Cyclomedia Technology B.V. (‘Cyclomedia’) is registered in the Trade
Register of the Chamber of Commerce under number 16063843.
A. GENERAL PART
1. Scope of Application
1.1 These General Terms and Conditions apply to all
quotations, Agreements and any obligations arising thereunder
relating to the Delivery of Products, rights of use and/or Services
provided by Cyclomedia to or for the benefit of the Customer and the
development of Software. Special Terms and Conditions relating to
the use of Image Material and Information Products are included in
Part B; Special Terms and Conditions for Software or the development
of Software are included in Part C; Special Terms and Conditions
relating to Maintenance are included in Part D; Special Terms and
Conditions relating to SaaS (Software as a Service) Services are
included in Part E, and Special Terms and Conditions governing
Services are included in Part F.
1.2 Every part delivery is governed by the terms and conditions
that have been attached thereto.
1.3 If any provisions of the Agreement and/or of Parts B to F
are contrary to this General Part, the provisions of the Agreement
and/or Parts B to F prevail and the provisions of the Agreement prevail
over the provisions of Parts B to F.
1.4 Deviations from these General Terms and Conditions are
valid only if they have been agreed upon in writing. Such deviations
relate only to the Agreement for which they were introduced.
1.5 General purchase conditions or other general terms and
conditions the Customer may use are not applicable to the legal
relationship between the Customer and Cyclomedia and are hereby
expressly rejected.
2. Definitions
2.1 Unless the context indicates otherwise, the following terms
are defined as stated below:
Agreement
The Agreement between Cyclomedia and the Customer which sets
out their mutual rights and obligations relating to the Software to be
provided or the Services and/or Products to be delivered by
Cyclomedia to the Customer.
Customer
Cyclomedia’s counterparty in offers, Agreements and any obligations
arising thereunder.
Data Processing Agreement
an agreement between a controller and a processor setting out the
processing of personal data by a processor.
Delivery
The actual transfer of possession of goods (including but not limited
to Hardware, Software, Products) and/or (the results of) Services, or
the results thereof, by Cyclomedia to the Customer or to a third party
designated by the Customer.
Documentation
Technical and functional descriptions and user manuals in any form
whatsoever.
Hardware
The hardware specified in the Agreement or in the associated
documentation on which, or in conjunction with which, the Software is
to be implemented by Cyclomedia and has to function or on which the
Services or the Products have to be delivered by Cyclomedia.
Installation
Putting Software into the Hardware in the agreed manner such that
the Software works according to the agreed specifications,
Documentation, warranties and representations.
Materials
The auxiliary materials, such as supplies, interfaces, compilers etc,
needed for the use, Installation and any changes to the Software.
Products
All content delivered by Cyclomedia including but not limited to
Cycloramas, Aquaramasand Aerial Photographs.
Results
The results of the Services.
Services
All services to be provided by Cyclomedia, including but not limited to
the development, the making available and/or maintenance of
Software, documentation, descriptions and manuals, content, data files,
the organization of training courses and consultancy services, as well
as special projects.
Software
The computer software to be provided by Cyclomedia to the
Customer, including scripts and data sets, including but not limited to
standard data layers, as well as Documentation.
Staff
Employees made available by Cyclomedia or independent contractors
engaged by Cyclomedia.
User
The duly authorized user of Services under the Agreement, who is
employed by the Customer or has been authorized by the Customer
within the Customer’s organization on any other basis.
User Device
The device to gain access to the System and/or make use of the
Software by User, included but not limited to personal computers,
smart phones and tablets.
3. Quotations
3.1 All quotations by Cyclomedia are partly based on the data,
materials and documents provided by or on behalf of the Customer
and Cyclomedia is entitled to rely on the accuracy and completeness
of these data, materials and documents.
3.2 Unless these expressly state so, quotations by Cyclomedia
do not constitute a binding offer; Cyclomedia may still revoke them
immediately after the counterparty’s acceptance thereof.
3.3 Without prejudice to the provision of paragraph 2 of this
article, the quotations by Cyclomedia are valid for a period of 30 days,
unless expressly stated otherwise in the quotation.
4. Formation of Agreements
4.1 If any acceptance of an offer made by Cyclomedia varies
from the terms of the original offer, Cyclomedia considers this
acceptance an invitation to treat. If it accepts these different terms,
Cyclomedia submits a new offer, to which paragraphs 3.1 and 3.2 are
applicable.
4.2 Unless Cyclomedia revokes its offer, an Agreement is
formed as a result of the Customer’s acceptance of the offer made by
Cyclomedia. The contents of the Agreement are laid down in a
document to be signed by both parties.
4.3 The Customer is bound by the Agreement after placing an
order with Cyclomedia or accepting a quotation submitted by
Cyclomedia. In derogation of Article 225(2) of Book 6 of the Dutch
Civil Code, an acceptance by the Customer that varies from a
quotation only on points of minor importance does not bind
Cyclomedia; in that case, an Agreement is formed subject to the terms
and conditions of the quotation, unless the Customer objects to the
foregoing in writing within eight (8) days of Cyclomedia’s written
confirmation, as referred to in paragraph 1 above.
4.4 Cyclomedia is not bound by the contents of leaflets, printed
matter, information on its website or any other website or any other
communications, unless the Agreement concluded between the
parties includes an express reference to this effect.
5. Suspension and Termination of Agreements
5.1 If the Customer fails to fulfil any obligation under these
General Terms and Conditions or under any Agreement concluded
with Cyclomedia, Cyclomedia is entitled, without prejudice to its other
rights hereunder, to suspend the performance of its obligations until
the Customer performs all of its obligations.
5.2 If the parties enter into an Agreement of unspecified
duration which, by its nature and content, is not terminated by
completion of the purpose thereof, either party may give written notice
to terminate the Agreement after proper consultation, accompanied
by a statement of the reasons therefor. If the parties have not agreed
on any express notice period in the Agreement, they shall observe a
reasonable notice period of at least six (6) months.
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5.3 Obligations that, by their nature, are designed to survive
termination continue to apply after the termination of the Agreement.
5.4 At the latest within one (1) year after the provision of the
Products on which the Customer has a perpetual license, the
Customer can request Cyclomedia to submit an offer for the provision
of a copy of the Products on which the Customer has a perpetual
license, in which Cyclomedia will at least indicate:
• how a copy of the Products can be delivered;
• the reasonable costs of making and providing the copy;
• the date on which the copy will reasonably be made
available.
The provisions in these General Terms and Conditions are applicable
without prejudice to the provisions in this article.
5.5 Without prejudice to the other provisions of this Agreement
or any associated documentation, the following parties are entitled to
rescind the Agreement with immediate effect by registered letter,
without any notice of default or recourse to the court being required:
• either party, if and as soon as the other party has been
granted a provisional or final suspension of payments by any court
and the provisional or final suspension of payments period has lasted
longer than six months;
• either party, if and as soon as the other party is declared
bankrupt;
• either party, if and as soon as the business of the other party
is liquidated or discontinued or if a substantial part thereof is disposed
of;
• either party, if and as soon as the assets or a substantial
proportion of the assets of the other party are attached before or after
judgment and if this attachment prevents the proper performance of
the Agreement; or
• either party, if and as soon as the other party is no longer
able or willing to perform its obligations arising under the Agreement;
or
• Cyclomedia, if the Customer defaults in any payment
obligations or fails to perform any other obligation under the
Agreement or fails to perform any such obligation in good time, after
having received a notice of default in which a reasonable term for
performance of the obligation(s) has been provided (unless
performance of the obligations(s) has become permanently
impossible). The Customer is however in default without notice on the
basis of articles 24.7 and 52.2.
6. Additional Work
6.1 Additional work means any work carried out for the purpose
of performing an Agreement concluded with a Customer that is
beyond the scope of work initially agreed upon in the Agreement.
6.2 An Agreement for additional work is concluded at the
request of the Customer. Cyclomedia is not bound by it until it has
sent a written confirmation of the order placed with it to the Customer,
in accordance with the provisions of Article 4.
7. Prices and Invoicing
7.1 Unless expressly stated otherwise in writing, all prices
quoted by Cyclomedia are based on delivery from the office of
Cyclomedia, excluding VAT and other taxes, charges and levies,
transport costs and insurance costs and excluding installation, cables,
consumables, transport and installation costs and operating system,
database and other software licences needed to use the Products and
Services delivered.
7.2 If, in executing the Agreement, Cyclomedia is required
through any cause to use products and/or materials other than the
Products and/or Materials agreed upon, any additional costs that may
be charged must be fully borne by the Customer.
7.3 Cyclomedia has the right to index its quoted prices during
the course of the Agreement, for the first time on 1 January following
the year in which the Agreement has been concluded, in accordance
with the index figure of contractual labour costs per month related to
private companies (Indexcijfer van de contractuele loonkosten per
maand cao-sector particuliere bedrijven), as determined by CBS
(Centraal Bureau voor de Statistiek) in The Hague.
7.4 The Customer acknowledges that changes in (the
interpretation of) legislation and regulations may require Cyclomedia
to introduce price changes. The Customer shall accept reasonable
price changes on the condition that Cyclomedia demonstrates that the
price change is reasonable in the light of the changing (interpretation
of) legislation and regulations.
8. Payments
8.1 Payments are due within 14 days of the invoice date, unless
expressly agreed otherwise in writing in the Agreement.
8.2 Payments must be made without setoff or suspension and
within the periods stipulated, failing which the Customer is in default
by operation of law, therefore without any further notice of default
being required, and will owe interest to Cyclomedia at a rate of 0.75%
per calendar month, a part of a month being treated as a full month
for the purpose of calculating interest.
8.3 The judicial and extrajudicial costs incurred for the purpose
of collecting all amounts owed to Cyclomedia must be borne by the
Customer. The extrajudicial collection costs amount to 15% of the
principal, subject to a minimum of €1,500.
8.4 Payments are first deducted from the aforementioned costs
and interest and then from the oldest invoice.
8.5 Any claim for the payment of amounts owed to Cyclomedia
is immediately due and payable by operation of law as soon as any
of the following situations occur: (i) if the Customer is declared
bankrupt, (ii) if the Customer applies for a suspension of payments
order, (iii) if an application for placement under curatorship is filed, (iv)
if the Customer’ assets or any part thereof are attached, (v) the
Customer’s assets or any part thereof are put under administration or
(vi) the Customer loses the power to manage and/or dispose of all or
a proportion of such assets for some other reason, and in addition,
(vii) if the Customer − if it is a general partnership or a private limited
company − is in the process of liquidation or is being dissolved.
8.6 Before or during the execution of the Agreement,
Cyclomedia is entitled, if it has good reason to fear that the Customer
is unable to perform the relevant payment obligations towards it or to
perform them in good time, to suspend the performance of its
obligations until the Customer has provided sufficient security in
respect thereof on request. If the Customer fails to provide such
security, Cyclomedia is entitled to rescind the Agreement. The
Customer must compensate Cyclomedia for all damage or loss arising
from this suspension and/or rescission.
8.7 Any claim for setoff by the Customer is excluded, unless the
setoff claim concerns a claim against Cyclomedia that the latter has
unconditionally recognised.
9. Execution of the Agreement
9.1 All Products and Services to be supplied by Cyclomedia are
based, in part, on the information, materials and documents provided
by the Customer and Cyclomedia is entitled to rely on the foregoing
information being accurate and complete. Cyclomedia is therefore not
required to compensate any damage or loss and/or costs suffered as
a result of any inaccuracy and/or incompleteness of the information
provided for this purpose.
9.2 If it considers this necessary or useful for the proper
execution of the Agreement, Cyclomedia is empowered and entitled
to engage third parties to execute the Agreement in whole or in part.
Cyclomedia remains responsible for the execution of the Agreement.
9.3 Unless expressly agreed otherwise in writing, Cyclomedia
has only an obligation of means, not an obligation of result.
9.4 Unless expressly agreed otherwise in writing, Cyclomedia
never issues any warranty of fitness for a particular purpose.
9.5 Cyclomedia agrees to execute the Agreement in
accordance with the specifications stated in the confirmation of the
order.
9.6 If Cyclomedia delivers Products or Services of third parties,
the sale and delivery of these Products or Services may also be
governed by the general terms and conditions and/or Service Levelsof
the relevant supplier, which will be send to the Customer when
applicable. 
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10. Delivery and Delivery Dates
10.1 The delivery dates specified by Cyclomedia are not fatal
deadlines (fatale termijnen). If these are not met, the Customer is not
entitled to any compensation, unless mandatory statutory provisions
dictate otherwise.
10.2 Cyclomedia has the right to deliver an order in its entirety or
in parts. In the latter case, the Customer receives a separate invoice
for each part delivery. If the Customer fails to pay for any Delivery or
part delivery, Cyclomedia is entitled to rescind the Agreement to the
extent it has not yet executed it, without any recourse to the courts
and any notice of default to the Customer being required, and without
prejudice to its right to claim damages and to its right to claim
performance rather than rescission.
11. Passage of Risk
11.1 The risk in the goods passes to the Customer at the time of
delivery or when the Customer or any third party engaged for this
purpose acquires actual control of these goods, if this is earlier than
the time of formal delivery.
12. Claims
12.1 All alleged claims of the Customer on the ground of any
failures in the performance of any obligations by Cyclomedia or any
other defects in the Software, Products and/or Services supplied by
the latter must be submitted by registered letter within five (5)
business days after the Customer has discovered or could reasonably
have discovered such failure or defect, failing which the Customer’s
rights in this regard lapse. The rights of the Customer in this regard
also lapse if the latter, or a third party, has tried to remedy an alleged
defect without Cyclomedia’s express written permission.
12.2 Claims relating to invoices must be submitted to
Cyclomedia by registered letter, accompanied by a statement of
reasons, within 10 business days of the invoice date, failing which the
rights of the Customer in this regard lapse.
12.3 The claims as referred to in paragraphs 1 and 2 above do
not suspend the Customer’s payment obligations.
13. Retention of Title
13.1 Cyclomedia retains title to all Hardware, Materials and/or
other goods delivered by it until all outstanding debts owed to
Cyclomedia by the Customer have been satisfied.
13.2 As long as the Customer has not paid all of the amounts
owed in respect of the relevant goods, the Customer is not
empowered or entitled to transfer actual control of, dispose of or
encumber goods to which Cyclomedia retains title − other than in the
ordinary course of the Customer’s profession or business.
13.3 As soon as the Customer fails to perform contractual
obligations towards Cyclomedia in any way, Cyclomedia is
empowered and entitled, without any notice of default being required,
to repossess such goods. By accepting these General Terms and
Conditions, the Customer authorizes Cyclomedia in advance to enter
upon any of the Customer’s premises where such goods are located
for the foregoing purpose.
14. Intellectual Property Rights
14.1 All intellectual property rights with respect to the Products,
Software, Results, websites, data files, Hardware and other Materials
developed or made available under the Agreement, such as analyses,
Documentation, reports, quotations, and any preparatory material in
respect thereof, drafts, sketches, drawings, visual material, designs,
data, databases and the like are vested exclusively in Cyclomedia, its
licensees or its suppliers. The Customer acquires only the rights of
use expressly granted under this Agreement and these Terms and
Conditions or by law. Any other or more extensive reproduction rights
for the Customer are excluded. Licensing rights vested in the
Customer are non-exclusive and cannot be assigned to third parties.
14.2 Cyclomedia warrants that, subject to the provisions of the
Agreement and these Terms and Conditions, it is entitled to grant
rights of use with respect to the Products, Software, Results, websites,
data files, Hardware and other Materials, such as analyses,
Documentation, reports, quotations, and any preparatory material in
respect thereof, drafts, sketches, drawings, visual material, designs,
data, databases and the like, to be supplied by Cyclomedia.
14.3 In case the Customer generates content using the
Cyclomedia Products, Software and/or Services, Cyclomedia obtains
the perpetual, non-exclusive license to use the data files, images and
Results.
14.4 Cyclomedia agrees to indemnify the Customer against any
third-party claims based on the allegation that Software, Results,
Products, websites, data files, Hardware or other materials developed
by Cyclomedia infringe any intellectual property rights valid in the
Netherlands, provided that the Customer immediately notifies
Cyclomedia in writing of the existence and contents of such claims
and leaves the resolution of the matter, including the negotiation of
any out-of-court settlements, entirely with Cyclomedia. For this
purpose, the Customer will give such powers of attorney, information
and assistance to Cyclomedia as will be necessary to enable it defend
these claims, if necessary in the Customer’s name.
14.5 The indemnification obligation set out in paragraph 14.4
does not apply if the alleged infringement relates to (i) Materials made
available to Cyclomedia by the Customer for the purpose of use,
adaptation, processing or incorporation, or (ii) changes made by the
Customer, or by a third party on behalf of the Customer, to the
Software, Products, Results, websites, data files, Hardware or other
materials.
14.6 If it is irrevocably established in law that the Software,
Products, websites, data files, Hardware, or other Materials
developed by Cyclomedia infringe any intellectual property right of a
third party or if Cyclomedia believes that there is a reasonable chance
that such infringement may occur, Cyclomedia will ensure, where
possible, that the Customer can continue to use the Software, Results,
Products, websites, data files, hardware or the relevant other
Materials delivered, or functionally similar alternatives thereof, for
example, by modifying the infringing parts or by acquiring a right of
use for the Customer.
14.7 If, at its sole discretion, Cyclomedia cannot ensure or
cannot ensure other than in a manner that is unreasonably
burdensome in terms of costs that the Customer can use the
deliverables without interference, Cyclomedia shall take back the
deliverables, with crediting of the acquisition costs less a reasonable
user fee. Cyclomedia will not do so without consulting the Customer.
14.8 Any other or more extensive liability or indemnity obligation
of Cyclomedia by reason of any infringement of intellectual property
rights of a third party is fully excluded, including liability and indemnity
obligations of Cyclomedia for infringements caused by the use of the
Software, Results, Products, websites, data files, Hardware and/or
Materials that have been delivered (i) in a form not modified by
Cyclomedia, (ii) in conjunction with goods or software not delivered or
provided by Cyclomedia, or (iii) for purposes other than those for
which the Hardware, Software, Results, Products, websites, data files
and/or other Materials were developed or intended.
14.9 Cyclomedia is permitted to take technical measures for the
purpose of protecting the Software, Products, Results and/or data
against unauthorized use. The Customer is not permitted to remove
or bypass these security features.
14.10 If the security measures result in the Customer being
unable to make a backup copy of the Software, Cyclomedia shall
provide the Customer with a backup copy of the Software on request.
14.11 Without Cyclomedia’s express permission in writing, the
goods, Products, drafts, sketches, drawings, visual material, designs,
Results, Software, Materials, data, databases et cetera provided by
Cyclomedia may not be reproduced, disclosed or made available to
third parties or converted into cash in any way.
14.12 If Cyclomedia uses the Materials, Products, Results, drafts,
sketches, drawings, visual material, designs, Software, data,
databases et cetera provided by the Customer, the latter shall
indemnify Cyclomedia against all claims in connection with any
intellectual property rights in respect thereof.
14.13 The Customer is not permitted to modify or remove any
designation of Cyclomedia’s intellectual property rights or to render it
unrecognizable and Cyclomedia may take technical measures for the
purpose of protecting its intellectual property rights. If the Customer
makes the material available to third parties for the purposes of
presentations, publications, web applications or for some other 
GENERAL TERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY B.V.
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purpose, the material must include the following provision in an easyto-read format:
© Cyclomedia Technology B.V., No part of this publication may be
reproduced or published − electronic, mechanical photocopying,
recording or otherwise − without the prior written permission of
Cyclomedia.
15. Confidentiality
15.1 Both parties shall take every reasonable measure in order
to ensure confidentiality relating to all confidential data of which they
− or any persons engaged in the execution of the Agreement −
become aware.
15.2 Notwithstanding the first paragraph of this article,
Cyclomedia is at all times entitled to use all technological knowledge
or expertise of a general nature gained in the course of the
performance of its obligations under the Agreement for the purposes
of its normal business operations.
15.3 Cyclomedia guarantees that its employees and any
persons it engages for the purpose of executing the Agreement will
comply with Cyclomedia’s rules designed to achieve the best possible
security of its computer systems/centres.
15.4 If additional provisions and conditions relating to
confidentiality and/or security measures are to be agreed upon, these
are laid down in the relevant Agreement or in an Annex thereto, or in
a Data Processing Agreement in case of processing of personal data.
15.5 Cyclomedia is permitted to inform third parties that the
Customer instructed it to execute the work specified in the
confirmation of the order. Cyclomedia may do so in all of its
communications, subject to the relevant provision of Article 15.1
relating to confidential information. Cyclomedia is permitted to include
the Customer in its registration system. This is exclusively intended to
provide a better service to the Customer before, during and after the
execution of the order. Unless it has informed Cyclomedia to the
contrary in writing, the Customer agrees to grant permission to
Cyclomedia for sending relevant data, whether in the form of an
electronic newsletter or otherwise. The Customer shall make an effort
that its staff grants or will grant permission for receiving the relevant
information, whether in the form of an electronic newsletter or
otherwise.
16. Recruitment of Cyclomedia’s Staff
16.1 The Customer agrees not to conclude − either direct or
indirect through any of its affiliates − any employment contract or any
other agreement with any member of Cyclomedia’s Staff who has
rendered or still renders services to the Customer in the context of the
business relationship between Cyclomedia and the Customer, if under
any such contract the relevant Member of Staff undertakes to carry
out any work for the Customer without Cyclomedia’s involvement,
during the term of the Agreement and a period of one (1) year after
the Agreement has been terminated. In addition, the Customer is not
permitted to contact the relevant Staff directly or indirectly for the
purpose of inducing them to conclude an employment contract or any
other agreements under which they carry out any work for the
Customer without Cyclomedia’s involvement.
16.2 If it fails to comply with the provision in article 16.1, the
Customer incurs a penalty of €50,000 (fifty thousand euros) for each
violation, which is directly payable to Cyclomedia, without any judicial
intervention being required and without prejudice to Cyclomedia’s
right to claim damages.
17. Processing of Personal Data
17.1 Cyclomedia can process personal data on behalf of the
Customer outside the regular services as intended in Article 29. In
case Cyclomedia processes personal data as processor for the
Customer on the basis of the General Data Protection Regulation, the
Data Processing Agreement attached to the Agreement shall be
applicable to the processing of personal data by Cyclomedia.
17.2 Cyclomedia is entitled to include the personal data
concerning the User in Cyclomedia’s registration of persons, which is
required for its accounting and management tasks, and shall comply
with the provisions in the General Data Protection Regulation in
processing these personal data.
17.3 The stated registration of persons is accessible only to
Cyclomedia and is not provided to third parties, unless Cyclomedia is
obliged to do so pursuant to the law or any court decision.
18. Liability
18.1 Unless agreed otherwise in the Agreement, the liability of
Cyclomedia is expressly limited to the performance of its warranty
obligations, as included in the specific provisions in this regard. Any
other grounds for liability for damages do not qualify for compensation.
18.2 If Cyclomedia cannot invoke the provision of paragraph 1 of
this Article or cannot invoke it in full, the liability of Cyclomedia is
limited to damage or loss suffered as a direct and exclusive result of
negligence on the part of Cyclomedia, with the proviso that
Cyclomedia’s liability is limited to the extent of its insurance coverage
or the insurance coverage it reasonably should have had according to
the practices in force in the relevant industry, but in this case, too, any
loss or damage suffered as a result of lost files or data is expressly
excluded.
18.3 Cyclomedia is not liable for any indirect damage or loss
(including loss of profits, loss of business opportunities or savings,
loss of files or data, and/or loss due to business stagnation) suffered
through any cause. If required, the Customer shall take out adequate
insurance against the foregoing.
18.4 In addition to the provisions of Article 18.3, Cyclomedia is
also not responsible or liable for any inaccuracy, error,
incompleteness or other defects with respect to the Products,
Software, websites, data files, Hardware and other Materials, such as
analyses, Documentation, reports, quotations, as well as any
preparatory material in respect thereof, drafts, sketches, drawings,
visual material, designs, data, databases et cetera, stemming from
third parties.
18.5 Should Cyclomedia be liable for any indirect damage or
loss, notwithstanding the liability exclusion of paragraphs 3 and 4 of
this article, such liability is in any case limited to the annual Agreement
value, in so far as invoiced, that concerns the event causing the
damage for which Cyclomedia is liable .
18.6 In the event of a continuing performance Agreement,
Cyclomedia's liability will at any rate be limited to the price stipulated
(exclusive of VAT) for Cyclomedia's performance in the two-month
period prior to the non-performance.
18.7 If Cyclomedia is held liable by third parties for any damage
regarding which an obligation rests with the Customer under the
Agreement and/or these General Terms and Conditions, the
Customer shall fully indemnify Cyclomedia in this matter.
18.8 The liability of Cyclomedia arises only if the Customer
immediately and properly serves a notice of default on Cyclomedia,
allowing the latter a reasonable period to remedy any failure in the
performance (unless performance is permanently impossible), and if
Cyclomedia continues to fail in the performance of its obligations after
this period. The notice of default must specify the failure in the
performance in as detailed a fashion as possible, enabling
Cyclomedia to respond to it adequately.
18.9 Any right to compensation is conditional upon the Customer
notifying Cyclomedia of any damage or loss as soon as possible after
it has been sustained.
19. Force Majeure
19.1 If, after the conclusion of the Agreement, circumstances
occur or become known of which Cyclomedia was not nor should have
been aware when the Agreement was concluded, as a result of which
Cyclomedia cannot perform its obligations towards the Customer or
cannot perform these in a timely fashion, Cyclomedia shall not be in
imputable default and it is then entitled to suspend its obligations.
19.2 If, as a result of these circumstances, performance by
Cyclomedia is rendered permanently impossible, it has the right to
demand that the Agreement should be amended in a such way as to
enable it to perform the Agreement, unless the Customer cannot
reasonably be expected to agree to the foregoing in the given
circumstances and rescission of the Agreement is justified. In the
latter case, the Agreement is rescinded without the Customer being
entitled to claim any right to compensation.
19.3 The aforementioned circumstances include any
circumstances independent of the will of Cyclomedia that prevent the 
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performance of the Agreement either permanently or temporarily as
well as − to the extent not included in the foregoing − war, the risk of
war, riots, strikes, acts of God, accidents, government measures,
failures or delays affecting the delivery of Cyclomedia’s goods
(including problems concerning fuels, energy and water), transport
difficulties, fire and interruptions in the business operations of
Cyclomedia.
20. Partial Nullity
20.1 If any provision of these General Terms and Conditions or
any provision from the Agreement between Cyclomedia and a
Customer is found to be void or is annulled, the other provisions of
these Terms and Conditions or the Agreement remain in full force. In
that case, the parties are required to replace the void or annulled
provision by consultation, taking account of the purpose of the void or
annulled provision to the maximum extent possible.
21. Miscellaneous Provisions
21.1 The Agreement number mentioned on the first page of the
Agreement must be stated on all notices and communications relating
to the Agreement. Notices and communications intended for the
counterparty must be sent to the address stated in the Agreement or
another address given by the counterparty. Communications are
delivered by hand, sent by e-mail with a read receipt or registered
letter and are deemed to have been received: (a) if delivered by hand,
at the time of delivery, (b) if sent by post within the Netherlands, three
business days after the date of dispatch, and (c) eight business days
in other cases. An e-mail is deemed to have been received following
an electronic receipt confirmation thereof.
21.2 The parties may not assign their rights and obligations
arising under the Agreement without the other party’s prior written
permission. Cyclomedia is entitled, however, to engage third parties
for the purpose of carrying out parts of its work without the Customer’s
permission. The pledging of accounts receivable resulting from the
Agreement is permitted without previous consent.
21.3 The Agreement replaces all earlier agreements, quotations,
proposals and activities between the parties relating to the subject of
the Agreement and contains the entire agreement between the
parties.
21.4 Additions or amendments to this Agreement are valid only
if they have been agreed in writing. Cyclomedia has the right to amend
these General Terms and Conditions. If the Customer is of the opinion
that the amendment is a substantial deteroriation of the General
Terms and Conditions, the Customer has the right to terminate the
Agreement by taking into account a notice period of six (6) months.
21.5 If any circumstances arise which could not have been
foreseen at the time of the conclusion of the Agreement and which
have a substantial impact on the performance of the Agreement, the
parties shall consult each other for the purpose of seeking a
reasonable and fair solution, taking account of the interests of both
parties under the Agreement.
21.6 The Customer recognises that, if applicable, the Results to
be supplied by Cyclomedia can be delivered to the Customer only
after the relevant export administration regulations of the Netherlands
or the export licences required by the United States of America have
been obtained. The Customer will provide Cyclomedia, if necessary,
with all documents and information, such as import documents and
end use certificates, Cyclomedia may need to obtain such licences.
21.7 Irrespective of whether the Customer has informed
Cyclomedia that the final destination of the Results is outside the
Netherlands, the Customer may not export these Results or any parts
thereof from the Netherlands without having obtained the export
licences required.
22. Governing Law and Jurisdiction
22.1 All Agreements to which these General Terms and
Conditions apply and any disputes arising thereunder are governed
by the laws of the Netherlands.
22.2 The United Nations Convention on the International Sale of
Goods (CISG) does not apply.
22.3 All disputes between Cyclomedia and the Customer that
may arise under an Agreement or any other agreements made
pursuant thereto are resolved in accordance with the Arbitration Rules
of the Foundation for the Settlement of Automation Disputes [Stichting
Geschillenoplossing Automatisering], based in The Hague. The
Mediation Rules of this foundation are also applicable.
22.4 Nevertheless, in the event of any non-payment or overdue
payment of outstanding invoices that are not disputed, the ordinary
courts will have jurisdiction. In urgent cases where the parties require
immediate relief, the Preliminary Relief Judge of the District Court
continues to have jurisdiction. 
GENERAL TERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY B.V.
BASED IN ZALTBOMMEL
February 1, 2018 page 6 of 14
B. SPECIAL TERMS AND CONDITIONS GOVERNING THE
LICENSING OF IMAGE MATERIAL AND INFORMATION
PRODUCTS
These Special Terms and Conditions Governing the Licensing of
Image Material and Information Products apply in addition to
and, to the extent that these are different, in derogation from the
Terms and Conditions included in the General Part A.
23. Definitions
23.1 For the purposes of these Special Terms and Conditions,
the following capitalised terms mean:
Aquaramas
any kind of digital spherical 360O photographs made from the water;
Aerials
helicopter photographs in any form;
Image Material
Cycloramas, Aquaramas, Aerials, Aerial photographs and/or 3D
images or other static and/or moving images;
Cycloramas
digital spherical 360º photographs in any form;
Aerial Photographs
aerial photographs in any form;
Information Products
Any data generated from Image Material and/or generated from
other other datasets or object information and/or change detection
data in any form, including but not limited to BAG Smart, 3D data
and data with regard to traffic signs, road markings and light poles;
Order
the Customer’s written or oral request for a licence for the Image
Material.
23.2 Besides a written agreement, only a written order
confirmation by Cyclomedia in response to an Order can create an
Agreement that is binding on Cyclomedia and the Customer.
23.3 An Order is binding on the Customer and can be accepted
by Cyclomedia during two (2) months from the date of receipt of the
Order.
24. Grant of Licence and Conditions
24.1 Cyclomedia agrees to grant the Customer a non-exclusive
and non-transferable licence to use the Image Material and/or the
Information Products only under the following terms and conditions,
which licence the Customer accepts.
24.2 The specific purposes for which the Image Material and/or
the Information Products are provided to the Customer are laid down
in the Agreement. The licence is limited to the Customer’s use of the
Image Material and/or the Information Products for the purposes laid
down in this agreement.
24.3 If the Customer intends to use the Image Material and/or
the Information Products for purposes other than those agreed upon
pursuant to paragraph 2 of this Article, the Customer shall request
Cyclomedia in writing for its approval of such intended purposes.
Without Cyclomedia’s prior permission in writing, the Customer is not
permitted to use the Image Material and/or the Information Products
for purposes other than those agreed upon in writing.
24.4 In case the Image Material and/or Information Products
have been blurred by Cyclomedia, the Customer is entitled to use cutouts of that Image Material and/or Information Products (dislose or
make available to the public incuding possible Internet publications)
under the condition that the Customer explicitly includes Cyclomedia
Technology B.V. as source reference in all kinds of use. The
Customer is not entitled to disclose the aforementioned Image
Material and/or Information Products as full contiguous data sets. In
that case, Cyclomedia’s prior permission as referred to in article 24.3
is required.
24.5 Without Cyclomedia’s prior permission in writing, the
Customer is not permitted to make the Image Material and/or the
Information Products available to third parties.
24.6 Further, the Customer is not permitted, without
Cyclomedia’s prior permission in writing:
24.6.1 to change or remove references to Cyclomedia in the Image
Material and/or the Information Products;
24.6.2 to disclose the Image Material and/or the Information
Products to the public (including all conceivable Internet applications),
except for the provisions in article 24.4. In this context, ‘disclosure’
means showing the Image Material and/or the Information Products in
any form to persons not being (1) employees of the Customer whose
access to these data is necessary for the purposes specified in the
Agreement, and who have been expressly authorized to this end by
the Customer, and (2) third parties to whom the Customer has
outsourced the processing of the Image Material or any parts thereof,
subject to Cyclomedia’s permission, and (3) third parties with a
justified interest within the meaning of the General Data Protection
Regulation in the purposes specified in the Agreement;
24.6.3 to lease out, sublicense, sell, dispose of, pledge or transfer
by way of security the Image Material and/or the Information Products
or to allow third parties for any reason to use it for any purpose;
24.6.4 to trace metadata from the Image Material and the
accompanying Documentation in sofar as these metadata are not
necessary for the intended use of the Image Material. The tracing of
recording locations is under no circumstances permitted.
24.7 Cyclomedia is entitled to suspend, terminate or cancel the
licence with immediate effect − without being liable to pay any
compensation − if the Customer fails to perform any conditions set out
in this part or if it is reasonable for Cyclomedia to assume that the
Customer fails to perform any of these conditions.
24.8 If the Customer allows a third party to use the Image
Material and/or the Information Products without proper authorization,
the Customer and this third party are jointly and severally liable for the
payment of a licence fee with effect from the licence registration date
of the Customer, without prejudice to Cyclomedia’s right to recover
any additional loss that may be suffered as a result thereof from the
Customer.
25. Prices
25.1 The Agreement includes a rough estimate of the quantity of
Image Material and/or the Information Products to be provided and
the prices related thereto. The actual quantity of Image Material to be
provided may result in a price adjustment. The Customer is aware of
this and Cyclomedia will inform the Customer thereof as fully as
possible.
26. Provision of Image Material and/or Information
Products
26.1 Cyclomedia shall provide the Image Material and/or the
Information Products by means of (i) an access code and
corresponding Documentation, (ii) through the installation of the
Image Material and/or the Information Products on Hardware, or (iii)
by providing a data carrier containing the Image Material and/or the
Information Products.
26.2 Before proceeding with the installation, the Customer shall
ensure at his own expense that all conditions relating to successful
installation have been satisfied by the Customer.
26.3 The Customer shall (a) keep the access codes provided
secret, (b) secure these effectively and (c) immediately inform
Cyclomedia that the Customer no longer possesses the access codes
or that third parties possess these too, failing which the Customer is
liable for any loss or damage that may be suffered by Cyclomedia as
a result thereof.
26.4 All delivery dates with respect to the Image Material and/or
the Information Products that may have been specified by Cyclomedia
and/or that apply to it have been determined to the best of its ability
and will be complied with as much as possible. The dates specified
are approximate only and are not strict deadlines, also in view of the
importance of weather conditions in the production of the Image
Material. Cyclomedia does not accept any liability relating to the failure
to meet these dates.
26.5 Unless otherwise agreed in writing, Cyclomedia is not
required to continue to provide the Image Material and/or the
Information Products to the Customer through its data server (for any
reason whatsoever) after the termination of the Agreement.
27. Extension and Notice of Termination 
GENERAL TERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY B.V.
BASED IN ZALTBOMMEL
February 1, 2018 page 7 of 14
27.1 Any Agreement entered into for a period of a year or longer
is automatically extended for another calendar year, unless either
party gives notice of termination to the other party no later than three
(3) months before the last day of a contractual period.
27.2 In case Cyclomedia, because of non-availability of Image
Material and/or Information Products, is no longer able to deliver the
Image Material and/or the Information Products, either party is entitled
to partially terminate the Agreement with regard to the non-available
Image Material and/or Information Products.
27.3 Cyclomedia is entitled to give written notice to terminate an
Agreement with a term longer than a calendar year, subject to a notice
period of three (3) months with effect from the intended annual
delivery date of the Image Material.
28. Warranty
28.1 Cyclomedia warrants only that the Image Material and/or
the Information Products will satisfy the written specifications at the
time of delivery and that Cyclomedia has not included any functionality
in the Image Material that may cause any damage to Software or data.
Warranties of merchantability and fitness for a specific use or purpose
are expressly excluded, as is the warranty that the Image Material
and/or the Information Products will be available without any
interruptions.
28.2 If Cyclomedia has agreed to render services or advice to
the Customer, Cyclomedia warrants that it will do so in a professional
and businesslike manner.
28.3 For a period of three (3) months after the date of delivery of
the Image Material and/or the Information Products (hereinafter
referred to as the ‘Warranty Period’), Cyclomedia is required to repair
any substantial defects in the Image Material and/or the Information
Products to the best of its ability in cases where any of the Image
Material fails to satisfy the written specifications, if necessary by
replacing the Image Material and/or the Information Products
(hereinafter referred to as ‘the Repair Work’). Such Repair Work will
be free of charge provided that the relevant fees payable have been
duly settled. Cyclomedia may charge costs of Repair Work in the
event of any wrong use or other causes that cannot be imputed to
Cyclomedia. After the Warranty Period Cyclomedia is not required to
carry out any free Repair Work unless otherwise expressly agreed
upon.
29. Personal Data and Security: Image Material and/or
Information Products
29.1 The production, provision or processing of the Image
Material and/or the Information Products may involve processing of
personal data within the meaning of the General Data Protection
Regulation (‘GDPR’).
29.2 Unless explicitly agreed otherwise between the Parties, the
Customer and Cyclomedia are both considered controllers within the
framework of the services as referred to in Article 29.1. Both the
Customer and Cyclomedia shall in that case act in accordance with
the GDPR and any further statutory regulations, codes of conduct,
privacy regulations and conditions, and the provisions of Article 30
shall apply accordingly.
29.3 Parties shall take the necessary measures to ensure that
the Image Material shall only be used or processed for the purpose or
purposes for which the Image Material and/or the Information
Products were provided.
29.4 Moreover, the Customer shall take measures designed to
guarantee that:
29.4.1 the Image Material and/or the Information Products are
accessible only by employees and or third parties whose job and
scope of activities require access to these data and who have been
expressly authorized for this purpose;
29.4.2 all employees and/or third-parties who are authorized to
have access to the Image Material and/or the Information Products
are properly and fully informed about their obligations reagarding the
lawful processing of the Image Material and/or the Information
Products in accordance with applicable law and these General
Conditions, in particular the obligation to only process the Image
Material as far as required for the proper execution of the Agreement;
29.4.3 any authorizations granted are modified in a timely fashion
where employees take on other duties or leave the business;
29.4.4 any authorizations granted and any changes in respect
thereof are evaluated regularly;
29.4.5 accessing, supplying and further use of the Image Material
is registered such that any abuse can be identified and ended in a
timely fashion.
29.5 Moreover, Cyclomedia shall take measures to guarantee
that:
29.5.1 any authorizations granted are modified in a timely fashion
where employees take on other duties or leave the business;
29.5.2 any authorizations granted and any changes in respect
thereof are evaluated regularly;
29.5.3 accessing, supplying and further use of the Image Material
is registered such that any abuse can be identified and ended in a
timely fashion.
29.5.4 Image Material and/or the Information Products shall be
blurred in accordance with the specifications set by Cyclomedia;
29.5.5 data subjects, wherever possible, shall be informed of the
processing of Visual Material and/or the Information Products.
29.6 Each Party shall inform the other Party immediately of all
relevant facts and circumstances as soon as the former discovers any
unauthorized use of the Image Material related to the performance of
the Agreement.
29.7 Cyclomedia shall not keep the Image Material and/or
Information Products longer than necessary for the purpose for which
the Image Material and/or Information Products was/were collected,
unless Cyclomedia has a contractual or statutory obligation to keep
the Image Material and/or Information Products for a longer period of
time. In that case, Cyclomedia shal implement all necessary
measures to safeguard the privacy of data subjects.
29.8 The Customer shall destroy the Image Material and/or the
Information Products – to the extent it is available to the Customer
−and all copies thereof immediately if:
29.8.1 the Agreement is terminated for whatever reason, unless
the Customer has a perpetual right of use;
29.8.2 the Image Material and/or the Information Products are no
longer necessary for the purpose for which these have been provided.
29.9 If the Customer receives a request from a data subject (to
provide information, to remove or revise data or to invoke other rights
a data subject has under the GDPR) or is contacted in person or in
writing by a supervisory authority in relation to the processing of Image
Material and/or Information Products, the Customer shall immediately
inform Cyclomedia of the same. In that case, Cyclomedia shall be in
charge of coordination and settlement, where possible in consultation
with the Customer. Cyclomedia shall keep the Customer informed of
settlement.
29.10 If the processing of the Image Material and/or the
Information Products is wholly or partly outsourced to third parties, the
Customer remains fully responsible for the proper processing of the
Image Material. The Customer shall agree with said third party at least
the obligations of the Customer in this article and shall establish this
in a Data Processing Agreement.
29.11 The Customer shall comply with any further requirements
set by Cyclomedia for the purpose of implementing the rules and
conditions pursuant to paragraph 3 of this article to secure the Image
Material and/or the Information Products.
29.12 If the Agreement allows the Customer to provide or
otherwise grant access to the Image Material and/or the Information
Products to third parties, then the Customer is obliged to impose
restrictions and obligations upon such third parties equal to those
contained in these General Conditions thus providing an equal level
of protection of the Image Material and/or the Information Products.
29.13 To perform the obligations arising from the GDPR, it may
be necessary for Cyclomedia and/or the Customer– whether as a
result of the request of any data subject or by order of the Data
Protection Authority − to replace or remove some of the Image
Material and/or the Information Products. In that case, Cyclomedia is
not required to pay any compensation to the Customer.
29.14 If and in so far as a party is held liable for (damage ensuing
from) the processing of personal data (as referred to in Articles 29
and/or 30) by the other party contrary to the GDPR or other relevant 
GENERAL TERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY B.V.
BASED IN ZALTBOMMEL
February 1, 2018 page 8 of 14
legislation on the protection of personal data, the party to which the
damage can be attributed to, shall indemnify the other party for all
costs, damage and claims ensuing from third-party claims related to
the above. The maximum amount in damages has been set at a sum
of EUR 500,000 or the annual Agreement value in so far as invoiced
(the lowest amount shall apply)
30. Data Breach Notification
30.1 The Customer shall inform Cyclomedia immediately as
soon as the Customer finds out that unauthorized persons possibly
have, possibly have had or actually have had access to the Image
Material and/or the Information Products. This information shall be as
such that Cyclomedia shall be able to fullfill its obligations under article
33 and 34 GDPR.
30.2 The Customer shall then immediately and at the latest
within twenty-four (24) hours after finding out about the situation as
defined in this article, inform Cyclomedia by e-mail
[info@Cyclomedia.com] about all facts and circumstances relevant
(with regard to the notification to the Dataprotection Authorities or data
subjects as intented in this article), which shall include at least the
answers to the following questions:
• has access to the Image Material and/or the Information
Products been possible for unauthorized persons or has
unauthorized access actually taken place?
• at what time did the access for unauthorized persons start
• is unauthorized access to Image Material and/or
Information Products still possible?
• what causes the unauthorized access?
• who can Cyclomedia contact to acquire more information?
• what are the consequences and what has been done – or
shall be done – to limit the consequences?
30.3 The Customer shall inform Cyclomedia on an ongoing
basis about the progress and recovery of all relevant developments
with regard to the unauthorized access as defined in this article and
the consequences thereof. The Customer shall undertake all
reasonable measures to recover the adverse effects of the
unauthorized access as defined in this article or shall limit these
adverse effects for as much as possible.
30.4 The Customer is not allowed to communicate with data
subjects and/or the data protection authorities with regard to the
unauthorized access as defined in this article other than on the
instruction of Cyclomedia or with Cyclomedia’s express and implied
consent.
GENERAL TERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY B.V.
BASED IN ZALTBOMMEL
February 1, 2018 page 9 of 14
C. SPECIAL TERMS AND CONDITIONS FOR SOFTWARE
These Special Terms and Conditions for Software apply in
addition to and, to the extent that these are different, in
derogation from the Terms and Conditions included in the
General Part A.
31. Right of Use
31.1 An Agreement with Cyclomedia for the use and/or
development of Software grants the Customer only the non-exclusive
and non-transferrable right to use the Software made available to the
Customer in computer readable form (object code) and on the
configuration specified in the Agreement, subject to the provisions of
the General Terms and Conditions, these Special Terms and
Conditions and the Agreement.
31.2 The right of use is granted for usage on a maximum of 3
different User Devices per concurrent user, unless agreed otherwise
in writing.
31.3 In the absence of a specification of the configuration for
which the right of use has been granted, the configuration on which
the Software is first used is considered the configuration for which the
right of use has been granted.
31.4 Without prejudice to any other provisions, the right of use
includes only the right to load and run the Software.
31.5 Except where mandatory law provides otherwise, the
Customer is not permitted to copy (which term includes
decompilation) the Software and accompanying Documentation and
any confidential information provided by Cyclomedia in whatever
form, nor may the Customer communicate the foregoing to the public
or transfer or provide the foregoing to third parties or permit third
parties to copy or communicate the foregoing to the public.
31.6 Notwithstanding the preceding paragraph, the Customer is
permitted to create and possess at least one back-up copy for its own
use on the configuration for which the right of use has been granted.
This back-up copy must be provided with the same labels and
indications as the original copy and/or the original carrier of the
Software concerned.
31.7 The Customer is not permitted to trace metadata from the
Image Material by using the Software in sofar as these metadata are
not necessary for the inteted use of the Software. The tracing of
recording locations is under no circumstances permitted.
31.8 Cyclomedia is permitted to take technical measures to
protect the Software against unauthorized use. The Customer is not
permitted to remove or bypass such security features. If, as a result
of these security measures, the Customer is not able to make a backup copy of the Software, Cyclomedia shall make a back-up copy of
the Software available to the Customer at its request.
31.9 Subject to Cyclomedia’s express consent, the right of use
cannot be transferred to third parties. The Customer is not permitted
to sell, (sub)license, lease out, loan, dispose of or pledge the Software
or to make it available to third parties in any other manner.
31.10 The Customer is not entitled to modify or cause to modify
the Software other than for the purpose of repairing defects, insofar
this is required for its intended use that arises from the nature of the
Software.
31.11 If the Customer develops or intends or causes to develop
software and requires information for the purpose of achieving
interoperability of the software to be developed with the Software, the
Customer shall submit a written and detailed request for information
to Cyclomedia. Within a reasonable period following such request,
Cyclomedia shall inform the Customer about whether and under what
conditions (including financial conditions and conditions to be
imposed on any third parties to be engaged by the Customer) the
Customer may obtain the information requested.
31.12 Cyclomedia is entitled to suspend, terminate or cancel the
right of use with immediate effect − without being liable to pay any
compensation − if the Customer fails to perform any conditions set
out in this article or if it is reasonable for Cyclomedia to assume that
the Customer fails to perform any of these conditions.
32. New Releases
32.1 Only if this has been expressly agreed on in writing, shall
Cyclomedia make any new releases of the Software available to the
Customer under the same terms and conditions as applicable to the
original Software.
33. Licence Fee and Prices
33.1 The Customer shall pay Cyclomedia the licence fee(s) as
specified in the Agreement for the right of use referred to in Article 31.
34. Acceptance and Claims
34.1 If the Customer believes that the Software provided by
Cyclomedia and/or the Installation performed by Cyclomedia do not
satisfy the provisions of the Agreement, the Customer shall inform
Cyclomedia thereof by registered letter, return receipt requested,
within thirty (30) days of the date of Installation and/or Delivery of the
relevant Software.
34.2 In the absence of a notification as referred to in the
preceding paragraph, the Customer is deemed to have accepted the
Installation and/or the Software. The Customer is also deemed to
have accepted the Installation and/or Software as soon as the
Software is deployed.
34.3 In the event of any claims as referred to in the first
paragraph, Cyclomedia is given the opportunity, for a period
corresponding with the original delivery period, to replace, repair or
modify the Software and/or the Installation in respect of which it has
been established that its delivery or its performance was not in
accordance with the relevant specifications.
35. Warranty
35.1 For a period of three months after the acceptance of the
Software or any part thereof, Cyclomedia shall repair or remedy any
defects in the Software to the best of its ability, if the Software does
not satisfy the written specifications.
35.2 Cyclomedia does not warrant, however, that the Software
will run without interruptions or that all defects can be repaired or
remedied.
35.3 This warranty does not cover the recovery of data lost.
35.4 If the Customer itself or if the Customer engages any third
party to repair, modify or adjust the Software or any part thereof, any
right to warranty lapses.
35.5 Repair work, modifications and/or replacements that are not
covered by this warranty are carried out pursuant to another
agreement or at actual costs.
35.6 Repair or remedy of defects or improvements in the
Software will not result in an extension of the warranty period.
36. Termination
36.1 Upon the termination of the right of use of the Software, the
Customer shall return all copies of the Software to Cyclomedia without
keeping any of the copies. 
GENERAL TERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY B.V.
BASED IN ZALTBOMMEL
February 1, 2018 page 10 of 14
D. SPECIAL TERMS AND CONDITIONS FOR SOFTWARE
MAINTENANCE
These Special Terms and Conditions for Software Maintenance
apply in addition to and, to the extent that these are different, in
derogation from the Terms and Conditions included in the
General Part A and the Special Terms and Conditions for
Software as included in Part C.
37. Duration and Termination of the Maintenance
37.1 The Maintenance takes effect at the date on which both
parties sign the Agreement and it is terminated for the first time on 31
December of the calendar year following the year of signature of the
Agreement.
37.2 The Maintenance is entered into for a one-year period,
except for the initial period, and is tacitly extended for a subsequent
period of one year, unless either party terminates the Maintenance by
registered letter with effect from the end of the current contractual
period, subject to three months’ notice.
37.3 In the event of early termination of the Maintenance, the
Customer shall pay Cyclomedia the remaining amount for the
Software Maintenance.
37.4 The termination of the Maintenance Agreementdoes not
affect the right to use the Software in accordance with the Licence
Agreement concluded with the Customer.
38. Maintenance
38.1 The maintenance of the Software includes in any event:
Preventive maintenance
Activating the Software for Maintenance purposes by taking
appropriate measures – on Cyclomedia’s initiative or otherwise –
designed to ensure that the Software will function in accordance with
the Software specifications and without interruptions for the term of
this Maintenance Agreement.
Corrective maintenance
Locating and fixing deficiencies in the Software and the associated
Software documentation as well as adjustments made by Cyclomedia
to the Software. Deficiencies include faults and errors in the Software
and deviations identified in the use of the Software compared to the
specifications and functions of the associated software
documentation.
Update maintenance
The provision of new releases of and default adjustments to the
Software and the documentation, including quality improvements in
the Software as a result of which the system management is simplified
or as a result of which the Software will meet new or changed
requirements and which are therefore necessary or desirable.
Support/Helpdesk
Providing telephone assistance in the case of failures and Software
defects that have been identified; for this purpose, hardware and
software to be indicated by Cyclomedia will be purchased and
installed at the Customer’s expense.
38.2 Maintenance does not include making the Software suitable
for a computer system other than that defined in the Maintenance
Agreement.
39. New Versions
39.1 As early as possible and in any event as soon as a
supplement to or a new version of the Software has been released,
Cyclomedia shall provide the Customer with the associated
documentation, so as to give the Customer an opportunity to ascertain
to what extent its use affects the Customer’s day-to-day business
operations.
39.2 If the Customer decides on the basis of its findings to use
the supplement to or the new version of the Software, Cyclomedia
shall make the relevant supplements or versions available to the
Customer in a format readable for the computer system referred to in
the Maintenance Agreement.
39.3 The Customer is not obliged to accept new versions of the
Software if they do not involve improvements in its opinion, unless the
new version repairs deficiencies in the Software. If the Customer
chooses to continue to use the old version, Cyclomedia is required to
carry out maintenance with respect to this old version for two (2) years
after this old version has been made available to the Customer.
40. Maintenance Conditions
40.1 Within six (6) business hours (9:00-17:00 hrs) after a
notification (by email or phone) of a problem or failure, Cyclomedia
shall ensure that an expert in the matter concerned will at least contact
the Customer by telephone or e-mail to achieve a solution, if only a
temporary one.
40.2 Within 48 business hours (9:00-17:00 hrs) after any
notification by the Customer (by e-mail or phone) of a failure,
Cyclomedia shall begin remedying this failure. If the failure is not
urgent or cannot be remedied within 24 business hours (9:00-17:00
hrs) after the start of the repair work, Cyclomedia shall ensure a
temporary solution – insofar as this is reasonably possible - in
consultation with the Customer.
40.3 As for support by telephone, Cyclomedia shall contact the
Customer within six (6) business hours (9:00-17:00 hrs) after the
request for assistance in order to answer questions or render any
other assistance that may be required.
40.4 To enable Cyclomedia to meet its maintenance obligations
in an effective manner, the Customer shall:
• document deficiencies and/or defects in the Software as
completely as possible and in any event make history printouts
available to Cyclomedia for this purpose;
• if and to the extent that this is necessary for the
maintenance, enable Cyclomedia to gain access to its computer
system or any part thereof at a reasonable time and for reasonable
periods.
40.5 If the maintenance of the Software is necessary as a result
of defects in or failures of the Customer’s computer system or as a
result of circumstances that are reasonably attributable to the
Customer, Cyclomedia may charge the Customer for these
maintenance costs.
41. Prices and Costs
41.1 The maintenance amount for the Software is mentioned in
the Agreement of which these Terms and Conditions form an integral
part. 
GENERAL TERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY B.V.
BASED IN ZALTBOMMEL
February 1, 2018 page 11 of 14
E. SPECIAL TERMS AND CONDITIONS FOR SaaS
(SOFTWARE AS A SERVICE) SERVICES (´SaaS SERVICES´)
These Special Terms and Conditions for SaaS Services apply in
addition to and, to the extent that these are different, in
derogation from the Terms and Conditions included in the
General Part A and the Special Terms and Conditions for
Software as included in Part C.
42. Definitions
42.1 For the purposes of these Special Terms and Conditions for
SaaS Services, the following capitalised terms mean:
Hyperlinks
Digital references to other URLs on the Internet.
Log-in procedure
The procedure prescribed by Cyclomedia to enable the User to gain
access to the System.
Nettiquette
Generally accepted rules of conduct as laid down in RFC 1855
(ftp://ftp.ripe.net/rfc/rfc1855.txt) and future amendments thereof,
which are applicable to Internet communication.
SaaS Services
Services to be rendered by Cyclomedia, as specified in the Agreement
or any associated documents, under which specific access and rights
are granted in respect of the online use of Software and Services for
the purposes of management, processing and provision of training
material and further information for the Customer’s benefit.
Special Data Layers
Specific information in the form of a data file, also including data files
of Information Products, which is delivered as a SaaS Service within
the System of Cyclomedia by Cyclomedia or by aThird Party where
appropriate.
System
Computer and related equipment used by or on behalf of Cyclomedia
for access to the Services, Products and/or use of the Software.
Third Party
Another party than Cyclomedia which delivers (a part of the) Special
Data Layers and/or provides other Services for purposes of the
Customer.
43. Services
43.1 Cyclomedia agrees to grant the Customer a non-exclusive
and non-transferable right of access to the System for the User’s
benefit. Cyclomedia also agrees to grant the Customer a nonexclusive and non-transferable right to the agreed use of the manual
submitted, the Software and Special Data Layers for as far as part of
the Agreement.
43.2 The right of use is granted for usage on a maximum of 3
different User Devices per concurrent user, unless agreed otherwise
in writing.
43.3 The Customer is not permitted to copy the manual other
than is necessary for normal own use and backup purposes. When
making copies, the Customer may not remove or change any marks
that identify ownership and origin.
44. Prices and Payments
44.1 Unless otherwise agreed on, the Customer shall pay
Cyclomedia a fee for the SaaS Services, calculated in accordance
with the applicable rates charged by Cyclomedia.
44.2 Unless otherwise agreed on, the Customer shall pay the
agreed recurring fee in advance. The recurring fee rate applicable at
the effective date of the relevant period is mentioned in the Agreement
or in any associated documents.
45. Cyclomedia’s Obligations of Means
45.1 Cyclomedia shall make an effort to achieve the best
possible availability and accessibility of the System and the Services.
45.2 Cyclomedia shall make an effort to adequately protect the
Services according to the state of art, without prejudice to the
Customer’s own responsibility for providing adequate security of its
systems, data and other information, whether sensitive or not.
45.3 In no case does Cyclomedia warrant:
• unrestricted, error-free and uninterrupted access to
and/or use of the SaaS Services and/or the Software;
• correct and damage-free data transmission;
• full reliability and unhackability of the System and/or
the SaaS Services.
46. The Customer’s and User’s Obligations
46.1 The Customer is always responsible for every use,
including unauthorised use, that is made of the SaaS Services on its
behalf and the user and access rights granted to it and shall act and
behave in every way as is expected from a responsible and careful
Internet user.
46.2 The User shall notify Cyclomedia in writing as soon as
possible of any changes in relevant personal details concerning the
User.
46.3 The User shall meet the technical or other prescriptions,
conditions and procedures which are provided by or on behalf of
Cyclomedia.
46.4 The User shall refrain from obstructing Cyclomedia, other
customers of Cyclomedia and other Internet users from using the
System and/or from damaging the System. The User is not permitted
to start processes or programs – whether or not through the System
– of which the User knows or can reasonably suspect that it may
obstruct Cyclomedia, other customers of Cyclomedia and other
Internet users or cause damage.
46.5 The User is not permitted to use the System and/or the
Services for any acts that are contrary to applicable statutory
provisions, self-regulation, Netiquette, the Agreement or these
General Terms and Conditions.
46.6 The User is not permitted to transfer to third parties, or allow
third persons to use, its user name and/or Password, the
documentation or manual or other rights arising under the Agreement,
unless Cyclomedia has expressly granted written permission for it.
The User is at all times responsible for the use of any user name and
password.
46.7 If Cyclomedia does not arrange this, the User shall make
arrangements for the required hardware and software, ancillary
equipment and connections to enable the use of the Services.
47. The Consequences of violation of the Law or
Infringements
47.1 Cyclomedia is entitled to suspend, put out of operation
and/or restrict the use of the SaaS Services and/or rights of use in
respect of the Software and/or SaaS Services and/or the delivery of
other material and/or services temporarily, if the Customer or User
fails to meet any obligations vis-à-vis Cyclomedia or acts contrary to
these General Terms and Conditions. Cyclomedia shall notify the
Customer thereof in advance, unless this cannot reasonably be
required from Cyclomedia.
47.2 Cyclomedia will never be liable to the Customer and/or third
parties for the consequences of suspension, putting out of operation
and/or restriction of the use of the Services and/or rights of use in
respect of the Software and/or Services and/or the delivery of other
material and/or services referred to in the preceding paragraph.
48. Management
48.1 Cyclomedia is entitled to change the SaaS Services and/or
the rights of use.
48.2 Cyclomedia shall notify the Customer of any change
requiring considerable adjustments to be made by the Customer, in
Cyclomedia’s reasonable opinion, as soon as possible. The Customer
is not entitled to any compensation.
48.3 Cyclomedia reserves the right to suspend or terminate the
rights of use and/or the use of the SaaS Services and/or Software, if
these result in any failure and/or delay of Cyclomedia’s network or of
that of any third parties or result in any failure of or any delay in the
System. Cyclomedia assesses whether such a failure and/or delay
has occurred and it can block the access without any prior notice to
the Customer, or take any other measures to eliminate the failure
and/or delay. 
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BASED IN ZALTBOMMEL
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48.4 Without prior notice being required, Cyclomedia is entitled
to discontinue the operation of the System and/or the SaaS Services
temporarily or to restrict its or their use to the extent this is reasonably
necessary for maintenance purposes or for necessary adjustments to
or improvements in the System and/or Services without the Customer
or the User being entitled to claim any compensation from
Cyclomedia.
48.5 Cyclomedia is at all times entitled to make changes in the
log-in procedure without the Customer or the User being entitled to
any compensation vis-à-vis Cyclomedia. In such cases, Cyclomedia
shall inform the User about such changes as soon as possible.
49. Liability
49.1 Cyclomedia is not liable for any damage or loss arising from
any breakdown and/or inaccessibility as a result of the maintenance
that is reasonably required in respect of the SaaS Services and/or the
System.
49.2 Cyclomedia is not liable for any damage or loss arising from
the suspension, termination and/or restriction of the SaaS Services,
access or the rights of use as referred to in these Terms and
Conditions.
49.3 The Customer is responsible and possibly liable for every
use made by the User of the Services and/or other services and/or
other matters delivered or provided by Cyclomedia.
49.4 Cyclomedia is not liable for any shortcomings and/or
damages resulting from the provision of SaaS Services to the
Customer by a Third Party in executing the Agreement, unless the
shortcoming is due to intent and/or gross negligence by Cyclomedia.
50. Indemnity
50.1 The Customer shall indemnify Cyclomedia for all claims of
third parties for whatever reason that relate to or arise from the use of
the SaaS Services and other services and/or matters provided by
Cyclomedia by the User (including liability for infringement of
intellectual property rights, breach of privacy, cross-border data traffic)
and shall compensate Cyclomedia for all costs, loss or damage and
penalties arising from such claims.
51. Duration and Termination of the Agreement
51.1 Unless the Agreement is concluded for an indefinite period,
it cannot be terminated prematurely, unless otherwise expressly
agreed on or provided for in these Terms and Conditions.
51.2 Notwithstanding the other provisions of this Agreement,
Cyclomedia is entitled to rescind the Agreement with immediate effect
by registered letter without further notice of default or judicial
intervention being required, if Cyclomedia learns that the Customer:
• acts contrary to Nettiquette, any intellectual property or
other rights of third parties or any applicable statutory rules and
regulations;
• makes improper use of the Services, rights of use, other
matters and/or services of Cyclomedia;
• distributes information that discriminates on the basis of
appearance, race, religion, gender, culture, ethnic origin or can
otherwise be called offensive.
51.3 On the termination of the Agreement, the Customer shall
return to Cyclomedia all documentation relating to the Agreement that
is in its possession, except for the Agreement itself, and it may not
retain any copies thereof. In that case, the Customer may no longer
use the Services, the Software, the User name, Password and other
matters and/or results of the Services unless the intellectual property
or other relevant rights are vested in the Customer.
51.4 On the premature termination of the Agreement, the
Customer shall compensate Cyclomedia for all fees for the Services
as from the date of termination of the Agreement until the last day of
the agreed contractual term. These fees owed by the Customer to
Cyclomedia are immediately due and payable.
51.5 The provision of any Service by a Third Party to the
Customer is terminated with immediate effect in case the Agreement
between Cyclomedia and the Customer is terminated for whatever
reason.
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BASED IN ZALTBOMMEL
February 1, 2018 page 13 of 14
F. SPECIAL TERMS AND CONDITIONS FOR SERVICES
These Special Terms and Conditions for Services apply in
addition to and, to the extent that these are different, in
derogation from the Terms and Conditions included in the
General Part A.
52. Definitions
52.1 For the purposes of these Special Terms and Conditions
Governing Services, the following capitalised terms mean:
Services
The services to be provided by Cyclomedia to the Customer, as
defined in the Scope of Delivery.
Scope of Delivery
A document, which is part of the Agreement, outlining the details of
the Services to be provided by Cyclomedia and/or by Cyclomedia
engaged Third Party under the Agreement.
Price
The amounts payable by the Customer as stated in the Price Annex.
Price Annex
A document, which is part of the Agreement, specifying the total Price
of the Services to be provided.
Third Party
Another party than Cyclomedia which delivers (a part of the) Special
Data Layers and/or provides other Services for purposes of the
Customer.
53. Changes in the Scope of Delivery
53.1 Until the date of completion of the Services, either party may
submit a written request for a change in the Scope of Delivery. The
other party may refuse this request only on reasonable grounds.
53.2 Cyclomedia agrees to inform the Customer if, in its opinion,
the evaluation of the requested change in the Scope of Delivery
requires additional capacity or lead time and/or may have an adverse
effect on the current services. In these cases Cyclomedia may not
initiate its evaluation until after the Customer has given permission for
that. Cyclomedia reserves the right to charge hours spent on the
evaluation on the basis of actual costs. In addition, the price of this
fixed-price agreement may be raised and lead times for the delivery
of the Services be extended if, as a result of the evaluation carried
out, the Services already included in this agreement are delayed
and/or require additional capacity.
53.3 If the parties agree on any change, both parties will confirm
the details of the change in writing. Cyclomedia is not required to
make any change in the Scope of Delivery until the parties have
reached written agreement on the adjustment of the Price and time
schedules.
54. Completion of the Services
54.1 If the Scope of Delivery includes drafting and/or supplying
documents, the Results thereof are provided to the Customer in draft
form. Within 14 days from the date on which the Results are provided,
the Customer may comment on them in writing, which comments will
be discussed between the parties. Changes agreed on will be
included in the final document. If the Customer fails to comment on
the Results during this 14-day period, Cyclomedia is entitled to adopt
the final form of the Results after this period has expired. When the
final form of the Results has been adopted by Cyclomedia, the
Customer is deemed to have accepted it.
54.2 Any third-party documents and/or Image Material received
by Cyclomedia which are to be delivered to the Customer as part of
the Scope of the Delivery are delivered in their original form. After
delivery, these documents are deemed to have been accepted.
54.3 After all Services, as defined in the Scope of Delivery, have
been accepted by the Customer, the delivery of the Services is
completed.
55. Performance of the Services
55.1 Cyclomedia shall exercise every reasonable care in
executing the Services. In executing these Services, Cyclomedia may
give advice to the Customer. Cyclomedia is not responsible for the
quality such advice if it is based on information provided by the
Customer. The Customer bears responsibility for decisions based on
advice rendered by Cyclomedia.
55.2 The Customer agrees that the obligations arising from this
Article 49 are the only obligations regarding the quality and fitness of
the Results for any purpose arising from the Scope of Delivery. This
means that all other warranties and conditions that may arise from the
law or from any other rules are excluded too. Cyclomedia cannot be
held liable for any damage or loss arising from the use of the Results.
55.3 Cyclomedia is entitled to engage the Services of Third
Parties in executing the Agreement in which case Cyclomedia is not
liable for any shortcomings and/or damages resulting from the
provision of Services to the Customer by a Third Party in executing
the Agreement, unless the shortcoming is due to intent and/or gross
negligence by Cyclomedia.
56. Obligations of the Customer
56.1 The Customer shall appoint a contact person who:
56.1.1 is authorized to take binding decisions relating to the
Agreement, including its completion and changes in the Scope of
Delivery; and
56.1.2 may comment on all documents and Results delivered by
Cyclomedia, enabling the latter to adjust these; and
56.1.3 will provide Cyclomedia with all information about the
Customer that Cyclomedia requires for the proper execution of the
Agreement in a timely manner.
56.1.4 If the cooperation of the Customer’s employees is
necessary for the proper execution of the Agreement by Cyclomedia,
the Customer shall make sufficient and sufficiently qualified staff
available for the purpose of giving support for periods to be agreed
upon at a later date.
56.2 Further, the Customer shall:
56.2.1 at the request of Cyclomedia, make the necessary office
space, facilities and access to the site and buildings of the Customer
available to the employees of Cyclomedia; and
56.2.2 at the request of Cyclomedia, send monthly reports to
Cyclomedia concerning the Customer’s performance of its
obligations; and
56.2.3 at the request of Cyclomedia, conclude all licensing
agreements and make any other resources available that are
reasonably necessary to enable Cyclomedia to execute the
Agreement; and
56.2.4 inform Cyclomedia immediately if it discovers or suspects
that Cyclomedia has made incorrect assumptions or has pursued a
wrong course of action in any other way.
56.3 If the Customer fails to perform any of its obligations,
Cyclomedia is entitled to raise the Price, revise the time schedule
and/or extend the delivery period in this regard. In that event,
Cyclomedia shall provide the Customer with a specification of the
extra costs and the delay that arises or is expected to arise as a result
of the Customer’s default. In that case, the Customer shall:
56.3.1 compensate Cyclomedia for these costs, based on actual
costs and according to Cyclomedia’s rates applicable at that time; and
56.3.2 allow Cyclomedia such extra time as is reasonable for the
purpose of executing the Agreement.
57. Employees
57.1 The employees of one party shall, in carrying out work on
the premises of the other party, comply with the rules and regulations
that are applicable there and that have been communicated to them.
57.2 Cyclomedia agrees to indemnify the Customer against all
third-party claims concerning any wage tax and social insurance
contributions of Cyclomedia’s employees involved in the execution of
the Agreement. At the Customer’s request, Cyclomedia shall provide
it with proof of payment of such wage tax and social insurance
contributions. 
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BASED IN ZALTBOMMEL
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58. Termination
58.1 If the Services consist of the organization of training courses
and/or consultancy services for a period of two months or more, the
Customer may, after commencement of the Services, give written
notice to terminate the Services subject to a notice period of 60 days.
In that case, the Customer shall pay Cyclomedia for all work carried
out under the Agreement up to the date of actual termination, on the
basis of actual costs and at Cyclomedia’s rates then applicable, and
for all costs and expenses incurred in relation to hardware, materials
and services ordered or acquired under the Agreement.
58.2 In all other cases than those specified in the preceding
paragraph, the Customer can not terminate or otherwise end the
Services.
58.3 The provision of any Service by a Third Party to the
Customer is terminated with immediate effect in case the Agreement
between Cyclomedia and the Customer is terminated for whatever
reason.