively, constructively, and unconditionally cooperate with an ICT-Mediation according to the ICT-Mediation Regulation of the Stichting Geschillenoplossing Automatisering (Automated Dispute Resolutions Foundation), with registered office in The Hague (see www.sgoa.org and www.sgoa.eu).
13.9.	The client indemnifies EXITE from all claims of third parties due to product liability as a consequence of a defect in a product or system that the client supplied to a third party and that also consisted of equipment, software, or other materials supplied by EXITE, unless and insofar the client can prove that the damage was caused by this equipment, software, or other materials.
13.10.	The provisions in this article and all other liability restrictions and exclusions specified in these general terms and conditions are also applicable to all persons and legal persons served by EXITE in the execution of the agreement.