Terms & conditions

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GENERAL TERMS AND CONDITIONS 42on B.V.
These general terms and conditions of 42on B.V. [CoC: 56201168] (“General Terms and Conditions”) apply to all
Agreements concluded with Clients pursuant to which we provide Services and/or Products, as further
described in the Agreement.
 
1. Definitions
In these General Terms and Conditions the following capitalized terms have the following meanings:
1.1 Agreement: the agreement between 42on and the Client, pursuant to which 42on provides the
Services and/or the Products, usually consisting of the Offer, including all appendices and documents
attached thereto (such as third party terms and conditions), and always including these General Terms
and Conditions.
1.2 Client: the legal entity or non-consumer natural person, with whom 42on concludes an Agreement.
1.3 Defect: occurs when a Product or a Service does not meet the agreed specifications of that Product
or Service and this can be evidenced and reproduced by the Client in detail.
1.4 42on: 42on B.V..
1.5 Offer: 42on’s written offer with a description of the Products and/or Services.
1.6 Products: the products as described in the Agreement.
1.7 Services: the services provided by 42on for the Client, as described in the Offer or as otherwise
agreed.

2. Conclusion of Agreements, Applicable General Terms and Conditions
2.1 An Agreement is concluded by the Client accepting an Offer in writing, or by 42on providing the
Services and/or the Products at the Client’s request. The Offer is valid during the term indicated in the
Offer, and in absence thereof, during a period of fourteen (14) calendar days. If the Client deviates
from the Offer in its acceptance thereof, such deviation is not binding for 42on until 42on has either
confirmed this in writing or provides the Services or Products in accordance with the deviation.
2.2 In case of discrepancy between clauses in the Agreement and these General Terms and Conditions,
the clauses in the Agreement shall prevail, unless the Agreement provides otherwise.
2.3 Once these General Terms and Conditions have been declared applicable to an Agreement, they
apply to all subsequent Agreements, even where this is not explicitly referenced in each Agreement.
2.4 The Client’s general terms and conditions do not apply to any Agreement, unless 42on has
explicitly accepted them.
2.5 In case other general terms and conditions apply to a specific Agreement, where the provisions of
such terms and conditions conflict with those of these General Terms and Conditions, the provisions of
these General Terms and Conditions shall prevail, except where these General Terms and Conditions
explicitly provide that other provisions prevail.
 
2.6 Deviations from the Agreement are only valid if these are agreed between the parties in writing or
electronically.
2.7 Third parties involved with the provision of the Products and/or Services and/or for which 42on
could be liable, may invoke the provisions of these General Terms and Conditions against the Client.
 
3. Fees and payment 
 
3.1 The Client shall pay the fees that are indicated in the Agreement or communicated otherwise by
42on. The fees are only fixed fees for the Products and/or the Services if 42on explicitly indicates the
fees as such in writing. Where 42on mentions the Client’s “budget” or a pre-calculation for Products
and/or Services, such budget or pre-calculation cannot be regarded as a fixed fee, unless 42on
explicitly indicates that it is in writing. All fees are excluding travel and lodging expenses, time spent
travelling, costs for transport, VAT (Value Added Tax) and other government imposed costs. Other
costs, such as for used materials, are charged separately. 42on is entitled to amend the fees. The
Client will be informed of such amendment, taking into account a one month advance notice period.
With regard to periodic fees, the Client is deemed to have accepted amendments of such fees, if the
Client does not object to the amendment ultimately before the effective date of the amendment. 
 
3.2 One time fees are invoiced directly after the Product has been delivered respectively the Services
have been provided. Periodic fees are invoiced in advance of the specific period. Other fees are
invoiced in monthly arrears on the basis of the Services provided in such month. The Agreement may
contain deviating invoicing conditions. Notwithstanding the above, 42on is entitled to request the
Client to make an upfront payment, security and/or payment of unpaid invoices before delivering
Products and/or before providing, or continuing to provide the Services. 
 
3.3 Additional Services that fall outside the Services described in the Agreement, and which are
provided either at the Client’s request or which can otherwise be attributed to the Client, are invoiced
in arrears at 42on’s then current fees for additional Services (“meerwerk”). 42on cannot be obliged by
the Client to perform such additional Services. 
 
3.4 Unless agreed otherwise with the Client in writing, the Services are provided during regular office
hours, which are Mondays through Fridays between CET 09:00 and 17:00, excluding the official
holidays in the Netherlands. Services which have to be performed outside these hours may be
invoiced as non-regular Services at a higher fee. 
 
3.5 The Client must pay the invoices within fourteen (14) days of the invoice date, in accordance with
the invoice instructions and without setting off or deducting any amounts owed by 42on to the Client.
If the Client does not timely pay an invoice, the Client is immediately in payment default (“verzuim”),
in which case 42on is entitled to suspend the provision of the Services, and/or its other obligations,
such without affecting 42on’s right to rescind the Agreement due to the payment default. From the
date of payment default, all other claims vis-a-vis the Client become immediately payable and 42on is
entitled to increase the invoice amount with the statutory rent and the recovery costs, such with a
minimum of 10% of the invoice amount. The Client is furthermore obliged to pay the statutory rent
over de recovery costs. In case 42on has to initiate legal proceedings to recover an invoice, the Client
is furthermore obliged to pay the costs in relation to such legal proceedings.
These costs shall not be limited to the costs awarded by the court, the actual costs will be paid by the
Client in case the Client is ordered to pay the invoice. Legal proceedings before an arbitral court are
also regarded as “legal proceedings”. 
 
3.6 42on is entitled to have amounts paid by the Client first cover the costs for recovery first, then the
accrued statutory rent and finally the invoice amount. 42on is entitled to refuse full payment of the
invoice amount if the Client does not simultaneously pay the costs and the statutory rent.
 
4. Term and termination 
 
4.1 The term of the Agreement starts on the date of conclusion of the Agreement and has the term as set out therein. 
 
4.2 If the Agreement does not determine a term, the following terms apply: (a) Agreements for the delivery of Products and/or provision of Services shall have a term equal to the time it takes to deliver the Product and/or to provide the Services, and (b) in case a software license is granted, and/or maintenance and support is provided, for a one (1) year period starting from the date on which the Agreement is concluded and with tacit renewals of one year periods (1) unless the Agreement is terminated prior to the renewal, taking into account a three (3) month notice period, such subject to the applicable terms of the third party supplier, if any. When the Agreement has a fixed term, it cannot be terminated by the Client without paying damages suffered by 42on and/or costs made by 42on in relation to such termination. 42on is entitled to terminate (“opzeggen”) the Agreement at any time without being obliged to pay at any time taking into account a two (2) month notice period. 
 
4.3 In case 42on is in evidenced default of an obligation under the Agreement, and 42on does not timely remedy the default after having been served a notice of default (“ingebrekestelling”) setting out the (presumed) default and the obligations to be fulfilled in detail and allowing 42on a reasonable term of at least fifteen (15) working days, the Client is entitled to terminate the Agreement for the future (“opzeggen”) (and thus not allowed to rescind (“ontbinden”) the Agreement). In case the default is the result of force majeure circumstances, the Client is also only entitled to terminate the Agreement for the future, and not to rescind it. 
 
4.4 Each party is entitled at its discretion to rescind or terminate the Agreement for the future without being obliged to pay damages in case (a) the other party is declared bankrupt, (b) the other party requests or is granted moratorium of payment, (c) the other party’s enterprise is liquidated other than in the context of a reorganisation, or (d) in case the other party ceases to do business. 
 
4.5 42on is entitled at its discretion to immediately rescind or terminate the Agreement for the future without being obliged to pay damages in case the control in the Client is taken over by a third party. 
 
4.6 In case a supplier of 42on terminates, suspends its obligations or defaults under the agreement it has with 42on, 42on is entitled to replace the Products and/or Services supplied or provided by such supplier with equivalent Products or Services, or, if replacement is not commercially viable, to terminate (“opzeggen”) the Agreement immediately in whole or in part, such without being obliged to pay any damages. 
 
4.7 When the Agreement ends, for whatever reason, any granted software licenses and maintenance and support shall terminate, unless agreed otherwise in the Agreement or indicated otherwise in the applicable terms of the third party supplier. 
 
4.8 In case the Agreement is rescinded, any Services or other obligations already performed by or on behalf of 42on, are not part of the statutory obligations to undo (“ongedaanmakings verbintenissen”). Obligations already performed also includes delivered Products, such as hardware. 
 
4.9 If there is a ground for the Client to rescind an Agreement for the provision of Services, this does not create a ground to rescind an Agreement for the delivery of Products and vice versa. 
 
4.10 When the Agreement ends, all amounts due become immediately payable.
 
5. Performance of the Agreement 

5.1 42on will use its best endeavours (“zal zich inspannen”) to provide the Products and/or the
Services in accordance with the agreed specifications and in accordance with the indicated planning.
When performing the Services 42on does not have the obligation to deliver a result
(“resultaatverplichting”) unless this is explicitly agreed between the parties in writing. All (delivery)
terms and each planning is estimated in good faith based on the information available to 42on upon
conclusion of the Agreement. If 42on does not meet a (delivery) term or planning, this does not result
in 42on being in default (“verzuim”). The parties shall consult in case a (delivery) term or planning
might not be met. 

5.2 Any changes to the specifications requested by the Client must be laid down in writing and can
result in changes of the planning, of the provided Products and/or Services and/or the agreed fees. 

5.3 In all cases, 42on is only in default after the Client has issued 42on a notice of default setting out in
detail the default and the obligations to be fulfilled and granting 42on a reasonable term, of at least
fifteen (15) working days, to remedy the default. 

5.4 With regard to Products and/or Services of 42on’s suppliers, the terms and conditions of such third
parties, such as guarantees, repair and/or return policies, apply. 42on will inform the Client upon
request about the applicable terms and conditions. 

5.5 The Client has (a) until five (5) days for delivered Products and (b) ten (10) days for Services
provided to test whether the Products respectively the Services meet the agreed specifications. If the
Client does not within those inspection terms indicate, through submission of evidence detailing the
Defect, that there is a Defect, the Products and/or the Services are deemed accepted. The Products
and/or the Services are also deemed accepted upon the Client’s operational use thereof. Minor
Defects that do not affect the operational use by the Client cannot result in the Client withholding
acceptance. In case the Client indicates within the inspection terms, through submission of evidence
detailing the Defect, that it does not accept the Products and/or the Services, 42on will use it best
endeavours to remedy the Defects notified by the Client. After this, the Client shall have another five
(5) respectively ten (10) days to test whether the Products respectively the Services meet the agreed
specifications.
Minor Defects that do not affect the operational use by the Client cannot result in the Client
withholding acceptance. In case the Client does not, within the second inspection terms, indicate
through submission of evidence detailing the Defect, that it does not accept the Products and/or the
Services, they shall be deemed accepted. If, however, the Client does, within the second inspection
terms, indicate through submission of evidence detailing the Defect, that it does not accept the
Products and/or Services, 42on shall be granted one final term of at least fourteen (14) days to
remedy the Defect and, if still not remedied by 42on within that term, to terminate the Agreement for
the future (and thus not to rescind (“ontbinden”) the Agreement). 

5.6 42on is not obliged to remedy Defects in case of user mistakes or incompetent use and/or use in
violation of the provisions of the Agreement, the specifications, the documentation and in case the
Client without 42on’s consent makes or commissions a third party to make changes to the Products
and/or the Services, and/or in case the Products and/or Services are not available due to disturbances
or changes to hardware, software and communication network of the Client or third parties. 

5.7 42on does not guarantee that the Products and/or the Services are free from Defects or that they
will operate without error. 

5.8 42on cannot be obliged to provide maintenance and/or support on provided Products and/or
Services, this requires a separate maintenance and support (service level) Agreement, with 42on or
with its supplier. In case such an Agreement is concluded, the terms and conditions of such Agreement
apply to Defects that appear after delivery and acceptance as described in article 5.5, complemented
by the provisions of article 7.7 (maintenance and support) and the supplier’s terms and conditions, as
applicable. 

5.9 Any costs for recovery of data as a result of a Defect or any other cause, shall be borne by the
Client. 

5.10 42on is entitled to retain information, documents and data received from the Client, until all
outstanding amounts are paid. 

5.11 42on does not guarantee a 100% level of security, nor 100% uptime, because this depends on
several circumstances. If the parties agree on certain uptime percentages, these shall always exclude
maintenance windows. 

5.12 42on is entitled at its own discretion to decide which personnel it uses for the performance of the
Agreement, unless explicitly agreed otherwise with the Client in writing. 

5.13 In case 42on processes personal data in the context of the Services, and the Client wishes to
conclude a separate data processor agreement, 42on is entitled to request payment of additional fees
in relation to the performance of the obligations in such data processor agreement.

6. Client’s responsibilities 

6.1 The Client shall timely provide 42on with all requested information, facilities, technical access and
cooperation required for 42on to deliver the Products and/or to provide the Services. 

6.2 If the Client does not or not timely provide the requested information, facilities, technical access
and/or cooperation, or if the (technical) infrastructure is not available and/or does not meet the
required specifications and/or system requirements, or if the Client otherwise does not fulfil its
obligations, 42on is entitled to suspend the delivery of the Products and/or provision of the Services
until the Client has provided the requested information, facilities, access and/or cooperation and/or
resolved problems with the (technical) infrastructure and/or met its other obligations within a
reasonable term. 42on is entitled to invoice any costs made in relation to the above at its then current
fees. 

6.3 The Client is responsible for the operation and security of its own (technical) infrastructure,
including software and hardware and for this to meet the required specifications and/or system
requirements. 

6.4 Unless otherwise agreed between 42on and the Client in writing, the Client will itself install the
software and hardware and arrange, test, parameterize, configure and tune it and as required adapt
the hardware, software and user environment and create the (inter)operability required by the Client. 

6.5 The Client guarantees: 
6.5.1 that, in relation to the performance of the Agreement (i) it will make available a
sufficient number of personnel (whether employees or hired third parties); (ii) the personnel
will timely provide the requested assistance and input and make the required decisions; (iii) it
will use personnel authorized to take decisions on behalf of the Client; (iv) in case 42on’s
personnel provides Services the Client’s premises, the Client will provide the requested cooperation and facilities; 
6.5.2 that all information, documentation, data and input provided by the Client that are
relevant for the performance of the Agreement, are (i) correct, complete and up-to-date, (ii)
do not infringe third party (intellectual) property rights, and (iii) comply with applicable laws
and regulations; 
6.5.3 that, in case 42on processes personal data on behalf of the Client for the performance
of the Agreement, the applicable laws and regulations have been complied with; 
6.5.4 that
the person signing or otherwise confirming the Offer and/or the Agreement, is authorized to
bind the Client. The Client waives any rights it may have in relation to that person not being
authorized to bind the Client. 

6.6 In case of large or complex projects the Client will at 42on’s request co-operate with creating a
project board structure so that the Client’s and 42on’s personnel can regularly consult for the purpose
of controlling the planning, addressing problems that may arise during the project and taking decisions
with regard to such problems. Unless otherwise agreed between 42on and the Client in writing, 42on
is entitled to take the final decisions, if this is appropriate for the project’s proper progress.

7. Specific provisions for certain Services 

7.1 In addition to the other provisions of these General Terms and Conditions and the Agreement, the
provisions of this article apply for certain Services. 

7.2 Cloud solutions 
7.2.1 42on will use its best endeavours (“zal zich inspannen”) to deliver the cloud solution
(which also includes storage solutions) pursuant to the agreed specifications and other agreed
conditions. The Client acknowledges that cloud solutions depend on several circumstances
and developments and that 42on, without affecting the other provisions of these General
Terms and Conditions, cannot give any guarantees with regard to the operation of the
delivered cloud solution; it is delivered “as is”, “where is”, and for any Defects occurring after
delivery, the provisions of article 5.8 apply (a separate service level Agreement must be
concluded for this purpose).
7.2.2. Unless agreed otherwise between 42on and the Client, the cloud solution will be
installed on the Client’s hardware and the Client is responsible for the operation and
maintenance of that hardware, including all connected facilities such as electricity and
communication networks. Where 42on advises with regard to certain hardware, such advice
is at the Client’s own risk.
7.2.3 The below provisions regarding software (article 7.3), hardware (article 7.4), softwareas-a-service in case the software is maintained remotely (article 7.5) and maintenance and
support (article 7.7) are applicable to the delivery of software, hardware and support and
maintenance for a cloud solution. 

7.3 Delivery of software; where 42on delivers software, the following provisions apply: 
7.3.1 The Client is obliged to comply with third party license conditions. Where such third
party license conditions are in conflict with the provisions of these General Terms and
Conditions, the third party license conditions prevail, where they relate to the software.
Pursuant to the terms and conditions of the Agreement, the Client is granted a non-exclusive,
limited, unlienable, non-sublicenseable, non-transferable (unless transfer is allowed based on
applicable mandatory legal provisions) right to use the software for its own operations and
within its own organisation. The Client guarantees it will only use the software in accordance
with any (other) limitations indicated by 42on. Unless agreed otherwise in writing between
42on and the Client, the Client may not use the software to offer it as a software-as-a-service. 
7.3.2 The Client is entirely responsible for securing the hardware on which the software is
installed, which also includes access to the software and/or the software environment and/or
with which the software interfaces or is connected, and for preventing the software’s use in
violation of the license terms. Unless agreed otherwise in writing between 42on and the
Client, the software may only be installed and used on the Client’s own hardware. 
7.3.3 42on is entitled to make the use of the software subject to activation of a license key.
42on is at times, even without prior notice, to take technical measures to protect the
software against unauthorized use. The Client will never (have) remove(d) and/or (have)
circumvent(ed) such technical measures. 
7.3.4 In absence of a written test- and/or acceptance procedure, the provisions of article 5.5.
apply. 
7.3.5 Except in case of open source software with license conditions allowing disclosure of the
source code or unless explicitly agreed otherwise in writing between the Client and 42on, the
Client is not entitled to receive a copy of the source code of the software. 
7.3.6 Except as permitted by the applicable mandatory legal provision, or as permitted in the
applicable license conditions, (i) the Client may not reproduce, copy, translate, amend,
decompile, recreate, reconstruct or reverse-engineer the software without 42on’s prior
written consent; (ii) the Client may not remove or circumvent any security measures or
technical (use) limitations, (iii) where the Client intends to create an interface
(interoperability) with other software, the Client is required to ask 42on for the information
required to create such an interface and only where 42on does not timely provide such
information, the Client may use its legal right, if any, (iv) the Client is not entitled to register
or claim any intellectual property rights with regard to the software in its own name, (v) the
Client is not entitled to remove any 42on or third party property notices.
If the Client infringes the intellectual property rights of 42on or 42on’s licensor, this
constitutes a default under the Agreement. 
7.3.7 The Client is not allowed to rent out, sell or place liens or make available to any third
party in whatever manner and for whatever purpose the software, the software’s data
carriers or, as applicable, authenticity certificates. 

7.4 Hardware (Products); where 42on delivers hardware (Products) the following provisions apply: 
7.4.1. For Products delivered respectively provided by suppliers of 42on, the guarantee, repair
and/or return policies of the specific suppliers apply. Where such conditions are in conflict
with the provisions of these General Terms and Conditions, the third party conditions prevail,
where they relate to the Products. For the rest, these General Terms and Conditions are
complementary, unless 42on indicates otherwise. 
7.4.2. 42on retains title and interest (“eigendomsvoorbehoud”) in any of the Products until
the Client has fulfilled its obligations in relation to the delivery of the Products, the costs for
any ancillary Services and any claims 42on may have on the Client on the basis of the Client’s
default under the Agreement. Until that moment, the Client is only entitled to use the
Products in the context of its regular commercial activities, and is therefore not entitled to sell
the Products, give them in security or otherwise retract them from 42on’s property. The
retention of title does not expire due to the mere fact that 42on at any time does not have a
claim on the Client. As appropriate, the Client shall inform third party of 42on’s property
rights and inform 42on immediately upon a third party taking conservatory or enforcement
measures in relation to the Products. In case 42on can exercise its property rights in relation
to the Products, the Client grants 42on access to its premises and administration in order for
42on to retrieve the Products. 
7.4.3 The risk of damage or loss to the Products passes to the Client the moment these are
delivered to the Client. The Products are delivered at 42on’s or its supplier’s premises, unless
explicitly agreed otherwise between the Client and 42on in writing. 

7.5 Software-as-a-Service; where 42on provides software-as-a-service (application), the following
provisions apply: 
7.5.1 Pursuant to the terms and conditions of the Agreement and these Terms and
Conditions, the Client is granted a non-transferable, non-exclusive, non-sublicenseable,
limited right to use the application through an internet connection. 
7.5.2 42on will use its best endeavours (“zal zich inspannen”) to keep the application
available, however, 42on cannot guarantee the uptime of the application. A separate service
level Agreement, including an uptime percentage, is required. 42on reserves the right to
request payment of an extra fee in relation to such service levels. 
7.5.3 42on reserves the right to (temporarily) take the application offline for maintenance
purposes (by 42on or a third party). 42on will try to have such interruptions take place
outside office hours and will try to inform the Client thereof in advance. 
7.5.4 42on reserves the right to amend the application offline in order to enhance
functionalities and resolve any issues. 42on will use its best endeavours (“zal zich inspannen”)
to resolve any issues with the application but cannot guarantee that such issues can be
resolved. In case an amendment of the application causes a change in functionality, 42on will
inform the Client thereof. The Client cannot enforce any right to enhance and/or
improvement any of the application’s functionalities. 
7.5.5 In order to get access to the application, 42on may provide the Client with login details.
These login details are for the Client only and may not be made available to any third party.
The Clients is responsible for securing the log in details and ensuring that they are not access
by unauthorized persons. In case the Client suspects or knows that the log in details are or
may be available to an unauthorized person, the Client must inform 42on thereof as soon as
possible. In that case, 42on reserves the right to block access to the application with those log
in details. As a rule, 42on will provide the Client with new log in details but if the log in details
have been compromised more the twice, 42on reserves the right to block access to the
application permanently. 
7.5.6 42on will use its best endeavours (“zal zich inspannen”) to timely inform the Client of
changes in the specifications of internet browsers and other system requirements that are
required to use the application. In case of open source software, the Client is deemed to be
aware of such changes. 
7.5.7 When using the application, the Client will comply with the applicable laws and
regulations. In that respect, the Client is not allowed to use the application to do anything
illegal. 42on reserves the right, whether or not at a third party’s request, to remove and/or
amend certain contents in case this is deemed to be in violation of applicable laws and
regulations; 42on cannot be held liable for this, such without affecting the other liability
provisions in the General Terms and Conditions. 
7.5.8 Unless explicitly agreed otherwise between the Client and 42on in writing, 42on is not
obliged to make back-ups of data. 
7.5.9 The Client is not entitled to a “runtime” or “machine readable” version of the
application, nor its source code, unless 42on explicitly agrees in writing to deliver this. 

7.6 Hosting services Where 42on provides hosting Services, the following provisions apply: 
7.6.1 The terms and conditions of 42on’n hosting provider apply to the hosting Services.
Where such conditions are in conflict with the provisions of these General Terms and
Conditions, the third party conditions prevail, where they relate to the hosting. For the rest,
these General Terms and Conditions are complementary, unless 42on indicates otherwise. 
7.6.2 42on does not give any guarantees on uptimes. A separate service level Agreement,
including an uptime percentage, is required. 42on reserves the right to request payment of an
extra fee in relation to such service levels. 
7.6.3 Unless explicitly agreed otherwise between the Client and 42on in writing, 42on is not
obliged to make back-ups of data. 
7.6.4 The provisions of article 7.5.7 apply to applications and/or websites hosted for the
Client. 

7.7 Maintenance and support The below provisions apply to maintenance and support, such in
addition to a separate maintenance and support Agreement. 
7.7.1 42on will use its best endeavours (“zal zich inspannen”) to remedy Defects in the
software and resolve incidents as agreed in the maintenance and support Agreement but
cannot guarantee that such Defects can be remedied or all incidents can be resolved. 
7.7.2 In order to make use of the support, the Client is obliged to follow 42on’n or its
supplier’s release policy and always use the most recent release, or are otherwise indicated
by 42on. 42on is entitled to suspend the support Services in case the Client does not fulfil this
obligation. New releases are delivered “as is”, “where is” unless agreed otherwise in writing
and they are delivered in accordance with article 5.5. 42on or 42on’n supplier unilaterally
determines when new releases are issued. Only when 42on and the Client agree in writing,
42on will deliver new version with new functionality (upgrades). 
7.7.3 42on reserves the right to not provide maintenance and/or support in case of Defects
and/or incidents that are the result of, or relate to: (i) user mistakes or incompetent use,
which also includes errors in submitted data or in submitting the data; (ii) changes to the
software other than by or on behalf of 42on or unless it follows from the nature of the
software that it can be amended (.e.g. in case of open source software) and in that case only
within reasonable boundaries; (iii) use of the software u violation of the applicable terms and
conditions or the instructions in the documentation; (iv) non-timely notification of incidents;
(v) non-detailed or unreproducible Defects and/or incidents; (vi) if it concerns an old software
release which is no longer maintained by 42on; (vii) recovery of lost or compromised data;
(viii) other causes that are not attributable to 42on. If one of the above circumstances arises
and 42on provides maintenance or other Services, 42on is entitled to invoice the extra costs
for such Services on the basis of article 3.3, without affecting the Client’s obligation to pay the
regular fees for maintenance and support. 

7.8 Secondment Where 42on provides secondment Services, the following provisions apply: 
7.8.1 42on shall make available personnel during the terms and for the services as described
in the Agreement. Unless otherwise agreed between the Client and 42on in writing, 42on is
entitled to replace the seconded person with another person who has the same
qualifications, or, when the person is required for other activities, to terminate the
Agreement taking into account a one (1) month notice period. 
7.8.2 At the Client’s request, if, in the Client’s opinion the seconded person is not sufficiently
qualified, or when the person is absent during a certain period or has terminated his or her
services for 42on, 42on will use its best endeavours (“zal zich er voor inspannen”) to replace
the seconded person. 
7.8.3 The seconded person will perform the Services during regular office hours (see article
3.4) and will perform the Services as they are described in the Agreement. When the
seconded person at the Client’s request performs Services outside regular office hours or
outside the Services as agreed in the Agreement, 42on is entitled to invoice the extra costs for
such Services on the basis of article 3.3, for the then current fees (for Services outside regular
hours). 
7.8.4 The Client will ensure the seconded person’s working conditions are equal to those for
the Client’s own employees and the applicable laws and regulations. The Client is responsible
for ensuring a safe working environment. 
7.8.5 The seconded person will provide the Services only for the Client. The seconded person
will follow the Client’s reasonable instructions but cannot be obliged to perform Services that
are incompatible with the person’s assignment. The Client uses the result of the Services at its
own risk. 

7.9 Training. Where 42on provides trainings, the following provisions apply: 
7.9.1 42on reserves the right, upon notification to the Client, to cancel, reschedule or
combine a training or to change its location in view of the number of attendees. 
7.9.2 If an attendee cancels a training or does not show up, 42on reserves the right to invoice
the full training costs.

8. Limitation of Liability 

8.1 42on’s liability for Defects is at all times limited as set out in article 5.5., and for Products also
limited as set out in article 7.4. 

8.2 42on’s liability for damage caused by an attributable default under the Agreement or otherwise, is
limited to damage caused by the persons charged with 42on’s daily operations (and thus not for
example for damage caused by 42on’s suppliers or hired third parties). The persons charged with
42on’s daily operations cannot themselves be held personally liable for such damage. 

8.3 42on’s liability is furthermore limited to liable for direct damages only. “Direct damages” includes
only damages to movable property (“zaken”), including the Client’s hardware. In no event can 42on be
held liable for other types of damage, whether this is caused by 42on itself, suppliers or hired third
parties. Other damage than direct damage includes without limitation loss of revenue, loss of profits,
loss of or damage to data, loss of customers, claims from customers, damage to software, damage as a
result of delay, loss resulting from interruption or discontinuation of business operations, loss of or
damage to information systems. 

8.4 Furthermore, 42on’s liability is limited to the fees, excluding VAT, paid by the Client to 42on
pursuant to the Agreement or, in case of a long term Agreement or relationship, paid to 42on during
the six (6) month period prior to the event that caused the damage. 42on’s total, aggregate liability for
all damage suffered by the Client is limited to a maximum amount of EUR 50,000 (fifty thousand
euro’s). 

8.5 The above liability limitations do not apply in case the damage is the result of the intent or willful
recklessness (“bewuste roekeloosheid”) of the persons charged with 42on’s daily operations. 

8.6 As soon as possible but ultimately within one (1) month after becoming aware of the cause of the
damage, the Client has to notify 42on thereof, in absence of which the claim expires. Any claim
for reimbursement of damages has to be initiated against 42on within 6 months after the Client
became aware, or should have reasonably become aware of the damage, in absence of which the
claim expires. 

8.7 Third parties hired by 42on in relation to the performance of the Agreement are entitled to invoke
the liability limitation in this article against the Client. 42on is entitled to invoke the liability limitation
of this article against third parties involved with the performance of the Agreement. 

8.8 The Client indemnifies and holds harmless 42on from all third party claims, including without
limitation legal fees, fines and settlement amounts, relating to the Client’s acts and/or omissions or
which are otherwise attributable to the Client.

9. Force majeure 

9.1 In case of force majeure the parties are entitled to suspend their obligations under the Agreement. 

9.2 If the force majeure condition continues during a period of 90 consecutive days, the other party is
entitled terminate the Agreement for the future (“opzeggen”) in whole or in part, without the party
affected by the force majeure circumstances being obliged to pay any damages. 

9.3 The following circumstances are in any case deemed force majeure circumstances on the part of
42on: failure of electricity supplies, failure or errors in communication networks including the internet,
lack of personnel, strikes, illness of personnel, force majeure or default of suppliers or hired third
parties, war, terrorist attackers, fire, explosion, flood. 

10. Intellectual Property Rights 

10.1 All intellectual property rights in relation to the Products and the Services and the results thereof
shall vest in 42on or its licensors and shall not be transferred to the Client. Where 42on explicitly
agrees in writing to transfer intellectual property rights to the Client in whole or in part, such transfer
is always subject to payment of the invoices for the Product, the Services and/or other fees, such as
for the transfer of the intellectual property rights. 

10.2 Irrespective of whether the intellectual property rights have been transferred to the Client, 42on
is entitled at all times to use the know-how acquired through the provision of the Services, taking into
account however that confidential information may not be disclosed to third parties. 

10.3 42on indemnifies the Client from claims from third parties that its intellectual property rights are
infringed by the use of the Product and/or the Service, provided that (i) the Client immediately
informs 42on of such claim and (ii) allows 42on to take over the defence against the claim. 

10.4 In case it is irrevocably determined by a court that third party intellectual property rights are
infringed by the use of a Product and/or a Service, 42on is entitled, in addition to the above indemnity,
to (i) procure the right to continue the use of the Product and/or the Service, (ii) to replace the specific
Product and/or Service with one that does not infringe such third party intellectual property rights or,
if the above alternatives are not commercially viable, (iii) terminate (“opzeggen”) the Agreement. 

10.5 In case 42on has to make use of software licensed by the Client in the context of providing the
Services, the Client guarantees that it is authorized to make such software available to 42on. The
Client indemnifies and holds harmless 42on from claims from third parties in relation to such software. 

11. Confidentiality 

11.1 Each party will keep confidential information that is disclosed by the party and which is marked
as confidential or is of an apparent confidential nature, and will not disclose such confidential
information to any third party without the other party’s prior consent. Furthermore, each party will
only make such confidential information available to its personnel on a need to know basis, in relation
to the performance of the Agreement. The parties will impose this duty of confidentiality on the
personnel working with the confidential information. 

11.2 The above confidentiality obligations do not apply where:
(i) the confidential information was already rightfully known to the receiving party, either on
its own or through a third party;
(i) the confidential information was independently created by the receiving party without any
knowledge of the other party’s confidential information;
(ii) the confidential information was purposefully brought into the public domain by the
disclosing party.

12. Applicable law and dispute resolution 

12.1 These General terms and Conditions, the Agreement and any conflicts arising in connection therewith are solely governed by the laws of the Netherlands, excluding its conflict laws. The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) does not apply. 

12.2 Each party is entitled to submit a dispute between the parties to the “Stichting Geschillenoplossing Automatisering” (“SGOA”) for mediation. The other party will in that case participate actively in at least one session to try and resolve the dispute. 

12.3 When the mediation does not lead to a resolution of the dispute, each party is entitled to choose to submit the dispute either to the SGOA (seat The Hague) for arbitration or the civil court. This does not affect each party’s right to conservatory measures and/or to initiate (arbitral) interlocutory proceedings (“kort geding”). If a party has submitted the dispute to the SGOA or the civil court, the other party is obliged to submit a counterclaim at the SGOA respectively the civil court where the first party had submitted the dispute. A dispute before the civil court always has to be submitted to the court in Utrecht. 

12.4 The foregoing does not affect the parties’ obligations to use their best endeavors to try and solve a conflict amicably. 

13. Miscellaneous 

13.1 The Agreement constitutes the entire agreement between the parties concerning the Products and/or Services and replace all prior oral or written agreements between the parties. 

13.2 These General Terms and Conditions can be amended by 42on. The Client will be informed at least one month in advance in writing of such intended amendments. During this one month term, the Client is entitled to terminate the Agreement for the future (“opzeggen”), in absence of which the amendment becomes effective per the effective date. 

13.3 In case a provision from these General Terms and Conditions and/or the Agreement is not valid, this does not affect the validity of the other provisions. The affected provision will be deemed replaced by a valid provision which is closest to the intention of the original provision. 

13.4 42on is entitled to subcontract (parts of) the Agreement to subcontractors and in so far as necessary, the hereby gives its consent thereto. 42on is entitled to transfer its rights and obligations pursuant to the Agreement to a third party and the Client provides its co-operate and consent to such transfer in advance. Articles 7:404, 7:407 sub 2 and 7:409 of Dutch Civil Code (“Burgerlijk Wetboek”) explicitly do not apply. The Agreement is performed for the Client only. Third parties may not rely on the Services nor obtain any rights in relation thereto. 

13.5 Notices between the parties are to be sent in writing using the contact details and contact person so indicated by each party. Where these General Terms and Conditions use the term “in writing” this also applies to emails or another electronic method with receipt confirmation. 

13.6 During the term of the Agreement and during a period of 12 months after the Agreement has ended, the Client shall not directly or indirectly (through affiliated persons or legal entities) hire any of 42on’s personnel involved in the performance of the Agreement. When the Client violates this prohibition, the Client is obliged to pay a lump sum fee of € 100.000 (one hundred thousand euro’s). 

13.7 Information from 42on’s administration will be regarded as full evidence of the 42on’s activities. 

13.8 These General Terms and Conditions are a translation. The Dutch text of the General Terms and Conditions prevails, unless 42on invokes a certain provision from the translated version. 

13.9 When the Client is not established in The Netherlands, the Client agrees that articles 6:232, 234 and 244 of the Dutch Civil Code (“Burgerlijk Wetboek”) apply. 13.10 If a party at any time does not invoke a provision of the Agreement or these General Terms and Conditions, this does not constitute a waiver of such provision.