Terms of Use

General Terms and Conditions Red and Bundle
Red and Bundle (hereinafter: supplier), registered and having its office at Kruisstraat 21, (6953 CA) Dieren, The Netherlands, registered with the Dutch Chamber of Commerce under registration id/number 70592330.
Section A. General
Article 1 Applicability Terms and Conditions
1. These Terms and Conditions (hereinafter also to be referred to as: these general terms) apply to all offers and agreements for which supplier delivers goods and/or services, of whatever nature and under whatever name, to client.
2. These general terms can only be departed from or be supplemented if agreed by parties in writing.
3. The applicability of any of the client’s purchase or other terms is explicitly excluded.
4. If and insofar as supplier makes products or services of third parties available to client or grants access to these products or services, the terms of the third parties in question apply to these products or services in the relationship between supplier and client and replace the provisions in these general terms that depart from those third party terms, provided that client has been informed by supplier about the applicability of the (licensing or sales) terms of those third parties and client has been given a reasonable opportunity to take note of those terms. Contrary to the previous sentence, client cannot invoke a failure on the part of supplier to meet the aforementioned obligation if client is a party as referred to in article 6:235 paragraph 1 or paragraph 3 of the Netherlands Civil Code.
5. If and insofar as the terms of third parties in the relationship between client and supplier referred to above prove to be inapplicable or are declared inapplicable for any reason whatsoever, these general terms apply in full.
6. If any provision of these general terms should be null and void or is annulled, the other provisions of these general terms remain fully applicable and effective. In that case, supplier and client consult as to arrange for new provisions which have the same purport, as much as possible, and that will replace the provisions that are null and void or that have been annulled.
7. Without prejudice to the provisions of article 1.4, the provisions of these general terms prevail if a conflict should arise about any of the arrangements made by parties, unless parties have explicitly departed from these terms in writing, with reference to these terms. In the event of a conflict between the provisions of different sections of these general terms, the provisions of a prior section apply, unless parties have explicitly agreed otherwise
Article 2 Offers
1. All off supplier’s offers and other forms of communication are without obligation, unless supplier should indicate otherwise in writing. Client guarantees the correctness and completeness of the information provided, with the exception of obvious typing errors, by or on behalf of client to supplier and on which information supplier has based its offer.
Article 3 Price and Payment
1. The prices are exclusive of turnover tax (VAT) and other levies imposed by the government. All prices stated by supplier are in euros (EUR) and client must make all payments in euros.
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2. Client cannot derive any rights or expectations from any cost estimate or budget issued by supplier, unless parties have agreed otherwise in writing. A budget communicated by client is only considered a (fixed) price agreed on by parties if this has been explicitly agreed in writing.
3. If, according to the contract concluded between the parties, the Client consists of several natural persons and/or legal entities, each of these natural persons and/or legal entities shall be jointly and severally liable towards Supplier for performance of the contract.
4. Supplier shall be entitled to yearly adjust, in writing and in accordance with the CBS (Dutch Central Statistics Bureau) Consumer Price Index figure (series: all households 2015 = 100). Also, supplier is entitled to adjust, in writing and with due observance of a term of at least three months the applicable prices and rates. If client does not agree to the adjustment in this latter case client shall be entitled to terminate (in Dutch: opzeggen) the Agreement in writing within thirty days following notice of the adjustment, which termination shall take effect on the date on which the new prices and/or rates would take effect.
5. Information from supplier's records shall count as conclusive evidence with respect to the activities delivered by Supplier and the amounts owed, without prejudice to client's right to produce evidence to the contrary.
6. In their agreement parties lay down the date or dates on which supplier invoices the fee for the activities agreed on with client. Any sums due are paid by client in accordance with the payment terms agreed on or as stated in the invoice. Client is neither entitled to suspend any payments nor to set off any of the sums due.
Article 4. Term, termination and cancellation
1. If and insofar as the agreement between parties is a continuing performance contract, the agreement is entered into for the term agreed on by parties. A term of one (1) year applies if a specific term has not been agreed on.
2. The duration of the agreement for a definite period of time is tacitly extended, each time by the period of time originally agreed on with a maximum of one year, unless client or supplier should terminate the agreement by serving written notice of termination (in Dutch: opzeggen), with due observance of a notice period of one (1) month prior to the end of the relevant term.
3. Client is not entitled to terminate (in Dutch: opzeggen) an agreement before the end of the term; client is not entitled either to terminate an agreement that ends by completion before it has been completed.
4. Recession (in Dutch: ontbinding)
Each party shall only be authorised to rescind an agreement due to an attributable failure if the other party, in all cases after a written notice of default that is as detailed as possible and that grants a reasonable term to remedy the breach has been issued, is culpably failing to fulfil essential obligations under the agreement.
If, at the time of rescission, client has already used and/or received goods or services, the associated payment obligations shall not be undone unless client proves that supplier is in default with respect to the essential part of such services. With due regard to the stipulation of the preceding sentence, amounts invoiced by supplier prior to rescission shall remain payable in full and shall become immediately due and payable at the time of termination.
5. Termination (in Dutch: beëindiging)
Either of the parties may terminate an agreement in writing, in whole or in part, without notice of default being required and with immediate effect, if the other party is granted a moratorium, whether or not provisional, a petition for bankruptcy is filed for the other party or the company of the other party is liquidated or dissolved other than for restructuring or a
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merger of companies. Supplier may also terminate the agreement, in whole or in part, without notice of default being required and with immediate effect, if a direct or indirect change occurs in the decisive control of the client's company. Supplier is never obliged to repay any amount in money already received or pay any amount in compensation due to termination as referred to in this paragraph. If client goes irrevocably bankrupt, its right to use services shall end without termination by supplier being required.
Article 5. Confidentiality and security
1. Client and supplier must ensure that all information received from the other party, that the receiving party knows or should reasonably know is confidential, is kept secret. This duty of confidentiality shall not apply to supplier if and insofar as supplier is required to provide the information concerned to a third party in accordance with a court decision or a statutory requirement, or if and insofar as doing so is necessary for the proper performance of an agreement by supplier. The party that receives the confidential information may only use it for the purpose for which it was provided. Information shall in any case be deemed to be confidential if It has been qualified as such by one of the parties.
2. If and insofar information security is provided by supplier, it shall meet a standard that is not unreasonable in terms of the state of the art, the sensitivity of the information and the costs associated with the security measures taken. Client must adequately secure its systems and infrastructure and have active antivirus software protection at all times.
Article 6. Terms and deadlines
1. Supplier makes reasonable efforts to comply to the greatest extent possible with the terms and delivery periods and/or dates and delivery dates, whether or not these are deadlines and/or strict dates, that it has specified or that have been agreed on by parties. The interim dates and delivery dates specified by supplier or agreed on by parties always apply as target dates, do not bind supplier and are always indicative.
2. If a term or period of time is likely to be exceeded, supplier and client consult as to discuss the consequences of the term being exceeded in relation to further planning.
3. In all cases – therefore, also if parties have agreed on deadlines and strict delivery periods or dates and delivery dates – supplier is only in default because of a term or period of time being exceeded after client has served supplier with a written notice of default and has set a reasonable period of time for supplier to remedy the failure to meet its obligations and this reasonable term has passed. The notice of default must describe supplier’s breach to meet its obligations as comprehensively and in as much detail as possible so that supplier has the opportunity to respond adequately.
4. If it has been agreed that the activities to be performed under the agreement must be performed in phases, supplier is entitled to postpone the start of the activities for a next phase until client has approved the results of the preceding phase in writing.
5. Supplier is not bound by a date or delivery date or term or delivery period, whether or not these are deadlines and/or strict dates, if parties have agreed on an adjustment in the content or scope of the agreement (additional work, a change of specifications, etc.) or a change in approach with respect to the performance of the agreement, or if client fails to fulfil its obligations under the agreement or fails to do so on time or in full.
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Article 7. Intellectual property
1. All intellectual property rights to the software, training, as well as all other materials, developed or made available to the client under an Agreement are held exclusively by supplier, its licensors or its suppliers unless explicitly agreed otherwise in writing.
2. Client is solely granted the rights of use laid down in these general terms or in the agreement entered into by parties in writing. A right to use accorded to client is non-exclusive and may not be transferred, pledged or sublicensed.
3. If and insofar supplier is prepared to undertake to transfer an intellectual property right, such undertaking may only be explicitly effected in writing. If parties agree in writing that an intellectual property right with respect to software, data files or other works or materials specifically developed for client is transferred to client, this does not affect supplier’s rights or options to use and/or exploit, either for itself or for third parties and without any restriction, the parts, designs, algorithms, documentation, works, protocols, standards and the like on which the developments referred to are based for other purposes. Supplier is also entitled to use and/or exploit, either for itself or for third parties and without any restrictions, the general principles, ideas and programming languages that have been used as a basis to create or develop any work for other purposes. The transfer of an intellectual property right does not affect supplier’s right to continue developing , either for itself or for third parties, software - or elements of software - that are similar to or derived from software – or elements of software - that have been or are being developed for client.
4. Client is not permitted to remove or change any indication with respect to the confidential nature of the software, data files or materials or with respect to copyrights, brands, trade names or any other intellectual property right pertaining to the software, data files or other materials, or have any such indication removed or changed.
5. Supplier indemnifies client against any claim of a third party based on the allegation that software, data files or other materials developed by supplier itself infringe an intellectual property right of that third party, provided always that client promptly informs supplier in writing about the existence and content of the claim and leaves the settlement of the claim, including any arrangements to be made in this context, entirely up to supplier. To this end, client provides supplier with the powers of attorney and information required and renders the assistance supplier requires to defend itself against such claims.
6. Client guarantees that no rights of third parties preclude making hardware, software, material intended for websites, data files and/or other materials, designs and/or other works available to supplier for the purpose of use, maintenance, processing, installation or integration; this guarantee also pertains to client’s having the relevant licenses. Client indemnifies supplier against any claim of a third party based on the allegation that making any of this available and/or the use, maintenance, processing, installation or integration infringes a right of that third party.
Article 8. Privacy
1. If necessary for the performance of the Agreement, the client shall on request inform supplier in writing about the way in which the client performs its legal obligations regarding the protection of personal data.
2. If an agreement entails the processing of personal data within the meaning of the General Data Protection Regulation (GDPR), the client will be fully responsible for this data. Supplier will be regarded as the processor and client as the controller. The rights and obligations of the parties are set out in a separate Data Processing Agreement.
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3. The client indemnifies supplier against claims of persons whose personal data is recorded or processed in the context of a register of personal data that is maintained by the client or for which the client is otherwise responsible by law, unless the client proves that the facts on which a claim is based are attributable to supplier.
Article 9. Obligations to cooperate
1. The parties acknowledge that the success of work in the field of information and communications technology depends on proper and timely mutual cooperation. A Party will always provide all cooperation reasonably required by the other party in a timely manner.
2. The client bears the risk of selecting goods and/or services to be provided by the supplier. The client always takes the utmost care to guarantee that the requirements that the supplier must meet are accurate and complete.
3. Client itself is responsible for the hardware, infrastructure and auxiliary software and ensures that the (auxiliary) software for its own hardware is installed, organised, parameterised and tuned and, where required, that the hardware, other (auxiliary) software and the operating environment used are modified and kept updated, and that the interoperability wanted by client is effected.
4. The risk of loss, theft, misappropriation or damage of goods, information (including user names, codes and passwords), documents, software or data files that are created for, delivered to or used by client in the context of the performance of an agreement pass to client at the moment these are placed under the actual control of client or an auxiliary person of client.
Article 10. Liability
1. If either Party fails to discharge an agreement, the other Party may give it notice of default. In such a case the defaulting Party will be given a reasonable period in which to perform the obligation. If the Party in breach still fails to perform the obligation within this further period, it will then be deemed to be in default. Notice of default is not necessary where the period for performance constitutes a strict deadline or where it must be inferred from a notification from or the conduct of the defaulting party that it will fail to perform its obligation. A party that imputably fails to discharge its obligations is liable to the other party for any loss or damage suffered and/or yet to be suffered by the latter.
2. The liability referred to in article 10.1 for any damage arising from death or bodily injury is limited to the amount of EUR 1,250,000 (one million two hundred fifty thousand euros). For this purpose, interrelated events will be treated as a single event.
3. The liability referred to in article 10.1 for loss or damage other than that referred to in article 10.2 is limited per event to an amount not exceeding two (2) times the price stipulated for the agreement in question. Supplier’s liability for loss or damage other than that referred to in article 10.2, on any legal basis whatsoever, shall never amount more than EUR 50,000 (fifty thousand euros), however. For this purpose, interrelated events will be treated as a single event.
4. The exclusions and limitations of supplier's liability described paragraphs 1 up to and including 3 are entirely without prejudice to the other exclusions and limitations of supplier's liability described in these terms and conditions or agreements.
5. The exclusions and limitations of liability in this article 10 shall cease to apply if and insofar as the loss is the result of deliberate intent or recklessness on the part of supplier’s management.
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6. For there to be any right to compensation, client must always report a loss to supplier in writing as soon as possible after the loss has occurred. Each claim for compensation against supplier shall be barred by the mere expiry of a period of 24 months following the inception of the claim unless client has instituted a legal action for damages prior to the expiry of this period.
7. The provisions of this article and all other limitations and exclusions agreed upon shall also apply for the benefit of all natural persons and legal entities that Supplier engages in the performance of this Agreement.
Article 11. Force majeure
1. None of the parties shall be obliged to fulfil any obligation, including any statutory and/or agreed warranty obligation, if it is prevented from doing so by force majeure. Force majeure on the part of supplier means, among other things:
a. force majeure on the part of the suppliers of supplier;
b. the failure to properly fulfil obligations on the part of suppliers that were prescribed to supplier by the client;
c. defects in items, equipment, software or materials of third parties the use of which was prescribed to supplier by client;
d. government measures;
e. power failures;
f. internet, data network or telecommunication facilities failures;
g. war; and
h. general transport problems.
2. Either of the parties shall have the right to rescind the Agreement and/or any other agreement in writing if a situation of force majeure persists for more than 60 days. In such an event, that which has already been performed shall be paid for on a proportional basis without the parties owing each other anything else.
Article 12. Adjustments and extra work
1. If, at client’s request or after client’s prior consent, supplier has performed activities or has delivered goods or services that are outside the scope of the agreed activities and/or delivery of goods or services, client is charged for these activities or for these goods or services on the basis of the agreed rates or, if no rates have been agreed on by parties, on the basis of supplier’s applicable rates.
2. Client realizes that adjustments and extra work (may) result in terms and delivery periods and/or dates and delivery dates being postponed. Any new terms and delivery periods and/or dates and delivery dates indicated by supplier replace the previous terms and delivery periods and/or dates and delivery dates.
3. If and insofar as a fixed price has been agreed on for the agreement, supplier informs client, at client’s request and in writing, about the financial consequences of the extra work or additional delivery of goods or services referred to in this article.
Article 13. Varia
1. The client may not sell, transfer or pledge its rights and obligations under an agreement to a third party.
2. Supplier may make amendments to these terms and conditions. In case of an amendment, supplier will give client at least 30 days notice thereof. An amendment will be considered to be accepted by client and will enter into force on the date determined by supplier, if client
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does not reject the amendment within 30 days following the notification thereof. If client rejects the amendment, supplier will be entitled to terminate the Agreement by giving at least 30 days notice of termination with effect from the end of a calendar month. In that case supplier shall refund all amounts prepaid by client and are no longer due
3. The supplier is entitled to sell, transfer or pledge its payment claims to a third party.
Article 14. Applicable law and disputes
1. Agreements between the supplier and client are governed by Dutch law. Applicability of the Vienna Convention 1980 (The United Nations Convention on Contracts for the International Sale of Goods (CISG)) is excluded.
2. Disputes that arise as a result of the agreement between the parties and/or as a result of further agreements that result therefrom, will be submitted exclusively to the court of Gelderland, The Netherlands.
Section B. Software Development
The provisions in this section ‘Software Development’ apply, apart from Section A. General of these general terms, if supplier develops software as described in Section B for client and possibly installs the software.
Article 15. Specifications and development of software
1. Development always takes place under an agreement for services. If no specifications of the software to be developed have been provided before the agreement is entered into or no specifications are provided when the agreement is entered into, parties specify, by consultation and in writing, the software to be developed and the manner in which the software will be developed.
2. Supplier develops the software with due care and in accordance with the explicitly agreed specifications and, where applicable, with due regard for the project organization, methods, techniques and/or procedures agreed on in writing with client. Before starting the development activities, supplier may require that client should agree to the specifications in writing.
3. If no specific arrangements have been made in the matter, supplier starts the development activities within a reasonable period or time, to be determined by both parties, after the agreement has been entered into.
4. At supplier’s request, client provides supplier with the opportunity to perform activities at client’s premises outside the usual working days and working hours.
5. If parties agree that, apart from development activities, supplier also provides training courses, maintenance and/or support, supplier may request that client should enter into a separate, written agreement. Supplier charges client separately for these services, at supplier’s applicable rates.
Article 16. Delivery and installation
1. At its discretion, supplier either delivers the software on the agreed type of data carrier or, if no arrangements have been made in this regard, on a type of data carrier determined by supplier, or makes the software online available to client. At supplier’s discretion, any agreed user documentation is made available in hardcopy or digital form, in a language determined by supplier.
2. Supplier only installs the software at client’s business premises if this has been agreed on. If no arrangements have been made in this respect, client itself is responsible for installing,
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designing, parameterising, tuning and, if necessary, for modifying the hardware and operating environment used.
Article 17. Acceptance
1. If parties have not agreed on an acceptance test, client accepts the software in the state that it is in when delivered (‘as is, where is’), therefore, with all visible and invisible errors and defects, without prejudice to supplier’s obligations under the guarantee scheme as set out in article 20. If this should be the case, the software is deemed to have been accepted by client upon delivery or, if installation by supplier has been agreed on in writing, upon completion of the installation.
2. If an acceptance test has been agreed on by parties, the provisions of articles 17.3 up to and including 17.10 apply.
3. Where these general terms refer to ‘error’ this is understood to mean a substantial failure of the software to meet the functional or technical specifications of the software explicitly made known by supplier in writing and, if all or part of the software is customized software, a substantial failure to meet the functional or technical specifications explicitly agreed on in writing. An error only exists if it can be demonstrated by client and if it is reproducible. Client is obliged to report errors without delay. Supplier does not have any other obligation whatsoever with respect to other imperfections in or on the software than those in relation to errors in the sense of these general terms.
4. If an acceptance test has been agreed on, the test period is fourteen days following delivery or, if installation by supplier has been agreed on in writing, fourteen days following the completion of installation. During the test period, client may not use the software for production or operational purposes. Client performs the agreed acceptance test with qualified personnel, to an adequate extent and in sufficient detail.
5. If an acceptance test has been agreed on, client is obliged to check whether the software delivered meets the functional or technical specifications explicitly made known by supplier in writing and, if and to the extent that all or part of the software is customized software, that it meets the functional or technical specifications explicitly agreed on in writing.
6. If testing on client’s instruction involves personal data being made use of, client ensures that using these data for this purpose is permitted.
7. The software is understood to have been accepted:
a) if parties have agreed on an acceptance test: on the first day following the test period, or,
b) if supplier receives a test report as referred to in article 17.8 prior to the end of the test period: at the time the errors listed in this test report have been repaired, notwithstanding the presence of errors that, according to article 17.9, do not prevent acceptance, or,
c) if client uses the software in any way for production or operational purposes: at the time it is put into use for production or operational purposes.
8. If it should become clear when the agreed acceptance test is carried out that the software contains errors, client reports the test results to supplier in writing in a well-ordered, detailed and understandable manner no later than on the last day of the test period. Supplier makes every effort to repair the errors referred to within a reasonable period of time. In this context, supplier is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions.
9. Client is neither entitled to refuse to accept the software for reasons that are not related to the specifications explicitly agreed on in writing by parties nor entitled to refuse to accept
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the software because it has minor errors, i.e. errors that do not prevent – within reason – the productive or operational use of the software, all of this without prejudice to supplier’s obligation to repair these minor errors as referred to in article 20. Acceptance may not be refused either because of aspects of the software that can only be assessed subjectively, such as aesthetic aspects of the user interfaces.
10. If the software is delivered and tested in phases and/or parts, non-acceptance of a certain phase and/or part is without prejudice to the acceptance of a previous phase and/or a different part.
11. Acceptance of the software in one of the ways referred to in this article results in supplier being discharged of its obligations in the context of making the software available and delivering it and, if installation of the software by supplier has also been agreed on, of its obligations in the context of installing it.
12. Acceptance of the software is without prejudice to client’s rights under article 17.9 regarding minor errors and article 20 providing for guarantees.
Article 18. Right to use
1. Supplier makes the software developed on client’s instructions, together with the relevant user documentation, available to client for use. The right to use the software is non-exclusive, nontransferable, non-pledgeable, non-sublicensable and territorially unlimited.
2. Supplier’s obligation to make the software available and client’s right to use the software exclusively extend to the so-called object code of the software. The source code of the software and the technical documentation prepared when the software is developed is only made available to client if this has been agreed in on writing, in which case client is entitled to modify the software.
3. Supplier is not obliged to make the auxiliary software and program or data libraries required for the use and/or maintenance of the software available to client.
4. Supplier may require that client should only start using the software after it has received one or more codes needed for the use from supplier.
5. Client is only entitled to use the software in and for its own organization or company and only insofar as required for the intended use. Client does not use the software for the benefit of third parties, for example in the context of Software-as-a-Service (SaaS) or outsourcing.
6. Client is never entitled to sell, lease or alienate, or grant limited rights to, or make the software and the carriers on which the software is or will be recorded available to third parties, in any way whatsoever, for whatever purpose or under whatever title. Neither is client entitled to grant, whether or not remotely (online), a third party access to the software or place the software with a third party for hosting, not even if the third party concerned exclusively uses the software in client’s interest.
7. Supplier is not obliged to maintain the software and/or provide support to users and/or administrators of the software. If, contrary to the foregoing, supplier is asked to perform maintenance activities and/or provide support for the software, supplier may require that client should enter into a separate, written agreement for this purpose.
Article 19. Payment
1. If no payment scheme has been agreed on, all sums related to the development of software become due and payable, in arrears, per calendar month.
2. The price for the development activities includes payment for the right to use the software.
3. The payment for the development of the software does not include payment for auxiliary software and program and data libraries, and any installation services and any modifications
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and/or maintenance of the software required by client. The payment does not include support services for the users of the software and/or website either.
Article 20. Guarantees
1. Supplier does not guarantee that the software it has developed function properly on all sorts of new versions of web browser types and possibly other software. Supplier does not guarantee either that the software function properly on all types of hardware.
2. Supplier makes reasonable efforts to repair errors in the sense of article 17.3 within a reasonable period of time if these errors are reported, in detail and in writing, to supplier within a period of three (3) months after delivery or, if an acceptance test was agreed, within three (3) months after acceptance. Supplier does not guarantee that the software is suitable for the actual and/or the intended use. Supplier does not guarantee either that the software functions without interruptions and/or that all errors are always repaired. Repairs are carried out free of charge unless the software was developed on client’s instructions other than for a fixed price, in which case supplier charges the costs of the repairs to client at its applicable rates.
3. Supplier may charge the costs of the repairs to client at its applicable rates if such repairs are required as a result of usage errors or client not using the software properly, or as a result of causes that cannot be attributed to supplier. The obligation to repair errors ends if client modifies the software or has such modifications implemented without supplier’s written permission.
4. Errors are repaired at a location and in a manner to be determined by supplier. Supplier is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the software.
5. Supplier is never obliged to recover corrupted or lost data.
6. Supplier does not have any obligation whatsoever, of whatever nature or content, with respect to errors reported after the end of the guarantee period referred to in article 20.2.
Section C. Training
The provisions in this section C. ‘Training’ apply, apart from the A. General provisions of these terms and conditions, if supplier provides services, under whatever name and in whatever way – for example in electronic form – in the field of training (hereinafter to be referred to as: training courses).
Article 21. Registration and cancellation
1. Registration for a training course must take place in writing and is binding following its confirmation by supplier.
2. Client may replace a training course participant by another participant following supplier’s written permission.
3. If, in supplier’s opinion, the number of registrations should give rise to this, supplier is entitled to cancel the training course, to combine it with one or more training courses or schedule it on a later date or at a later time. Supplier reserves the right to change the location of the training course and is entitled to change the training course in organizational terms and in terms of content, such as converting the training into a digital or physical form.
4. If client or a participant cancels participation in a training course, the consequences of the cancellation are governed by supplier’s applicable rules. In any case, cancellation must take place in writing and prior to the training course or the part of the training course concerned. Cancellation or non-attendance does not affect client’s payment obligations under the agreement.
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Article 22. Training courses
1. Client accepts that supplier determines the content and the scope of the training course.
2. Client informs the participants about the obligations under the agreement and the rules of conduct and other rules prescribed by supplier for participation in the training course, and client ensures compliance by participants with these obligations and rules.
3. If supplier uses its own hardware or software in the training course, supplier does not guarantee that this hardware or software is free of errors and operates without interruption. If the training course is at client’s premises, client ensures that an appropriate classroom and properly operating hardware and software are available. In the event the facilities at client’s premises appear not meet the requirements and the quality of the training course, therefore, cannot be guaranteed, supplier is entitled not to start or to shorten the training course or to stop it altogether.
4. The agreement does not include administering an exam or a test.
5. Client is separately charged for the documentation, training materials or training resources made available or produced for the training course. This also applies for possible training course certificates or duplicates of training course certificates.
Article 23. Price and payment
1. Supplier may require that client should pay the sums due prior to the start of the training course. Suppler may exclude participants from participating in the training course if client fails to ensure the payment is made in time, without prejudice to any other rights supplier may have.
2. If supplier has carried out a preliminary study to make a training course plan or has given training course recommendations, client may be separately charged for any costs involved.
D. Advisory and consultancy services
The provisions in this section ‘Advisory and consultancy services’ apply, apart from section A. General of these general terms, if supplier provides services in the field of advice and consultancy, which services are not provided under client’s direction and supervision.
Article 24. Performance of advisory and consultancy services
1. Supplier performs the advisory and consultancy services in a fully independent manner, at its own discretion and without client’s supervision and directions.
2. Supplier does not commit to a completion time of the assignment because the completion time of an assignment in the field of advisory or consultancy services depends on various factors and circumstances, such as the quality of the data and the information provided by client and the assistance rendered by client and relevant third parties.
3. Supplier performs its services on supplier’s usual working days and during supplier’s usual business hours.
4. The use that client makes of any advisory and/or a consultancy report drafted by supplier is always at client’s risk. The burden of proof is on client to prove that the advisory and/or consultancy services or the way in which these are performed is not in compliance with that which has been agreed on in writing or that which may be expected from a competent supplier acting reasonably, without prejudice to supplier’s right to provide evidence to the contrary, using any legal means.
5. Without supplier’s prior written permission, client may not inform any third party about supplier’s way of working, methods and techniques and/or the content of supplier’s
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recommendations or reports. Client may not provide supplier’s recommendations or reports to a third party or otherwise make supplier’s recommendations or reports public.
Article 25. Reporting
1. Supplier periodically informs client, in the manner agreed on in writing, about the performance of the services. Client informs supplier, in advance and in writing, about circumstances of importance or circumstances that could be of importance to supplier, such as the manner of reporting, the issues to be addressed, client’s prioritization and special facts or circumstances or facts or circumstances of which supplier is possibly unaware.