Conditions

Chapter 1. General provisions

Art. 1 Applicability of the General Terms and Conditions

1.1 These General Terms and Conditions apply to all offers and agreements where the supplier supplies goods and/or services of any kind and under any name to the customer.

1.2 Deviations from and additions to these general terms and conditions are only valid if they have been agreed in writing between the parties.

1.3 The applicability of the customer's purchase or other terms and conditions is expressly rejected.

1.4 If any provision of these terms and conditions is null and void or annulled, the other provisions of these terms and conditions will remain in full force and effect. In that case, the supplier and customer will consult with the aim of agreeing on new provisions to replace the invalid or nullified provisions.

Art. 2 Offers

2.1 All offers and other expressions made by the supplier are without obligation, unless otherwise indicated in writing by the supplier. The Customer guarantees the accuracy and completeness of the information provided by or on behalf of him to the supplier on which the supplier has based its offer.

Art. 3 Price and payment

3.1 All prices do not include sales tax (VAT) and other levies imposed or imposed by the government. All prices announced by the supplier are always in euros and the customer must pay all payments in euros.

3.2 The customer cannot derive any rights or expectations from a cost estimate or budget issued by the supplier, unless the parties have agreed otherwise in writing. An available budget made known to the supplier by the customer only counts as a (fixed) price agreed between the parties for the performance to be performed by the supplier if this has been expressly agreed in writing.

3.3 If, according to the agreement concluded between the parties, the customer consists of several natural persons and/or legal entities, each of those (legal) persons is jointly and severally bound against the supplier to comply with the agreement.

3.4 With regard to the services provided by the supplier and the amounts due by the customer, the data from the supplier's records provide full evidence, without prejudice to the customer's right to provide evidence to the contrary.

3.5 If there is a periodic payment obligation on the part of the customer, the supplier is entitled to adjust applicable prices and rates in writing, in accordance with the index or other measure included in the agreement, for the period specified in the agreement. If the agreement does not explicitly provide for the supplier to adjust prices or rates, the supplier is always entitled to adjust the applicable prices and rates in writing, subject to a period of at least three months. In the latter case, if the customer does not wish to agree to the adjustment, the customer is entitled to terminate the agreement in writing within thirty days of notification of the adjustment with effect from the date on which the new prices and/or rates would take effect.

3.6 The parties will specify in the agreement the date or dates on which the supplier charges the customer for the agreed performance. Amounts due are paid by the customer in accordance with the agreed payment conditions or stated on the invoice. The customer is not entitled to suspend any payment or to set off amounts due.

3.7 If the customer does not pay the amounts due or does not pay them on time, the customer owes statutory interest for trade agreements on the outstanding amount without a reminder or notice of default being required. If the customer continues to fail to pay the claim after a reminder or notice of default, the supplier may hand over the claim, in which case, in addition to the total amount due at that time, the customer is also obliged to pay all judicial and extrajudicial costs, including all costs calculated by external experts. This does not affect the supplier's other legal and contractual rights.

Art. 4 Duration of the agreement

4.1 If and insofar as the agreement concluded between the parties is a continuing performance agreement, the agreement has been entered into for the period agreed between the parties, failing which the duration of one year applies.

4.2 The term of the agreement is automatically extended each time for the duration of the originally agreed period, unless the customer or supplier terminates the agreement in writing with three months' notice before the end of the relevant period.

Art. 5 Confidentiality and staff takeover

5.1 The customer and supplier ensure that all information received from the other party that is known or reasonably should be known to be confidential remains confidential. This prohibition does not apply to the supplier if and insofar as providing the relevant information to a third party is necessary as a result of a court decision, a legal regulation or for the proper execution of the agreement by the supplier. The party that receives confidential information will only use it for the purpose for which it was provided. In any case, data is considered confidential if it has been designated as such by one of the parties.

5.2 The Customer acknowledges that the software coming from the supplier is always confidential and that it contains trade secrets of the supplier, its suppliers or the manufacturer of the software.

5.3 During the term of the agreement, as well as one year after its end, each of the parties will only hire employees of the other party who are or have been involved in the execution of the agreement with the prior written consent of the other party or have them work for them otherwise, directly or indirectly. This permission may be subject to conditions, including the condition that the customer pays a reasonable fee to the supplier.

Art. 6 Privacy and Data Processing

6.1 If this is necessary for the execution of the agreement, the customer will inform the supplier in writing upon request about how the customer fulfills its obligations under the legislation on the protection of personal data.

6.2 The customer indemnifies the supplier against claims from persons whose personal data has been registered or is being processed in the context of a personal registration held by the customer or for which the customer is otherwise responsible under the law, unless the customer proves that the facts underlying the claim are attributable to the supplier.

6.3 The responsibility for the data processed by the customer using a supplier service lies entirely with the Customer. The customer guarantees to the supplier that the content, use and/or processing of the data are not unlawful and do not infringe any rights of a third party. The customer indemnifies the supplier against any legal claim by a third party, for whatever reason, in connection with this information or the execution of the agreement.

Art. 7 Security

7.1 If, under the agreement, the supplier is obliged to provide a form of information security, that security will meet the security specifications agreed in writing between the parties. The supplier does not guarantee that information security is effective under all circumstances. If an explicitly described method of security is missing in the agreement, the security will meet a level that, given the state of the art, the sensitivity of the data and the costs associated with taking security, is not unreasonable.

7.2 The access or identification codes and certificates provided by or on behalf of the supplier to the customer are confidential and will be treated as such by the customer and will only be made known to authorized staff from the customer's own organization. The supplier is entitled to change assigned access or identification codes and certificates.

7.3 The customer will adequately secure its systems and infrastructure and have anti-virus software up and running at all times.

Art. 8 Retention of ownership and rights and suspension

8.1 All goods delivered to the customer remain the property of the supplier until all amounts that the customer owes the supplier under the agreement concluded between the parties have been paid in full to the supplier. A customer acting as a reseller will be allowed to sell and redeliver all items subject to the supplier's retention of title as usual in the ordinary course of his business.

8.2 The property law consequences of the retention of title to an item intended for export are governed by the law of the State of destination if that law contains provisions that are more favourable to the supplier in that regard.

8.3 Where appropriate, rights are granted or transferred to the customer under the condition that the customer has paid all amounts due under the agreement.

8.4 The supplier can retain the data, documents, software and/or data files received or realized under the agreement, despite an existing obligation to issue or transfer, until the customer has paid all amounts due to the supplier.

Art. 9 Transfer of risk

9.1 The risk of loss, theft, misappropriation or damage to items, data (including: user names, codes and passwords), documents, software or data files that are manufactured, delivered or used in the context of the execution of the agreement passes to the customer when they are actually placed at the customer's or an assistant's disposal.

Art. 10 Intellectual Property

10.1 If the supplier is willing to commit to transfer an intellectual property right, such a commitment can only be made in writing and expressly. If the parties agree in writing that an intellectual property right in respect of software, websites, databases, equipment or other materials specifically developed for the customer will be transferred to the customer, this does not affect the supplier's right or ability to use and/or exploit the components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards, and the like for other purposes without limitation, either for themselves or for third parties. Nor does the transfer of an intellectual property right affect the supplier's right to make developments for itself or a third party that are similar or derived from those that have been or are being done on behalf of the customer.

10.2 All intellectual property rights to the software, websites, databases, equipment, training, testing, exam material, or other materials such as analyses, designs, documentation, reports, offers, as well as preparatory material, developed or made available to the customer under the agreement, are exclusively owned by the supplier, its licensors or its suppliers. The customer obtains the rights of use that are expressly granted by these general terms and conditions, the written agreement between the parties and the law. A right of use vested in the customer is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.

10.3 The Customer will not remove or (have) changed any indication (s) concerning the confidential nature or about copyrights, brands, trade names or any other intellectual property right from the software, websites, databases, equipment or materials.

10.4 Even if the agreement does not explicitly provide for this, the supplier is always allowed to make technical provisions to protect equipment, data files, websites, software that is provided to the customer (direct or indirect) with access, etc., in connection with an agreed limitation in the content or duration of the right to use these objects. Customer will not remove such technical provision (s) or allow it to be circumvented.

10.5 Supplier indemnifies the customer against any third-party claim based on the allegation that software, websites, databases, equipment or other materials developed by the supplier infringe that third party's intellectual property right, provided that the customer immediately informs the supplier in writing about the existence and content of the claim and leaves the handling of the case, including making any settlements, entirely to the supplier. To this end, the customer will grant the supplier the necessary powers of attorney, information and cooperation to defend itself against these claims. This obligation to indemnify expires if the alleged infringement is related (i) to materials made available to the supplier by the customer for use, processing, processing or maintenance, or (ii) to changes that the customer has made or had made to the software, website, data files, equipment or other materials without the supplier's written consent. If it is irrevocably established in law that the software, websites, databases, equipment or other materials developed by the supplier itself infringe any intellectual property right belonging to a third party or if, in the opinion of the supplier, there is a reasonable chance that such an infringement will occur, supplier will ensure, if possible, that the customer can continue to use the delivered or functionally equivalent other software, websites, data files, equipment or materials. Any other or more extensive indemnification obligation on the part of the supplier due to infringement of a third party's intellectual property rights is excluded.

10.6 The Customer guarantees that no third-party rights preclude the provision to the supplier of equipment, software, material, data files and/or other materials and/or designs intended for websites, for the purpose of use, maintenance, processing, installation or integration. Customer indemnifies supplier against any third-party claim based on the allegation that such provision, use, maintenance, editing, installation or integration infringes any rights of that third party.

10.7 The supplier is never obliged to carry out data conversion, unless this has been expressly agreed with the customer in writing.

Art. 11 Obligations to cooperate

11.1 The parties recognize that the success of work in the field of information and communication technology depends on proper and timely mutual cooperation. The customer will always provide all reasonable cooperation desired by the supplier in a timely manner.

11.2 The Customer bears the risk of selecting the goods, goods and/or services to be supplied by the supplier. The customer always takes the utmost care to ensure that the requirements that the supplier's performance must meet are correct and complete. Dimensions and data mentioned in drawings, images, catalogues, websites, offers, advertising material, standardization magazines, etc. are not binding on the supplier, unless the supplier expressly states otherwise.

11.3 If the customer employs staff and/or auxiliary persons in the execution of the agreement, this staff and these auxiliary persons will have the necessary knowledge and experience. If supplier employees perform work at the customer's location, the customer will provide the necessary facilities in a timely manner and free of charge, such as a workspace with computer and network facilities. The supplier is not liable for damage or costs due to transmission errors, failures or unavailability of these facilities, unless the customer proves that these damages or costs are the result of intent or deliberate recklessness on the part of the supplier's management.

11.4 The workspace and facilities will comply with all legal requirements. The customer indemnifies the supplier against claims from third parties, including employees of the supplier, who suffer damage in connection with the execution of the agreement that is the result of acts or omissions on the part of the customer or of unsafe situations in his organization. The customer will inform the employees deployed by the supplier of the home and security rules applicable within his organization before the start of the work.

11.5 If the customer makes software, equipment or other resources available to the supplier in connection with the supplier's services and products, the customer is responsible for obtaining all necessary licenses or approvals with regard to these resources that the supplier may need.

11.6 The Customer is responsible for managing, including controlling the settings, the use of the products and/or services provided by the supplier and how the results of the products and services are used. The customer is also responsible for the instruction to and use by users.

11.7 The Customer will install, set up, parameterize, tune the (auxiliary) software required on its own equipment and, if necessary, adapt the equipment, other (auxiliary) software and operating environment used thereon and achieve the interoperability desired by the customer.

Art. 12 Information obligations

12.1 In order to make the supplier perform the agreement properly, the customer will always provide the supplier with all data or information reasonably required by the supplier in a timely manner.

12.2 The Customer guarantees the accuracy and completeness of the data, information, designs and specifications provided by him to the supplier. If the data, information, designs or specifications provided by the customer contain obvious inaccuracies for the supplier, the supplier will ask the customer about this.

12.3 In connection with continuity, the customer will appoint a contact person or contacts who will act as such for the duration of the supplier's activities. Customer contacts will have the necessary experience, specific subject knowledge and insight into the objectives desired by the customer.

12.4 The Supplier is only obliged to periodically provide the customer with information about the execution of the work by means of the contact person appointed by the customer.

Art. 13 Project and Steering Groups

13.1 When both parties participate in a project or steering group with one or more employees deployed by them, the provision of information will take place in the manner agreed for the project or steering group.

13.2 Decisions made in a project or steering group in which both parties participate are only binding on the supplier if the decision-making takes place in accordance with what has been agreed in writing between the parties in this regard or, in the absence of written agreements in this regard, if the supplier has accepted the decisions in writing. The supplier is never obliged to accept or execute a decision if, in its opinion, this is incompatible with the content and/or proper execution of the agreement.

13.3 The Customer guarantees that the persons appointed by him to be part of a project or steering group are entitled to take binding decisions for the customer.

Art. 14 Time limits

14.1 The Supplier will reasonably make every effort to observe the terms and conditions specified by him or agreed between the parties as much as possible. Interim (delivery) data mentioned by the supplier or agreed between the parties are always considered target dates, do not bind the supplier and are always indicative.

14.2 If there is a risk of exceeding any period, supplier and customer will consult to discuss the consequences of the excess for further planning.

14.3 In all cases — including if the parties have agreed on a final (delivery) period or (delivery) date — the supplier will only be in default due to overtime after the customer has given him notice of default in writing, with the customer setting the supplier a reasonable period of time to remedy the shortcoming (on the agreed) and this reasonable period has expired. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that the supplier is given the opportunity to respond adequately.

14.4 If it has been agreed that the performance of the agreed work will take place in phases, the supplier is entitled to delay the start of the work that belongs to a phase until the customer has approved the results of the preceding phase in writing.

14.5 The Supplier is not bound by a final (delivery) date or (delivery) period if the parties have agreed to change the content or scope of the agreement (additional work, change in specifications, etc.) or a change in the approach to the execution of the agreement, or if the customer does not, does not timely or not fully fulfill its obligations arising from the agreement. The fact that (the demand for) additional work occurs during the execution of the agreement is never a reason for the customer to terminate or terminate the agreement.

Art. 15 Termination and termination of the agreement

15.1 Each of the parties has the authority to terminate the agreement due to an attributable shortcoming in the fulfillment of the agreement only if the other party, always after giving as detailed a written notice of default as possible, setting a reasonable period of time to remedy the shortcoming, imputably fails to comply with essential obligations under the agreement. The customer's payment obligations and all obligations to cooperate and/or provide information by the customer or a third party to be engaged by the customer are in all cases as essential obligations under the agreement.

15.2 If the customer has already received performance to execute the agreement at the time of termination, these performances and the related payment obligations will not be the subject of cancellation, unless the customer proves that the supplier is in default with regard to the essential part of those services. Amounts that the supplier invoiced before the termination in connection with what he has already properly performed or delivered in execution of the agreement remain due in full, subject to the provisions of the previous sentence and become immediately due and payable at the time of termination.

15.3 If an agreement that, by its nature and content, does not end by completion, has been entered into for an indefinite period of time, it can be terminated in writing by each of the parties after proper consultation and stating reasons. If no notice period has been agreed between the parties, a reasonable period of time must be taken into account when cancelling. The supplier will never be obliged to pay any compensation due to cancellation.

15.4 The Customer is not entitled to terminate an assignment agreement that has been entered into for a fixed period of time in the meantime.

15.5 Each of the parties can terminate the agreement in full or in part in writing with immediate effect without notice of default if the other party is granted a suspension of payment - whether or not temporarily - if bankruptcy is filed against the other party, if the other party's business is liquidated or terminated other than for the purpose of reconstructing or merging companies. The supplier can also terminate the agreement in whole or in part with immediate effect without notice of default if the decisive control over the customer's business changes directly or indirectly. Due to the termination as referred to in this article paragraph, the supplier is never obliged to refund any funds already received or compensation. In the event that the customer is irrevocably bankrupt, the customer's right to use the software, websites, etc. made available, as well as the customer's right to access and/or use the supplier's services, will then end without notice on the part of the supplier being required.

Art. 16 Supplier liability

16.1 The supplier's total liability due to an attributable shortcoming in the fulfillment of the agreement or on any legal basis, including any shortcoming in the fulfillment of a warranty obligation agreed with the customer, is limited to compensation for direct damage up to the amount of the price stipulated for that agreement (excl. BTW). If the agreement is primarily a continuing performance agreement with a term of more than one year, the price negotiated for that agreement is set at the total of the fees (excl. VAT) negotiated for one year. However, under no circumstances will the supplier's total liability for direct damage, on any legal basis, exceed €500,000 (five hundred thousand Euro).

16.2 The supplier's total liability for damage due to death, physical injury or material damage to goods never exceeds €1,250,000 (one million two hundred and fifty thousand Euro). 16.3 The supplier's liability for indirect damage, consequential damage, lost profit, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims from customer's customers, damage related to the use of goods prescribed by the customer goods, materials or software of third parties and damage related to the use of suppliers prescribed by the customer to the supplier are excluded. The supplier's liability in connection with mutilation, destruction or loss of data or documents is also excluded.

16.4 The exclusions and limitations of supplier's liability described in articles 16.1 to 16.3 do not affect the supplier's other exclusions and limitations of liability described in these terms and conditions in their entirety.

16.5 The exclusions and restrictions referred to in articles 16.1 to 16.4 will expire if and insofar as the damage is the result of intent or deliberate recklessness on the part of the supplier's management.

16.6 Unless compliance by the supplier is permanently impossible, the supplier's liability for an attributable shortcoming in the fulfillment of an agreement only occurs if the customer gives the supplier immediate written notice of default, setting a reasonable period of time for the shortcoming to remedy the shortcoming, and the supplier continues to imputably fail to fulfil its obligations even after that period. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that the supplier is given the opportunity to respond adequately.

16.7 The condition for any right to compensation is always that the customer reports the damage to the supplier in writing as soon as possible after its occurrence. Any claim for compensation against the supplier expires by the mere lapse of twenty-four months after the claim arose, unless the customer has filed a legal claim for compensation for the damage before the expiry of that period.

16.8 The Customer indemnifies the supplier against all third-party claims for product liability as a result of a defect in a product or system that was supplied by the customer to a third party and that also consisted of equipment, software or other materials supplied by the supplier, unless and insofar as the customer proves that the damage was caused by that equipment, software or other materials.

16.9 The provisions of this article, as well as all other limitations and exclusions of liability mentioned in these general terms and conditions, also apply to all (legal) persons whose supplier uses in the execution of the agreement.

Art. 17 Force majeure

17.1 Neither party is obliged to comply with any obligation, including any legal and/or agreed warranty obligation, if prevented from doing so as a result of force majeure. Force majeure on the part of the supplier includes: (i) force majeure on the part of supplier's suppliers, (ii) failure to properly comply with suppliers' obligations prescribed by customer to supplier, (iii) defectiveness of third-party goods, equipment, software or materials whose use has been prescribed by customer to supplier, (iv) government measures, (v) electricity failure, (vi) internet failure, data network failure or telecommunications facilities, (vii) war and (viii) general transport problems.

17.2 If a force majeure situation lasts longer than sixty days, each of the parties has the right to terminate the agreement in writing. In that case, what has already been performed under the agreement will be settled proportionally, without the parties owing each other anything.

Art. 18 Amendment and additional work

18.1 If, at the request or with the prior consent of the customer, the supplier has performed work or other services that fall outside the content or scope of the agreed work and/or performance, these activities or performances will be reimbursed by the customer at the agreed rates and, failing that, at the supplier's usual rates. The supplier is not obliged to comply with such a request and may require that a separate written agreement be concluded for this purpose.

18.2 Insofar as a fixed price has been agreed for the service, the supplier will inform the customer in writing about the financial consequences of the additional work or performance as referred to in this article upon request.

Art. 19 Transfer of rights and obligations

19.1 Customer will never sell, transfer or pledge the rights and obligations it has under the agreement to a third party.

19.2 The Supplier is entitled to sell, transfer or pledge its claims for payment of fees to a third party.

Art. 20 Applicable law and disputes

20.1 The agreements between supplier and customer are governed by Dutch law. The applicability of the 1980 Vienna Sales Convention is excluded.

20.2 Disputes that arise as a result of the agreement concluded between the parties and/or as a result of further agreements resulting therefrom will be settled by arbitration in accordance with the Arbitration Rules of the Foundation for Dispute Resolution Automation, with its registered office in The Hague, without prejudice to the right of each party to seek relief for (arbitral) summary proceedings and without prejudice to the right of each party to take precautionary measures. The place of arbitration is The Hague.

20.3 If a dispute as a result of the agreement concluded between the parties or as a result of further agreements resulting therefrom falls within the jurisdiction of the subdistrict court, each of the parties is entitled, notwithstanding the provisions of article 20.2, to bring the case before the legally competent Court. Previous jurisdiction only belongs to the parties if no arbitral proceedings have been brought in accordance with the provisions of article 4 in relation to that dispute.

20.4 With regard to a dispute resulting from the agreement concluded between the parties or as a result of further agreements resulting from it, each of the parties is in all cases entitled to initiate an ICT mediation procedure in accordance with the ICT Mediation Regulations of the Foundation for Dispute Resolution Automation. The other party is obliged to actively participate in an ICT mediation that has been initiated, which in any case includes attending at least one joint meeting between mediators and parties, in order to give this extrajudicial form of dispute resolution a chance. Each of the parties is free to terminate the ICT mediation procedure at any time after a joint initial meeting between mediators and parties. The provisions of this article do not preclude a party that deems it necessary from seeking a provision for (arbitral) summary proceedings or taking precautionary measures.

Chapter 2. Services

In addition to the General Provisions of these general terms and conditions, the provisions contained in this “Services” chapter apply if the supplier provides services of any kind (and whether or not further detailed in one of the other chapters of these general terms and conditions) to the customer.

Art. 21 Implementation

21.1 The Supplier will make every effort to perform its services with care, where appropriate in accordance with the agreements and procedures laid down in writing with the customer. All supplier's services are performed on the basis of an obligation to make an effort, unless and insofar as the supplier has expressly promised a result in the written agreement and the relevant result is also described with sufficient certainty in the agreement.

21.2 Supplier is not liable for damage or costs resulting from the use or misuse of access or identification codes or certificates, unless the misuse is the direct result of an intentional or knowingly reckless act or omission on the part of the supplier's management.

21.3 If the agreement has been entered into with a view to execution by one specific person, the supplier is always entitled to replace this person with one or more persons with the same and/or similar qualifications.

21.4 The supplier is not obliged to follow the customer's instructions when performing its services, especially if this concerns instructions that change or supplement the content or scope of the agreed services. However, if such instructions are followed, the relevant work will be reimbursed in accordance with the supplier's usual rates.

Art. 22 Service Level Agreement

22.1 POM Netherlands BV has a Service Level as set out in the Service Level Agreement (SLA) annex and is an integral part of this Agreement. The customer will always inform the supplier without delay about all circumstances that affect or may affect the service level and its availability.

22.2 If agreements have been made about a service level, the availability of software, systems and related services will always be measured in such a way that the decommissioning announced in advance by the supplier for preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond the supplier's control, are disregarded. Subject to proof to the contrary by the customer, the availability measured by the supplier will be considered complete proof.

Art. 23 Backup

23.1 If the services provided to the customer under the agreement include backing up customer data, the supplier will, subject to the periods agreed in writing, and failing that, once a week, make a full backup of the customer's data. The supplier will keep the backup for the agreed period, and, in the absence of agreements in this regard, for the usual period of time with the supplier. The supplier will carefully store the backup with due care.

23.2 The Customer himself remains responsible for complying with all legal administration and storage obligations applicable to him.

Chapter 3 Software-as-a-Service (SaaS)

The provisions contained in this “Software as a Service (SaaS)” chapter apply, in addition to the General Provisions of these general terms and conditions and the provisions of the “Services” section, if the supplier provides services under the name or in the field of

Software-as-a-Service (also known as SaaS). For the purposes of these general terms and conditions, SaaS means: making software available “remotely” by the supplier to the customer via the internet or another data network, without providing the customer with a physical carrier with the relevant software.

Art. 24 Execution of the SaaS service

24.1 The supplier only provides the SaaS service on behalf of the customer. The customer is not free to let third parties make use of the SaaS services provided by the supplier.

24.2 If, pursuant to a request or authorized order from a government agency or in connection with a legal obligation, the supplier performs work with regard to data of the customer, its employees or users, all associated costs will be charged to the customer.

24.3 Supplier may make changes to the content or scope of the SaaS service. If such changes result in a change in the customer's procedures, the supplier will inform the customer about this as soon as possible and the costs of this change will be borne by the customer. In that case, the customer can terminate the agreement in writing by the date on which the change takes effect, unless this change is related to changes in relevant legislation or other regulations issued by competent authorities or the supplier bears the costs of this change.

24.4 The Supplier can continue to perform the SaaS service using a new or modified version of the software. The supplier is not obliged to maintain, change or add certain properties or functionalities of the service or software specifically for the customer.

24.5 The Supplier can temporarily discontinue all or part of the SaaS service for preventive, corrective or adaptive maintenance or other forms of service. The supplier will not let the decommissioning take longer than necessary and, if possible, let it take place outside office hours.

24.6 The Supplier is never obliged to provide the customer with a physical carrier containing the software to be made available and kept available to the customer as part of the SaaS service.

24.7 It is in the interest of the client and in the interest of POM Netherlands BV that the data used to perform the services is honest and has been checked for quality. POM Netherlands BV reserves the right not to process files containing poor quality data (more than 15% bounce in case of e-mail or more than 15% incorrect phone number in case of SMS and Powerdials). In the event of failure to process a file whose data has been deemed to be non-integer by POM Netherlands BV, a message will be sent to the Customer's operational contact person.

24.8 Assessment of the integrity and quality of the client's data is done by POM Netherlands BV by means of automatic systems. Decisions to pause or cancel the transmission of a file are made by these automated systems. This is followed by consultations with the Customer's operational contact person.

Art. 25 Guarantee

25.1 Supplier does not guarantee that the software to be provided as part of the SaaS service is error-free and operates without interruptions. The supplier will make every effort to repair errors as referred to in article 30.3 in the software within a reasonable period of time if and insofar as it concerns software developed by the supplier itself and the relevant defects have been reported to the supplier in writing by the customer in detail. Where appropriate, the supplier can delay repairing the defects until a new version of the software is put into use. The supplier does not guarantee that defects in software that has not been developed by the supplier itself will be remedied. The supplier is entitled to make temporary solutions or program detours or problem-avoiding restrictions in the software. If the software has been developed on behalf of the customer, the supplier can charge the customer for repair at its usual rates.

25.2 Based on the information provided by the supplier regarding measures to prevent and limit the consequences of failures, defects in the SaaS service, mutilation or loss of data or other incidents, the Customer will identify the risks for its organization and take additional measures if necessary. At the request of the customer, the supplier declares its willingness to reasonably cooperate with further measures to be taken by the customer, under (financial) terms and conditions to be set by the supplier. The supplier is never obliged to restore corrupted or lost data.

25.3 The Supplier does not guarantee that the software to be made available as part of the SaaS service will be adapted in a timely manner to changes in relevant laws and regulations.

Art. 26 Protection of personal data

26.1 Under the legislation concerning the processing of personal data (such as the Personal Data Protection Act), the Customer has obligations towards third parties, such as the obligation to provide information, as well as to provide access to, correct and delete the personal data of those involved. The responsibility for fulfilling these obligations lies entirely and exclusively with the customer. Parties assume that the supplier is a “processor” within the meaning of the Personal Data Protection Act with regard to the processing of personal data.

26.2 The Supplier will, as far as technically possible, provide support to the obligations to be fulfilled by the customer as referred to in article 26.1. The costs associated with this support are not included in the supplier's agreed prices and fees and are borne by the customer.

Art. 27 Commencement of the service; reimbursement

27.1 Implementation of the SaaS service to be provided by the supplier begins within a reasonable period of time after entering into the agreement. The customer ensures that he has the facilities necessary to use the SaaS service immediately after entering into the agreement.

27.2 The Customer owes the fee included in the agreement for the SaaS service. In the absence of an agreed payment schedule, all amounts related to the SaaS service provided by the supplier are due in advance each calendar month