General Terms and Conditions of Delivery Roltex B.v.

Chapter 1: general provisions

1. APPLICABILITY

These general terms and conditions apply to all offers and agreements whereby Roltex B.V., having its registered office and place of business at 6361 HK Nuth on Daelderweg 25 (Chamber of Commerce number 14031726), delivers goods and/or services of any nature and under any denomination to the customer.
These general terms and conditions also apply to all current and future Roltex B.V. affiliates.
Roltex B.V. is authorised to make amendments to these general terms and conditions. These changes will take effect after they have been communicated to the customer, but in any case after they have been filed. The applicability of Customer's purchasing or other conditions is expressly rejected.
If any provision of these general terms and conditions is null and void or annulled, the other provisions of these general terms and conditions will remain in full force. Roltex B.V. and the Customer shall in such case consult with a view to agreeing new provisions to replace the void or nullified provisions, taking into account the purpose and purport of the void or nullified provisions as much as possible.
All offers and other expressions of Roltex B.V. are without obligation, unless otherwise indicated by Roltex B.V. in writing.

2. PRICE AND PAYMENT

All prices are exclusive of sales tax (VAT) and other levies imposed or to be imposed by the government and are in euros and must be paid therein.
No rights or expectations can be derived by the customer from a pre-calculation or budget issued by Roltex B.V. or a budget issued by the customer and cannot be regarded as a fixed price, unless the parties have agreed otherwise in writing.
With respect to the performances rendered by Roltex B.V. and the amounts owed by the Customer for these performances, the data from Roltex B.V.'s administration constitute full proof, without prejudice to the Customer's right to provide evidence to the contrary.
If there is a periodic payment obligation on the part of the Customer, Roltex B.V. is entitled to index the agreed prices and rates once a year - for the first time in January of the year following the year in which the Agreement commenced, unless another date is specified in the Agreement - with a percentage equal to the CBS index Cao-lonen), 2000=100 series, as published by Statistics Netherlands. In addition to this indexation and with due observance of any statutory price regulations, Roltex B.V. is entitled to make interim changes to the prices and rates in writing with due observance of a period of at least three months, even if the change takes place as a result of circumstances already foreseen when the Agreement was concluded. Roltex B.V. will communicate any increase or decrease in writing and with reasons. In the event of an increase of more than the indexation percentage as mentioned above, the Customer is entitled, within one (1) month from the date of the written announcement by Roltex B.V., to terminate the Agreement on that ground with effect from the date on which the new prices and/or rates would come into force. During the latter period, the price will remain the same for Customer as the price that applied before the price change, increased by the index percentage.
The parties shall set out in the Agreement the date or dates on which Roltex B.V. will charge the customer for the agreed performance. Amounts due shall be paid by Customer in accordance with the payment terms stated on the invoice and/or order. Customer shall not be entitled to set off amounts due.
If the customer fails to pay the amounts due or fails to pay them on time, the customer will owe statutory interest for trade agreements on the outstanding amount, without a reminder or notice of default being required. If, after a demand for payment or notice of default, the customer remains in default, Roltex B.V. may pass on the claim for collection, in which case, in addition to the total amount then due, the customer shall also be obliged to pay all judicial and extrajudicial costs, including all costs calculated by external experts. The foregoing is without prejudice to Roltex B.V.'s other statutory and contractual rights.

3. TERM OF THE AGREEMENT

If and to the extent that the agreement concluded between the parties is a continuing performance agreement, the agreement is entered into for the term agreed between the parties, failing which the term of one year shall apply.
The term of the Agreement is tacitly renewed each time for a term of one year, unless the customer or Roltex B.V. has agreed to the Agreement in writing
terminates subject to three months' notice before the end of the relevant period.
Roltex B.V. is entitled at all times - to the extent applicable in deviation from the provisions of Article 7: 408(2) of the Dutch Civil Code and without prejudice to its other rights - to terminate an Agreement prematurely if the Customer does not sufficiently fulfil its cooperation and/or information obligations or otherwise impedes a successful and/or timely and/or correct performance of the Agreement by Roltex B.V.

4. CONFIDENTIALITY AND TAKEOVER OF STAFF

The Customer and Roltex B.V. shall ensure that all information received from the other party that is known or reasonably should be known to be of a confidential nature shall remain secret. This prohibition does not apply to Roltex B.V. if and insofar as providing the relevant data to a third party is necessary pursuant to a court order, a statutory regulation or for the proper performance of the Agreement by Roltex B.V.. The party receiving confidential data shall only use it for the purpose for which it was provided. Information shall in any event be considered confidential if it is designated as such by one of the parties.
The Customer acknowledges that the software originating from Roltex B.V. is always of a confidential nature and contains trade secrets of Roltex B.V., its suppliers or the producer of the software.
During the term of an Agreement as well as for one year after its termination, the Customer is not permitted, without Roltex B.V.'s prior written consent, to employ Roltex B.V.'s employees who are or have been involved in the execution of the Agreement or otherwise have them work for him, directly or indirectly, whether or not for payment. This consent may be subject to conditions, including the condition that the Customer pays Roltex B.V. a reasonable fee.
Without prejudice to Roltex B.V.'s right to performance and compensation for damage suffered, the Customer shall forfeit to Roltex B.V. an immediately due and payable penalty of €
10,000 (ten thousand Euros) per day or part of a day that Customer fails to comply with any of the obligations referred to in clause 4.3,
default in whole or in part.

5. PRIVACY AND DATA PROCESSING

If the documents and/or other data carriers to be made available by the Customer to Roltex B.V. in the context of the performance of the Agreement contain personal data within the meaning of the General Data Protection Regulation ("AVG"), the Customer shall provide Roltex B.V.
giving prior written notice.
Furthermore, if necessary for the execution of the Agreement, the Customer shall, if requested, inform Roltex B.V. in writing about the manner in which the Customer fulfils its obligations under the applicable privacy legislation with respect to the processing of personal data. Otherwise, any processing of personal data shall take place in accordance with the provisions of Chapter 7 of these General Terms of Delivery. Roltex B.V. may use (personal) data for its own purposes, such as, but not limited to, conducting scientific or statistical research into the quality of its services and/or sell this data to third parties, provided that this data is in a form that cannot be traced back to a natural person.
Roltex B.V. undertakes, following a notification as referred to in Article 5.1 of these General Terms of Delivery:
a. Never to provide personal data to third parties or to give a third party access to them, except with the consent of the customer or a legal obligation to do so.
b. Process personal data only in the context of the purpose of the agreement and only for the purposes described in the agreement and/or in these general terms and conditions of delivery.
c. Comply with the General Data Protection Regulation ("AVG") when processing personal data.

6. SECURITY

If Roltex B.V. is obliged under the Agreement to provide some form of information security, such security shall comply with the specifications on security agreed between the parties in writing. Roltex B.V. does not guarantee that the information security is effective under all circumstances. In the absence of an expressly defined form of security in the Agreement, the security shall comply with a level that is not unreasonable in view of the state of the art, the sensitivity of the data and the costs associated with the provision of security.
The access or identification codes and certificates provided to Customer by or on behalf of Roltex B.V. are confidential and shall be treated as such by Customer and shall only be disclosed to authorised personnel from Customer's own organisation. Roltex B.V. is entitled to change assigned access or identification codes and certificates.
Customer shall adequately secure its systems and infrastructure and have anti-virus software in operation at all times.
Roltex B.V. has the right to push security updates where deemed desirable or necessary by it. The Customer is responsible for ensuring that all software updates are installed on time. If this is not done, Roltex B.V. cannot guarantee the continuity of its services.

7. RETENTION OF TITLE AND RIGHTS AND SUSPENSION

All goods and/or rights delivered to the Customer (insofar as these are granted or transferred), shall remain the property of Roltex B.V. until all amounts due by the Customer to Roltex B.V. under the Agreement concluded between the parties have been paid to Roltex B.V. in full. A Customer acting as a reseller shall be allowed to sell and resupply all goods subject to Roltex B.V.'s retention of title to the extent customary in the normal course of its business.
If the customer is in default pursuant to Article 2 and/or fails to actually take delivery of the goods, the goods will remain the property of Roltex B.V. until the interest pursuant to Article 2.6 has also been paid in full, as well as any penalties and/or storage costs. In the event that Roltex B.V. has also carried out work to be paid for as part of the concluded Agreement, the delivered goods shall remain the property of Roltex B.V. until the Customer has (also) paid all related and due claims, including claims for non-fulfilment or improper fulfilment.
As long as the ownership of the delivered items has not yet been transferred to the Customer, but the Customer has already acquired actual control over them, the Customer is obliged during that period to ensure that these items remain in the same condition and quality as they were at the time of delivery and/or delivery, as well as to ensure that these items are and will remain individualisable in favour of Roltex B.V.'s property rights.
The Customer is obliged to insure the delivered/shipped goods against fire, explosion and water damage as well as theft and to make the insurance policies available to Roltex B.V. for inspection on Roltex B.V.'s first request, failing which the Customer is obliged to reimburse Roltex B.V. for all resulting damage. The Customer is obliged to pledge to Roltex B.V., at Roltex B.V.'s first request, all claims or receivables from the insurer under the insurance policies mentioned in this paragraph, all this subject to the legal establishment requirements for this purpose as referred to in Article 6:239(1) of the Dutch Civil Code, as additional security for all Roltex B.V.'s claims against the Customer that are not covered by the retention of title pursuant to this article. The costs of establishing the pledge referred to in the first sentence shall be borne by the customer, unless expressly agreed otherwise in writing. The provisions of this article apply accordingly to claims of customer against one or more of its customers and/or other third parties.
Roltex B.V. may retain the data, documents, software and/or data files received or realised under the Agreement, despite an existing obligation to surrender or transfer them, until the Customer has paid all amounts due to Roltex B.V.

8. RISK TRANSFER

The risk of loss, theft, embezzlement or damage to items, data (including user names, codes and passwords), documents, software or data files manufactured, delivered or used in the context of the execution of the agreement shall pass to customer at the time they are placed under the actual control of customer or a helper of customer.

9. INTELLECTUAL PROPERTY

If Roltex B.V. is prepared to undertake to transfer an intellectual property right, such an undertaking can only be made expressly in writing. If the parties have expressly agreed in writing that an intellectual property right in respect of software, web shops, websites, data files, equipment or other materials developed specifically for the Customer shall be transferred to the Customer, this shall not affect Roltex B.V.'s right or ability to use the parts, general principles, components underlying that development,
ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like, to be used and/or exploited for other purposes, either for itself or for third parties, without any restrictions. Nor does the transfer of an intellectual property right affect Roltex B.V.'s right to make developments for itself or a third party that are similar or derived from those made or to be made for the benefit of the Customer. Roltex B.V. guarantees that the software, web shops, websites, data files, equipment or other materials developed by it do not infringe any intellectual property right of (a) third party(ies).
All intellectual property rights to the software, web shops, websites, data files, equipment, training, testing and examination materials or other materials, such as analyses, designs, documentation, reports, offers, as well as preparatory materials thereof, developed under the Agreement or made available to the Customer, are vested exclusively in Roltex B.V., its licensors or its suppliers. The Customer shall acquire the rights of use expressly granted by these General Terms and Conditions, the written agreement concluded between the parties and the law. Any right of use granted to the Customer is non-exclusive, non-transferable, non-pledgeable and non-licensable.
Customer shall not (cause to) remove or change any indication(s) concerning the confidential nature or concerning copyrights, brands, trade names or any other right of intellectual property from the software, websites, data files, equipment or materials.
Even if the Agreement does not expressly provide for this, Roltex B.V. is always permitted to install technical provisions to protect equipment, data files, web shops, websites, software made available, software to which access is provided to the Customer (directly or indirectly), and the like in connection with an agreed limitation in the content or duration of the right to use these objects. Customer shall not remove such technical provision(s) or have them removed or bypassed.
The Customer warrants that no third party rights oppose the provision to Roltex B.V. of equipment, software, material intended for websites or web shops, data files and/or other materials and/or designs for the purpose of use, maintenance, adaptation, installation or integration. The Customer shall indemnify Roltex B.V. against any claim by a third party based on the allegation that such provision, use, maintenance, adaptation, installation or integration infringes any right of that third party.
Roltex B.V. shall never be obliged to perform data conversion, unless expressly agreed in writing with the Customer.

10. TERMS

Roltex B.V. will make every reasonable effort to meet the (delivery) periods and/or (completion) dates indicated by it or agreed between the parties. Any interim (completion) dates mentioned by Roltex B.V. or agreed between the parties are target dates, are not binding for Roltex B.V. and are always of an indicative nature; deadlines and dates are - insofar as they are applicable - also binding for Roltex B.V..
notwithstanding the provisions of Section 6:83(a) of the Civil Code - only be of a fatal nature if the parties have expressly agreed so in writing
notwithstanding and with specific reference to the provisions of this paragraph.
If the exceeding of any term is imminent, Roltex B.V. and the customer will consult to discuss the consequences of the exceeding for further planning.
In all cases - therefore also if the parties have agreed on a final (delivery) term or (completion) date, other than a fatal term agreed in writing as referred to in the previous paragraph - Roltex B.V. shall not be in default for exceeding the time limit until the Customer has given Roltex B.V. a written notice of default, whereby the Customer gives Roltex B.V. a reasonable term to remedy the shortcoming (on the agreed items) and this reasonable term has expired. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Roltex B.V. is given the opportunity to respond adequately.
If it has been agreed that the performance of the agreed work will take place in phases, Roltex B.V. is entitled to postpone the start of the work belonging to a phase or, if it has already started the work of a subsequent phase, to suspend this work until the customer has approved the results of the preceding phase in writing.
Roltex B.V. is not bound by a deadline (delivery) date or term or a fatal term agreed in writing or otherwise, if the parties have agreed on a change to 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 fails to fulfil its obligations arising from the Agreement, or fails to do so on time or in full. The fact that (the demand for) additional work arises during the execution of the agreement shall never be a ground for customer to terminate or dissolve the agreement.

11. DISSOLUTION AND TERMINATION OF THE AGREEMENT

Each of the parties shall only be authorised to dissolve the agreement on account of an attributable failure in the performance of the agreement if the other party, in all cases after a written notice of default which is as detailed as possible and in which a reasonable period is given to remedy the failure, imputably fails to comply with essential obligations under the agreement. Customer's payment obligations and all obligations to cooperate and/or provide information by customer or a third party to be engaged by customer.
switching third parties apply in all cases as substantive obligations under the agreement.
If, at the time of dissolution, the Customer has already received performance in execution of the Agreement, this performance and the related payment obligations shall not be subject to cancellation, unless the Customer proves that Roltex B.V. is in default with respect to the essential part of that performance. Amounts that Roltex B.V. has invoiced before the dissolution in connection with what it has received in performance of the
agreement has already been duly performed or delivered, shall, subject to the provisions of the previous sentence, remain unaffected
due and become immediately payable at the time of dissolution.
If a Contract, which by its nature and content does not end in fulfilment, has been entered into for an indefinite period of time, it can be terminated in writing by each of the parties after proper consultation, stating the reasons, with due observance of a term of [6] months, unless another term is stipulated in the Contract. Roltex B.V. shall never be obliged to pay any compensation on account of termination.
Customer is - as far as applicable in deviation from the provisions of article 7: 408 of the Dutch Civil Code - not entitled to prematurely terminate an assignment contract entered into for a definite period.
Either party can terminate the contract in writing with immediate effect, in full or in part, without notice of default, if the other party is granted a provisional or non-provisional suspension of payments, if bankruptcy is applied for in respect of the other party or if the other party's company is wound up or terminated other than for the purpose of reconstruction or amalgamation of companies. Because of the termination referred to in this paragraph, Roltex B.V. shall never be obliged to refund monies already received or to pay damages. If the Customer is irrevocably declared bankrupt, the Customer's right to use the provided software, webshop, websites and the like, as well as the Customer's right to access and/or use Roltex B.V.'s services, shall terminate without any notice of termination being required from Roltex B.V.

12. LIABILITY OF ROLTEX B.V.

Roltex B.V.'s total liability on account of an attributable failure in the performance of the Agreement or on any legal ground whatsoever, expressly including any failure in the fulfilment of a guarantee obligation agreed with the Customer and indemnification issued by Roltex B.V., shall be limited to compensation for direct damage up to a maximum of the amount of the price stipulated for that Agreement
(excluding VAT). If the agreement is primarily a continuing performance agreement with a term of more than one year, the rate for that agreement shall be
price stipulated at the total of the fees (excluding VAT) stipulated for one year. The liability of Roltex B.V. is in any event
always limited to the amount paid out by Roltex B.V.'s insurer in the relevant case.
Roltex B.V.'s liability for indirect damage, consequential damage, loss of profit, lost savings, loss of goodwill, damage due to business interruption, damage resulting from claims by the Customer's customers, damage relating to the use of third-party items, materials or software prescribed by the Customer for Roltex B.V. and damage relating to the use of suppliers prescribed by the Customer for Roltex B.V. and damage resulting from mains voltage effects is excluded. Also excluded is any liability of Roltex B.V. related to mutilation, destruction or loss of data or documents partly as a result of -but not limited to- occurring viruses. This exclusion applies both to the legal relationship between Roltex B.V. and the Customer and to the Customer's relationship with a third party.
The exclusions and limitations of Roltex B.V.'s liability described in article 12.1 to 12.2 shall in no way affect Roltex B.V.'s other exclusions and limitations of liability described in these general terms and conditions.
The exclusions and limitations referred to in Articles 12.1 to 12.3 shall lapse if and insofar as the damage is the result of Roltex B.V.'s intent or deliberate recklessness.
Unless performance by Roltex B.V. is permanently impossible, Roltex B.V.'s liability due to an attributable shortcoming in the fulfilment of an Agreement shall arise only if the Customer immediately gives Roltex B.V. written notice of default, setting a reasonable deadline for remedying the shortcoming, and Roltex B.V. continues to be attributably in breach of its obligations even after that deadline. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Roltex B.V. is given the opportunity to respond adequately.
A condition for the creation of any right to compensation is always that the customer reports the damage to Roltex B.V. in writing as soon as possible after it arises. Any claim for damages against Roltex B.V. shall lapse by the mere expiry of twelve months after the claim arose.
Customer shall indemnify Roltex B.V. against all third party claims for product liability as a result of a defect in a product or system supplied by Customer to a third party that partly consisted of equipment, software or other materials supplied by Roltex B.V., unless and insofar as Customer proves that the damage was caused by that equipment, software or other materials.
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 engaged by Roltex B.V. in the execution of the Agreement.

13. OVERVIEW

Neither party is obliged to fulfil any obligation, including any legal and/or agreed warranty obligation, if it is prevented from doing so as a result of force majeure. Force majeure on the part of Roltex B.V. shall include: (i) force majeure of Roltex B.V.'s suppliers, (ii) failure to properly fulfil the obligations of suppliers prescribed by the Customer to Roltex B.V., (iii) defectiveness of goods, equipment, software or materials of third parties, the use of which has been prescribed by the Customer to Roltex B.V., (iv) government measures, (v) electricity failure, (vi) failure of the Internet, data network or
telecommunication facilities, (vii) war and (viii) general transport problems.
If a force majeure situation lasts longer than sixty days, either party has the right to dissolve the agreement in writing. What has already been performed under the agreement shall in that case be settled proportionally, without the parties owing each other anything else.

14. MODIFICATION AND ADDITIONAL WORK

If Roltex B.V. has carried out work or other performances that fall outside the content or scope of the agreed work and/or performances at the request or with the prior consent of the Customer, such work or performances shall be reimbursed by the Customer in accordance with the agreed rates and, failing this, in accordance with Roltex B.V.'s usual rates. Roltex B.V. is not obliged to comply with such a request and it may require that a separate written agreement be concluded for this purpose.
Insofar as a fixed price has been agreed for the provision of services, Roltex B.V. shall, upon request, inform the Customer in writing of the financial consequences of the additional work or performance referred to in this article.

15. TRANSFER OF RIGHTS AND OBLIGATIONS

Customer shall never sell, transfer or pledge its rights and obligations under the agreement to a third party.
Roltex B.V. is entitled to sell, transfer or pledge its claims for payment of fees to a third party.

16. APPLICABLE LAW AND DISPUTES

The Agreements between Roltex B.V. and the Customer shall be governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.
Disputes arising from the agreement concluded between the parties and/or further agreements resulting therefrom may be settled by mutual agreement:
1. by arbitration in accordance with the Arbitration Rules (as in force on the date of initiation of arbitration) of the Stichting Geschillenoplossing Automatisering (SGOA), having its registered office in The Hague, or,
2. by means of an ICT-Mediation procedure in accordance with the ICT-Mediation Regulations of the Foundation for the Settlement of Automation Disputes (Stichting Geschillenoplossing Automatisering) in force - at the time the mediation is initiated,
3. all this without prejudice to the right of each of the parties to request a provision for interim or arbitral proceedings, without prejudice to the right of each of the parties to take precautionary legal measures and without prejudice to the right to submit the dispute to the competent court at
Limburg court.

Chapter 2: buying equipment

The provisions contained in this chapter 'Purchase of Equipment' shall, in addition to the General Provisions of these general terms and conditions, apply if Roltex B.V. sells equipment of any kind and/or other items (material objects) to the customer, such as payment terminals, safes, cash registers, tablets, counting machines, etc.

17. PURCHASE AND SALE

Roltex B.V. shall sell the equipment and/or other items according to their nature and number as agreed in writing, as Customer purchases them from Roltex B.V.
Roltex B.V. does not guarantee that the equipment and/or goods are suitable for the actual and/or customer's intended use upon delivery, unless the written agreement clearly specifies the purposes of use without reservation.
Roltex B.V.'s obligation to sell does not include assembly and installation materials, software, consumables and user articles, batteries, stamps, ink (cartridges), toner articles, cables and accessories.
Roltex B.V. does not guarantee that the assembly, installation and usage instructions accompanying the equipment and/or items are without error and that the equipment and/or items possess the properties stated in these instructions.

18. DEPARTMENT

Equipment and/or goods sold by Roltex B.V. to the Customer will be delivered to the Customer ex warehouse. Only if this has been agreed in writing, Roltex B.V. will deliver the goods sold to the Customer or have them delivered to a location to be designated by the Customer. In that case, Roltex B.V. shall inform the customer, if possible in good time before the delivery, of the time at which it or the engaged carrier intends to deliver the equipment and/or goods.
The purchase price of the equipment and/or items does not include the costs of transport, insurance, hoisting and lifting, hiring temporary facilities, etc. These costs will be charged to the customer where applicable.
If the Customer requests Roltex B.V. to remove old materials (such as networks, cabinets, cable ducts, packaging materials, equipment) or if Roltex B.V. is legally obliged to do so, Roltex B.V. can accept this request by means of a written order at its usual rates. If and insofar as Roltex B.V. is not permitted by law to demand payment of a fee, it shall not demand this fee from the Customer in such cases.
If the parties have agreed this in writing, Roltex B.V. will (have) the equipment and/or items installed, configured and/or connected. Any obligation to install and/or configure equipment by Roltex B.V. does not include performing data conversion and installing software. Roltex B.V. is not responsible for obtaining any necessary permits.
Roltex B.V. is always entitled to execute the Agreement in partial deliveries.

19. STORAGE AND LIEN

If the customer refuses to accept the delivered goods and/or refuses to cooperate in their delivery, Roltex B.V. is authorised to store these goods at the customer's expense. Roltex B.V. will inform the customer of the storage as soon as possible afterwards, in writing or otherwise. Goods stored as referred to in the first sentence are deemed to have been delivered or delivered to the customer and are at the customer's risk from the moment of storage.
In the event that Roltex B.V. applies the provisions of paragraph 1, both the invoice for the storage costs and the invoice for the delivered goods shall be immediately due and payable in full. For each day - after the notification referred to in paragraph 1 of this article has taken place - that the client refuses to actually take delivery of the ready goods, it shall be liable to pay the user a penalty of €100 per day, up to a maximum of €10,000. Roltex B.V. shall be entitled to claim both fulfilment of all payment and/or purchase obligations and the penalty already due, without prejudice to Roltex B.V.'s right to additional damages. The applicability of the provisions of Articles 6:92 to 6:94 of the Dutch Civil Code is hereby excluded.
Roltex B.V. is entitled to suspend its obligation to deliver the stored goods until the due invoices and the penalty referred to in paragraph 2 of this article have been paid in full by the Customer and also until all of Roltex B.V.'s due and payable claims under previous and/or subsequent Agreements concluded, or for any other reason, have been paid, expressly including all Roltex B.V.'s claims due to the Customer's failure to fulfil its obligations or to fulfil them properly.
If any goods are presented to Roltex B.V. for repair and/or maintenance, Roltex B.V. is entitled to suspend the obligation to deliver those goods until the due and payable invoices relating to these activities have been paid in full, as well as until all that the Customer has paid in respect of earlier and/or later Agreements concluded and/or on any other account, expressly including all Roltex B.V.'s claims due to the Customer's failure to fulfil its obligations or to fulfil them properly.
In the event that Roltex B.V. has any of the Customer's goods in its possession for any other reason, it is also entitled to suspend the obligation to hand over those goods until the Customer has met all of Roltex B.V.'s due and payable claims on the Customer - whether or not by virtue of the provisions of this article -.

20. ENVIRONMENTAL REQUIREMENTS

Customer shall ensure an environment that meets the requirements specified by Roltex B.V. for the equipment and/or items, including temperature, humidity and technical environmental requirements.
Customer shall ensure that work to be performed by third parties, such as construction work, is carried out adequately and on time.

21. GUARANTEE

Roltex B.V. shall make every effort to repair material and manufacturing defects in the sold equipment and/or other sold goods, as well as in parts supplied by Roltex B.V. as part of the guarantee, within a reasonable period of time and free of charge if these defects are reported to Roltex B.V. within a period of three months after delivery and described in detail. If, in Roltex B.V.'s reasonable opinion, repair is not possible, will take too long or if repair would involve disproportionately high costs, Roltex B.V. shall be entitled to replace the equipment and/or the goods free of charge with other, similar, but not necessarily identical equipment and/or goods.
Data conversion necessary as a result of repair or replacement is not covered by the warranty. All replaced parts shall become the property of Roltex B.V.. The warranty obligation shall lapse if any defects in the equipment, items or parts are entirely or partially the result of incorrect, careless or incompetent use, external causes such as fire or water damage, or if the Customer makes changes or has changes made to the equipment or the parts supplied by Roltex B.V. under the warranty without Roltex B.V.'s consent. Roltex B.V. shall not withhold such consent on unreasonable grounds.
Any other or further appeal by customer for non-conformity of the delivered equipment and/or items than the provisions of article is excluded.
Costs of work and repair outside the scope of this guarantee will be charged by Roltex B.V. in accordance with its usual rates.
Roltex B.V. has no obligation under the purchase agreement in respect of faults and/or other defects reported after the expiry of the guarantee period referred to in Article 21.1.

22. EQUIPMENT FROM SUPPLIER

If and insofar as Roltex B.V. sells equipment originating from a third party to the Customer, the terms and conditions of sale of that third party shall apply to that equipment in the relationship between Roltex B.V. and the Customer, to the exclusion of any provisions to the contrary in these General Terms and Conditions, provided that Roltex B.V. has informed the Customer in writing of the applicability of the third party's terms and conditions of sale and that those terms and conditions were also provided to the Customer before or on conclusion of the Agreement. Contrary to the previous sentence, the Customer cannot invoke Roltex B.V.'s failure to fulfil the aforementioned information obligation if the Customer is a party as referred to in Article 6:235, paragraph 1 or paragraph 3 of the Dutch Civil Code.
If and insofar as the aforementioned third-party conditions in the relationship between the customer and Roltex B.V. are deemed inapplicable or declared inapplicable for whatever reason, the provisions of these general terms and conditions shall apply in full.

Chapter 3: service provision

The provisions set out in this 'Provision of Services' chapter shall, in addition to the General Provisions of these general terms and conditions, apply if Roltex B.V. provides services of any kind to the Customer, such as, but not limited to 'Hosting', Cloud Services1 , BackupOnline, domain names and advice/consultancy

23. EXECUTION

Roltex B.V. shall make every effort to perform its services to the best of its ability, where appropriate in accordance with the agreements and procedures laid down in writing with the Customer. All of Roltex B.V.'s services are performed on the basis of an obligation to perform to the best of Roltex's ability, unless and insofar as Roltex B.V. has expressly promised a result in the written Agreement and the result in question is also described with sufficient precision in the Agreement.
Roltex B.V. shall not be liable for any damage or costs resulting from any use or misuse made of access or identification codes or certificates, unless the misuse is the direct result of an intentional or deliberately reckless act or omission on the part of Roltex B.V.'s management.
If the Agreement was entered into with a view to performance by one particular person, Roltex B.V. is always entitled to replace this person by one or more persons with the same and/or similar qualifications.
Roltex B.V. is not obliged to follow any instructions from the Customer in the performance of its services, in particular if these instructions change or supplement the content or scope of the agreed services. However, if such instructions are followed, the work in question shall be remunerated in accordance with Roltex B.V.'s usual rates.

24. COOPERATION OBLIGATIONS

The parties acknowledge that the success of work by Roltex B.V. depends on correct and timely mutual cooperation. The Customer shall always provide all cooperation and information reasonably requested and required by Roltex B.V. in a timely manner, and the parties agree that as a result, the Customer is co-responsible for proper performance of the Agreement.
The Customer bears the risk of selecting the items, goods and/or services to be supplied by Roltex B.V. The Customer shall always take the utmost care to ensure that the requirements to be met by Roltex B.V.'s performance are correct and complete. Sizes and data mentioned in drawings, images, catalogues, websites, quotations, advertising material, standardisation sheets, etc. are not binding for Roltex B.V. The Customer guarantees the correctness and completeness of the data, information, designs and specifications provided to Roltex B.V..
If the customer uses personnel and/or assistants in the execution of the agreement, these personnel and assistants will have the necessary knowledge and experience. In the event that Roltex B.V.'s personnel carry out work at the Customer's location, the Customer will provide the necessary facilities, such as a workspace with computer and network facilities, in good time and free of charge. Roltex B.V. shall not be liable for any damage or costs due to transmission errors, breakdowns or the unavailability of these facilities, unless the Customer proves that this damage or these costs are the result of Roltex B.V.'s management's intent or deliberate recklessness.
The work space and facilities will comply with all legal requirements. The Customer indemnifies Roltex B.V. against claims from third parties, including Roltex B.V.'s employees, who incur damage in connection with the performance of the Agreement that is the result of the Customer's acts or omissions or unsafe situations in its organisation. The Customer shall make the house and security rules applicable within its organisation known to the employees deployed by Roltex B.V. before the start of the work.
If the Customer provides Roltex B.V. with software, equipment or other resources in connection with Roltex B.V.'s services and products, the Customer shall be responsible for obtaining any necessary licences or approvals relating to these resources that Roltex B.V. may require.
Customer is responsible for the management, including control of the settings, the use of the products and/or services provided by Roltex B.V. and the way in which the results of the products and services are deployed. Customer is also responsible for instruction to, and use by, users.
The Customer shall itself install, set up, parameterise and tune the (auxiliary) software required on its own equipment and, if necessary, adjust the equipment, other (auxiliary) software and user environment used in the process and achieve the interoperability desired by the Customer.

25. BACK-UP

If the services provided to the Customer under the Agreement include backing up the Customer's data, Roltex B.V. will work with
subject to the periods agreed in writing, and failing that once a week, make a full backup of the data held by it in
data held by the Customer in accordance with the procedures customary at Roltex B.V. Roltex B.V. does not guarantee that the backup thus created is
usable. Roltex B.V. shall keep the back-up for the agreed period, and in the absence of agreements to this effect, for the period provided at
Roltex B.V. usual period of time. Roltex B.V. shall keep the backup carefully as a good custodian.
The customer himself remains responsible for complying with all legal administration and storage obligations applicable to him.

26. HOSTING SERVICES

Roltex B.V. will provide hosting services agreed with the customer - as defined in the agreement.
If the object of the agreement is the provision of disk space of equipment, Customer shall not exceed the agreed disk space unless the agreement expressly regulates the consequences thereof. The agreement covers the provision of disk space on a server reserved exclusively and specifically for the customer only if this has been expressly agreed in writing. All use of disk space, data traffic and other loading of systems and infrastructure is limited to the maxima agreed between the parties. Data traffic not used by Customer in a given period shall not be transferable to a subsequent period. For
exceeding the agreed maximums, Roltex B.V. will charge an additional fee in accordance with the usual rates.
Customer is responsible for management, including control of settings, use of the hosting service and how the results of the service are deployed.
In the absence of express agreements in this respect, the Customer shall install, organise, parameterise and tune the (auxiliary) software itself and, if necessary, adapt the hardware, other software and operating environment used in the process and achieve the interoperability desired by the Customer. Roltex B.V. is not obliged to perform data conversion. Only if expressly agreed in writing, the Agreement also covers the provision of back-up, fallback and recovery services. If the parties have agreed that Roltex B.V. will perform the activities referred to above in this paragraph in full or in part as part of the hosting services,
those services will consist of the activities described - exhaustively - in the agreement.
Roltex B.V. may temporarily take all or part of the hosting service out of service for preventive, corrective or adaptive maintenance. Roltex B.V. will not allow the taking out of service to last longer than necessary, will arrange for it to take place outside office hours if possible and will start it, depending on circumstances, after consultation with the Customer.
If Roltex B.V. performs services for the Customer under the Agreement in relation to a domain name, such as the application, renewal or disposal or transfer to a third party, the Customer must take into account the rules and practices of the relevant authority or authorities.
If requested, Roltex B.V. shall provide a written copy of those rules to the Customer. Roltex B.V. expressly accepts no responsibility for the accuracy or timeliness of the service or the achievement of the results intended by Customer. Customer shall pay all costs related to the application and/or registration according to the agreed rates, or in the absence of agreed rates, Roltex B.V.'s usual rates. Roltex B.V. does not guarantee that a domain name requested by the Customer will be granted to the Customer.

27. HOSTING SERVICES_NOTICE AND TAKE DOWN

Customer shall at all times behave diligently and not unlawfully towards third parties, in particular by respecting the intellectual property and other rights of third parties, respecting the privacy of third parties, not disseminating data in violation of the law, not gaining unauthorised access to systems, not disseminating viruses or other harmful programmes or data and refraining from criminal offences and violation of any other legal obligation.
In order to prevent liability towards third parties or to limit the consequences thereof, Roltex B.V. is always entitled to take measures in respect of an act or omission by or at the risk of the Customer. At Roltex B.V.'s first written request, the Customer shall promptly remove data and/or information from Roltex B.V.'s systems, failing which Roltex B.V. shall be entitled, at its discretion, to remove the data and/or information itself or make access to it impossible. Roltex B.V. shall also be entitled to deny the Customer access to its systems immediately and without prior notice in the event of a violation or imminent violation of the provision of Article 27.1. The foregoing is without prejudice to any other measures or the exercise of other legal and contractual rights by Roltex B.V. against the Customer. In such a case, Roltex B.V. shall also be entitled to terminate the Agreement with immediate effect, without being liable to the Customer as a result.
Roltex B.V. cannot be expected to form an opinion on the merits of third party claims or on the Customer's defence or to be involved in any way in a dispute between a third party and the Customer. The Customer shall have to consult with the third party concerned and inform Roltex B.V. in writing, substantiated by documents.

28. CLOUD SERVICE IMPLEMENTATION

Roltex B.V. shall make every effort to ensure that the agreed Cloud Service always functions properly and strives for the highest possible availability, quality and security of the Cloud Service. Roltex B.V. reserves the right to make interim changes to the technical and functional features of the Cloud Service to improve it and to correct any errors or to comply with applicable laws and regulations. If such modification leads to a material deviation in the functionality of the Cloud Service, Roltex B.V. will notify the Customer in writing or electronically before the modification becomes available.
Roltex B.V. shall only provide the Cloud Service on behalf of the Customer. Customer is not free to allow third parties to use the Cloud Services provided by Roltex B.V..
If Roltex B.V., pursuant to a request or authorised order issued by a government body or in connection with a legal obligation, carries out work in relation to data of Customer, its employees or users, all related costs will be charged to Customer.
Roltex B.V. may make changes to the content or scope of the Cloud Service and continue using a new or modified version of the software. If such changes result in a change to the procedures applicable at the Customer's premises, Roltex B.V. shall inform the Customer as timely as possible and the costs of this change shall be borne by the Customer. In that case, Customer may terminate the Agreement in writing by the date on which the change comes into force, unless this change is related to changes in relevant legislation or other regulations issued by competent authorities or Roltex B.V. bears the costs of this change. Roltex B.V. is not obliged to maintain, change or add certain features or functionalities of the service or software specifically for the Customer.
Roltex B.V. may temporarily take the Cloud Service fully or partially out of operation for preventive, corrective or adaptive maintenance or other forms of service. Roltex B.V. will not allow the taking out of service to last longer than necessary and, if possible, it will take place outside office hours.
Starting seven working days after prior notice, Roltex B.V. shall be entitled to block access to the Cloud Service in whole or in part, if Customer is in default of any obligation under the Agreement, including these General Terms of Delivery.
Roltex B.V. shall never be obliged to provide the Customer with a physical carrier containing the software to be made and kept available to the Customer as part of the Cloud Service or a physical copy of the equipment or infrastructure or components thereof used as part of the Cloud Service.
The Customer is responsible for the availability and functioning of the resources required for access to and use of the Cloud Services, including the (peripheral) equipment and software to be used by the Customer, auxiliary applications, configuration and internet connection, which comply with the technical and functional specifications stated by Roltex B.V.
Customer remains the rightful owner of his data stored, edited, processed or otherwise entered using the Cloud Service. The Customer itself determines and is responsible for choosing which data are stored, edited, processed or otherwise entered using the Cloud Service. Roltex B.V. has no knowledge of this data. The Customer shall indemnify Roltex B.V. against claims by third parties for compensation of damage that these third parties could in any way recover from Roltex B.V., insofar as this claim is based on the use made by the Customer of the Cloud Service. Roltex B.V. is not obliged to check the accuracy and completeness of the data provided and is therefore not liable for the consequences of using incorrect and/or incomplete information provided by Customer.
The version of any communication received or stored by Roltex B.V. will be deemed authentic (including log files), subject to proof to the contrary to be provided by the Customer.

29. ACCESS TO THE CLOUD SERVICE

Customer is responsible for maintaining a connection to the energy network and other connections necessary for access to and use of the Cloud Service. The Customer is responsible for any use, with or without its permission, of the Cloud Service and of the access resources made available to it (such as a token and/or access codes and user name) with which access can be obtained to the environment and/or storage capacity and/or infrastructure on which the Cloud Service is available. Roltex B.V. is not liable for any damage suffered by the Customer and/or third parties caused by unauthorised use of the access resources.
The access means provided are non - transferable, strictly personal and exclusively for use within Customer's organisation. Customer shall exercise due care with regard to the use of the means of access and keep them secret from third parties.
Roltex B.V. can always change the means of access at its own discretion, of which Roltex B.V. will inform Customer in a timely manner.
The Customer shall immediately inform Roltex B.V. if the means of access are used unauthorised or if the Customer reasonably suspects such use.
The Customer can request Roltex B.V. to block the access means. Roltex B.V. is also entitled at any time to block access resources of its own accord if Roltex B.V. is aware of unauthorised use of the access resources. In this case, Roltex B.V. shall not be liable for any damage incurred by the Customer and/or third parties as a result of the blocking of the access means.
When using the Cloud Service, Customer in any case guarantees that he and the user(s) (natural persons who are authorised to access the Cloud Service), as far as relevant, observe the following rules:

Customer shall ensure the protection of its (peripheral) equipment, software, infrastructure and internet connection against viruses, computer crime and (other) unlawful use by user(s) or third parties;
Customer and/or user shall, when using the Cloud Service, not spread any (computer) viruses or other files that may disrupt, interrupt or damage the (proper functioning of the) Cloud Service;
Customer and/or user shall not perform or cause to be performed any acts that may cause disruptions or damage to the Cloud Service, (computer) networks or infrastructures (of other users) or in respect thereof may cause nuisance, limited use or unforeseen use (for other users);
Customer and/or user will not send unsolicited large quantities of messages with the same or similar content ("spam");
Customer and/or user shall not misuse any means of access or breach and/or attempt to breach the security of the Cloud Service;
Customer and/or user shall not perform or omit to perform any acts which it knows or should reasonably have known could lead to a use of the Cloud Service that is punishable or unlawful towards Supplier and/or third parties;
Customer and/or user shall not publish or distribute any racist or discriminatory material and/or (child) pornography. Distribution also includes posting on or distributing through the infrastructure of the Cloud Service;
Customer and/or user shall not intentionally and without permission intrude into any computer system or part thereof against the will of the owner or administrator ("hacking");
Customer and/or user shall in no way infringe any intellectual property rights of Roltex B.V. and/or third parties; and
Customer and/or user shall not disclose, duplicate or otherwise apply information and data provided by Roltex B.V. as part of the Cloud Service, other than for use in Customer's internal business operations, without Roltex B.V.'s express prior written consent.

30. CLOUD SERVICE GUARANTEE

Roltex B.V. does not guarantee that the Cloud Service will function without errors, failures or interruptions. Roltex B.V. shall make every effort to repair defects in the software, equipment, infrastructure and/or management environment within a reasonable period of time if and insofar as it concerns software, equipment, infrastructure or management environment developed or built by Roltex B.V. itself, and the defects in question have been reported to Roltex B.V. by the Customer in writing and described in detail. Where appropriate, Roltex B.V. may postpone repairing the defects until a new version of the software, equipment, infrastructure or management environment is put into use. Roltex B.V. cannot guarantee that all defects will be repaired. Roltex B.V. is entitled to provide temporary solutions or programme workarounds or problem fixes.
avoiding restrictions in the software. If the software was developed by order of the Customer, Roltex B.V. may charge the cost of repair to the Customer according to its usual rates.
Based on the information provided by Roltex B.V. regarding measures to prevent and limit the consequences of malfunctions, defects in the Cloud services, mutilation or loss of data or other incidents, the Customer shall identify the risks to its organisation and, if necessary, take additional measures. Roltex B.V. declares its willingness to reasonably cooperate with further measures to be taken by the Customer at the Customer's request, subject to (financial) conditions to be set by Roltex B.V. Roltex B.V. will never be obliged to restore mutilated or lost data.
Roltex B.V. does not guarantee that the software to be made available as part of the Cloud Service will be adapted in time to changes in relevant laws and regulations.

31. CLOUD SERVICE INTERFACES

Customer acquires a non-exclusive and non - transferable right to use the interface - as specified in the agreement - when using the Cloud Services, for the duration of the agreement and against payment of the rates specified therein.
The right of use includes, within the limits set in these general terms of delivery and possibly the agreement - all actions in relation to the Interface that are reasonably necessary in the context of Customer's and users' use of the Cloud Services. Customer is permitted to make back-up copies of the Interface if and to the extent technically necessary and/or in accordance with the permitted purposes of use.

32. CONSEQUENCES OF TERMINATION OF CLOUD SERVICE

In the event of termination of the Agreement, the parties shall always cooperate in good faith in any support required by Customer in the remigration of the data entered when using the Cloud Services and in the transfer to Customer or to a third party designated by Customer during this remigration period. The continuity of the availability of the data and services is central to this. The parties will discuss the size of the effort to be made by Roltex B.V.. Roltex B.V. will be able to charge Customer for the costs it incurs in connection with the remigration of the services on the basis of subsequent calculation.
After termination of the Agreement, Customer may request a one-off delivery of the data entered when using the Cloud Services. Roltex B.V. will make the data available to the Customer in its usual format so that this data can be reasonably processed by the Customer. Other than possibly under provisions of Dutch mandatory law, Roltex B.V. does not accept any retention obligation or retention period for the data and information entered by the Customer. In case the Customer has not indicated immediately after the termination of the Agreement that it wishes the aforementioned transfer of the data, Roltex B.V. shall be entitled to remove and destroy any data stored, edited, processed or otherwise entered using the Cloud Service from the system on which it is stored immediately, without prior notice.

33. COMMENCEMENT OF CLOUD SERVICE_FEE

Performance of the Cloud Service to be provided by Roltex B.V. shall start on the date specified in the agreement. The Customer shall ensure that it
Immediately after entering into the agreement, but no later than [2 weeks] before the commencement date of the service provision, the
use of the SaaS service facilities required.
Customer shall owe for the Cloud Service the fee included in the Agreement. In the absence of an agreed payment schedule, all amounts relating to the Cloud Service provided by Roltex B.V. shall each time be due per calendar month in advance.

34. PROTECTION OF PERSONAL DATA

Customer warrants that all requirements for lawful processing of personal data entered by or on behalf of customer in
the software, equipment, infrastructure, software and/or management environment.
Full responsibility for the processing of personal data in the software, equipment, infrastructure, software and/or management environment lies with the Customer. Customer warrants to Roltex B.V. that the data are not unlawful and do not infringe any third-party rights. The Customer indemnifies Roltex B.V. against all legal claims by third parties, on whatever grounds, in connection with the processing of this data or the execution of the Agreement.
Customer has obligations towards third parties under the applicable privacy legislation concerning the processing of personal data, such as the obligation to provide information, as well as to allow inspection, correction and deletion of personal data of data subjects. The responsibility for fulfilling these obligations rests entirely and exclusively with the Customer. In this regard, Roltex B.V. is a 'processor' within the meaning of the General Data Protection Regulation ("AVG").
Any costs that have to be incurred to comply with the obligations under the applicable privacy legislation regarding the protection of personal data, including the obligations arising from the General Data Protection Regulation ("AVG"), shall be borne by the customer.
Roltex B.V. shall, as much as technically possible, provide support for the obligations to be met by the Customer as referred to in article 34.3. The costs associated with this support are not included in Roltex B.V.'s agreed prices and fees and shall be borne by the Customer.

35. SIM CARD USAGE

A SIM card provided by Roltex B.V. may only be used for the purpose for which it is provided, such as for the use of
payment terminals. It is not permitted to remove the SIM card from the delivered equipment and deploy it alternatively (improperly). Roltex B.V. is to
always entitled to (temporarily) block access to the product/service without prior notice. Transaction fees arising
from improper use will be charged at a rate of €2.50 per MB. With normal PIN usage, the bundle will never be exceeded.
Roltex B.V. is never liable for the (temporary) failure of the SIM card and/or the mobile network used. The Customer is therefore not entitled to damages. The Customer indemnifies Roltex B.V. against any claims. The SIM cards remain the property of Roltex B.V. at all times, with Roltex B.V. being entitled to reclaim them at any time.

36. IMPLEMENTATION OF ADVISORY AND CONSULTANCY SERVICES

The lead time of an assignment in the field of consultancy or advice depends on various factors and circumstances, such as the quality of the data and information provided by the customer and the cooperation of the customer and relevant third parties. Unless otherwise agreed in writing, Roltex B.V. will therefore not commit in advance to a turnaround time for the assignment.
Roltex B.V.'s services will only be provided on Roltex B.V.'s usual working days and times.
The use made by Customer of any advice and/or consultancy report issued by Roltex B.V. shall always be at Customer's risk. The burden of proof that (the manner of) advice and consultancy services do not comply with what has been agreed in writing or with what may be expected of a reasonably acting and competent supplier shall rest entirely with the Customer, without prejudice to Roltex B.V.'s right to provide proof to the contrary by all means.
Without Roltex B.V.'s prior written consent, Customer shall not be entitled to make any communication to a third party about Roltex B.V.'s working methods, methods and techniques and/or the content of Roltex B.V.'s advice or reports. Customer shall not provide or otherwise disclose Roltex B.V.'s advice or reports to any third party.

37. ADVICE AND CONSULTANCY SERVICES-REPORTING

Roltex B.V. shall periodically inform Customer on the performance of the work in the manner agreed in writing. Customer shall notify Roltex B.V. in writing in advance of any circumstances that are or may be of interest to Roltex B.V., such as the method of reporting, the question points for which Customer wishes attention, Customer's prioritisation, availability of Customer's resources and personnel and any special or possibly unknown facts or circumstances for Roltex B.V. Customer shall ensure the further dissemination and perusal of the information provided by Roltex B.V. within Customer's organisation and assess this information partly on that basis and inform Roltex B.V. accordingly.

38. ADVICE AND CONSULTANCY SERVICES FEE

In the absence of an expressly agreed payment schedule, all fees relating to services provided by Roltex B.V. as referred to in this chapter shall be due in arrears per calendar month in each case.

Chapter 4: software use

The provisions in this chapter 'Use of Software' shall, in addition to the General Provisions, apply if Roltex B.V. makes software available to Customer for use other than on the basis of a Cloud Service.

39. RIGHT OF USE AND RESTRICTIONS ON USE

Roltex B.V. will provide Customer with the agreed computer programs and the agreed
user documentation available for use during the term of the agreement, hereinafter referred to as 'the software'. The right to use the software is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
The obligation to make Roltex B.V. available and the Customer's right of use extend exclusively to the so-called object code of the software. The Customer's right of use does not extend to the software's source code. The software's source code and the technical documentation created during the development of the software shall not be made available to the Customer, even if the Customer is prepared to pay financial compensation for them.
Customer shall always strictly observe the agreed restrictions, of whatever nature or content, on the right to use the software.
If the parties have agreed that the software may only be used in combination with certain equipment, the customer shall be entitled to use the software on other equipment with the same qualifications for the duration of the malfunction if the equipment malfunctions.
Roltex B.V. can demand that the Customer does not use the software until after the Customer has obtained one or more codes required for the use from Roltex B.V., its supplier or the producer of the software. Roltex B.V. is always entitled to take technical measures to protect the software against unlawful use and/or against use in a different way or for different purposes than agreed between the parties. The Customer shall never remove or circumvent (or allow the removal or circumvention of) any technical provisions intended to protect the software.
The Customer may only use the software in and for its own company or organisation and only insofar as this is necessary for the intended use. The Customer shall not use the software for the benefit of third parties, for example in the context of "Software-as-a-Service" (SaaS) or "outsourcing".
The Customer shall never be allowed to sell, lease, alienate or grant limited rights to the software and the carriers on which the software is or will be recorded, or to make the software available to a third party in any way, for any purpose or under any title whatsoever. Nor shall the Customer give a third party access - whether remotely (online) or not - to the software or place the software with a third party for hosting, not even if the third party in question uses the software exclusively for the Customer's benefit.
If requested, the Customer shall immediately cooperate with any investigation to be carried out by or on behalf of Roltex B.V. regarding compliance with the agreed restrictions on use. The Customer shall provide access to its premises and systems upon Roltex B.V.'s first request. Roltex B.V. shall keep confidential all confidential business information it obtains from or at the Customer in the context of an investigation, insofar as this information does not relate to the use of the software itself.
The parties hold that the agreement concluded between the parties, insofar as it concerns the provision for use of software, shall never be regarded as a purchase agreement.
Roltex B.V. is not obliged to provide maintenance and/or support to users and/or administrators of the software. If, in deviation from the above, Roltex B.V. is asked to provide maintenance and/or support with respect to the software, Roltex B.V. may require the Customer to enter into a separate written agreement for that purpose.

40. DELIVERY AND INSTALLATION

Roltex B.V. will, at its discretion, provide the software on the agreed format data carrier or, in the absence of agreements to this effect, on
a data carrier to be determined by Roltex B.V. or make the software available online to the customer for delivery.
Any agreed user documentation will be provided in paper or digital form in a form determined by Roltex B.V., at Roltex B.V.'s discretion.
certain language provided. Unless expressly agreed otherwise, Roltex B.V. will install the software.

41. ACCEPTATION

If the parties have not agreed on an acceptance test, Customer shall accept the software in the condition it is in at the time of
delivery ('as is, where is'), therefore with all visible and invisible faults and defects, without prejudice to Roltex B.V.'s obligations.
under the guarantee scheme of Article 45. In the aforementioned case, the software shall be delivered at the time of delivery or, if an
perform installation agreed in writing, upon completion of the installation, shall be deemed accepted by customer.
If an acceptance test has been agreed between the parties, the provisions of Articles 41.3 to 41.10 shall apply.
Where these general terms and conditions refer to 'errors', this is understood to mean the substantial failure of the software to meet the functional or technical specifications of the software as expressly stated in writing by Roltex B.V., and, in the event that the software is wholly or partly custom-made software, the functional or technical specifications expressly agreed in writing. An error shall only exist if the Customer can demonstrate it and it is reproducible. The Customer is obliged to report any errors immediately. Roltex B.V. has no obligation whatsoever in respect of defects in or to the software other than in respect of errors within the meaning of these general terms and conditions.
If an acceptance test has been agreed, the test period - unless expressly agreed otherwise in the Agreement - shall be fourteen days after delivery or, if an installation to be carried out by Roltex B.V. has been agreed in writing, fourteen days after completion of the installation. During the test period, the Customer shall not be entitled to use the software for productive or operational purposes. Customer shall carry out the agreed acceptance test with qualified personnel and with sufficient scope and depth and within the agreed deadlines.
If an acceptance test has been agreed, the Customer is obliged to test whether the delivered software meets the functional or technical specifications expressly stated in writing by Roltex B.V. and, if and insofar as the software is fully or partly custom-made software, the functional or technical specifications expressly agreed in writing.
The software will be deemed accepted between the parties:
if the parties have agreed on an acceptance test: on the first day after the test period, or
if Roltex B.V. receives a test report as referred to in article 41.7 before the end of the test period: at the time that the faults mentioned in that test report have been remedied, without prejudice to the presence of faults that do not prevent acceptance under article 41.8, or
if Customer makes any use of the software for productive or operational purposes: at the time of the relevant commissioning.
If the agreed acceptance test reveals that the software contains errors, the Customer shall immediately, but no later than on the last day of the test period, report the test results to Roltex B.V. in writing, clearly, in detail and comprehensibly. Roltex B.V. shall make every effort to remedy the aforementioned errors to the best of its ability within a reasonable period of time, whereby Roltex B.V. is entitled to apply temporary solutions, programme diversions or problem-avoiding restrictions.
The Customer may not withhold acceptance of the software for reasons that do not relate to the specifications expressly agreed between the parties in writing and, furthermore, not because of the existence of minor errors, being errors that do not reasonably prevent the operational or productive use of the software, without prejudice to Roltex B.V.'s obligation to remedy these minor errors under the guarantee scheme of Article 45. Acceptance may furthermore not be withheld due to aspects of the software that can only be judged subjectively, such as aesthetic aspects of user interfaces.
If the software is delivered and tested in phases and/or parts, non-acceptance of a particular phase and/or part does not affect the acceptance of an earlier phase and/or another part.
Acceptance of the software in one of the ways referred to in this article shall result in Roltex B.V. being discharged from its obligations regarding the provision and delivery of the software and, if installation of the software by Roltex B.V. has also been agreed, from its obligations regarding the installation. Acceptance of the software shall not affect the Customer's rights under article 41.8 regarding minor defects and article 45 regarding the warranty.

42. PROVISION

Roltex B.V. shall replace the software within the term stated in the Agreement or, failing that, within a reasonable term after the
entering into the agreement to customer.

43. USER CHARGE

The fee payable for the right of use by customer is due at the times specified in the agreement, or in the absence of an agreed time:

if the parties have not agreed that Roltex B.V. will take care of the installation of the software:
upon delivery of the software;
or in the case of periodic usage fees payable upon delivery of the software and subsequently at the start of each
calendar year;
if the parties have agreed that Roltex B.V. will take care of installation of the software:
upon completion of that installation;
or in the case of periodic user fees payable on completion of that installation and subsequently on commencement of each
calendar year

44. SOFTWARE CHANGES

Subject to exceptions provided for by law, Customer is not entitled to modify the software in whole or in part without prior
written consent from Roltex B.V.. Roltex B.V. is entitled to refuse its consent or attach conditions to it. The Customer shall bear
the full risk of all changes made by or on behalf of the customer by third parties - with or without the consent of Roltex B.V..

45. GUARANTEE

Roltex B.V. shall make every effort to remedy errors within a reasonable period of time if these are reported to Roltex B.V. in writing within a period of three months after delivery, or, if an acceptance test has been agreed, within three months of acceptance, described in detail. Roltex B.V. does not guarantee that the software is suitable for the actual and/or intended use. Nor does Roltex B.V. guarantee that the software will work without interruption and/or that all errors will always be corrected. The repair will be carried out free of charge, unless the software has been developed by order of the Customer other than for a fixed price, in which case Roltex B.V. will, according to its
usual rates will charge the cost of repair.
Roltex B.V. can charge the cost of repair according to its usual rates if there are user errors or injudicious use by the Customer or other causes not attributable to Roltex B.V.. The repair obligation shall lapse if the Customer makes changes or has changes made to the software without Roltex B.V.'s written consent.
Error repairs will be made at a location and in a manner to be determined by Roltex B.V.. Roltex B.V. is entitled to introduce temporary solutions or programme detours or problem-avoiding restrictions in the software.
Roltex B.V. shall never be obliged to restore mutilated or lost data.
Roltex B.V. shall have no obligation of any kind or content whatsoever in respect of any faults that may arise after the expiry of the
warranty period have been reported.

46. SUPPLIER SOFTWARE

If and insofar as Roltex B.V. makes third-party software available to the Customer, the terms and conditions (of licence) of the third parties concerned shall apply to the relationship between Roltex B.V. and the Customer in respect of that software, to the exclusion of any provisions to the contrary in these General Terms and Conditions, provided that Roltex B.V. has informed the Customer in writing of the applicability of the terms and conditions (of licence) of those third parties and that those terms and conditions have been provided to the Customer before or at the time of the conclusion of the Agreement. Contrary to the previous sentence, the Customer cannot invoke Roltex B.V.'s failure to fulfil the aforementioned information obligation if the Customer is a party as referred to in Article 6:235, paragraph 1 or paragraph 3 of the Dutch Civil Code.
If and insofar as the aforementioned third-party conditions in the relationship between the Customer and Roltex B.V. are deemed for whatever reason not to be
apply or are declared inapplicable, the provisions of these general terms and conditions shall apply in full.

47. SPECIFICATIONS AND DEVELOPMENT/DESIGN OF SOFTWARE/WEBSITE/WEBSHOP

The specifications and/or the design of the software, webshop and/or website to be developed and the manner in which the development will take place will be laid down explicitly and in writing in the agreement. The Customer is co-responsible for a timely and correct delivery of the software to be developed.
Roltex B.V. will develop the software, webshop and/or website with care, all in accordance with the expressly agreed specifications or design and - where applicable - in accordance with the project organisation, methods, techniques and/or procedures agreed in writing with the Customer. Before commencing the development work, Roltex B.V. may require the Customer to agree to the specifications or design in writing.
If the parties use a development method which is characterised by the starting point that the design and/or development of (parts of) the software, web shop or website takes place in an iterative manner (e.g. Scrum), the parties accept that upon commencement, the work will not be carried out on the basis of complete or fully worked out specifications and also that specifications, which may or may not have been agreed upon at the commencement of the work, can be adjusted during the execution of the agreement in proper consultation with due observance of the project approach belonging to the development method in question. Parties shall during the execution of the agreement jointly in good
make decisions in consultation regarding the specifications that will apply to the next phase of the project (e.g. a 'time-box') and/or to the next sub-development. Customer accepts the risk that the software, webshop and/or website will not necessarily meet all specifications. The Customer shall ensure permanent, active input and cooperation from relevant end-users, supported by the Customer's organisation, including with regard to testing and with regard to (further) decision-making. Customer guarantees that its employees appointed to key positions have the necessary decision-making powers for this position. Customer guarantees that the progress decisions to be taken by it during the execution of the agreement are timely. In the absence of timely and clear progress decisions on the part of the Customer in accordance with the project approach belonging to the relevant development method, Roltex B.V. shall be entitled - but not obliged - to take the decisions it deems appropriate.
If the parties use a development method as referred to in the aforementioned article, the provisions of article 41.1, article 41.4 through 41.8 and article 45.1 do not apply. The Customer accepts the software, webshop and/or website in the state it is in at the time of the end of the final development phase ('as is, where is'). Roltex B.V. is not obliged to repair errors after the final development phase, unless expressly agreed otherwise in writing.
In the absence of any specific agreements in this respect, Roltex B.V. shall commence the design and/or development work within a reasonable term to be determined by it after entering into the agreement.
If requested, the customer shall give Roltex B.V. the opportunity to perform the work outside the usual working days and working hours at the customer's office or location.
Roltex B.V.'s obligations with regard to the development of a webshop or website do not include the provision of a so-called 'content management system', unless otherwise agreed.
Roltex B.V.'s obligations do not include the maintenance of the software, webshop and/or the website, and/or the provision of support to users and/or administrators thereof. If, in deviation from the above, Roltex B.V. must also provide maintenance and/or support, Roltex B.V. may require the Customer to enter into a separate written agreement for that purpose. This work will be charged separately at Roltex B.V.'s usual rates.

48. DELIVERY, INSTALLATION AND ACCEPTANCE_DEVELOPMENT/FITTING OF SOFTWARE/WEBSITE/WEBSHOP

The provisions of Article 40 on delivery and installation shall apply mutatis mutandis.
Unless pursuant to the Agreement Roltex B.V. shall 'host' the software, webshop and/or website on its own computer system for the benefit of the Customer, Roltex B.V. shall deliver the software, webshop or website to the Customer on an information carrier and in a form to be determined by Roltex B.V. or make it available to the Customer online for delivery.
The provisions of Article 41 of these general terms and conditions on acceptance shall apply mutatis mutandis.

49. USER RIGHTS - DEVELOPMENT/DESIGN OF SOFTWARE/WEBSITE/WEBSHOP

Roltex B.V. will provide the software, webshop and/or website developed on behalf of the Customer and any associated
user documentation available to customer for use.
Only if this has been agreed in writing will the source code and the technical documentation created during development be made available to customer, in which case customer will be entitled to make changes.
Roltex B.V. is not obliged to make available the auxiliary software and programme or data libraries required for the use and/or maintenance of.
The provisions of Article 39 on rights of use and restrictions on use shall apply mutatis mutandis.
Only if the contents of the written agreement explicitly show that all design and development costs are borne fully and exclusively by the customer, no restrictions in the right to use the software, web shop and/or website shall apply to the customer - in deviation from the provisions of Article 39.4.

50. WARRANTY DEVELOPMENT/DESIGN OF SOFTWARE/WEBSITE SHOP

In the absence of an agreed payment schedule, all amounts relating to the design and development of software, web shop and/or website shall be due in arrears each calendar month.
The price for the development work also includes the fee for the right to use the software, webshop or website for the duration of the agreement.
The fee for the development of the software does not include a fee for the auxiliary software and program and data libraries required by the Customer, any installation services and any modification and/or maintenance of the software. Nor does the fee include the provision of support to its users.

51. WARRANTY DEVELOPMENT/DESIGN OF SOFTWARE/WEBSITE SHOP

The provisions of Article 45 on warranty shall apply mutatis mutandis.
Roltex B.V. does not guarantee that the website or webshop it has developed will work properly in conjunction with all types or new versions of web browsers and any other software. Nor does Roltex B.V. warrant that the website or webshop will work properly in conjunction with all types of equipment.

Chapter 5: software and equipment maintenance

The provisions contained in this chapter 'Maintenance of software and equipment' shall, in addition to the General Provisions of these general terms and conditions, apply if Roltex B.V. provides maintenance on software and/or equipment, whether or not by means of a (guarantee) service subscription.

52. MAINTENANCE SERVICES SOFTWARE

If agreed, Roltex B.V. shall perform maintenance with regard to the software specified in the Agreement. The
maintenance obligation includes the repair of errors in the software within the meaning of article 41.3 and the provision of new versions of the software.
The Customer shall report in detail any errors found in the software. Upon receipt of the report, Roltex B.V. shall make every effort, in accordance with its usual procedures, to remedy errors and/or make improvements in subsequent new versions of the software. Depending on the urgency and Roltex B.V.'s version and release policy, the results will be made available to the Customer in the manner and by the deadline to be determined by Roltex B.V.. Roltex B.V. is entitled to introduce temporary solutions or programme detours or problem-avoiding restrictions in the software. The Customer shall install, set up, parameterise and tune the corrected software or the provided new version of the software itself and, if necessary, adjust the used equipment and user environment.
adjust, unless otherwise agreed.
The provisions of Articles 41.3 and 39.4 shall apply mutatis mutandis.
If Roltex B.V. performs the maintenance online, Customer shall ensure timely provision of a proper infrastructure and network facilities.
Customer shall provide all cooperation required by Roltex B.V. for the maintenance, including the temporary cessation of the use of the software and making a back-up of all data.
If the maintenance relates to software not supplied to the Customer by Roltex B.V. itself, the Customer shall, if Roltex B.V. considers this necessary or desirable for the maintenance, make the source code and the technical (development) documentation of the software (including data models, designs, change logs and the like) available. The Customer warrants that it is entitled to such provision. The Customer grants Roltex B.V. the right to use and modify the software, including the source code and technical (development) documentation, as part of the performance of the agreed maintenance.
The maintenance by Roltex B.V. shall not affect Customer's own responsibility for the management of the software, including control of the settings and the way in which the results of the use of the software are deployed. The Customer itself shall install, set up, parameterise and tune the (auxiliary) software and, if necessary, adjust the hardware, other software and user environment used in the process and achieve the interoperability desired by the Customer.

53. NEW VERSIONS OF SOFTWARE

Maintenance includes the provision of new versions of the software only if and insofar as this has been agreed in writing.
agreed.
Three months after an improved version is made available, Roltex B.V. is no longer obliged to repair errors in the previous version and to provide support and/or maintenance with regard to a previous version.
Roltex B.V. may require the Customer to enter into a further written agreement with Roltex B.V. for the provision of a version with new functionality and to pay a further fee for the provision. Roltex B.V. may take over functionality unchanged from a previous version of the software, but does not guarantee that each new version contains the same functionality as the previous version. Roltex B.V. shall not be obliged to maintain, change or add certain features or functionalities of the software specifically for the Customer.
Roltex B.V. may require the Customer to adapt its system (equipment, software, etc.) if this is necessary for the proper functioning of a new version of the software.

54. MAINTENANCE SERVICES EQUIPMENT

Roltex B.V. shall perform maintenance in respect of the equipment mentioned in the Agreement at the location specified therein within
Netherlands, unless specifically agreed otherwise. Changes to the aforementioned location must be communicated by the customer to Roltex B.V. in advance.
During the time that Roltex B.V. holds the equipment to be serviced, the customer is not entitled to temporary replacement equipment, unless
otherwise agreed in a warranty service subscription.
The content and scope of the maintenance services to be provided and any associated service levels will be set out in a written agreement. Hereby, a warranty service subscription/casualty insurance
Repair (including call-out charges) free of charge covers defects and/or anomalies occurring in the intervening period during normal use, assuming that the customer uses appropriate and qualitatively adequate consumables (such as ink ribbons, rolls, cassettes, wood-free paper) for the equipment and that the equipment and any peripherals are connected to a mains power supply with protective earth, free from electronic interference generated by other loads in the same group and which meets generally recognised requirements.
Parts replaced as part of the support service become the property of Roltex B.V.
As regards the Wadden Islands, waiting and sailing times as well as the cost of the crossing will be additional to the regular fees
charged.
Customer shall, immediately after a malfunction of the Equipment occurs, notify Roltex B.V. by means of a detailed description.
Customer shall provide all cooperation required by Roltex B.V. for maintenance, such as the temporary cessation of use of the equipment.
The Customer is obliged to provide Roltex B.V.'s personnel or third parties designated by Roltex B.V. with access to the equipment location, to provide all other necessary cooperation and to make the equipment available to Roltex B.V. for maintenance purposes.
Before offering the Equipment to Roltex B.V. for maintenance, the Customer shall ensure that a complete and properly functioning back-up copy has been made of all software and data recorded in or on the Equipment.
At Roltex B.V.'s request, a relevant employee of the customer will be present for consultation during maintenance work.
Customer is authorised, at its own expense and risk, to connect equipment and systems not supplied by Roltex B.V. to the Equipment and to install software on it.
If, in Roltex B.V.'s opinion, the maintenance of the Equipment requires that the connections of the Equipment with other equipment or with software be tested, the Customer shall provide Roltex B.V. with the relevant other equipment and software as well as the test procedures and data carriers.
The test material required for maintenance that is not part of Roltex B.V.'s normal equipment must be provided by the customer.
Customer bears the risk of loss, theft or damage to the Equipment during the period that Roltex B.V. has it for
maintenance work under him. It is left to customer to insure this risk.

55. EXCLUSIONS

Work due to the investigation or repair of malfunctions resulting from or related to inexpert use of the equipment and/or software or negligence, carelessness or wilful destruction as well as external causes, such as defects in the Internet, WiFi range, data network connections power supplies, cabling, computer viruses, burglary and/or unwanted access by third parties to the system, lightning strike, induction, fire, spontaneous combustion, moisture damage, falls, bumps, or connections with equipment, software or materials not covered by the maintenance agreement and/or not prescribed by Roltex B.V. have been prescribed, are not part of Roltex B.V.'s obligations under the maintenance agreement.
Roltex B.V.'s maintenance obligations do not include:
the investigation or repair of failures resulting from or related to modification, maintenance performed, repairs and or relocation of the equipment and/or software other than by or on behalf of Roltex B.V;
the use of the equipment and/or software in violation of the terms and conditions applicable to it and the customer's failure to have the equipment maintained in a timely manner;
investigation or repair of faults related to software installed on the equipment;
If Roltex B.V. carries out research and/or maintenance in connection with the provisions of clause(s) 55.1 and/or 55.2, Roltex B.V. may charge the costs of
charge for that examination and/or maintenance according to its usual rates. The foregoing is without prejudice to all that the Customer may owe Roltex B.V. for
due in respect of maintenance is not affected.
Roltex B.V. shall never be obliged to repair data mutilated or lost as a result of breakdowns and/or maintenance.

56. SUPPORT SERVICES

If Roltex B.V.'s services under the Agreement also include support to users and/or administrators of the software and/or equipment, Roltex B.V. will advise by telephone or e-mail on the use and functioning of the software and/or equipment mentioned in the Agreement. Roltex B.V. may impose conditions on the qualifications and the number of persons eligible for support. Roltex B.V. shall deal with properly substantiated requests for support within a reasonable period according to its usual procedures. Roltex B.V. does not guarantee the accuracy, completeness or timeliness of responses or support provided. Support will be provided on working days during Roltex B.V.'s usual opening hours.
If a (guarantee) service subscription/cash insurance has been taken out, Roltex B.V. will treat the breakdowns with priority and, if necessary, with on-site service within 2 x 24 hours after the breakdown has been identified by telephone. If the fault cannot be remedied on-site, the customer is entitled to a loaner machine, if necessary. If necessary and possible, service will also be provided at weekends. In the case of back-office systems, faults will be dealt with within office hours.
If Roltex B.V.'s services under the Agreement also include the provision of so-called 'standby services', Roltex B.V. shall keep one or more staff members available during the days and at the times mentioned in the Agreement. In that case, the Customer shall be entitled to call in the support of the staff members kept available in case of urgency if there is a serious breakdown in the functioning of the software. Roltex B.V. does not guarantee that all breakdowns will be remedied in a timely manner.
The maintenance and other agreed services referred to in this chapter shall be performed from the day the agreement is entered into, unless the parties have agreed otherwise in writing.

57. REFERENCE

The fees payable for maintenance and the other services set out in the agreement as referred to in this chapter shall be payable in advance each time per period as set out in the agreement.
Amounts relating to the maintenance of the hardware and/or software and the other services set out in the agreement as referred to in this chapter shall be due from the start of the agreement. The fee for maintenance and other services shall be due regardless of whether Customer has (taken) the software in use or makes use of the possibility for maintenance or support.
The maintenance price does not include:
costs of (replacing) consumables such as batteries, batteries stamps, ink (cartridges), toner supplies, cables and accessories;
costs of (the replacement of) parts as well as maintenance services for the repair of failures that are wholly or partially
caused by attempted repairs by anyone other than Roltex B.V;
work on equipment overhaul;
equipment modifications;
relocation, removal, reinstallation of equipment or work as a result thereof.

Chapter 6: equipment rental

The provisions set out in this chapter shall, in addition to the General Provisions of these general terms and conditions, apply if Roltex B.V. rents equipment of any kind and/or other items (material objects) to the customer, such as payment terminals and cash registers.

58. RENTAL AND LEASING

Roltex B.V. rents to customer the equipment mentioned in the rental agreement and the accompanying user documentation.
The rental does not include the provision of software on separate data carriers and the operating and consumable items that
needed to use the equipment, such as batteries, ink (cartridges), toner supplies, cables and accessories.
Rental commences on the day the equipment is made available to customer.

59. FOR INSPECTION

Before or on the occasion of the provision, Roltex B.V. may, by way of pre-inspection in the presence of the customer, describe the
condition of the equipment, stating any defects found. Roltex B.V. may require the customer to submit the prepared report with
signs this description for agreement before Roltex B.V. provides the equipment to the customer for use. The defects in the
equipment shall be for Roltex B.V.'s account. Upon discovery of defects, the parties shall agree whether, and if so in what way and in what
term, the rectification of the defects listed in the state shall be made.
If the customer fails to cooperate properly with the pre-inspection as referred to in article 59.1, Roltex B.V. is entitled to carry out this inspection outside the presence of the customer and to draw up the report itself. This report is binding on the Customer.
If no pre-inspection is carried out, the customer is deemed to have received the equipment in good and undamaged condition.

60. USE OF THE EQUIPMENT

Customer shall only use the equipment in accordance with its intended purpose under the Agreement and at the locations specified in that Agreement in and for the benefit of its own organisation or business. Use of the equipment by or on behalf of third parties is not permitted. The right to use the equipment is non-transferable. The customer is not allowed to sublet the equipment to a third party or otherwise give a third party the (joint) use thereof.
Customer itself shall install, assemble and make ready for use the equipment, unless otherwise agreed.
Customer is not allowed to use the equipment or any part thereof as collateral or security object in any way or otherwise dispose of it.
Customer shall use the equipment with care and keep it in his custody with due diligence. Customer shall take sufficient measures to prevent damage. In the event of damage to the Equipment, the Customer shall inform Roltex B.V. immediately. Customer is liable to Roltex B.V. for any damage to the Equipment. In all cases, the Customer is liable to Roltex B.V. in the event of theft, loss or misappropriation of the Equipment during the rental period.
Customer shall not alter or add anything to the equipment in whole or in part. If any changes or additions are nevertheless made, Customer shall undo or remove them no later than at the end of the rental agreement.
As between the parties, defects to changes and additions made to the equipment by or on behalf of the customer and all defects to the equipment resulting from those changes or additions are not defects within the meaning of Section 7:204 of the Dutch Civil Code. Customer has
no claim whatsoever against Roltex B.V. in respect of these defects. Roltex B.V. shall not be obliged to repair or maintain these defects.
The customer shall not be entitled to any compensation in connection with changes or additions made by the customer to the rented equipment which have not been undone or removed at or after the end of the rental agreement, for whatever reason.
The Customer shall immediately inform Roltex B.V. in writing of any attachment of the Equipment, stating the identity of the person levying the attachment and the reason for the attachment. The Customer shall immediately give the seizing bailiff access to the rental agreement.

61. MAINTENANCE OF RENTED EQUIPMENT

Customer shall not maintain the rented equipment itself or have it maintained by a third party.
The Customer shall immediately notify Roltex B.V. in writing of any defects it has found in the rented Equipment. Roltex B.V. shall make every effort, by way of corrective maintenance, to repair the defects in the Equipment for which it is responsible within a reasonable period of time. Roltex B.V. is also entitled, but not obliged, to perform preventive maintenance on the Equipment. If requested, the Customer shall give Roltex B.V. the opportunity to perform corrective and/or preventive maintenance. Parties will discuss the days and times when maintenance will take place beforehand in proper consultation. During the maintenance period, the Customer is not entitled to replacement equipment.
Excluded from the obligation to repair defects are:
the repair of defects that customer accepted when entering into the rental agreement;
the repair of defects due to external causes;
the repair of defects attributable to customer, its employees and/or third parties engaged by customer;
the repair of defects resulting from careless, incorrect or injudicious use or use contrary to the documentation;
the repair of defects resulting from use of the equipment contrary to its intended use;
the repair of defects resulting from unauthorised modifications or additions made to the equipment.
If Roltex B.V. repairs the defects referred to in the previous paragraph or has them repaired, the Customer shall owe the associated costs according to Roltex B.V.'s usual rates.
Roltex B.V. shall always be entitled to choose not to repair defects and to replace the Equipment with other, similar, but not necessarily identical Equipment.
Roltex B.V. shall never be obliged to repair or reconstruct lost data.

62. RISK AND INSURANCE

Without prejudice to the provisions of clause 60.4, for long-term leases (i.e. with a term of at least one year), the following shall apply
Roltex B.V. will insure the rented equipment at its own expense and keep it insured against risks of fire and theft. The following applies
however, that the customer bears an excess of €100 (in words: one hundred euros) per copy/item of the rented equipment, which Roltex B.V.
will be charged to customer.
In the event of damage to or partial loss or decay of the equipment rented by the customer, Roltex B.V. shall, in consultation with the customer, ensure that
for repair or partial replacement. Any hours spent in doing so shall be charged to the customer at the regular hourly rate.

63. FINAL INSPECTION AND RETURN

The Customer shall return the Equipment to Roltex B.V. in its original condition at the end of the rental agreement. Costs of transport in connection
with the return are for customer's account.
Before or no later than the last working day of the rental period, the Customer shall cooperate in a joint final inspection of the condition of the equipment. A report of the findings thereon shall be drawn up jointly by the parties, to be signed by both parties.
If the customer does not cooperate with this final inspection, Roltex B.V. is entitled to carry out this inspection outside the presence of the customer and prepare the said report itself. This report will be binding for the Customer.
Roltex B.V. is entitled to have the defects listed in the final inspection report, which are reasonably for the Customer's account and risk, repaired at the Customer's expense. The Customer shall be liable for Roltex B.V.'s damages due to temporary unusability or further unrentalability of the Equipment
If, at the end of the rental, the customer has not undone a change it has made to the equipment or made an addition
thereto, the parties shall be deemed between them to have waived any right to those changes and/or
additions.

Chapter 7: processing of personal data

The provisions set out in this section apply, in addition to the General Provisions of these general terms and conditions, if the customer (Controller) wishes to have certain forms of processing of personal data carried out by Roltex B.V. (Processor) and is thus to be construed as a processor's agreement as referred to in Article 28(3) of the General Data Protection Regulation (hereinafter "AVG")

64. DEFINITIONS AND PRINCIPLES

Processor shall Process Personal Data on behalf of the Controller within the scope of the assignment and purpose of the agreement. Other processing will only be carried out on additional instructions from Processor or if there is a legal obligation to do so. In this context, the following definitions apply:
a. Data subject: the person to whom a personal data relates;
b. Processor Agreement: the processor agreement referred to in Article 28(3) of the AVG;
c. Personal Data: any data relating to an identified or identifiable natural person as referred to in Article 4(1) of the AVG that Processor processes or will process pursuant to the Agreement;
d. Processor: Processor as referred to in Article 4 subsection 7 of the AVG;
e. Processor: Processor as referred to in Article 4 sub 8 of the AVG;
f. Processing/Processing: any operation or series of operations performed on Personal Data, whether by automated means or not, such as collection, documentation, storage, adaptation, use, combination and/or destruction;

65. PURPOSES OF PROCESSING

Processor undertakes to process personal data on behalf of Processor. Processing will only take place in the context of the Agreement and those purposes determined by further agreement between the parties. In principle, processing will only take place for the use of (various) applications offered by Processor, all for the purposes of the performance of the agreement. The purposes and personal data are set out below for the various applications:
a. Checkout solution
Through the POS solution, the controller can achieve the following goals:
✓ Recording orders and sales;
✓ Enabling customer orders and sales to be paid digitally to the processor by linking to payment terminals. In doing so, Processor does not process the actual transaction;
✓ Reporting options on sales by time period, product group, clerk, payment method, customers et cetera;
✓ Make data available for other applications including accounting packages (optional);
✓ Backing up POS data in an online environment (optional).
To achieve these purposes, the controller is given the option, depending on the type of solution, to, inter alia, specify the
to store the following personal data of data subjects (employees and customers/guests):
Employee: First name and surname; Phone; Email; Staff number and availability
Customers/guests: Company name and contact details; Company address details; First name and surname; Contact address details including email address
b. Staff planning solution
Through the Staff Planning Solution, the controller can achieve the following goals:
✓ Scheduling staff efficiently based on budget, cost, availability and overtime balance;
✓ Record employee hours worked, holiday and sick hours in an efficient manner;
✓ Link time recording with payroll for even more efficient payroll processing (optional);
✓ Reporting capabilities to see how staff costs relate to revenue (optional);
✓ Maintaining personnel file (optional).
To achieve these purposes, the data controller is given the option of storing the following personal data of data subjects (employees, temporary workers, volunteers, cooperating owners, et cetera), among others:
N/A data; Salary data; Documents such as copies of diplomas, certificates, performance appraisals;
Employee file; All hours worked, holiday, sick hours and other hours incurred by an individual with the client
1. Reservation solution
Through the Reservation Solution, the controller can achieve the following goals:
✓ Scheduling table reservations efficiently;
✓ Overview of table occupancy at a glance;
✓ Easy guest check-in and check-out;
✓ Simple waiting list management.
In order to achieve these purposes, the data controller is given the possibility to store, among others, the following personal data
beating those involved (employees and guests):
Employee: First name; Last name
Guests: First name; Last name; Company name and contact details
d. Ticketing solution
Through the Ticketing Solution, the controller can achieve the following purposes:
✓ Selling tickets and subscriptions efficiently;
✓ At a glance overview of expected crowds from pre-sales.
In order to achieve these purposes, the data controller is given the possibility to store, among others, the following personal data
beating those involved (employees and guests):
Employee: first name and surname; email address
Guests: Company name; N.a.w. details including date of birth, email, and phone; Passport photo in case of subscriptions' Link to Social
media for login
e. Online solution
Through the Online solution, the controller can, depending on the means actually deployed, achieve the following purposes
realise:
✓ Online website; facilitating online presence and mail capabilities;
✓ Online webshop; facilitating an online ordering system with the ability to link to other external software applications including checkout, bol.com and postnl.
To achieve these purposes, the data controller is given the possibility to store, among others, the following personal data of data subjects (customers, employees, et cetera):
Online website; Name and address details; Telephone number
Online shop; Name and address details; Phone number; Mail address/password; Order details; Payment details
For the aforementioned applications, Processor offers the possibility to fill in additional fields. Processor has no control over this and is therefore not responsible and/or liable for this. Keeping proper records is a legal obligation for processors. Processor can facilitate this.
Processor shall not process the personal data for any purpose other than as determined by Processor. Processor shall inform Processor of the processing purposes to the extent not already mentioned in the contract. However, Processor may use personal data for its own purposes, such as but not limited to conducting scientific or statistical research into the quality of its services, provided that Processor receives the relevant data for these purposes in anonymised or pseudonymised form from Processor or Processor anonymises or pseudonymises the relevant data for these purposes.

66. PROCESSOR'S OBLIGATIONS

Processor shall inform Processor, at the latter's first request, of the measures it has taken regarding its
obligations under the AVG.
The obligations of Processor arising from the Processor Agreement also apply to those who process personal data under the authority of Processor, including but not limited to employees, in the broadest sense.
Processor shall not disclose the personal data to third parties or data subjects unless with the prior written consent of Processor or pursuant to legal obligations. In the event of legal obligations, Processor shall inform Processor as soon as permissible. For the engagement of third parties or subcontractors, please refer to Article 69.
Processor shall at all times enable Processor to comply with the legal obligations within the legal time limits, more specifically the rights of data subject(s) such as, but not limited to, a request to inspect, correct, supplement, delete or block personal data and the execution of a honoured registered objection.

67. TRANSFER OF PERSONAL DATA

Processor may process personal data in countries within the European Economic Area. Controller additionally authorises Processor to process personal data outside the European Economic Area, subject to applicable privacy laws and taking into account an adequate level of protection.

68. ALLOCATION OF RESPONSIBILITY

The authorised processing operations are performed within a (semi)automated environment under the control of Processor.
Processor is solely responsible for the processing of the personal data under the Processor Agreement, in accordance with the instructions of Processor and under the express (ultimate) responsibility of Processor. For other processing of personal data, including in any case, but not limited to, the collection of the personal data by the Controller, processing for purposes not notified to the Processor by the Controller, processing by third parties and/or for other purposes, the Processor is explicitly not responsible.
Controller guarantees that the content, use and commissioning of the processing of the personal data referred to in the agreement is not unlawful and does not infringe any rights of third parties.
Controller warrants that processing Personal Data in accordance with the agreement does not violate the General Data Protection Regulation (GDPR) in force from 25 May 2018.
The 'prior written consent' of Processor shall also exist if having such consent is clearly indispensable for Processor to perform its obligations under the contract.

69. USE OF THIRD PARTIES OR SUBCONTRACTORS

Controller authorises Processor to make use of a third party, a so-called sub-processor, when processing personal data, in compliance with applicable privacy laws.
Processor shall in any case ensure that these third parties assume in writing the same duties as agreed between Processor and Processor.

70. MANDATORY SECURITY AND DATA BREACH NOTIFICATION

In the event of discovery of a Security Leak (a deficiency in or breach of personal data security) and/or a Data Breach (a
personal data security breach leading to a significant likelihood of adverse effects on the protection of
personal data, or is likely to pose a high risk to the rights and freedoms of natural persons, as referred to in Art. 34
AVG), Processor shall inform the Controller about it as soon as possible, in any case within forty-eight (48) hours, to
as a result of which Controller assesses whether or not to inform the Personal Data Authority and/or data subject(s).
Controller is responsible for complying with any legal reporting obligations.
A notification from Processor to Processor of a Security Breach should only be made in high-impact events
done, such as a Security breach in which sensitive data may have been released or lost. This, only if the event occurred
actually occurred. In any case, the duty to report involves reporting the fact that a leak has occurred. In addition, the
reporting obligation, to the extent this information is available from Processor:
What is the (alleged) cause of the leak;
What the (as yet known and/or expected) consequence is;
contact details for following up the notification;
the number of individuals whose data was leaked (if no exact number is known: the minimum and maximum number of individuals whose
data were leaked);
A description of the group of individuals whose data has been leaked;
The type or types of personal data that have been leaked;
the date on which the leak occurred (if no exact date is known: the period during which the leak occurred);
Whether the data has been encrypted, hashed or otherwise made unintelligible or inaccessible to unauthorised persons;
what measures are planned and/or have already been taken to plug the leak and mitigate its consequences
Processor has a thorough plan of action regarding the handling and processing of breaches and will provide the
Provide Processor with access to the plan upon request.
Processor shall leave the making of notifications to the regulator(s) to the Controller.
Processor shall provide all necessary cooperation in providing additional information to
the regulator(s) and/or data subject(s).
Processor keeps a detailed log of all (suspected) security breaches as well as the measures taken in follow-up to
such breaches have been taken and shall make them available for inspection at the first request of the Controller.
Notification by Processor or Processed Party of data breaches to competent authorities, pursuant to legal obligation, may
never result in culpable failure or wrongful act towards the other party.

71. SECURITY

Processor shall take sufficient appropriate technical and organisational measures in relation to the processing of personal data to be performed, against loss or against any form of unlawful processing (such as unauthorised access, impairment, modification or disclosure of the personal data).
Processor shall only make personal data available to Processor for processing if it has satisfied itself that the required security measures are in place. Processor is responsible for compliance with the measures agreed by the Parties.

72. HANDLING OF REQUESTS FROM DATA SUBJECTS

In the event that a data subject wishes to exercise any of their legal rights and directs the request to Processor to do so, Processor shall forward the request to Processor. Processor will then take care of processing the request. Processor may notify the data subject accordingly.

73. SECRECY AND CONFIDENTIALITY

All personal data that Processor receives from Processor and/or collects itself is subject to a duty of confidentiality towards
third parties.
This duty of confidentiality does not apply insofar as Processor has given the Controller express consent to provide the information to third parties, if providing the information to third parties is logically necessary given the nature of the assignment given and the performance of the Processing, or if there is a legal obligation to provide the information to a third party. If Processor is legally obliged to provide information to a third party, Processor shall inform the Processor without delay to the extent permitted by law.

74. AUDIT

Processor has the right to have audits performed by an independent third party bound by confidentiality to
monitoring of AVG compliance.
This audit takes place only in the case of a concrete suspicion of misuse of personal data demonstrated by
Controller. The audit initiated by Processor shall take place at least six (6) weeks after prior notice by Processor to Processor.
Processor shall cooperate with the audit and make available all information reasonably relevant to the audit, including supporting data such as system logs, and employees as timely as possible and within a reasonable period of time, whereby a period of up to six (6) weeks is considered reasonable.
The audit shall only take place after Processor has requested similar reports present at Processor, reviewed them and then made reasonable arguments justifying an audit initiated by Processor.
The findings as a result of the audit carried out will be assessed by the Parties in mutual consultation and, as a result, may or may not be implemented by either or both Parties jointly.
In the event of an audit within the meaning of this article, Processor shall ensure that it does not in any way interfere with its business operations
of Processor will impede.
The cost of the audit shall be borne by Controller.

75. TERM AND TERMINATION

The Processing is entered into for the duration as stipulated in the agreement and, failing that, in any case for the duration of the
cooperation between the Parties. The duration of the Processing cannot be terminated prematurely, unless the agreement provides otherwise.
Processor will not retain the personal data longer than the agreed retention period but at the latest until the end of the contract on
pursuant to which the data are processed, after which Processor, at the Controller's discretion and subject to a different
legal obligation (a) the data will be destroyed or deleted as soon as possible or (b) within a reasonable time after the
end of the contract a back-up of the personal data as located on the system (under management) of Processor will be
provided to Processor in an as-yet-readable standard format on a common medium, to the extent that
Processor does not already possess this personal data itself. Processor is entitled to provide the
charge personal data reasonable costs.

76. MISCELLANEOUS

Otherwise, the general provisions of Section 1 apply in full, including, but not limited to, liability and
applicable law.

These general terms and conditions were filed on 25 May 2018 at the Registry of the Limburg District Court Location Maastricht and registered there under filing number 15/2018 AL