GENERAL TERMS AND CONDITIONS Products of Dentalcloud Nederland B.V. and / or affiliated companies all office in Deurne
1.1. The provisions of these terms and conditions apply to all offers or quotations of agreements concluded remotely or otherwise with, deliveries of and activities by Dentalcloud Nederland B.V., hereinafter referred to as “the supplier”, unless explicitly agreed otherwise in writing. The applicability of purchasing or other conditions of the client is explicitly rejected.
1.2. The client with whom a contract has been concluded once on the basis of the present terms and conditions declares that he agrees that these terms and conditions will also apply to all follow-up orders, additional work assignments and / or new agreements to be concluded with the supplier.
1.3. In the event of any contradictions between the provisions in the written agreement between the client and the supplier, the additional provisions of the supplier, the General Terms and Conditions of Sale and Delivery and the provisions in these Warranty Conditions, the following order will apply, whereby the aforementioned documents prevail. above the later mentioned: 1. what has been agreed in writing between the client and the supplier; 2. the additional stipulations of the supplier; 3. the provisions in the Warranty Conditions; 4. the provisions in the General Terms and Conditions of Sale and Delivery.
1.4. If, for whatever reason (s), one or more of the provision (s) included in these terms and conditions is / are wholly or partially invalid or voidable,
the other provisions will remain in full force.
FORMATION OF THE AGREEMENT
2.1. All offers and other expressions of the supplier, both verbally and in writing and / or electronically, including in the “social media”, are entirely without obligation for the supplier. The client cannot derive any rights from any clerical errors, printing, counting and / or typesetting errors, in catalogs, quotations, order confirmations as well as on website (s) and in other communications of the supplier. Previous offers are deemed to have been withdrawn after the issuing of a new offer.
2.2. The supplier has the right to make his commitment to an agreement dependent on the receipt of a copy of the quotation and / or the order confirmation signed by the client.
2.3. When placing an electronic order by the client, the supplier has the right to make its commitment to an agreement dependent on the digital confirmation of that order by the supplier.
2.4. For deliveries, activities and / or additional work orders for which, given their nature and / or (limited) scope, no quotation or order confirmation is sent, the invoice is also regarded as order confirmation. In that case, the invoice is deemed to correctly and completely represent the content of the agreement.
2.5. Samples, descriptions, images and publications are deemed to indicate the quality of the goods to be delivered by way of indication. However, the delivered goods may deviate from this. Any deviations do not give the client the right to refuse receipt or payment for the goods unless the deviation is so great that the client cannot reasonably be expected to accept them.
2.6. If a client consists of several natural persons and / or legal persons, each of those persons is jointly and severally liable for the fulfillment of the obligations arising from the agreement.
3.1. The effect of article 6: 227b paragraph 1 DCC is excluded between the parties. The supplier is not obliged to provide the client with the information referred to in that paragraph electronically prior to the conclusion of an agreement.
4.1. All delivery terms stated by the supplier will be observed as much as possible, but these terms are not final. In any case, the supplier is never bound by delivery terms that can no longer be met due to force majeure as referred to in Article 14 of these terms and conditions.
4.2. Shipping and transport from the supplier to the client is at the risk of the supplier.
4.3. The goods are deemed to have been delivered by the supplier and to have been received by the client at the time of handover by the carrier to the client’s address, or – in the case of letterbox shipments – left in the letterbox by the carrier.
4.4. The supplier is entitled to deliver in parts. The deliveries can be invoiced separately by the supplier. Once delivered goods, even if they have not yet been assembled, delivered and / or invoiced, are from the moment of delivery entirely at the risk of the client, including the risk of damage, destruction or deterioration due to, for example, fire, water damage, theft, destruction. work to be carried out by third parties, etc.
4.5. If upon delivery of the ordered goods by the supplier it appears that, at the sole discretion of the supplier, delivery may be considered risky because third parties still carry out or have to carry out work in, at or near the delivery address, the supplier is entitled, but never obliged , not to
deliver the ordered goods. The consequences of such a course of events, including the additional costs to be incurred for a second delivery, are at the risk and expense of the client. Any liability of the supplier in this respect is excluded.
5.1. The supplier will invoice on the basis of the rates applicable at the time the order is given, as determined by the supplier.
5.2. Unless explicitly agreed otherwise, all prices mentioned are always exclusive of turnover tax.
5.3. If price increases should occur, for example with regard to raw materials, exchange rates, material, wages and / or government charges, the supplier has the right to pass on these price increases to the client, on the understanding that the client is authorized cancel the agreement if such increase(s)together amount to more than 10% of the original order amount.
5.4. If the goods are delivered, assembled and / or installed, the supplier is entitled to charge delivery, assembly, instruction and / or installation costs for this.
5.5. Without prejudice to the provisions of article 5.4, the supplier is entitled to charge handling, administration and / or postage costs to the client for agreements with an invoice value of less than € 500.00 excl. VAT.
6.1. The client shall, at its own expense and risk, ensure that before installation all necessary connections for gas, water, electricity, drainage, extraction, ICT, compressed air, lighting, etc. are at the indicated positions, in accordance with specifications and with due observance of all applicable regulations have been made.
6.2. Any liability of the supplier for the timely and proper performance of the aforementioned activities by or on behalf of the client is excluded. 6.3. If, with regard to the provisions of this article, damage and / or extra costs arise in any form for the supplier, for example due to the inability to connect or delivery of the goods to be delivered, for example, the supplier is entitled to this damage and / or charge additional costs to the client.
6.4. The supplier is never liable for shortcomings that originate in the information provided orally, in writing or otherwise by or on behalf of the client, such as information about practical layout, specifications, dimensions, set-up, equipment already present and the like.
6.5. When relocating equipment, both internally and externally, the supplier is only liable for any damage if he can be blamed for demonstrable intent or deliberate recklessness.
PAYMENT / DEBTOR REGISTRATION SYSTEM
7.1. All payments must be made within eight calendar days after the invoice date. The client is not entitled to suspend any payment and / or set off any amount owed by it to the supplier, explicitly including (repair) invoices from third parties.
7.2. The supplier reserves the right at all times to deliver exclusively against cash payment or to demand full or partial payment or security for delivery or assembly or completion. 7.3. All payments made by the client always serve primarily to settle any interest and costs owed, including the costs of summons and reminders and subsequently to settle the invoices due and payable, starting with the oldest invoice.
7.4. In the event of late payment, the client is in default by operation of law and owes the supplier an interest payment of 1% per month or a part thereof, calculated from the day on which the invoice should have been paid. If the statutory commercial interest ex art. 6: 119a Dutch Civil Code is higher than the interest stipulated in this article, the client owes the statutory commercial interest.
7.5. From the date that the client is in default, the supplier is entitled to hand over its claim (s) for collection without further notice. The client is then obliged to pay extrajudicial collection costs in the amount of 15% of the total amount due with a minimum of € 250.00 per collection file as well
as to pay all judicial costs.
SUSPENSION / DISSOLUTION / RIGHT OF RETENTION
8.1. The supplier is at all times entitled to ask the client to provide additional securities for the fulfillment of his payment and / or purchase obligations and to suspend the performance of the agreement or parts thereof as long as the requested securities have not been provided.
8.2. The supplier is entitled to suspend the performance of the agreement if the client does not observe the payment conditions or otherwise fails to fulfill its obligations or if the supplier has reason to believe that the client will not fulfill its obligations.
8.3. All obligations of the client become immediately due and payable and the supplier is entitled to terminate the agreement with immediate effect without being liable to pay compensation to the client, if the client ceases or transfers his company, is declared bankrupt, is granted a moratorium, the WSNP is declared applicable to him, or the VGT informs the supplier in accordance with article 7.7 of the principal’s payment arrears.
8.4. The consequences of suspension and / or dissolution, including the resulting damage as referred to in Article 15.1 of these terms and conditions, are entirely at the expense and risk of the client.
8.5. Suspension and / or dissolution do not affect the payment obligations of the client for goods already delivered or work already carried out. In such a situation, the claim of the supplier with regard to what has already been delivered or has already been performed, is immediately due and payable.
8.6. The supplier is entitled to keep all goods that are the property of the client, but which are (still) within the control of the supplier in any way, until the client fulfills all his or her obligations for whatever reason towards the client. supplier.
RESERVATION OF OWNERSHIP
9.1. All goods delivered and to be delivered remain the exclusive property of the supplier until all claims that the supplier has or will acquire against the client, including in any case the claims referred to in Article 3:92 paragraph 2 of the Civil Code, have been paid in full.
9.2. In the event that the client does not, not timely or not fully fulfill his payment obligations, he grants the supplier an irrevocable power of attorney to retrieve all goods delivered by it at the expense of the client or to have them collected from the place where they are. located.
TEMPORARY REPLACEMENT EQUIPMENT / PARTS
10.1. The supplier is, for example due to a repair to be carried out or completion of an order, entitled but not obliged to temporarily make replacement equipment and / or parts available to the client and to request a user fee for this.
10.2. The client is obliged to take care of the safekeeping and maintenance of the replacement equipment and parts with due diligence and to have them adequately insured against (damage due to) damage, theft and loss. He may only use them for the purpose for which they were made available to him and in accordance with the supplier’s instructions. The client may not rent or otherwise use the replacement equipment and parts to another person without the prior written consent of the supplier.
10.3. The use of the replacement equipment and parts is entirely at the expense and risk of the client. Costs associated with the delivery, assembly, disassembly and taking back of replacement equipment and parts, as well as damage caused to or by the replacement equipment and parts, including damage due to improper use and / or use contrary to article 10.2, are for the account of the client.
10.4. If the supplier asks a user fee for making the temporary replacement equipment and / or parts available, the supplier is only obliged to repair defects at the expense of the client (whether or not at the supplier’s discretion by replacement), defects the client is not entitled to a reduction in the user fee and the supplier is not liable for damage as a result of a defect, unless the client shows that the supplier knew or belonged to the defect when making the replacement equipment and / or parts available. to know.
10.5. A defect only means that the replacement equipment and / or parts made available do not meet the specifications stated by the manufacturer. No defect shall constitute a condition or characteristic of the replacement equipment and / or parts, the presence or absence of which the supplier has communicated to the client when making it available. The provisions of article 13 of these terms and conditions are fully applicable.
10.6. The replacement equipment and parts remain the property of the supplier. The client is obliged to return the replacement equipment to the supplier at the supplier’s first request or to make it available for take-back. If the client fails to comply with the supplier’s request for return within ten days after being summoned to do so, the client will forfeit to the supplier a fine, payable without notice, equal to 80% of the replacement value of the relevant equipment and parts. and of 5% of the replacement value for each day that the violation continues, without prejudice to the right of the supplier to full compensation in addition to and in addition to the fine and to compliance with the obligation to return it.
10.7. The client is obliged to cooperate on the supplier’s first request in concluding a separate agreement in accordance with the supplier’s model for the provision of the replacement equipment and / or parts.
INTELLECTUAL PROPERTY RIGHTS
11.1. All intellectual property rights, including copyrights, with regard to quotations made by the supplier and on its behalf, layout sketches, working, construction and pipeline drawings and all other documents relating to the agreement and the implementation thereof, belong to the supplier. or its suppliers or suppliers.
11.2. The client is not permitted to use the documents referred to in Article 11.1 for any other purpose than the realization and performance of the agreement with the supplier.
11.3. In the event of violation of the provisions of article 11.2, the client forfeits to the supplier a fine of € 5,000.00 excl. VAT and € 500.00 excl. VAT for each day that the violation continues, without prejudice to the right of the supplier. full compensation in addition to and in addition to
the fine and compliance with Article 11.2.
ADVERTISING, WARRANTY AND RETURNS
12.1. The General Warranty Conditions apply to the goods delivered by the supplier. With regard to the delivered goods, the client has no further or other (guarantee) claim than stipulated in these conditions.
12.2. The client is obliged to check the delivered goods immediately upon receipt for any damage, errors, omissions, shortcomings and / or defects. These damages, errors, omissions, shortcomings and / or defects must be stated by the client on the delivery note and / or the transport documents, etc., or must be made known to the supplier in writing within 72 hours of receipt of the delivered goods, in the absence of which the client is deemed to have received the delivery in full and in good condition.
12.3. Invisible damage, errors, omissions, shortcomings or defects must be made known to the supplier in writing within 8 days after the client has discovered the defect or should reasonably have discovered it, under penalty of forfeiture of any claim in this respect.
12.4. The right to warranty / complaint lapses if the indicated instructions for use are not or not properly followed, the delivered goods have been treated or used improperly or if the use of the delivered goods is not in accordance with the legal regulations or instructions for use otherwise.
12.5. Furthermore, there is no right to a warranty if the defects are the result of normal wear and tear, if work has been carried out on the goods delivered by third parties or if the goods delivered have been sold or resold or otherwise transferred to third parties.
12.6. Excluded from the warranty are parts made of rubber and glass, lamps, sensors, filters, sieves, hoses and rotating instruments.
12.7. The client agrees that the supplier, in order to obtain the guarantee referred to in this article, passes on the name and address details of the client and the product details of the delivered goods to the manufacturer or its own supplier.
12.8. Products (including medicines (RVG products) cannot be returned. For products that are delivered and invoiced to the client via third parties, the conditions apply in accordance with these third parties and therefore do not apply to these conditions.
12.9. Shipping costs are never returned.
12.10.Pursuant to article 8.2 of these terms and conditions, the supplier is entitled to suspend the fulfillment of its warranty obligations until the client has fulfilled all its obligations towards the supplier.
ATTACHABLE FAILURE, LIABILITY AND INDEMNIFICATION
13.1. In the event of attributable shortcomings on the part of the supplier in the fulfillment of the agreement, the client will give the supplier the opportunity to still perform the agreed performance within a reasonable period of at least 1 month. If the supplier still performs the agreed performance, the supplier is never obliged to pay compensation of any kind.
13.2. Any liability of the supplier, for whatever reason, is limited to the amount paid out in the relevant case by the supplier’s liability insurance. If the insurer does not pay out, the damage is not covered by the insurance or the supplier is not insured, the liability of the supplier is limited to a maximum of 50% of the amount invoiced by the supplier to the client and paid by the client to the supplier. amount exclusive of turnover tax for the goods delivered or the service provided to which the event causing the damage is directly related and, in the absence of such a link, up to a maximum of € 5,000.00. 13.3. Liability of the supplier for indirect or consequential loss, including loss of business or loss due to loss of turnover, loss of profit, lost savings, business interruption, loss as a result of claims by customers or patients of the client, delay loss and the like, is completely excluded at all times. 13.4. The client only bears the risk of the selection, compatibility, use and whether or not combined application in his company of equipment, software, websites, data files and all related products and materials. 13.5. When delivering a digital system, the supplier is never responsible or liable for the transfer of data to the system supplied by the supplier, nor for any communication between that system and systems already present or to be purchased. Also fully excluded is the liability of the supplier for damage
caused by the loss, destruction or corruption of digitally stored data and by or in connection with imperfections in or with the network, the data system, the data storage, the backup, the data capacity, delays in the client’s network, inadequate system management, etc. 13.6. A condition for the creation of any right by virtue of the provisions of this article is always that the client has immediately reported in writing to the supplier any shortcoming attributable to the supplier as well as the resulting damage.
13.7. Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any claim to compensation against the supplier lapses in any case one year after the day on which the event causing the damage first occurred.
13.8. The client indemnifies the supplier against all claims from third parties related to the agreement and its implementation by or on behalf of the client.
13.9. All limitations and exclusions of liability included in these terms and conditions also apply to the benefit of all (legal) persons used by the supplier in the performance of the agreement.
13.10. The limitations of the supplier’s liability included in these terms and conditions do not apply if and insofar as the damage is the direct result of intent or deliberate recklessness on the part of the supplier or its managerial subordinates.
NON-ATTACHABLE DEFICIENCIES or FORCE MAJEURE
14.1. In the event of impediment to the performance of this agreement due to force majeure, the supplier is entitled to suspend the implementation of this agreement in whole or in part for a maximum of six months and / or to dissolve this agreement in whole or in part without judicial intervention.
14.2. Force majeure means all circumstances and all external causes, foreseen or unforeseen, on which the supplier reasonably has no influence, including but not limited to war, danger of war, mobilization, riots, strikes or strikes or lockouts, fire, flood, illness and / or accident of its personnel, business interruptions and reduced production, a shortage of raw materials or packaging materials, transport delay, judicial intervention, import restrictions or other restrictive measures imposed by the government, as well as any other preventive circumstance that does not depend solely on the will of the supplier, such as non-delivery or late delivery of goods and services from third parties engaged by the supplier.
14.3. In the event that this agreement is dissolved due to force majeure or other shortcoming that cannot be attributed to the supplier, the supplier is not obliged to pay any compensation for whatever reason.
DAMAGES IN CASE OF CANCELLATION OR DELAYMENT AT THE REQUEST OF THE CLIENT AND IN THE EVENT OF DISSOLUTION BY THE SUPPLIER
15.1. If an agreement is canceled by the client or, despite an express demand to comply with the agreement, is not fulfilled by the client and as a result of this the agreement is dissolved by the supplier, the supplier is entitled to claim compensation from the client, which is at least 25 % of the order value of the relevant delivery, including VAT. 15.2. In case of postponement of a delivery at the request of the client or as a result of a cause attributable to the client, the supplier is entitled to an advance payment of 50% of the order value including VAT of the relevant delivery as well as an interest payment of 1% per month to be claimed over the remaining amount from the date on which the delivery should have taken place according to the agreement.
16.1. Dutch law is exclusively applicable to any legal relationship between the parties. The applicability of the Vienna Sales Convention is thereby excluded.
16.2. All disputes between parties are submitted to a competent judge of the District Court.
GENERAL WARRANTY CONDITIONS
1.1. The provisions of these General Guarantee Conditions, hereinafter referred to as: the Guarantee Conditions, apply to all offers or quotations of agreements concluded remotely or otherwise with, deliveries of and activities by Dentalcloud Nederland BV, hereinafter referred to as: the supplier, unless expressly agreed otherwise in writing.
1.2. The client with whom a contract was once concluded on the basis of the present Guarantee Conditions declares that he agrees that the Guarantee Conditions will also apply to all follow-up orders, additional work orders and / or new agreements to be concluded with the supplier.
1.3. If, for whatever reason (s), one or more of the provision (s) included in the Guarantee Conditions is / are wholly or partially invalid or voidable, the other provisions will remain in full force.
1.4. In the event of any contradictions between the provisions in the written agreement between the client and the supplier, the additional provisions of the supplier, the General Terms and Conditions of Sale and Delivery and the provisions in these Warranty Conditions, the following order will apply, whereby the aforementioned documents prevail. above the later mentioned:
1. that which has been agreed in writing between the client and the supplier;
2. the additional stipulations of the supplier;
3. the provisions in the Warranty Conditions;
4. the provisions in the General Terms and Conditions of Sale and Delivery.
WARRANTY NEW EQUIPMENT
2.1. Starting date. If the supplier formally delivers the equipment within 14 days after delivery, the commencement date is the date on which the delivery is confirmed in writing, regardless of the date on which the equipment is / will be delivered and / or invoiced by the supplier. In all other cases, the commencement date is deemed to be the date on which the equipment is delivered by the supplier to the client, regardless of the date on which the equipment is invoiced by the supplier to the client.
2.2. Warranty period. The warranty period for new equipment is twelve months with due observance of the exception (s), exclusion (s) or suspension referred to in Article 2.4 of the Warranty Conditions.
2.3. Coverage. a. The substantive coverage of the warranty concerns wages, parts and materials insofar as the equipment is located within the Netherlands (excluding the overseas regions). Call-out costs are not covered. b. The substantive coverage of the warranty only concerns parts insofar as the equipment is located outside the Netherlands (including the overseas regions). c. The client cannot derive any rights from the supplier from the manufacturer or any other third party by means of leaflets, advertisements, instructions for use or otherwise provided guarantees on the equipment supplied by the supplier with more far-reaching coverage than that offered
by these Warranty Conditions.
2.4. Exception (s), Exclusion (s) or Suspension. In accordance with the following articles of the General Terms and Conditions of Sale and Delivery, the right to warranty lapses or is excluded: a. Article 12.4. If the indicated instructions for use are not or not properly followed, the delivered goods have been treated or used improperly or the use of the delivered goods is not in accordance with the statutory regulations or instructions for use otherwise; b. Article 12.5. If the defects are the result of normal wear and tear, if work has been carried out on the delivered goods by third parties or if the goods delivered have been sold or resold within the warranty period or otherwise transferred to third parties; c. Article 12.6. On parts of rubber and glass, lights, sensors, filters, screens, hoses and rotating instruments; d. The right to warranty also lapses if: 1. use is made of cleaning and / or disinfection products other than those prescribed or recommended by the
manufacturer or supplier, including the use of incorrect and / or non-prescribed materials, for example daily and / or preventive maintenance; 2. instructions for daily maintenance issued by the supplier have not been followed or not properly followed; 3. discolouration of upholstery,
paint or other external changes to equipment has arisen which are caused by external influences and which do not impede the proper functioning of the equipment; 4.the malfunction or defect is the result of: a. External causes such as (poor) water and / or air quality, etc. b. external
calamity, including water damage, natural disasters, etc.; c. an internal or external relocation or relocation of the equipment; d. an update and / or upgrade of the equipment or associated software; e. As long as the supplier can invoke suspension pursuant to Article 8.2 of the General
Terms and Conditions of Sale and Delivery, the client is not entitled to a warranty claim. The warranty period nevertheless continues.
WARRANTY OF SHOWROOM EQUIPMENT
3.1. Showroom equipment definition. Showroom equipment is understood to mean equipment that has not yet been released for free circulation, but which cannot be regarded as new equipment due to showroom use. The supplier must describe in the quotation and / or order confirmation when equipment is offered as showroom equipment, in the absence of which the equipment is considered new equipment in the context of the Warranty Conditions.
3.2. Scope of warranty. The warranty on show equipment is the same as that on new equipment, as referred to in articles 2.1 to 2.4 of these Warranty Conditions, subject to the following adjustments: 2.2. the warranty period is nine months; 2.3.b no warranty applies.
WARRANTY OCCASION EQUIPMENT
4.1. Definition of used car equipment Used and / or second-hand equipment is understood to mean used and / or second-hand equipment that has previously been released for free circulation, regardless of when and by which supplier, and equipment used by the supplier as demonstration and / or loan equipment. The supplier must describe in the quotation and / or order confirmation when equipment is offered as used equipment, in the absence of which the equipment is regarded as showroom equipment under the Guarantee Conditions.
4.2. Scope of warranty. The warranty on used equipment is the same as that on new equipment, as referred to in articles 2.1 to 2.4, except for the following adjustments: 2.2. the warranty period is three months; 2.3.a. the substantive coverage only concerns wages; 2.3.b. no warranty applies.
WARRANTY ON PREVENTIVE MAINTENANCE WORK OUTSIDE THE WARRANTY PERIOD AND REPAIR WORK OUTSIDE THE WARRANTY PERIOD
5.1. Preventive maintenance is understood to mean: a periodic check of the condition of the equipment and / or a periodic functional check and / or the cleaning and adjustment of the equipment and / or the preventive replacement of wear-sensitive parts.
5.2. Repair work is understood to mean: tracing defects in the equipment, rectifying the above defects and replacing defective parts of the equipment if necessary.
5.3. The warranty on preventive maintenance work outside the warranty period and repair work outside the warranty period is three months and only covers any parts to be replaced.
5.4. The exception (s), exclusion (s) or suspension as referred to in Article 2.4 of these Guarantee Conditions apply in full.
SHIPMENTS OF EQUIPMENT TO BE REPAIR
6.1. The shipping costs of equipment sent or sent to the supplier for repair are at the expense of the client.
6.2. The supplier is not liable for the non-receipt of equipment sent by the client for repair.
6.3. The supplier is entitled to charge the customer for shipping costs for returning repaired equipment.
7.1. If, in the opinion of the supplier, the client wrongly invokes or has invoked warranty obligations of the supplier, then the supplier is entitled to pay the resulting costs in the form of labor, parts and materials at its usual rates to the client. to charge.
7.2. Otherwise or further than stipulated in these terms and conditions, the client will not be entitled to any (warranty) claims with regard to the goods delivered by the supplier.
The provisions stated in this section “Software as a Service”, to be further referred to as SaaS, apply, in addition to the General Provisions of these general terms and conditions, if the supplier provides services under the name or in the area of SaaS. For the application of these general terms and conditions, SaaS means:
The remote provision and keeping available of software by the supplier to the customer via the internet or another data network, without the customer being provided with a physical carrier with the relevant software.
1.1 The SaaS service is only provided by the supplier on behalf of the customer. The customer is not free to allow third parties to use the SaaS service provided by the supplier.
1.2 In the event that a request or an authorized order from a government body is given to the supplier, or in connection with a legal obligation, activities are performed with regard to data of the customer, its employees or users, all associated costs will be charged to the customer. brought.
1.3 The implementation of the SaaS service can be continued by the supplier using a new or modified version of the software. The supplier is not obliged to maintain, change or add specific functionalities of the service or software specifically for the customer.
1.4 The Supplier can make changes to the content or scope of the SaaS service. If the changes result in a change in the procedures applicable at the customer, the customer will be informed by the supplier as soon as possible. The costs of the change will be borne by the customer.
1.5 The supplier is under no circumstances obliged to provide the customer with a physical carrier containing the software made available in the context of the SaaS service.
2.1 The supplier shall make every effort to detect errors in the software (being the substantial non-compliance of the software with the functional or technical specifications of the software expressly made known by the supplier in writing, and, if the software concerns wholly or partly customized software, the written expressly agreed upon functional or technical specifications, where there is only a question of an error if it is reproducible) to be repaired within a reasonable period of time if and insofar as it concerns software developed by the supplier itself and the relevant defects described in detail by the customer in writing without delay. supplier. The repair of defects can be postponed by the supplier until a new version of the software is taken into use. In the event of defects in software occur that has not been developed by the supplier itself, the supplier does not guarantee that these defects will be remedied. Temporary solutions, program bypasses or problem-avoiding limitations may be introduced by the supplier in the software. The supplier can charge the costs of repair to the customer in accordance with its usual rates, if the software has been developed on behalf of the customer.
2.2 Based on the information provided by the supplier about measures to prevent and limit the consequences of malfunctions, defects in the SaaS services, mutilation or loss of data or other incidents, the customer will inventory the risks for his organization and, if necessary, take additional measures. At the request of the customer, the supplier is willing to reasonably cooperate with further measures to be taken by the customer, under conditions to be set by the supplier. The supplier is under no circumstances obliged to repair mutilated or lost data.
2.3 The Supplier does not guarantee that the software to be made available within the framework of the SaaS service will be adapted in a timely manner to changes in relevant laws and regulations.
PRIVACY AND RETENTION PERIODS
3.1 The Client guarantees that all statutory regulations regarding the processing of personal data, including the regulations provided by or pursuant to the Personal Data Protection Act, are strictly observed and that all prescribed notifications have been made and all required permissions to process personal data. are obtained. The customer will immediately provide the supplier with all requested information in writing.
3.2 The customer indemnifies the supplier against all claims from third parties, including government institutions, that may be instituted against the supplier due to a violation of the Personal Data Protection Act and / or other legislation regarding the processing of personal data that cannot be attributed to the supplier.
3.3 The customer indemnifies the supplier against all claims from third parties, including government institutions, that may be instituted against the supplier due to a violation of legislation regarding the legal retention periods.
COMMENCEMENT OF THE PROVISION OF SERVICES
4.1 Implementation of the SaaS service starts within a reasonable term after entering into the agreement. Immediately after entering into the agreement, the customer will ensure that he has the facilities required for the use of the SaaS service.
4.2 The customer owes the fee for the SaaS service that is included in the agreement. In the absence of an agreed payment schedule, all amounts relating to the SaaS service provided by the supplier are payable in advance per calendar month.
5.1 Products ordered and delivered with the aid of the SaaS service at third parties are under subject of terms applied by the third parties where ordered. No responsibility is taken by Dentalcloud Nederland B.V. whatsoever.
The provisions stated in this section “Services” apply, in addition to the General Provisions of these general terms and conditions, if the supplier provides services, such as advice, consultancy, education, courses, training, support, hosting, design, development, implementation or management. of software, websites or information systems and services relating to networks. These provisions do not affect the provisions contained in these general terms and conditions regarding specific services, such as computer services, the development of software and maintenance.
1.1 The Supplier will make every effort to provide the services with due care, where appropriate in accordance with the agreements and procedures laid down in writing with the customer. All services of the supplier are performed on the basis of a best efforts obligation, unless and insofar as the supplier has explicitly promised a result in the written agreement and the result concerned has also been described with sufficient certainty. Any agreements regardinga service level are always expressly agreed in writing only. In the event that agreements have been made about a service level, the availability of software, systems and related services is always measured in such a way that the shutdown due to preventive, corrective or adaptive maintenance or other forms of service, as announced by the supplier in advance, as well as circumstances beyond its control. are located from the supplier, be disregarded. Unless proof to the contrary to be provided by the customer, the availability measured by the supplier will be considered complete proof.
1.2 If it has been agreed that the services will be provided in phases, the supplier is entitled to postpone the start of the services that belong to a phase until thecustomer has approved the results of the preceding phase in writing.
1.3 In the absence of an expressly agreed invoicing schedule, all amounts pertaining to services provided by the supplier are due once per calendar month in arrears.
2.1 In the event that the service to the customer on the basis of the agreement also involves the making of backups of the customer’s data, the supplier will make a full backup of the customer’s data, subject to the periods agreed in writing, and failing that, once a week the customer’s data in his possession. The back-up will be kept by the supplier for the agreed term. The backup will be carefully stored by the supplier with due diligence.
2.2 The customer remains responsible for compliance with all legal administration and retention obligations applicable to him.
USE OF PROGRAMS
The provisions stated in this section “Use and maintenance of software” apply, in addition to the General Provisions of these general terms and conditions, to all software made available by the supplier. The rights and obligations referred to in this chapter only relate to computer software in a form that is readable for a data processing machine and recorded on material that can be read by such a machine, as well as to the accompanying documentation, all including any new versions to be provided by the supplier. Where software is referred to in this chapter, this also includes websites.
RIGHT OF USE
1.1 Without prejudice to the provisions of Article 8, the supplier grants the customer the non-exclusive right to use the software. The customer will always strictly comply with the restrictions on use agreed between the parties. Without prejudice to the other provisions of these general terms and conditions, the customer’s right of use only includes the right to load and run the software.
1.2 The software may only be used by the customer in his own company or organization on the one processing unit and for a specific number or type of users or connections for which the right of use has been granted. Unless otherwise agreed in this respect, the processing unit of the customer on which the software was used for the first time and the number of connections that were connected to that processing unit at the time of first use, apply as processing unit and number of connections for which the right of use has been granted. In the event of a malfunction of the said processing unit, the software can be used on another processing unit for the duration of the malfunction. The right of use can relate to several processing units insofar as this is explicitly clear from the agreement.
1.3 The right of use is not transferable. The customer is not permitted to sell, rent, sublicense, dispose of or grant limited rights to the software and carriers on which it is recorded or to make it available to a third party in any way or for any purpose whatsoever, a third party. to grant access to the software, whether or not remotely, or to place the software with a third party for hosting, even if the third party concerned uses the software exclusively for the benefit of the customer. The customer will not change the software other than in the context of correcting errors. Customer will pay the not use software in the context of the processing of data for third parties (“time-sharing”), or in the context of SaaS or outsourcing. The source code of the software and the technical documentation produced during the development of the software will not be made available to the customer, not even if the customer is prepared to pay a financial compensation for this availability. The customer acknowledges that the source code is confidential in nature and that it contains trade secrets of the supplier.
1.4 Immediately after the end of the right to use the software, the customer will return all copies of the software in its possession to the supplier. If the parties have agreed that the customer will destroy the relevant copies at the end of the right of use, the customer will immediately notify the supplier in writing of such destruction. At or after the end of the agreement, the supplier is not obliged to provide assistance with a view to a data conversion desired by the customer.
1.5 The supplier is always entitled to take technical measures to protect the software against unlawful use and / or against use in a manner or for other purposes than agreed between the parties. Under no circumstances will the customer remove or circumvent technical provisions that have been made to protect the software. The customer will immediately cooperate with any investigation to be carried out by the supplier regarding compliance with the restrictions on use. The customer will grant access to its buildings and systems at the supplier’s first request.
DELIVERY, INSTALLATION AND ACCEPTANCE
2.1 The supplier shall deliver the software to the customer on the agreed type and format of information carriers and / or make it available and, if an installation to be carried out by the supplier has been agreed in writing, install the software at the customer. In the absence of explicit agreements in this regard, the customer will install, organize, parameterize and tune the software himself and, if necessary, adjust the equipment and operating environment used for this. Unless explicitly agreed otherwise, the supplier is not obliged to perform data conversion.
2.2 If the parties have not agreed an acceptance test, the customer accepts the software in the state in which it is at the time of delivery and / or made available, therefore with all visible and invisible errors and other defects, “as is, where is”, without prejudice to the obligations of the supplier
under the guarantee in article 3.
2.3 In the absence of an expressly agreed invoicing schedule, all amounts pertaining to the provision of software and the right to use the software are due upon delivery of the software or, if appropriate, an installation to be carried out by the supplier in writing. agreed upon completion of the installation.
3.1 Supplier will make every effort to ensure errors in the to repair software within the meaning of Article 8.6 within a reasonable period of time if it is described in detail in writing to the supplier within a period of three months after delivery and / or making it available, or, if an acceptance test
has been agreed between the parties, within three months after acceptance. have been reported. The supplier does not guarantee that the software will operate without interruption, errors or other defects or that all errors and other defects will be corrected or that the software is suitable for the
actual and / or intended use. The repair will be carried out free of charge, unless the software has been developed on behalf of the customer other than for a fixed price, in which case the supplier will charge the costs of repair according to its usual rates. The supplier may charge the costs of repair in accordance with its usual rates in the event of user errors or improper use by the customer or of other causes that cannot be attributed to the supplier, or if the errors could have been established during the performance of the agreed acceptance test. Recovery of corrupted or lost data is not covered by the warranty. The warranty obligation lapses if the customer makes changes to the software or has it made without written permission from the supplier, which permission will not be withheld on unreasonable grounds.
3.2 Errors will be corrected in a location and manner to be determined by the supplier. Supplier is entitled to install temporary solutions, program detours or problem-avoiding restrictions in the software.
3.3 The Supplier has no obligation to rectify errors that occur after the end of the Article 3.1 the guarantee period referred to are reported, unless a maintenance agreement has been concluded between the parties which includes such a duty to repair.
3.4 The supplier is never obliged to repair mutilated or lost data.