1 Applicability Unica ICT Solutions (UICTS) Terms and Conditions These terms and conditions ("AV") defines "UICTS" as follows: Unica ICT Solutions B.V., having its registered office in Hoevelaken, and defines the "Client" as the party with which UICTS has concluded an agreement. 1.1 These UICTS Terms and Conditions apply to all offers and agreements whereby UICTS delivers goods and/or services of any nature and under any name to the Client. Deviations and additions of these general terms and conditions are only valid if these have been concluded between the Parties in writing. 1.2 The applicability of purchase or other terms and conditions of the Client are explicitly rejected. 1.3 If and insofar as UICTS supplies equipment, software or software of third parties to the Client, the terms and conditions of those third parties will apply to that equipment, software or services, thereby excluding the deviating provisions in these general terms and conditions. The Client accepts the above mentioned terms and conditions of third parties. These terms and conditions are available to the Client at UICTS and UICTS will send it to the Client upon request at no cost. If and insofar the terms and conditions in the relation are not considered to be applicable or are declared not applicable in the relation between the Parties for whatever reason, then that stated in these general terms and conditions applies in full. 1.4 If one or more of the provisions in these general terms and conditions are nullified or removed, these other provisions of these general terms and conditions remain applicable in full. In that case, UICTS and the Client will meet in order to agree new provisions to replace the nullified or removed provisions, whereby the aim and intent of the original provisions are followed to the extent possible. 1.5 The UICTS will do its utmost to perform the services with care, if applicable pursuant to the agreements and procedures documented with the Client in writing. All services of UICTS will be performed on the basis of a best-efforts agreements, unless and insofar UICTS explicitly agreed a result in the written agreement and the relevant result is sufficiently specified. 2 Offers 2.1 All offers and other expressions of UICTS is free of obligation, unless otherwise is stated in writing by UICTS. 2.2 The Client guarantees the correctness and completeness of the information provided by the Client or on his behalf on which UICTS bases its offer. The Client always adopts the utmost care that the conditions to which the performance of UICTS must comply with are correct and complete. The dimensions and data stated in drawings, images, catalogues, websites, quotes, advertising material, normalisation sheets etc. are not binding, unless otherwise is explicitly stated by UICTS. 2.3 Any obligation of installation, configuration and/or maintenance of the equipment by UICTS is not included in the performance of the data conversion and the installation of software. 3 Price and payment 3.1 All prices are excluding VAT and other levies legally or otherwise imposed. Unless otherwise is agreed, all the prices are listed in Euro and the Client must pay the invoices in Euro. 3.2 All the advance calculations and estimates made by UICTS are purely indicative, unless UICTS informs otherwise in writing. The Client can never derive rights or expectations from the advance calculation or estimate issued by UICTS. A budget notified by the Client to UICTS never applies as a (fixed) price agreed by the parties for the performances made by UICTS. Only if such has been agreed by the parties in writing, then UICTS must inform the Client in the event of a threatening exceeding of an advance calculation or estimate issued by UICTS. 3.3 If the Client consists of multiple natural persons and/or legal entities, each of those persons is severally liable to pay the amount due under the agreement. 3.4 With regard to the performance made by UICTS and the amounts payable by the Client, the relevant documents and data of the administration or systems of UICTS forms the complete proof, notwithstanding the right of the Client to provide proof to the contrary. 3.5 If the Client has a periodic payment obligation, then UICTS is authorised to adjust the applicable prices and rates in writing within a period of at least three months. If the Client does not wish to agree with such a change, then the Client is entitled to terminate the agreement in writing within thirty days after having received the notification per the date on which the amendment was to take effect. However, the Client is not eligible to terminate the agreement if the parties have agreed that the applicable prices and rates are adjusted with due observance of the index or other measure agreed by the parties. 3.6 The parties will document the date or dates stated in the agreement on which UICTS will invoice the fee for the agreed performance to the Client. The amounts due are paid by the Client in accordance with the payment conditions agreed as stated on the invoice. In the absence of a specific regulation, the Client will pay within the payment period determined by UICTS after the date of invoice. The Client is not entitled to suspend any payment, nor is it entitled to settle any sums owed. 3.7 If the Client fails to pay the amounts due (on time), the Client must pay the statutory late payment interest on the outstanding amount without requiring a summons or notice of default. If the Client remains in default after the summons or notice of default, UICTS can forward the claim, in which case the Client must pay the total amount due as well as pay any judicial and extra-judicial costs, including all costs invoiced by external experts. 3.8 If the creditworthiness of the Client gives rise thereto, UICTS can demand further surety. As long as that surety cannot be provided by the Client, then UICTS can suspend the delivery. 4 Confidentiality and take over staff 4.1 UICTS and the Client will ensure that all the data received from the other party of which they are aware or reasonably should be aware of its confidential nature, remains confidential. The party receiving the confidential information shall only use it for the purpose for which it was given. Information is in any event considered confidential if it is specified as such by one of the parties. This ban does not apply to UICTS if and insofar as the provision of the relevant information to a third party is necessary as a result of a judgement rendered by court or a legal requirement. 4.2 The Client acknowledges that the programs provided by UICTS are always confidential of nature and that these contain company secrets of UICTS, it suppliers or the manufacturer of the programs. 4.3 The Client will only directly or indirectly employ staff of the other party or otherwise, who are or were involved in the performance of the agreement for the duration of the agreement as well as one year after the end thereof, with the prior written permission of the other party. This permission can be subject to conditions. 4.4 Each violation of that stated in subsection 4.3, the other party will pay a penalty to UICTS which will be equal to the highest hourly fee as it applies at UICTS at that time, multiplied with the number 1040 (i.e. 26 weeks of 40 hours a week), notwithstanding the right of UICTS to demand full payment of compensation. 5 Privacy, data processing and security 5.1 The Client indemnifies UICTS for claims of people of whom personal data is registered or processed as part of a personal data registration kept by the Client or for which the Client is otherwise legally responsible, unless the Client can prove that the facts underlying the claim are solely attributable to UICTS. 5.2 The Client is solely responsible for the data processed with the use of a service provided by UICTS. The Client guarantees to UICTS that, if the contents, the use and/or the processing of data is not unjustified and does not infringe any right of a third party. The Client indemnifies UICTS against any claim and/or legal claim of a third party, in any capacity, in respect of this data or the performance of this agreement. 5.3 If UICTS must provide a form of data protection on the basis of the agreement that protection must comply with the specifications concerning safety, as agreed by the parties in writing. UICTS never guarantees that the data protection will be effective under any circumstance. If an explicitly described protection is not included in the agreement, then the protection will meet a level that is not unreasonable in light of the latest technology, the sensitive nature of the personal data and the security costs involved. 5.4 If use is made of computer, data or telecommunication facilities during the performance of the agreement or otherwise, UICTS is authorised to provide the Client access or identification codes. UICTS is authorised to change the allocated access or identification codes. The Client will treat the access and identification codes as confidential and with care and will only notify authorised staff members of them. UICTS is never liable for damage or costs resulting from the use or abuse of access or identification codes, unless this involves the intent or deliberate recklessness of the management of UICTS. 5.5 Insofar otherwise has not been explicitly agreed, the Client will secure its systems and infrastructure adequately and will operate an anti-virus program at all times. 6 Retention or title and rights, accession and suspension 6.1 All the goods delivered to the Client remain the property of UICTS until all the amounts the Client must pay UICTS on the basis of the agreement concluded by the parties, have been paid to UICTS in full. 6.2 The property law consequences of the retention of title of goods intended for export are governed by the law of the intended State if that right contains more favourable provisions for UICTS (article 3:92 Dutch Civil Code). 6.3 Rights, including rights of use, are granted or transferred to the Client subject to the condition that the Client has fully paid all the amounts due on the basis of the agreement concluded by the parties. If the parties have agreed a periodic payment obligation of the Client for the granting of the right of use, then the Client is entitled to the right of use for as long as the Client complies with its periodic payment obligation, unless this payment obligation has been legally suspended. 7 Risk 7.1 The risk of loss, theft, embezzlement or damage of goods, products, data, documents, programs, data files or information (codes, passwords, user names etc.) made or used during the course of the agreement, will transfer to the Client the moment they have been made subject to the (actual) power of control of the Client or someone working on the Client's behalf. 8 Cooperation and information obligations 8.1 The parties acknowledge that the successful completion of activities in the area of information and communications technology normally depends on a correct and timely mutual cooperation. In order to enable the sufficient performance of the agreement by UICTS, the Client will always provide UICTS with all the data or information as deemed useful, necessary or desirable by UICTS on time and provide every cooperation. 8.2 The Client bears the risk of the selection of the items, goods and/or services provided by UICTS. The Client will take the utmost care to ensure that the conditions the performance must comply with are correct and complete. 8.3 The Client is responsible for the management of the goods and services provided by UICTS, including the inspection of the settings, the use of the products and/or services provided by UICTS and the way in which these results are used. The Client is also responsible for the instruction to, supervision on and the use by the users. 8.4 The Client will install, set up, parametrise, tune the necessary (additional) programs on its own equipment and if necessary the equipment used in this respect, adjust other (additional) programs and the user environment and realise the inter-operability desired by the Client. 8.5 If the Client makes programs, equipment or other means available to UICTS in connection with the services of products of UICTS, then the Client guarantees the acquisition of all the necessary licenses or approvals with regard to the use of these means. 8.6 The Client guarantees that no right of third parties will resist the making available to UICTS of equipment, programs, material intended for websites (images, text, music, domain names, logos, hyperlinks etc.), data files or other materials, including design materials for the purposes of use, processing, installation or incorporation. The Client indemnifies UICTS against any claim of a third party with regard to the making available, use, processing, installing or incorporating in such a manner that it breaches any right of that third party. 8.7 If the Client fails to provide all the data, documents, equipment, programs, licenses/approvals, materials or employees available deemed necessary by UICTS for the performance of the agreement, or fails to provide them on time or in accordance with the agreements or if the Client fails to comply with its obligations in any other way, then UICTS is authorised to suspend the performance of the agreement in full or in part, and UICTS also has the right to recharge any costs incurred in this respect on the basis of the usual rates, notwithstanding UICTS's right to exercise any legal and/or agreed right. 8.8 If the employees of UICTS perform activities on the site of the Client, then the Client will ensure those employees are given the facilities reasonably required, such as a work space with computer, data and telecommunication facilities. The work space and facilities will comply with all legal and other working conditions regulations. The Client indemnifies UICTS against claims of third parties, including employees of ICT who suffer damage during the performance of the agreement as a result of the act or failure to act of the Client or the unsafe conditions within its organisation. The Client will inform the employees of UICTS used for the activities of the house rules and security regulations in its organisation before commencing the activities. If the Client uses own staff and/or help to cooperate with the performance of the agreement, this staff or help will have the necessary know-how, expertise and experience. 8.9 If use is made of computer, data or telecommunication facilities during the performance of the agreement, the Client is responsible for the right choice of the required means and for the temporary and full availability thereof, except for the facilities that are directly used and managed by UICTS. UICTS is never liable for damage or costs due to transmission errors, disruptions or unavailability of these facilities, unless the Client can prove that this damage or costs result from the intent or deliberate recklessness of the management of UICTS. 8.10 The Client will ensure that the space of the Client where UICTS performs its activities, where inspections or test activities are to take place and/or where the delivered items which are subject to the guarantee obligations are brought and kept in line with the conditions provided by UICTS with regard to temperature, moisture level, absence of draft, power and water supply and other environmental conditions. 8.11 The Client is authorised to connect the equipment and systems not supplied by UICTS to equipment sold by the Client and to install programs not supplied by UICTS. UICTS will provide its cooperation in helping to enable and maintain the operation thereof. The costs of providing this cooperation, including the research and resolving of disruptions resulting from the connection of equipment not supplied by UICTS or the installation of programs not supplied by UICTS, are payable by the Client. 8.12 The Client will not use or enable the use of the services for a purpose other than that intended by UICTS. 9 Instalments 9.1 All the (delivery) instalments and (delivery) dates referred to by or agreed by UICTS have been drawn up to the best of their ability on the basis of the data as they were known upon entering the agreement. The intermediate (delivery) dates referred to by UICTS or agreed by the parties are always target dates, are not binding to UICTS and are purely indicative, unless they have been referred to as deadlines in the agreement. UICTS will do all it can reasonably be expected to do to ensure the compliance with the final (delivery) instalments and final (delivery) dates. UICTS is not bound to a (delivery) instalment or (delivery) date, final or otherwise, that can no longer be met due to circumstances beyond its control which occurred after having entered into the agreement. Nor is UICTS bound to a (delivery) instalment or (delivery) date, final or otherwise, if the parties agree a change of the content or the scope of the agreement (additional work, change of specifications etc.) or a change in the approach for the performance of the agreement, or if the Client fails to (fully) comply with its obligations under the agreement, or fails to do so on time. If any period threatens to be exceeded, UICTS and the Client will discuss the consequences thereof for the further planning. 9.2 UICTS is always authorised to perform the agreement in partial deliveries. If it has been agreed that the compliance of the agreed activities will be provided in phases, then UICTS is authorised to postpone the commencement of the activities that form part of the next phase until the Client has approved the results of the foregoing phase in writing. 10 Guarantee 10.1 UICTS will do its utmost to arrange the repair of any material and manufacturing errors in the equipment or the parts delivered by UICTS under the guarantee, within a reasonable period and within normal working hours, provided they have been notified to UICTS in detail within a period of six months after the delivery. If the manufacturer of the relevant product or component has issued a longer guarantee period, then this prevails. If UICTS reasonably considers that repair is not possible, or if the repair will take too long or be disproportionately expensive, UICTS is authorised to replace the equipment by similar, but necessarily the same equipment, at no cost. All the replaced parts become the property of UICTS. The guarantee obligation lapses if errors in the equipment or in the parts are, in full or in part, the result of incorrect, careless or inexpert use, exterior causes such as fire or water damage, or if the Client arranges the application of physical changes in the equipment or in the parts supplied by UICTS without the permission of UICTS. Any activities that must be performed by UICTS with regard to the (dis)assembly, transport, installation or data conversion as a result of the repair or replacement are explicitly excluded from the guarantee and are payable by the Client. In principle, the Client will arrange transport or dispatch of defective equipment or parts to UICTS. 10.2 Any other or more elaborate claim of the Client on the basis of non-conformity of the delivered goods other than that stated in article 6.1 of these terms and conditions is excluded. Costs of activities and repair not under guarantee will be invoiced by UICTS on the basis of its normal rates. 10.3 UICTS is under no obligation to repair any errors notified after the guarantee period specified in article 10.1, unless the parties have concluded a maintenance agreement that includes a repair duty. 11 Dissolution and termination of the agreement 11.1 Each of the parties are only authorised to dissolve the agreement due to an attributable shortcoming in the compliance with the agreement if the other party falls attributably short in the compliance of real obligations under the agreement, after having received a written notice of default, in as much detail as possible, in which a reasonable period is given to resolve the shortcoming. Payment obligations of the Client and all other obligations for the cooperation and/or providing of information by the Client or a third party engaged by the Client will always be regarded as substantive obligations under the agreement. 11.2 If the Client has already received performances for the execution of the agreement at the time of the dissolution, then these performances and the relevant payment obligation will not form part of the dissolution, unless the Client can prove that UICTS is in default in respect of that specific performance. Amounts invoiced by UICTS before the dissolution in respect of all that UICTS has already correctly performed or supplied in performing the agreement, will remain payable with due observance of the previous sentence and become payable immediately upon the moment the agreement is dissolved. 11.3 If an agreement that does not end in completion due to its nature and content, is entered into for an indefinite period, this can be terminated in writing by mutual consultation and by stating the reasons thereof. If the parties have not agreed a notice period, then a then a reasonable period must be applied upon termination. The parties will never be liable to payment on the basis of the termination. 11.4 The Client is never authorised to intermediately terminate an agreement entered into for a definite period of time. 11.5 Either party may terminate the agreement in writing, in whole or in part, without notice of default, with immediate effect if the other party is granted (provisional) suspension of payment, if the other party files for bankruptcy, if the business of the other party is liquidated or terminated, other than for a reconstruction or merger of businesses. UICTS is never liable to repay any sums received or pay any damages in the event of such a termination. In the event of an irrevocable bankruptcy of the Client, the Client's right to use the programs, website etc. made available to the Client lapses by law. 12 Liabilities of UICTS 12.1 The liability of the Parties for damages resulting from or in respect of an attributable shortcoming in the performance of the Agreement, is limited to the amount paid out in the relevant case on the basis of a professional liability insurance and company liability insurance taken out by the parties. 12.2 If and insofar, for whatever reason no or only a partial payment can take place on the basis of the abovementioned insurance, then the payable damages is limited to the direct damage for a maximum amount of the price agreed for that agreement, excluding VAT. If the agreement is mainly a duration agreement with a duration of more than a year, then the price agreed is set at the total agreed fees per year, excluding VAT. Under no circumstance will the total payment for damage amount to more than EUR 25,000. Direct damage refers to: a. damage to equipment, programs of or used by the Client, including material damage, faulty or failure to operate, reduced liability and raised disturbance sensitivity; b. reasonable costs incurred for the prevention or limitation of damage to programs, equipment and data files; c. reasonable costs the Client needs to incur in order to have the performance of UICTS comply with the agreement. d. reasonable costs incurred to determine the cause of the damage, the liability, the direct damage and the manner of repair. 12.3 The exclusions and limitations referred to in subsections 1 and 2 of this article will lapse if and insofar as the damages results from the intentional and deliberate recklessness of the parties. 12.4 A condition for the arising of any entitlement to payment of damages is always that the parties report the damage to the other party as soon as possible after the damage have arisen. Each claim for payment of damages lapses by the single lapsing of twenty four months after the claim has arisen, unless the Parties have imposed a legal claim for the payment of the damages before that period has lapsed. If the agreement is intermediately terminated by the parties, then the abovementioned period is limited to the single lapsing of six months after the termination date of the agreement. 13 Force Majeure 13.1 None of the parties must meet any obligation, including any guarantee obligation agreed by the parties, if the party cannot comply due to a force majeure. 13.2 The Client acknowledges that UICTS uses products and services of renowned parties in its solutions over which UICTS can exercise little to no control and that the performance of services or the operation of equipment can be negatively affected or temporarily unavailable due to practical aspects (buildings, cabling, tunnels etc.) and atmospheric conditions, interconnection disruptions and problems due to the programs used by UICTS or the Client. UICTS is never liable to the Client for payment of damages or costs in such circumstances. 13.3 If a force majeure situation lasts longer than ninety days, each of the parties is authorised to dissolve the agreement in writing. All that already performed on the basis of the agreement will in that case be settled proportionately, without the parties owing each other in this respect. 14 Changes, additional work and exclusions 14.1 Although UICTS will always reasonably consider a request of the other party to agree with a change or addition to the agreement, UICTS is not obliged to do so, and it can demand that a separate written agreement is concluded in this respect. If, upon request or with prior permission of the Client, UICTS has performed activities or other performances that fall outside the content or scope of the agreed activities and/or performance, then these activities or performances will be paid by the Client in accordance with the fees agreed or in the absence thereof, in accordance with the normal fees of UICTS. 14.2 Activities due to the investigation into or repair of disruptions as a result of or in connection with user mistakes, inexpert use of the equipment or external causes, such as failures in communication lines, network connections or in power supplies, or links with equipment, programs or materials not subject to any maintenance agreement, do not form part of the obligations of UICTS. 14.3 Nor do the following form part of the maintenance obligations of UICTS: the investigation or repair or disruptions resulting from or in connection with changes of the equipment other than by or on behalf of UICTS, the use of equipment in violation of the applicable terms and conditions and the failure of the Client to have the equipment maintained in time. 14.4 Unless otherwise has been agreed, the maintenance obligations of UICTS also do not include investigation or repair of disruptions resulting from or in connection with the programs installed on the equipment. 14.5 If UICTS performs investigations and/or maintenance in respect of that stated in article 14.2, 14.3 and 14.4, then UICTS can invoice the cost of that maintenance in accordance with the usual fees, notwithstanding all that required by the Client in terms of maintenance. 14.6 UICTS is never complied to repair data lost or corrupted as a result of disruption and/or maintenance. 15 Transfer of rights and obligations 15.1 The Client is not authorised to transfer and/or sell the rights and/or obligations under the agreement to a third party. 15.2 UICTS is entitled to transfer its claims to payment of fees to a third party. 16 Applicable law and disputes 16.1 All the agreements concluded between UICTS and the Client are governed by Dutch law, with the exclusion of the Vienna Sales Convention 1980. 16.2 The parties agree that they will try to resolve any disputes arising from this agreement amicably to the extent possible and that, if they both consider or one of the parties considers that an amicable solution is not possible, the District Court in Utrecht is the exclusive competent court to settle any such disputes.