General Terms and Conditions HRC DIGITAL B.V.

1. This is a translated version of our terms and conditions.
2. The Dutch version is legally binding in all cases.
3. This translation is provided for your convenience only.,

Article 1 Definitions

In these General Terms and Conditions, the following terms have the following meanings:

HRC DIGITAL = HRC DIGITAL B.V. hereinafter referred to as SUPPLIER.
Contractor: the party with whom the SUPPLIER has entered into an Agreement.
Agreement: the agreement between SUPPLIER and Contractor on the basis of which SUPPLIER delivers a service or product.

Service: the specific service or product that SUPPLIER provides and that Contractor purchases from SUPPLIER. Service also includes: software delivery, web hosting services, domain registrations, and CMS pages.

End Equipment: the equipment and any associated software from SUPPLIER that serves as the connection point, enabling Contractor to use the Service.

Network: the transmission equipment and, where applicable, routing equipment and other technical means that enable the transmission of signals between connection points through cables, radio waves, optical means, or other electromagnetic means to the extent that they are under the control of SUPPLIER.


Software: software supplied by SUPPLIER comprising all recorded instructions on appropriate media, whether or not machine-readable, for the functioning of any automated facility or for processing data therein, as well as directly related documentation and including preparatory design material.

HRC System™ License: usage right to use the HRC System™ for the duration of the validity of the license provided the general terms and conditions of SUPPLIER are met.

HRC™ One License: usage right to use HRC™ One for the duration of the validity of the license provided the general terms and conditions of SUPPLIER are met.


Article 2 Applicability and Hierarchy
1.
These General Terms and Conditions apply to Agreements between SUPPLIER and Contractor regarding the Service.

2.
These General Terms and Conditions became effective on January 1, 2005. In case of inconsistencies between provisions in the Agreement, General Terms and Conditions, or Appendices, the following order of precedence applies:

• the Agreement;
• the Appendices;
• the General Terms and Conditions.

Article 3 Formation of an Agreement
1.
Unless otherwise stipulated, an Agreement between SUPPLIER and Contractor is concluded:

• from the moment SUPPLIER begins executing the order, or;
• from the moment Contractor uses the services or products of SUPPLIER, or;
• from the moment Contractor installs software from SUPPLIER, or;
• from the day the Agreement is signed by the parties, or;
• from the date SUPPLIER has accepted or confirmed in writing the request and any special agreements from Contractor

2.
All offers from SUPPLIER are non-binding unless otherwise stated.

3.
The Agreement or request must be signed by an authorized representative of Contractor.


Article 4 Domain Name
1.
If Contractor has a domain name, it must be issued and registered by a competent authority, in accordance with the conditions used by that authority.

2.
Contractor indemnifies and holds SUPPLIER harmless from any form of claim, lawsuit, or litigation in connection with (the use of) the domain name on behalf of or by Contractor.


Article 5 Delivery of the Service
1.
After the formation of the Agreement, SUPPLIER will deliver the Service as soon as possible. SUPPLIER will take into account the reasonable wishes of Contractor. The delivery times provided by SUPPLIER are never final deadlines unless expressly agreed otherwise in writing.

2.
Contractor will provide SUPPLIER with the data necessary for the delivery of the Service.

3.
Contractor will follow SUPPLIER's instructions regarding the delivery of the Service.


Article 6 Use of Identification Data
1.
SUPPLIER will provide identification data, addressing data, and/or codes exclusively to Contractor for use of the Service. Contractor will handle these identification data, addressing data, and/or codes with care. Contractor will inform SUPPLIER in case of loss, theft, and/or other irregular use, so that parties can take appropriate measures.

2.
Contractor will pay all fees resulting from the use of the Service with identification data, addressing data, and/or codes.

3.
If reasonable suspicion of misuse by Contractor of identification data, addressing data, and/or codes of Contractor arises, SUPPLIER can give Contractor instructions, which must be followed.

4.
If it has been determined that Contractor has misused identification data, addressing data, and/or codes or has not followed the instructions as referred to in the previous paragraph, Contractor is immediately in default.


Article 7 Use of the Service
1.
Contractor is not allowed to resell and/or rent out the Service, unless otherwise agreed in writing.

2.
Contractor must ensure careful use of the Service and any associated End Equipment. Contractor will observe any instructions provided by SUPPLIER for the use of the Service and any associated End Equipment.

3.
Contractor is not allowed to use equipment or software that may cause damage to the Service, to SUPPLIER, or to a third party, or that may cause a malfunction in the Service.

4.
Contractor will act and behave in accordance with what can be expected from a responsible Internet user and will adhere to the rules of the "Netiquette" (the generally accepted rules on the Internet as laid down in RFC 1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and any future amendments thereof.)


Article 8 Use of Networks
1.
Contractor can use networks directly and indirectly connected to SUPPLIER's Network. The condition applies that as soon as Contractor gains access to a third-party network, he will comply with the legal and other conditions applicable at that time for using that network.

2.
It cannot reasonably be expected of SUPPLIER that the conditions mentioned in paragraph 1 are provided to Contractor.

3.
Contractor indemnifies and will hold SUPPLIER harmless from any claim, lawsuit, or litigation due to non-compliance with the provisions in paragraph 1.

4.
Contractor will not cause any disruption to the functioning of SUPPLIER's Network, third-party networks, and/or the link between these Networks through (the content of) the data traffic or through any act and/or omission by Contractor.

5.
If in SUPPLIER's reasonable opinion, a risk arises to the functioning of SUPPLIER's Network and/or services to customers such as, but not limited to, spam mail, open relay, port scanning, or hacking by Contractor and/or on behalf of Contractor, SUPPLIER may give Contractor reasonable instructions that must be executed within the specified period.

6.
Contractor is immediately in default without further notice if the instructions as referred to in the previous paragraph are not followed and/or if (the content of) the data traffic or the act and/or omission by Contractor directly causes a disruption to the functioning of SUPPLIER's Network, third-party networks, or the link between these networks.


Article 9 Data Traffic of Contractor
1.
If a third party points out to SUPPLIER that information is present on Contractor's website which, according to that third party, infringes their rights or is otherwise unlawful, SUPPLIER is entitled, if it is likely that publishing that information is unlawful, to immediately suspend the Service through which the website is connected to SUPPLIER's Network or, if the website is hosted on a system owned by SUPPLIER, to immediately remove the relevant information from that system. SUPPLIER shall never be liable for any damage of any kind suffered by Contractor or its clients as a result of the suspension of Service or the removal of the information.

2.
Contractor indemnifies and will hold SUPPLIER harmless against any form of claim, lawsuit, or litigation from a third party in connection with (the content of) the data traffic or information on Contractor's website.



Article 10 Service and Maintenance
1.
SUPPLIER will, as far as can reasonably be expected, strive to maintain the Service 24/7, except during necessary maintenance periods.

2.
SUPPLIER will, as far as can reasonably be expected, strive to maintain and manage the connection with other networks.

3.
Contractor must report any malfunctions in the functioning of the Service to SUPPLIER as soon as reasonably expected.

4.
SUPPLIER will resolve a malfunction in the Service as soon as possible after the fault is reported by Contractor.

5.
SUPPLIER does not guarantee in any way that the Service provided is suitable for any purpose, nor does it make any other guarantees than those stated in the (written) Agreement or these terms.

6.
The costs for rectifying Service malfunctions are at SUPPLIER's expense, unless:

• Contractor has used the Service incorrectly;
• Contractor has acted contrary to the Agreement or General Terms regarding the use of the Service;
• the costs can otherwise be attributed to Contractor.

Article 11 Privacy
1.
SUPPLIER will comply with its obligations under privacy legislation.

2.
Contractor grants SUPPLIER permission to provide necessary data of Contractor for the delivery of the Service to its affiliated companies, even if these are located outside the European Union.


Article 12 Confidentiality
1.
Each party is obligated to maintain confidentiality towards third parties of confidential data, in any form, obtained from and concerning the other party.

2.
Parties are not obliged to maintain confidentiality regarding information that:

• was already known to the party;
• is independently lawfully collected by the party not involved;
• is lawfully obtained without an obligation of confidentiality from a third party;
• has already been released into the public domain by the rights holder.

3.
Confidential information may only be disclosed to third parties in the following cases:

• to other employees and staff of the own company not involved in the information provision and to third parties, only when necessary within the framework of the Agreement;
• to third parties, if the party that transferred the information has given prior written consent;
• to third parties if this is required by law and following direct notification of such request to the other party.

4.
To the extent third parties are involved in implementing the Agreement, the parties shall guarantee that appropriate confidentiality agreements are made for those third parties and their staff.

5.
If one of the parties is culpably negligent in implementing this article, that party will forfeit an immediately payable penalty of at least 5,000 euros (in words: five thousand euros) per event, not affecting all further rights, including compliance and/or compensation for any damages incurred.


Article 13 Cross-Border Data Transfer
If data, personal data, information, and/or computer programs are transferred by Contractor using the Service across national borders, Contractor indemnifies
SUPPLIER from all claims, costs, or damages by third parties if these data, personal data, information, and/or computer programs are exported contrary to Dutch and/or the country of export statutory regulations.


Article 14 Change and Move
1.
Changes to the billing and/or business address and other administrative details must be communicated in writing to SUPPLIER as soon as possible.

2.
Changes or relocation of a Service must be requested in writing to SUPPLIER. SUPPLIER can charge fees for changes and relocation of a Service.


Article 15 Change in Service Properties
1.
SUPPLIER is entitled to change the technical properties of a Service.

2.
SUPPLIER will announce a change in writing with a reasonable notice period, unless this is not reasonably possible.

3.
If the changes as referred to in this article, in Contractor's opinion, have such a significant impact on how its business operates and/or the Service's functionality, he has the right to terminate the Agreement immediately.



Article 16 Compensation
1.
SUPPLIER can charge additional costs for specification of invoices, transfer of agreements, name changes, and comparable actions alongside the agreed prices.

2.
Amounts specified in the Agreement and in this article are expressed in euros and are exclusive of VAT.

3.
As far as the agreed compensations are related to a specific period and not owed for a full period, SUPPLIER can charge an amount prorated per calendar day.

4.
If periodic payments are owed by Contractor, SUPPLIER is entitled, unless expressly agreed otherwise in writing, to adjust current prices and rates quarterly on the first day of that quarter, provided SUPPLIER has notified Contractor in writing of the intended adjustment at least 30 days before the start of the relevant quarter. If SUPPLIER wishes to lower the current prices and rates, SUPPLIER is entitled to implement this reduction immediately.

5.
If SUPPLIER has concluded an agreement with a third party on behalf of Contractor and that third party increases its rates, SUPPLIER is entitled to implement that rate increase immediately.

6.
If Contractor does not wish to agree with a price increase or rate increase as indicated by SUPPLIER as mentioned in paragraph 4 of this article, Contractor has the right to terminate the Agreement in writing within fourteen business days of the date of the notification from SUPPLIER specifying the date on which the price or rate increase would take effect.



Article 17 Payment
1.
The fees for the Service are due from the moment Contractor can use the Service. The service also includes: all reservations already offered and processed by the system via channels or own website. In case of a termination, all future internet reservations will be processed with a closing invoice as the service has already been provided.

2.
SUPPLIER will invoice Contractor for the fees owed by way of an invoice. Payment must be made within 14 days from the invoice date. The moment of payment is when SUPPLIER has received the amount due.

3.
SUPPLIER invoices in advance.

4.
If Contractor believes the invoice amount is incorrect, Contractor must notify SUPPLIER of the objections in writing before the invoice due date. After receiving the objection, SUPPLIER will investigate the correctness of the invoice amount. The portion of the invoice amount against which no objection is made remains due. Payment of that portion may not be suspended.

5.
If Contractor has not paid within the period mentioned in paragraph 2, SUPPLIER will notify him in writing and set a new payment period. If payment is still not made after the expiration of the new term, Contractor is in default, and all outstanding invoices become immediately due.

6.
If Contractor is in default, SUPPLIER can charge reasonable costs for obtaining judicial and extrajudicial satisfaction at Contractor's expense and can charge statutory interest from the date the invoices are due.


Article 18 Financial Security
1.
If doubt reasonably exists based on facts and circumstances whether Contractor will meet its payment obligations, SUPPLIER has the right to demand financial security from Contractor.

2.
The amount of the financial security mentioned in paragraph 1 will not exceed the amount that Contractor is reasonably expected to owe over a period of six months according to SUPPLIER's opinion.

3.
The method of providing security will be agreed upon further.

4.
As soon as the necessity for security based on facts and circumstances is no longer present, SUPPLIER will inform Contractor that the financial security can lapse.


Article 19 Intellectual Property
1.
All intellectual or industrial property rights on all programs, equipment, analyses, designs, documentation, reports, offers, preparatory materials, etc., provided under the Agreement (collectively referred to as "the works") are exclusively vested in SUPPLIER or its licensors.

2.
SUPPLIER will indemnify Contractor against any legal action based on the claim that works provided by SUPPLIER infringe a valid intellectual or industrial property right in the Netherlands, provided Contractor immediately informs SUPPLIER in writing of the existence and content of the legal action and leaves the handling of the case, including making any settlements, entirely to SUPPLIER. Contractor will provide SUPPLIER with the necessary power of attorney, information, and cooperation so that SUPPLIER can defend itself against these legal actions, if necessary in Contractor's name. The indemnification obligation lapses if and to the extent the infringement is related to modifications Contractor has made to the works or has had made.

3.
All rights concerning copyright, source codes, trademarks, intellectual property, and other components used for and/or by the HRC System™, HRC™ Online, and HRC™ CMS, websites, and other services, however called and wherever in the world, belong at all times and in all circumstances to SUPPLIER.


Article 20 Software License Agreement
This article regulates the usage of SUPPLIER's software products by Contractor, including any manuals, disks, CDs, DVDs, distributed computer programs, and related materials (the "software"). By opening the sealed packaging of the software carriers and/or installing the software, Contractor accepts the terms of this agreement. If Contractor does not agree to the terms of this agreement, Contractor must return the software carriers in their unopened packaging along with the accompanying items within 8 days of purchase by registered mail, along with a de-installation declaration for a full refund.

1.
Licensing. This agreement grants Contractor the right to make and use a single copy of the software. The software is "in use" on a computer when it is loaded in temporary memory or installed in permanent memory or on that computer's hard drive. Contractor may use the software on its own closed network with a maximum of 1 active database. For information on favorable multi-license rates, Contractor can contact SUPPLIER.

2.
Copyright and restrictions. The software is protected by intellectual property laws and international treaty provisions. SUPPLIER retains all copyrights. Contractor only obtains a license “for use” as described in this agreement. Only one copy of the software is allowed to be made for backup or archival purposes. Software can only be copied to a single fixed disk, provided Contractor retains the original solely for backup or archival purposes. The software may not be rented or leased or otherwise disclosed or reproduced except for Contractor's own use. Public libraries are prohibited from lending the software without prior written consent from SUPPLIER. This license may not be transferred in any way.

4.
The software shall not be decompiled, disassembled, or decrypted. Violation will result in an immediately payable penalty of at least 2,000,000 euros (two million euros).

5.
Limited Warranty. SUPPLIER warrants that the media on which the software is distributed will be free from material and manufacturing defects for 60 days from the date of purchase. SUPPLIER will, at its discretion, refund the software's purchase price, or repair or replace the software, provided (a) the defective software is returned to SUPPLIER within 60 days from the purchase date, accompanied by original proof of purchase and a de-installation declaration. This warranty is Contractor's exclusive remedy for invoking the warranty. No other warranties are given by SUPPLIER as described above.

6.
Limitation of Liability. SUPPLIER excludes all liability for defects in the software. To the extent that this clause cannot be legally agreed upon, SUPPLIER's liability shall be limited to the purchase price of the software.

7.
Contractor commits to completing and signing the de-installation form when Contractor no longer wishes to use SUPPLIER's software products or when one of the parties terminates the agreement, subject to all delivery conditions referring to article 24. With the de-installation form, Contractor declares that the delivered software can no longer be used or installed in any way by Contractor or others.



Article 21 Force Majeure and/or Special Circumstances
1.
SUPPLIER is not obliged to fulfill any obligation to Contractor if it is prevented from doing so due to a situation that is not attributable to its fault nor at its expense under the law, legal act, or generally accepted views.

2.
Situations that, among other things, but not exclusively, are not at the expense of SUPPLIER include a disruption in the energy or material supply, transport delay, a strike, the failure to timely deliver by SUPPLIER's services and/or product, and/or disruptions in a service and/or product.

3.
In case of temporary force majeure, SUPPLIER is entitled to extend the delivery time or the period within which the work had to be performed by the duration of the temporary prevention from delivering or performing. If the temporary force majeure lasts longer than six months, Contractor is entitled to dissolve the Agreement. This right expires as soon as the situation of temporary force majeure has ended and the right to dissolution has not yet been exercised.

4.
Except as provided in paragraph 3 of this article, Contractor is not entitled to dissolve the Agreement or demand damages in case of force majeure.


Article 22 Liability
1.
SUPPLIER accepts statutory obligations for compensation to the extent that this article shows.

2.
SUPPLIER's total liability for attributable shortcomings in fulfilling the Agreement with Contractor is limited to compensation for direct damage up to the amount of the agreed price for that Agreement (excluding VAT). In no event will total compensation for direct damage exceed €1,000 (one thousand euros).

3.
SUPPLIER's total liability for damage due to death or bodily injury or material damage to items will in no event exceed €10,000 (ten thousand euros) per event, whereby a series of related events is considered a single event.

4.
SUPPLIER's liability for indirect damage, including consequential damage, lost profits, missed savings, damage due to business stagnation, loss, exchange, or damage to electronic data and/or delay in data traffic transport is excluded.

5.
In addition to the cases mentioned in paragraphs 2 and 3 of this article, SUPPLIER has no liability for compensation, regardless of the ground on which a compensation action would be based.

6.
SUPPLIER's liability for attributable shortcomings in fulfilling an Agreement only arises if Contractor immediately and adequately notifies SUPPLIER in writing of the default, giving SUPPLIER a reasonable period to fulfill its obligations, and SUPPLIER continues to fall short in fulfilling its obligations after that period. The notice of default must contain a detailed description of the shortcoming so that SUPPLIER can respond appropriately.

7.
A condition for any right to compensation is that Contractor reports the damage to SUPPLIER in writing as soon as possible, but no later than within one (1) month after its occurrence.



Article 23 Suspension
1.
SUPPLIER reserves the right to temporarily deactivate the Service and/or limit its use if Contractor does not fulfill an obligation arising from the General Terms and/or the Agreement relating to the Service towards SUPPLIER and this non-fulfillment justifies suspension. The obligation to pay the fees remains in effect during the suspension period.

2.
Reconnection and/or provision of the Service will take place if it appears that Contractor has fulfilled its obligations within a period set by SUPPLIER and has paid the amount determined for reconnection and/or provision.


Article 24 Duration and Termination
1.
The Agreement is entered into for an indefinite period unless otherwise agreed.

2.
If the Agreement is entered into for an indefinite period, either party may terminate the Agreement at the end of a calendar month with a notice period of two calendar months, unless otherwise agreed.

3.
If the Agreement is entered into for a fixed period, either party may terminate the Agreement at the end of the specified period with a notice period of two calendar months, unless otherwise agreed.

4.
Either party has the right to terminate the Agreement without judicial intervention and without prior notice with immediate effect if:

• the other party has applied for (provisional) suspension of payments or this has been granted to him/her;
• the other party has been declared bankrupt or has filed for bankruptcy;
• the business of the other party is liquidated;
• the business activities are actually ceased;
• the other party is in default.

5.
Any termination or cancellation of services must be made in writing.

For termination or cancellation of services and/or products, the termination form provided by SUPPLIER must be used.



Article 25 Consequences of Termination
In case of termination of the Agreement, regardless of the reason:

1.
SUPPLIER will immediately take back the identification data, addressing data, and/or codes provided under article 6 of these terms after the termination of the Agreement;

2.
SUPPLIER will terminate the domain name(s) registered for Contractor one month after the termination of the Agreement with the relevant authority(s);

3.
SUPPLIER can charge Contractor reasonable termination costs;

4.
All obligations that are explicit or by their nature intended to remain in force will remain in full force.



Article 26 Transfer
Without prior written consent from SUPPLIER, Contractor is not entitled to transfer rights and obligations under the Agreement to a third party.


Article 27 Amendment of General Terms
1.
SUPPLIER has the right to amend the General Terms and to declare the amended General Terms applicable to existing Agreements.

2.
If SUPPLIER declares the amended General Terms applicable to existing Agreements, SUPPLIER will announce the changes in time via the website www.hrcdigital.com. They will come into effect 8 days after the change's announcement or on a later date specified in the announcement.

3.
If Contractor does not wish to accept a change in the General Terms, he can terminate the Agreement against the date on which the amended terms take effect.

4.
If any provision of these General Terms is null or void, the remaining provisions of these General Terms will remain fully in force. Contractor and SUPPLIER will consult to agree on a new provision to replace the null or void provision, taking into account the purpose and intent of the null or void provision as much as possible.


Article 28 Hardware Ownership
Hardware supplied by SUPPLIER remains the property of SUPPLIER and is immediately recoverable until the full invoice amount for the hardware is paid.


Article 29 Final Provision
1.
The administration of SUPPLIER provides full evidence between the parties, subject to evidence to the contrary.

2.
All disputes arising from the Agreement will be submitted to the competent court in the district as indicated by SUPPLIER.

3.
Dutch and European law apply to this agreement.

4.
All disputes arising from this agreement will be submitted to the competent court in the district as indicated by SUPPLIER.

5.
The Dutch language will always be used in correspondence both written and spoken.

6.
If certain articles in this agreement are conflicting or not valid according to Dutch or European legislation, all other articles will still apply.