General Terms and Conditions Delivery DycoTrade HGH B.V. June 2020 
Clause 1 Definitions 
The following terms when capitalized in these Conditions shall have the meaning given to them below: 
1.1 DCT shall mean DycoTrade HGH B.V. 
1.2 Client shall mean each natural or legal person on whose instructions DCT provides Software and/or performs Services, or with whom DCT contracts, or with whom DCT conducts talks or contract negotiations. 
1.3 Parties shall mean the Client and DCT jointly, and Party means each of them. 
1.4 Manufacturer shall mean Microsoft Business Solutions and / or Microsoft B.V. and/or DCT and/or any other manufacturer or supplier. 
1.5 Contract shall mean each contract or agreement concluded between DCT and the Client including all annexes thereto, of which these Conditions form an integral part. 
1.6 Services shall mean the services to be provided by DCT for the Client. 
1.7 Project Plan shall mean a document that may be included, if so desired by DCT and the Client, as an annex to the Contract of Services specifying the details of the Services, e.g. phased implementation and schedule. 
1.8 Implementation shall mean the Installation and/or where necessary setting up and configuring the Software, operating system and equipment and/or familiarizing the user with its functionality. 
1.9 Installation shall mean the installation of the Software. 
1.10 Documentation shall mean descriptions and user manuals relating to the Software. 
1.11 Functional Specifications shall mean the written specifications, as stated in a document describing the functions and data that are to be included in the Software. 
1.12 Delivery shall mean the date on which any Software is actually made available to the Client, as stated in the Delivery Certificate. 
1.13 Final Delivery shall mean the completion of the project, as specified in the Contract for Services, Project Plan, implementation plan or any other applicable document. 
1.14 Delivery Certificate means any document delivered by DCT to Client to state that the Software is available to Client.
1.15 User Acceptance Test (UAT) shall mean a test to be carried out by the Client to determine whether the Software complies with the agreed Functional Specifications. 
1.16 Software Acceptance Document means any document delivered by DCT to Client which should be signed off by Client to accept the Software.
1.17 Software shall mean the software and software components to be delivered by DCT or Manufacturer for the Client plus the relevant documentation and materials. 
1.18 DycoTrade shall mean DycoTrade standard software developed by DCT, excluding any customer specific amendment or customization. 
1.19 Microsoft Dynamics 365 shall mean Microsoft Dynamics 365 F&SCM software - or any renamed successor official brand name by Microsoft of Microsoft Dynamics 365 F&SCM software - developed by Microsoft Ireland Operations Limited and/or Microsoft B.V. and/or another entity forming part of the Microsoft group. 
1.20 Error Corrections shall mean fixes (including patches, hot fixes, etc.) of the Software provided by DCT or the Manufacturer, not including Updates of Upgrades, the primary objective of which is to improve the Software without altering its functionality. 
1.21 Defect shall mean a fault in the Software as a result of which it no longer meets the agreed Functional Specifications or Functional Design. 
1.22 Update shall mean each adjustment to the Software by DCT or Manufacturer by means of a new release of the Software necessitated by changes in the law, other mandatory regulations, technological developments, or due to the fact that DCT or Manufacturer deem certain adjustments to the Software necessary or desirable (e.g. release 1.2 following release 1.1). 
1.23 Upgrade shall mean each new version of the Software released by DCT or Manufacturer (e.g. version 2.0 following version 1.0). 
1.24 Update Policy means the prevailing update policy of Microsoft Business Solutions or any other Manufacturer for any applicable software, which is adhered by DCT.
1.25 Business Hours shall mean the time between 8:30 am and 17.30 pm (CET) on (NL-) Business Days, unless otherwise agreed between parties. 
1.26 Business Day shall mean calendar day except weekends and officially recognized public holidays in the Netherlands. 
1.27 Working Day consist of 8.5 hours, of which 8 hours are working hours and 0.5 hour is lunch break. 
1.28 Price List shall mean an overview of all current standard fees and rates applied by DCT; on the Client's request a copy of the current applicable price list will be made available to the Client. 
1.29 Surcharges shall mean a 50% surcharge payable for services provided on Business Days outside Business Hours and on Saturdays. For services provided on Sundays and public holidays a 100% surcharge is payable. 
1.30 Conditions shall mean these general Terms and Conditions of Delivery of DCT. 
1.31 Force Majeure shall have the meaning given in Clause 18 of these Conditions.
1.32 Contract of Services shall mean the signed document describing DycoTrade Services with the aim to install and implement the DycoTrade Software, as described in the Project Plan.
1.33 Manufacturers Software shall mean Microsoft Dynamics 365 or any other software provided by DCT as part of the Project Plan.
1.34 Service Level Agreement shall mean a Contract for services that specifies which services the Client is entitled to during and/or after implementation.
1.35 Sales Price and Subscription price shall mean the in Contract agreed upon (list-) price from Manufacturers- or DycoTrade Software.
1.36 Production environment shall mean the live operational environment which is used by Client for their business purposes.
1.37 License Agreement shall mean the agreed upon Microsoft Dynamics 365 license and DycoTrade license and any other software component. The value for this agreement can vary over time, based on user count, data usage, Azure usage or other variables.
Clause 2 Applicability of these Conditions 
2.1 These Conditions are applicable to all quotations and offers of and all legal relationships (including Contracts) with and all services provided by DCT. Any deviation from these Conditions shall only be valid if and to the extent that they are expressly accepted by DCT in writing. 
2.2 The applicability of the Clients general terms and conditions of delivery and payment or any other general or special terms of the Client is expressly excluded, with the exception of the Manufacturer's delivery and licensing terms. 
2.3 DCT does not supply hardware or equipment. DCT may obtain equipment and/or software and/or services from Manufacturer or have it supplied by Manufacturer to the Client; in this event Manufacturer's terms and conditions and licensing terms shall apply to the relevant equipment, software and/or services instead of these Conditions. Where this is the case, the Client should obtain a copy of Manufacturer's conditions of supply and licensing terms. DCT will act as coordinator in this regard. This means that the Client may contact DCT with any questions or required information about the equipment, software and services. Thereupon, DCT shall contact Manufacturer. 
Clause 3 Offers & Conclusion of Contract 
3.1 Unless expressly otherwise agreed, each offer by DCT shall be valid for 30 (thirty) days and unless expressly stated otherwise, the offer is based on performance under normal conditions. Offers may be withdrawn by DCT at any time before the Client's acceptance. 
3.2 Each offer made by DCT is subject to contract, as are all rates, services and options mentioned in the annex(es) or in other information carriers of DCT. 
3.3 DCT shall confirm the Client's acceptance by way of a Contract to be signed by both the Client and DCT. At that moment, a Contract is established between DCT and the Client. 
Clause 4 General Obligations of the Client 
4.1 At DCT's request the Client shall make available the following to DCT free of charge: adequate workspace, users' facilities on computer systems and adequate telecommunication facilities. 
4.2 The Client shall promptly ensure that the (cloud-) environment in which the delivery and/or installation and/or implementation is to take place is suitable for this purpose. DCT shall inform the Client about any requirements in this regard. If the environment is not suitable, DCT may suspend the performance of its services. DCT shall not be liable to the Client and/or to third parties for damages in this event. 
4.3 At DCT's request the Client shall promptly provide DCT with all information necessary for a proper performance of the Contract. 
4.4 If the information necessary for the performance is not, not fully or not in time, made available to DCT in accordance with the contractual agreements, or if the Client fails to fulfil its obligations under the Contract in any other way, DCT may suspend the performance of its services. DCT shall not be liable to the Client and/or to third parties for damages in this event. 
4.5 DCT may charge the Client the extra costs it incurs in connection with Clause 4 of these Conditions on the basis of the applicable rates as stated in the applicable Price List of DCT. 
4.6 If the Client fails in any way to comply with these Conditions, DCT reserves the right to refuse, cancel or put an order on hold at any time without stating the reason. DCT shall not be liable to the Client and/or to third parties for any damage in this event. 
4.7 DCT may suspend the subsequent performance of its obligations under the contracts ongoing with the Client until the Client has paid all outstanding amounts. Failure by the Client to pay such outstanding amounts shall result in all amounts the Client owes DCT becoming immediately due and payable in full. If the Client is permanently in default, DCT may rescind the Contracts without notice of default being required, in which event the Client shall not be entitled to any compensation whatsoever. 
Clause 5 Installation & Implementation 
5.1 This Clause 5 is applicable to any Installation and/or Implementation of Software by DCT. 
5.2 As part of the Installation and/or Implementation DCT may conduct a test, which is for DCT to determine whether the Software functions properly. 
5.3 The Parties agree to notify each other in writing as soon as possible if the progress of the work is delayed or threatens to be delayed, stating the cause of the delay. 
5.4 If the delay is due to an act or omission by DCT, except in a Force Majeure event, DCT undertakes to remedy the delay or ensure that the deadline for the Delivery is not exceeded, for instance by making extra capacity available and/or assigning extra personnel. The costs DCT incurs in remedying the delay shall be for DCT’s account. DCT shall only be liable if a delivery term is exceeded to the extent stipulated in Clause 5.4 of these Conditions, subject to the exclusions and limitations to liability as set forth in Clause 17 of these Conditions. 
5.5 If the delay is due to an act or omission by the Client, DCT may – on the Client's request and in so far as is possible – remedy the delay or prevent the deadline for the Final Delivery from being exceeded. Any costs DCT incurs in remedying the delay as well as for any planned hours not worked by DCT's personnel shall be for the Client's account. DCT will invoice the Client for this. 
Clause 6 Acceptance 
6.1 The following acceptance procedure is applicable if the Software is implemented by DCT. 
6.2 In the event that Software has been delivered DCT shall issue a Delivery Certificate to the Client. 
6.3 It is Clients responsibility to perform a User Acceptance Test (UAT), following Guidelines by DCT and/or Manufacturer. Next to this obligation it is Clients responsibility to accept the Software before Software is put to any Production environment. 
6.4 At the Client's request DCT shall assist the Client during the UAT, which will be charge at the applicable rates. 
6.5 The Client shall complete the UAT within 10 (ten) Business Days after the issuance of a Delivery Certificate (clause 6.2). 
6.6 The Client shall accept the Software by signing of the Software Acceptance Document within 3 (three) days Business Days after a successful User Acceptance Test (UAT).
6.7 Any Defects found during the UAT will be reported by Client to DCT. 
6.8 Any Defects, which shall include Defects that by their very nature and/or quantity do not in reason prevent operational use, shall not constitute reason for refusing acceptance, without prejudice to DCT's obligation to repair free of charge any Defects as referred to in this Clause 6.7, subject to the exclusions and limitations mentioned in Clause 17 of these Conditions. 
6.9 DCT will to the best of her abilities work to remedy the Defects specified in the report referred to in Clause 6.7 of these Conditions free of charge within 20 (twenty) Business Days after receipt of the report. In respect of Manufacturer Software DCT shall notify Manufacturer of the Defects, who shall subsequently remedy the Defects in accordance with the applicable terms and conditions. 
6.10 If the Client has not accepted the Software at the time of the UAT, the UAT shall be repeated, in accordance with the provisions of Clause 6 of these Conditions.
6.11 Any Software launched or installed in a Production environment is deemed to be accepted by Client.
6.11 If the Client has accepted the Software, the date on which the Client signed the Software Acceptance Document shall be regarded as the acceptance date. 
6.12 If, at the Client's discretion, no UAT is carried out and/or not completed and/or the Client deploys the Software to the Production environment before or without acceptance, the Software will be regarded as accepted per date of the mentioned deployment. 
6.13 If the Client is not accepting the Software within the stated timeframe without any notification to DCT or without valid reason, to be assessed by DCT, the Software will be regarded as accepted per date stated in the Delivery Certificate.
6.14 In case of clause 6.11 and 6.12, the Software will be regarded as Defect free. Fixing any reported Defect afterwards will be charged at the applicable rates. 
6.15 The Client will also subject Updates and/or Upgrades of the Software to a UAT, in accordance with the provisions of Clause 6 of these Conditions. 
Clause 7 Maintenance 
7.1 DCT offers the following Services, depending with respect to all Software, including Manufacturer Software, supplied by DCT or for which a license is given by the Manufacturer, or in respect of which the Client concludes a license agreement directly with the Manufacturer: 
A. Software Subscription: either monthly or yearly, covering Updates and Upgrades, with Error Corrections and/or new functionality as provided by either the Manufacturer or DCT, following the Manufacturer or DCT update roadmap. Any services provided by DCT to fulfill this upgrade policy are handled in a separate and Client specific Service Level Agreement.  
B. Customer support via a Service Level Agreement: (see Clause 8 of these Conditions); 
Clause 8 Service Level Agreement & Software Subscription
8.1 This Clause 8 is applicable to the Service Level Agreement for Microsoft Dynamics 365 and/or DycoTrade and/or other Manufacturer’s Software. 
8.2 The Software Subscription (Clause 7.1 A) comprises: 
a. access to Updates and/or Upgrades after their release by the Manufacturer, but not their Installation and Implementation. The process and handling of the periodic installation and implementation of these Updates and/or Upgrades is described and offered in a Client specific Service Level Agreement
b. access to Error Corrections after their release by the Manufacturer, but not their Installation and Implementation. The process and handling of the periodic installation and implementation of these Error Corrections is described and offered in a Client specific Service Level Agreement
8.3 Client is at all times obliged to comply with the policy of DCT or Manufacturer with respect to Updates and/or Upgrades and/or Error Corrections.
8.4 At Client's request, DCT shall take charge of the Installation and Implementation of Updates and/or Upgrades and/or Error Corrections, for which DCT may charge the applicable rates as stated in the Price List. 
8.5 DCT does not guarantee that the Client shall be able to use the Updates and/or Upgrades and/or Error Corrections without problems. 
8.6 DCT does not guarantee any retroactive compatibility between versions, modules or their functionality. DCT shall to the best of its abilities provide the Client with tools, programs, etc. that may assist the Client in the migration to the new versions, for which DCT may charge the applicable rates as stated in the Price List. 
8.7 Updates and/or Upgrades and/or Error Corrections are deemed to form part of the Software to be maintained as from the day on which they are added to the Software. 
8.8 One month after an Update and/or Upgrade and/or Error Correction has been provided DCT shall no longer be obliged to repair Defects in the former Update and/or Upgrade and/or Error Correction and/or to provide any other maintenance with respect to the former Update and/or Upgrade and/or Error Correction. 
8.9 If Software is added with products that are not provided by DCT, DCT is not obliged to maintain these products. 
8.10 Updates and/or Upgrades and/or Error Corrections to Manufacturer Software are made available subject to Manufacturer's conditions and license terms. Where this is the case, the Client shall receive a copy of the Manufacturer's conditions and license terms. 
8.11 DCT offers a variety of additional services, covering (remote) support and services towards issues, questions and Client wishes. These services are described and covered in the Clients specific Service Level Agreement 
Clause 9 Fees and Rates 
9.1 The fees and rates that apply to the Software and other Services are specified in the Dycotrade Contract of Services, License Agreement and Service Level Agreement. 
9.2 Unless otherwise agreed in writing all fees and rates are exclusive of turnover tax and all other government levies, if any, and exclusive of travel and subsistence costs incurred in the Netherlands. With respect to services provided outside of the Netherlands a supplementary compensation for travel time to be agreed separately shall be charged on top of the usual travel and subsistence costs. 
9.3 DCT may adjust its fees and rates for services each year in accordance with the increase in the consumer price index for commercial services as published by Statistics Netherlands (2020=100). 
9.4 All fees and rates for Services are charged based on the applicable rates as described in the Service Contract or Service Level Agreement. 
9.5 DCT may adjust the Sales Price or Subscription Price at any time.
9.6 DCT may adjust the fees and rates each year DCT shall notify the Client in writing of any adjustments of the fees and rates subject to a notice period of 30 (thirty) days from the start of those adjustments. 
9.7 Supply of Software and provision of Services and maintenance not foreseen or agreed in the original order shall be regarded as extra work and shall be performed by DCT after prior acceptance by the Client on the basis of DCT's rates as they apply at that time. The Client acknowledges that additional work may affect the delivery time and the costs of the other services to be provided by DCT. 
9.8 In respect of all services provided by DCT at the Client's, the travel expenses shall be charged to the Client on the basis of the standard DCT rates. 
Clause 10 Billing & Payment 
10.1 On all invoices DCT shall state the date, specification and the amount due in euros, or any other currency as agreed upon.
10.2 The fees due for the Services are payable on the effective date specified in the Contract for Services. In the event of an (automatic) renewal of the Services, the relevant fees shall be payable on the first day of the renewal. 
10.3 Unless Parties agree otherwise, all contracts and subscriptions shall be billed in advance on a monthly basis, other Services will be billed on a fortnightly billing based on the number of hours services provided by DCT. 
10.4 All amounts due are payable within 14 (fourteen) days of receipt of the relevant invoice, failing which the Client, without any notice of default being required, shall owe the statutory commercial interest within the meaning of Section 6:119a Dutch Civil Code on the outstanding amount. 
10.5 Any complaints about alleged incorrect invoices are to be received by DCT in writing within 8 (eight) days of the invoice date, failing which the right to complain about the invoice concerned lapses. 
10.6 If, after having been held in default, the Client continues to fail to pay the amount due, DCT may refer the debt for collection, in which event the Client shall be charged, in addition to the statutory commercial interest, the full amount of the (extra)judicial costs, which shall not be less than 15% of the total amount due. 
10.7 If the Client requests that DCT personnel be on-site, this shall be billed per day or per half day. 
10.8 DCT reserves the right to round off any Remote provided to two hour blocks. 
10.9 If the Client cancels the deployment of DCT personnel for services already scheduled, the Client shall be charged the services on the basis of the following schedule: A. cancellation three days or more in advance: 50% of the agreed fee for the scheduled work; B. cancellation two days in advance: 75 % of the agreed fee for the scheduled work; and C. cancellation one day or less in advance: 100 % of the agreed fee for the scheduled work. 
Clause 11 Warranty 
11.1 DCT warrants with respect to maintenance and the other Services that: 
a. these shall be carried out in a competent manner; 
b. the results shall meet the agreed qualifications; 
c. its personnel shall continue to be sufficiently qualified for the duration of the Contract with the Client. 
11.2 Manufacturer Software installed and implemented by DCT shall be covered by the Manufacturer's terms of conditions and warranty. 
11.3 DCT does not guarantee that the Services and Software will function without errors and without interruptions.
11.4 DCT is entitled to introduce temporary solutions or software bypasses or problem-avoiding restrictions in the Software. DCT does not guarantee that defects in Software which have not been developed by DCT will be remedied. 
11.5 Clause 17 (Liability) of these Conditions is fully applicable to this Clause 11 of these Conditions. 
Clause 12 Licenses & Intellectual Property 
12.1 DCT hereby grants the Client a nonexclusive and non-transferable limited license to all purchased or subscribed Software with the exception of Manufacturer Software. 
12.2 Prior to the Installation of Manufacturer Software the Client shall conclude a direct license agreement with Manufacturer concerned. Manufacturer's license terms shall fully apply to the Client; where necessary the provisions of this Clause 12 shall be set aside. 
12.3 Client declares that it, its parent company, its subsidiaries, affiliated companies, intermediaries or other third parties shall not: a. copy, other than for making a backup copy or for installation purposes; b. modify, alter, change or convert or create derived products; c. assign, rent, lend, transfer, disclose, sell, lease, give in use, (sub)license, encumber or in any other way transfer or use for the provision of services to third parties for data processing, commercial time-sharing, lease or participation schemes or on a service desk basis; or d. decompile, disassemble or reverse engineer or attempt to obtain the source code in other way of, the Software or any part thereof without the prior permission of DCT, except where mandatory law does not allow the stipulation of such exclusions. 
12.4 Client is responsible for protecting DycoTrade’s software Intellectual Property rights, and to prevent by any means infringement or violations of these rights. DCT and Manufacturer are entitled to protect their of the Intellectual Property rights to the full extent of the law.
12.5 Any breach of licensing rights or Intellectual Property as set out in this Clause 12 by or on the instructions of the Client shall give DCT the right to terminate the Contract with immediate effect, without judicial intervention, whereupon the Client shall owe DCT, without judicial intervention, an immediately payable penalty of EUR 500,000 (five hundred thousand euro) for each breach, plus an amount of EUR 5,000 (five thousand euro) for each day that the breach continues, without prejudice to DCT's right to claim compensation of the loss suffered and/or to be suffered as a result of the breach. 
Clause 13 Indemnification with respect to intellectual property rights 
13.1 This Clause 13 is applicable to Software developed by DCT. This Clause 13 is expressly not applicable to Manufacturer Software installed and/or implemented by DCT. 
13.2 DCT shall, at its own expense: (i) conduct the defense in any legal actions filed by third parties against the Client in respect of claims based on the allegation that any Software provided by DCT within the context of a Contract, other than Manufacturer Software, directly infringes the patent, copyright, trade mark or trade secret of the claimant; and (ii) indemnify the Client against any payment of damages and costs imposed in the final judgment pronounced in such action, in so far as such judgment in that action directly and exclusively pertains to the infringement concerned. 
13.3 DCT shall not have any obligation or liability to the Client under Clause 13.2 above if: a. DCT is not: (i) immediately notified in writing of a claim as referred to above; (ii) given the exclusive right to handle and arrange the investigation, preparation, defense and settlement in respect of such claim, including the choice of lawyer; and (iii) within the limits of what is reasonable, given full support and assistance by the Client in connection with the aforesaid investigation, preparation, defense and settlement; b. the claim is filed more than 1 (one) year after acceptance of the Software; or c. such claim is the result of an accident or of wrong use by the Client and/or a third party or of a modification of the Software by a party other than DCT. 
13.4 If in respect of the Software, other than Manufacturer Software, a claim for infringement as referred to in Clause 13.1 above is filed or if in DCT's opinion such claim may be expected, DCT shall be entitled, but not obliged, at its own discretion, to: (i) acquire the right for the Client to continue using the Software; (ii) replace the Software; or (iii) modify the Software in such a manner that the Software in its new form no longer infringes; or (iv) terminate a Contract where such Contract pertains to the Software concerned. 
13.5 Subject to the exclusions and limitations referred to in Clause 17 of these Conditions the foregoing represents the full liability and obligation of DCT to the Client and is the sole liability the Client may invoke with respect to any real or alleged infringement of any intellectual property rights or any other property rights of any kind. 
Clause 14 Privacy 
14.1 Pursuant to the General Data Protection Regulation (GDPR) (Algemene Verordening Gegevensverwerking, AVG) and/or any other privacy or personal data protection legislation, DCT shall be regarded as “the processor” and the Client as “the controller”. DCT shall in no event be regarded as the party responsible as defined in the AVG. 
14.2 In accordance with the GDPR, DCT warrants a reasonable level of security surrounding maintenance activities where these activities include the processing of personal data as defined in the GDPR. The reasonable level of security shall be dependent on the circumstances, e.g. the nature of the data and the costs related to guaranteeing a specific level of security. 
14.3 The Client warrants that he shall act in accordance with the GDPR and shall comply with all obligations under the GDPR. One such obligation may be to notify the Dutch DPA (College Bescherming Persoonsgegevens) of the fact that personal data are being processed. 
14.4 The Client warrants the legitimacy of the use, processing and storing of the personal data, and the purpose of the use and exchange of personal data and any other use arising from the provision of Services under a Contract. 
14.5 The Client agrees to indemnify DCT against any claim by third parties, including the Dutch DPA, or by individuals with respect to non-compliance with the obligations by the Client as stipulated in Clause 14 of these Conditions. 
Clause 15 Confidentiality 
15.1 Parties shall ensure that all information they receive from the other Party and of which they are or ought to be aware that it is of a confidential nature, is kept confidential. 
15.2 Each Party undertakes not to disclose confidential information that is made available to it to third parties and only to disclose this information to its personnel in so far as it has a need to know for performing the agreed services, except with the prior written permission of the other Party. 
15.3 Parties shall impose on their personnel the obligation to comply with the confidentiality provisions of this Clause 15. 
15.4 DCT shall be entitled to use the Client's name and logo for marketing and reference purposes and to place these on its internet site. 
Clause 16 Term & Termination 
16.1 Unless otherwise agreed between the Parties, an agreement between the Parties shall enter into force on the date on which both Parties have signed the Contract.
16.2 Unless otherwise agreed, an agreement shall be concluded for an indefinite period of time subject to a notice period of 3 (three) months. Contracts with respect to the Service Level Agreement shall be for a definite period of time. After this period has expired, the Contract in question shall be automatically renewed, each time for the same period, unless either of the Parties terminates the Contract as at the end of the current contract with due observance of a notice period of 3 (three) months. 
16.3 If Manufacturer ceases the development of the Software or elements or versions thereof, DCT may terminate the Contract that pertains to the maintenance of that Software by written notification to Client subject to a notice period of 3 (three) months. In that event DCT shall refund the Client that part of the fee already paid in advance in respect of the period of the Contract remaining after its termination. 
16.4 If Manufacturer or Client terminates the license for the Software, DCT may terminate the Contract that pertains to the maintenance of that Software by written notification to the Client as per the same date as the license ends. In that event DCT shall refund the Client that part of the fee already paid in advance in respect of the period of the Contract remaining after its termination. 
16.5 Except where otherwise provided in these Conditions, Parties may terminate a Contract, by registered letter sent to the other Party, with immediate effect and without notice of default, without any liability, if:
a. the other Party fails properly or on time to fulfil its obligations under a Contract and this improper or untimely performance is not remedied within 30 (thirty) days after a written request thereto from the other Party; or
b. the other Party is granted a moratorium, files a petition for its own bankruptcy, is declared bankrupt, goes voluntarily or involuntary into liquidation, ceases its business activities, or offers its creditors a composition or a debt management scheme, or if execution is levied on Client's assets, DCT's right to terminate a Contract pursuant to this Clause 16.6 shall expressly not affect its right to compensation or its other rights under the Contract concerned, nor any of its statutory rights. 
16.6 If at the time of termination or rescission the Client has already received performance under a Contract that is to be terminated, these performances and the related payment obligations cannot be revoked. 
16.7 Upon termination or rescission of a Contract, all payments the Client owes in respect of that Contract become immediately due and payable. 
16.8 Any obligations that, in view of their nature, are intended to continue to be in effect after termination of the Contract, shall remain in effect. Termination or rescission of a Contract expressly shall not release the Parties from the provisions of Clause 1 (Definitions), Clause 2 (Applicability), Clause 11 (Warranty), Clause 12 (Licenses and Intellectual Property), Clause 14 (Privacy), Clause 15 (Confidentiality), Clause 16 (Term & Termination), Clause 17 (Liability), Clause 19 (Transfer and Settlement), Clause 20 (Hiring Personnel), Clause 21 (Governing law and Competent Court), Clause 22 Miscellaneous), Clause 23 (Amendments and Filing Conditions) of these Conditions or from any other obligations under the Contract that in view of their nature are deemed to remain in effect. 
Clause 17 Liability 
17.1 DCT shall not be liable for the repair of damaged or lost data. 
17.2 DCT's total liability to the Client in connection with an attributable breach of a Contract shall in each instance be limited to the direct damage and shall in no event be more than the amount of the invoice/invoices for the specific Contract (exclusive of turnover tax) over a period of not more than 1 (one) year. The direct damage, including (i) damage to property, (ii) the costs that were reasonably incurred to ascertain the cause and scope of the damage in so far as it relates to direct damage within the meaning of this article, (iii) the costs that were reasonably and demonstrably incurred to ensure that DCT’s defective performance will meet the requirements of this agreement in so far as these costs can be attributed to DCT, and (iv) the costs that were reasonably and demonstrably incurred by the Client to prevent or limit the loss, in so far as the Client has demonstrated that these costs have resulted in a limitation of the direct damage within the meaning of this article.
17.3 DCT's total liability to the Client in connection with an attributable breach of a Contract shall in each instance be limited to the amount paid out by DCT's insurer. Upon the Client's request DCT shall provide the Client with information about its professional liability insurance. 
17.4 DCT shall not be liable for damage or loss that is covered under any insurance policy taken out by the Client. 
17.5 DCT will never be bound to compensate indirect damage. Indirect damage is taken to mean all damage that is not direct damage, including at least, but not limited to consequential damage, loss of income or business opportunities, loss of profit and damage as a result of business interruption.
 17.6 If Microsoft or any Manufacturer imposes restrictions with respect to the maintenance to be carried out by DCT, DCT shall not be obliged to provide this maintenance and shall not be liable towards the Client or owe it any compensation as a result. 
17.7 DCT shall only be liable to the Client for an attributable breach of a Contract if the Client has immediately and duly held DCT in default by registered letter, offering a reasonable period for remedying the breach, and DCT continues to be in breach after that period has expired. 
17.8 All claims of the Client are to be filed with the competent court within 1 (one) year after it became aware or ought in reason to be aware of the facts upon which it bases its claims, or they shall lapse. 
17.9 If a penalty or fine is agreed with the Client the penalty or fine due shall at all times be in lieu of any damages to be paid by DCT. 
17.10 The Client shall indemnify DCT against any third-party claims for damage related to Software provided by DCT or to a Contract concluded between the Client and DCT in any other way. 
17.11 The limitations of liability included in the article shall not apply if the loss is due to intent or willful recklessness on the part of DCT or its executive subordinates.
Clause 18 Force Majeure 
18.1 Neither of the Parties shall be obliged to perform an obligation if that Party is unable to do so as a result of Force Majeure. 
18.2 In addition to what is provided in legislation and case law, Force Majeure shall also be understood to mean all external causes, either foreseen or unforeseen, beyond the control of a Party that prevents that Party fulfilling its obligations, including government regulations, fire, flood, power outage, interruption, failure or defects in internet, telephone or other telecommunication connections or in other electronic or mechanical equipment, sickness of DCT's personnel lasting more than 10 (ten) Business Days, strikes, tardy delivery or unsuitability of materials, and/or liquidity or solvency problems on the part of DCT and breach of performance by third parties engaged by DCT. Each act, event, or non-event shall only be considered to be an instance of Force Majeure if it is not the result of a willful act of a Party or its failure to take reasonable precautions. 
18.3 If an instance of Force Majeure at one Party lasts for more than 60 (sixty) Business Days, the Parties shall be entitled, by way of a registered letter, to immediately rescind the order without judicial intervention, without the Parties being obliged to pay any damages. Clauses 16.9 to 16.11 of these Conditions shall continue to apply in this event. 
Clause 19 Transfer & Settlement 
19.1 The Client may only transfer, sell, assign, (sub) license, make available, lease or lend rights and obligations under a Contract to third parties with the written permission of DCT. 
19.2 DCT may transfer its rights and obligations under a Contract, or parts of it, to a third party. The Client already agrees to such a transfer. 
19.3 The Client waives all rights to invoke suspension or settlement. 
Clause 20 Hiring personnel 
20.1 DCT may make use of hired personnel in the performance of an order. 
20.2 For the duration of a Contract, and for a period of 12 (twelve) months after its termination, the Client shall refrain from making any offers to and/or employing (directly or indirectly) any employees of DCT, save with the prior written permission of DCT, on pain of an immediately payable penalty, without judicial intervention being required, of EUR 50,000,- (fifty thousand euro) for each breach plus EUR 5,000 (five thousand euro) per day for each day that the breach continues, without prejudice to DCT's right to claim compensation of the loss suffered and/or to be suffered as a result of the breach. This clause lapses in the event that DCT is declared bankrupt or is granted a moratorium. 
Clause 21 Governing Law; Disputes 
21.1 These Conditions and all quotations and offers by DCT and all legal relationships, including Contracts, concluded with DCT and services provided by DCT are governed by Dutch law. 
21.2 The Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, Vienna, 11 April 1980) does not apply to these Conditions or to any other terms and conditions and contracts agreed in writing. 
21.3 The Parties hereby exclude the applicability of Title 7.1 of the Dutch Civil Code to these Conditions and to any other terms and conditions and contracts agreed in writing. 
21.4 Any disputes that may arise between the Parties further to or as a consequence of these Conditions and any quotations and offers of DCT and all legal relationships, including Contracts, with DCT and services provided by DCT, shall be settled in accordance with the Rules of Arbitration of the Dutch Arbitration Institute. The arbitration tribunal shall be composed of three arbitrators, unless the Parties jointly agree on one arbitrator. The arbitration tribunal shall decide in accordance with the rules of the law. The place of arbitration is Amsterdam, The Netherlands. The arbitration proceedings shall be conducted in Dutch. 
Clause 22 Miscellaneous 
22.1 If any of the provisions of these Conditions is null and void or is declared void, the other provisions of these Conditions shall continue to apply in full and the Parties shall consult in order to agree an alternative provision the purport of which shall be as close to the original provision as possible without affecting the rest of these Conditions. 
22.2 Failure by any of the Parties to demand performance of a provision within a period stipulated in these Conditions, shall not affect the right to still demand performance, without prejudice to Clause and 13.3 of these Conditions, unless the Party in question expressly agreed to the non-performance in writing. 
Clause 23 Amendment and Filing of the Conditions 
23.1 These Conditions are filed with the Chamber of Commerce in Amsterdam. 
23.2 DCT may at all times revise the text of these Conditions and to readopt them. The most recently filed version, or the version that applied when the Contract in question was concluded, shall apply. 
23.3 Any amendments and/or additions to these Conditions are only valid if agreed upon in writing.