Terms and conditions BronCode.Dev

I. GENERAL PROVISIONS

1. Applicability

1.1 These general terms and conditions apply to all offers and quotations issued by BronCode.Dev (hereinafter referred to as “BronCode.Dev”), as well as to all agreements (hereinafter “the Agreement”) between clients and BronCode.Dev.

2. Basis of quotations

2.1 Orders must always be placed in writing. BronCode.Dev is only bound in all cases once it has accepted an order or an agreement in writing (including by email), or has confirmed it, respectively. Verbal commitments are only binding on BronCode.Dev once it has confirmed them in writing.

3. Prices

3.1 Unless otherwise stated in writing, the prices quoted by BronCode.Dev are always exclusive of VAT.

3.2 BronCode.Dev is entitled to index its prices and rates annually in line with the CBS Consumer Price Index (CPI). BronCode.Dev is also entitled to pass on price increases from third-party suppliers.

3.3 In situations other than those described in paragraph 2, BronCode. Dev is entitled to adjust its prices and rates subject to a notice period of three months. If the client does not wish to agree to the adjustment, it is entitled, within 30 days of notification of the adjustment, to terminate the Agreement in writing with effect from the date on which the new prices and/or rates would come into force.

4. Terms of Payment

4.1 Unless otherwise agreed in writing , payments must always be made within 30 days of the invoice date, without any deduction or set-off and without suspension on the grounds of an alleged or actual breach by BronCode.Dev.

4.2 If the client fails to pay within the agreed period, they shall be in default without any notice of default being required. From the due date, BronCode.Dev shall at all times be entitled to charge statutory (commercial) interest . If payment is not made on time, BronCode.Dev shall be entitled to suspend performance of the Agreement with immediate effect .

4.3 In the event of late performance, the client shall at all times be obliged to reimburse BronCode.Dev for all reasonable legal and extrajudicial debt collection costs reasonably incurred, which shall always include the costs of debt collection agencies, as well as the actual costs incurred and the fees of bailiffs and solicitors, even if these exceed the legal costs to be awarded by the court. This shall not affect the other statutory and contractual rights of BronCode.Dev.

5. Deadlines

5.1 Delivery deadlines and/or (completion) dates shall always be regarded as target dates and shall never constitute a strict deadline, unless expressly agreed otherwise.

5.2 In the event of failure to deliver or perform on time, the client must issue BronCode.Dev in writing, setting BronCode.Dev a period within which to fulfil its obligations.

5.3 Only once this period has been exceeded is the client entitled to terminate the Agreement insofar as no delivery has yet taken place, without BronCode.Dev being liable for damages in that case .

6. Confidentiality

6.1 The parties are obliged to maintain confidentiality regarding source codes, technical data and/or documentation, as well as all other information (including the content of the Agreement), originating from the other party, which are to be regarded as confidential.

6.2 The obligations set out in this article do not apply to BronCode.Dev if and insofar as the provision of the relevant information is required by law or for the proper performance of the Agreement.

7. Intellectual Property

7.1 Ownership of, and all intellectual property rights relating to equipment, software, websites, databases, user documentation, reports and any preparatory material thereof, shall at all times remain with BronCode. Dev, or with its suppliers, unless expressly agreed otherwise in writing . Any right of use granted to the client is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.

7.2 BronCode. Dev shall indemnify the client against any claim based on an alleged infringement of an intellectual or industrial property right relating to products or services originating from BronCode.Dev, provided that the client: - notifies BronCode.Dev of any claim immediately in writing , and - leaves the handling of the matter entirely to BronCode.Dev and cooperates fully in this regard, and - does not make any statements , make any undertakings, or acknowledge any rights or facts without the prior written consent of BronCode.Dev. The indemnity referred to in this paragraph does not apply to products and services supplied by BronCode.Dev’s suppliers.

7.3 If it is established that the claim is well-founded, BronCode.Dev shall — at its discretion -- ensure that the client obtains the right to continue using the products and/or services or modify the products in such a way that they no longer infringe, or replace the products and/or services. If none of the aforementioned solutions is possible, in the reasonable opinion of BronCode.Dev, the infringing products and/or services shall be taken back on terms to be agreed.

7.4 The indemnity provided for in this article shall not apply if the claim arises from the use of the products in combination with other products and/or services not supplied by BronCode.Dev .

7.5 Under no circumstances shall BronCode.Dev be liable to any extent for infringement of an intellectual or industrial property right beyond that described in this clause.

8. Warranty

8.1 BronCode.Dev does not warrant that the products and/or services are fit for their intended purpose. BronCode.Dev also does not guarantee that the products and/or services will operate without interruption and/or that all faults will always be rectified.

8.2 With regard to products and/or services supplied by third-party suppliers, a warranty is provided only to the extent that it is provided by the aforementioned suppliers. BronCode.Dev shall, vis-à-vis the client , endeavour to ensure that justified claims are honoured by these third-party suppliers.

8.3 The client is aware that the functioning of the products and the availability and quality of the services may be determined by the availability and quality of the internet connections, as well as by the client’s other simultaneous use of their internet connection.

9. Third-party products and services

9.1 If and to the extent that BronCode.Dev supplies third-party products and/or services to the client, the terms and conditions of those third parties shall apply with regard to those products and/or services, any provisions in these terms and conditions that deviate from them being set aside. The client accepts the aforementioned terms and conditions of such third parties. Notwithstanding the foregoing, the limitation of liability set out in the BronCode.Dev General Terms and Conditions shall apply in full insofar as the third-party supplier accepts a broader liability in its own terms and conditions. The choice of law and jurisdiction set out in the BronCode.Dev General Terms and Conditions also remain in full force.

10. Complaints

10.1 The Client is obliged, upon receipt or immediately after installation, to inspect the delivered products for visible defects and shortcomings. Complaints in this regard must, on pain of forfeiture of rights, be brought to the attention of BronCode.Dev in writing and with reasons within seven days of delivery of the products. Dev. Complaints regarding other defects must be made immediately after the client has discovered them or should reasonably have discovered them.

10.2 In the event of justified complaints, BronCode.Dev is obliged to — at BronCode’s discretion — Dev — within a reasonable period to rectify the faults, or to replace the products within a reasonable period, or to refund the payment received for the products in question.

10.3 In the case of defects which only affect part of the entire order, there is no right to refuse the remaining agreed services.

10.4 If the client’s complaint relates to work carried out by BronCode.Dev , the complaint must, on pain of forfeiture of rights, be submitted within 30 days of the alleged defect or within 30 days of the date on which that defect should reasonably have been discovered, after which the right to hold BronCode.Dev liable lapses.

11. Retention of title

11.1 BronCode.Dev reserves the right of ownership of all products delivered or to be delivered to the client, until full payment, plus any interest and costs, has been made.

11.2 As long as ownership of the delivered products has not passed to the client, the client may not pledge these products to a third party or grant any other right thereto, and must store these products with due care and in such a way that they are recognisable as the property of BronCode.Dev .

11.3 If the client fails to fulfil its payment obligations towards BronCode.Dev, or if BronCode.Dev has good reason to fear that the client will fail to fulfil those obligations , BronCode.Dev shall at all times be entitled to take back the products delivered subject to retention of title or, respectively, to terminate licences.

12. Liability

12.1 The total liability of BronCode. Dev for any attributable breach of the Agreement or on any legal basis whatsoever, expressly including any breach of a warranty obligation agreed with the client, is limited to compensation for direct loss up to a maximum of the amount of the price stipulated for that Agreement (excluding VAT). If the Agreement is primarily a continuing contract with a term of more than one year, the price stipulated for that Agreement shall be set at the total of the fees (excluding VAT) stipulated for one year. Under no circumstances, however, shall BronCode.Dev’s total liability for direct damage, on whatever legal basis, exceed €500,000 .

12.2 BronCode.Dev’s total liability for damages arising from death, personal injury or damage to property shall never exceed €1,250,000.

12.3 BronCode.Dev’s liability BronCode.Dev for indirect damage, consequential damage, loss of profit, lost savings, reduced goodwill, damage due to business interruption, damage resulting from claims by the client’s customers, damage relating to the use of items, materials or third-party software provided by the client to BronCode. Dev, and damage relating to the engagement of suppliers prescribed by the client to BronCode. Dev, is excluded. Also excluded is the liability of BronCode.Dev in connection with the corruption, destruction or loss of data or documents.

12.4 The exclusions and limitations of liability of BronCode.Dev do not in any way affect the other exclusions and limitations of liability of BronCode.Dev as set out in these general terms and conditions .

12.5 The exclusions and limitations referred to in clauses 12.1 to 12.4 shall lapse if and in so far as the damage results from wilful misconduct or gross negligence on the part of BronCode.Dev’s management.

12.6 Unless performance by BronCode.Dev is permanently impossible, BronCode.Dev’s liability BronCode.Dev for attributable failure to perform an Agreement only if the client immediately gives BronCode.Dev written notice of default, setting a reasonable period for rectifying the failure, and BronCode.Dev continues to period continues to fail, through its own fault, to fulfil its obligations. The notice of default must contain as complete and detailed a description of the failure as possible, so that BronCode.Dev is given the opportunity to respond appropriately.

12.7 The Client shall indemnify BronCode.Dev against all claims by third parties arising from product liability as a result of a defect in a product or system supplied by the Client to a third party and which also comprised equipment, software or other materials supplied by BronCode.Dev, unless and insofar as the Client proves that the damage was caused by that equipment, software or other materials.

12.8 The provisions of this clause, as well as all other limitations and exclusions of liability set out in these general terms and conditions, shall also apply in favour of all natural and legal persons of whom BronCode.Dev makes use in the performance of the Agreement.

13. Force Majeure

13.1 BronCode.Dev cannot be held liable for any failure in the provision of services if this is not attributable to its fault, nor is it for its account under the law, a legal act or generally accepted commercial practice.

In the event of force majeure, BronCode.Dev’s obligation to perform the Agreement shall lapse. BronCode.Dev shall then not be liable for damages. The suspension shall apply for the duration of the force majeure.

13.2 Cases of force majeure may include failures on the part of BronCode.Dev to perform as a result of a power cut on its part and failures in the network and/or services and/or products of a third party.

14. Privacy

14.1 Responsibility for the data processed using a BronCode.Dev service lies entirely with the client. The client undertakes that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. The client shall indemnify BronCode.Dev against any legal claim by a third party on any grounds whatsoever, in connection with this data or the performance of the Agreement.

14.2 The parties shall enter into a separate data processing agreement within the meaning of Article 28 of the GDPR.

15. Recruitment of staff

15.1 Neither party may, during the term of the Agreement or within one year of its termination, Agreement, unless this is done with the consent of the other party. Should either party act in breach of this clause, that party shall forfeit an immediately payable penalty to the other party amounting to €50,000 per employee taken on.

16. Evidence

16.1 The (electronic) records and log files of BronCode.Dev shall constitute full proof of the assertions made by BronCode.Dev, without prejudice to the Client’s right to provide evidence to the contrary.

17. Term of the Agreement

17.1 The Agreement is entered into for a fixed or indefinite period.

17.2 A fixed-term Agreement may not be terminated prematurely. Unless one of the parties has notified the other party in writing, no later than three months before the expiry date, that it does not wish to continue the Agreement, the Agreement shall always be tacitly renewed for a period of one year.

17.3 If the Agreement has been entered into for an indefinite period, either party is entitled to terminate the Agreement by registered letter to the other party subject to a notice period of 3 months.

18. Dispute Resolution and Governing Law

18.1 Every Agreement between BronCode.Dev and the client is governed by Dutch law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.

18.2 All disputes relating to, arising from, or connected with quotations provided by BronCode.Dev and Agreements concluded with BronCode.Dev shall be settled by the competent court of the District Court of Amsterdam.

II. PROVISION OF SERVICES

1. Applicability

1.1 These terms and conditions for the provision of services apply, in addition to the general provisions as set out in Part I, when BronCode.Dev provides services such as installation, implementation, support, the delivery of training courses, project supervision, consultancy, secondment, etc. In the event of any conflict, these terms and conditions for the provision of services shall prevail.

2. Performance

2.1 BronCode.Dev shall endeavour to perform the services to the best of its knowledge and ability and in a professional and diligent manner. All services provided by BronCode.Dev are performed on the basis of a best-efforts obligation, unless and insofar as, in the written Agreement, BronCode.Dev has expressly undertaken to achieve a specific result and the result in question is also described with sufficient specificity in the Agreement.

3. Amendments and additional work

3.1 If BronCode.Dev has carried out work that falls outside the scope or extent of the agreed services, the Client shall remunerate BronCode.Dev for such work or services in accordance with BronCode.Dev’s standard rates.

4. Consultants

Where appropriate, BronCode.Dev shall make consultants available for the purpose of performing the services as agreed between BronCode.Dev and the client. BronCode.Dev is authorised, following consultation with the client, to replace the persons involved in the project with one or more other persons with the same qualifications.

5. Service Level Agreement

5.1 Any agreements regarding a service level (Service Level Agreement) shall only be expressly agreed in writing. The client shall always inform BronCode.Dev without delay of any circumstances that affect or may affect the service level and its availability.

5.2 If agreements regarding a service level have been made, the availability of software, systems and related services shall always be measured in such a way that any announced by BronCode.Dev due to preventative, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond BronCode.Dev’s control , are disregarded. Unless the Client provides evidence to the contrary, the availability measured by BronCode.Dev shall constitute conclusive proof.

6. Back-up

6.1 If the services provided to the client under the Agreement include the creation of back-ups of the client’s data, BronCode.Dev shall, in accordance with the periods agreed in writing, create a back-up of the client’s data in its possession. BronCode. Dev shall retain the backup for the agreed period, and in the absence of any such agreement, for the period customary at BronCode.Dev . BronCode.Dev shall store the backup with due care and diligence.

6.2 The Client remains responsible for complying with all statutory record-keeping and retention obligations applicable to it.

III. SOFTWARE

1. Applicability

1.1 The provisions in this chapter apply, in addition to the general provisions as set out in Part I, where BronCode.Dev makes software available to the client other than on the basis of a SaaS service.

2. Right of Use

2.1 BronCode.Dev grants the Client the non-exclusive and non-transferable right to use the software. The Client is therefore not permitted to grant sub-licences to third parties or to provide copies of the software to third parties in any form, even if the third party in question uses the software exclusively for the benefit of the Client. The Client shall at all times strictly comply with the usage restrictions agreed between the parties. Without prejudice the other provisions of these general terms and conditions, the Client’s right of use comprises solely the right to load and run the software.

2.2 The Client is not permitted to make any modifications to the software, unless prior written consent has been obtained from BronCode.Dev.

3. Provision of software

3.1 If it has been agreed that BronCode.Dev will make the software available on a data carrier , BronCode. Dev shall make the software available in a form and on a data carrier to be determined by it , unless expressly agreed otherwise in writing . In the absence of any express agreements in this regard, the client shall itself install, configure, set parameters for and fine-tune the software supplied and, if necessary, adapt the equipment used and the operating environment. Unless expressly agreed otherwise in writing , BronCode.Dev is under no obligation to carry out data conversion.

3.2 If the parties have agreed that BronCode.Dev shall provide user documentation, BronCode.Dev shall decide on the format and language in which the user documentation is provided.

4. Acceptance

4.1 If the parties have not agreed on an acceptance test , the customer accepts the software in the condition in which it is at the time of delivery (“as is”).

4.2 The software shall be deemed to have been accepted by the parties if the parties have agreed on an acceptance test, following the successful completion of the acceptance test, or, if no acceptance test has been agreed, at the time the software is first put into use.

IV. SaaS

1. Applicability

1.1 The general provisions set out in Part I and the terms and conditions relating to software as set out in Part III shall apply in addition to the SaaS terms and conditions, insofar as these SaaS terms and conditions do not deviate from them.

2. Description of the service

2.1 BronCode.Dev may offer certain software as a SaaS solution. SaaS (Software as a Service) is defined as: BronCode.Dev making software available remotely and keeping it available to the client via the internet or another network, without providing the client with a physical medium containing the relevant software.

2.2 BronCode.Dev may make changes to the content of the SaaS service. If such changes result in a change to the client’s applicable procedures , BronCode.Dev shall inform the client of this as soon as possible, and the costs of this change shall be borne by the client. In that case, the client may terminate the agreement in writing with effect from the date on which the change comes into force, unless this change relates to amendments to relevant legislation or other regulations issued by competent authorities, or BronCode.Dev bears the costs of this change.

2.3 BronCode.Dev may continue to provide the SaaS service using a new or modified version of the software. BronCode.Dev is not obliged to maintain, modify or add specific features or functionalities of the service or software tailored to the client.

3. Responsibility of the client and BronCode.Dev

3.1 Unless otherwise agreed in writing , the client is responsible for the use of the service and the manner in which the results of the service are utilised.

3.2 BronCode.Dev is not responsible for the procurement and/or proper functioning of the client’s infrastructure or that of third parties. Furthermore, BronCode.Dev is not responsible for the availability of sufficient internet bandwidth.

3.3 The Supplier does not guarantee that the software to be made available as part of the SaaS service is error-free or functions without interruptions.

3.4 The Supplier does not guarantee that the software to be made available as part of the SaaS service will be adapted in a timely manner to changes in relevant legislation and regulations.

V. DEVELOPMENT AND/OR DESIGN OF SOFTWARE AND WEBSITES

1. Applicability

1.1 The provisions in this chapter apply, in addition to the general provisions in Part I and the terms of service in Part II, where BronCode.Dev designs and/or develops software and/or websites on behalf of the client .

2. Specifications and development of software/website

2.1 The parties shall consult in good faith regarding the specifications and the methodology for the creation or design of the software to be designed, developed and/or set up for the client.

2.2 BronCode.Dev is entitled to require that the client give its full and unconditional prior written to the specifications or the design; failing which BronCode.Dev shall be entitled to suspend its work.

2.3 BronCode.Dev shall design, develop and/or configure the software to the best of its ability, taking into account as far as possible the specifications or design thereof, or, where applicable, in accordance with the working methods, project organisation, methods, techniques, agreements and/or procedures agreed in writing with the client .

2.4 Unless the parties have agreed otherwise in writing, BronCode. Dev shall not be obliged to make available to the client the auxiliary software and/or a so-called‘content management system’ required for the use, maintenance and management of the software .

VI. GENERAL TERMS AND CONDITIONS FOR MAINTENANCE AND SUPPORT

1. Applicability

1.1 The general terms and conditions for maintenance are supplemented by the general provisions set out in Part I and the terms of service set out in Part II, with the exception of any provisions from which these general terms and conditions for maintenance do not deviate.

2. Maintenance Services and Support

2.1 BronCode.Dev shall only carry out the management and maintenance of the software as set out in the Agreement . The maintenance obligation includes responding to questions raised by the client regarding the use of the software, and the rectification of errors in the software, insofar as possible and in accordance with this clause. ‘Error’ is defined as failure to comply with the functional and/or technical specifications BronCode.Dev and/or a third-party supplier . An error is only deemed to exist if it can be demonstrated and reproduced.

2.2 Unless expressly agreed otherwise in writing, BronCode.Dev is not obliged to carry out data conversion. The maintenance obligation includes the provision of new versions of the software only if this has been agreed in writing .

2.3 The client shall report any errors detected in the software to BronCode.Dev in detail.

2.4 If BronCode.Dev is able and authorised to rectify the errors itself, the results shall be made available to the client in the manner and within the timeframe to be determined by BronCode.Dev. Upon receipt of the report, in accordance with its usual procedures, endeavour to the best of its ability to have errors rectified and/or improvements incorporated into subsequent new versions of the software. In other cases, the procedures of the suppliers or rights holders of the software shall apply.

2.5 If BronCode.Dev carries out management or maintenance online, the client shall ensure in good time that it has a suitable infrastructure and telecommunications facilities for this purpose.

2.6 The client shall provide, in good time, all cooperation required by BronCode.Dev for the management or maintenance, including the temporary suspension of the client’s use of the software and the creation of a back-up of all data.

2.7 If the management and maintenance relate to software not supplied or made available to the client by BronCode.Dev itself, the client shall, if BronCode.Dev deems this useful, necessary or desirable for the management and maintenance , make the source code and the technical (development) documentation of that software (including data models, designs, change logs etc.) available to BronCode.Dev free of charge. The client warrants that it is entitled to make such material available and that no third-party rights preclude this . The client grants BronCode.Dev the right to use and modify the software, including the source code and technical (development) documentation, in the context of the performance of the agreed management and maintenance. The Client shall indemnify BronCode.Dev against all third-party claims relating to the provision and use by BronCode.Dev.

2.8 The management and maintenance carried out by BronCode.Dev shall not affect the Client’s own responsibility for the management of the software, including checking the settings, the use of the software and the manner in which the results of using the software are utilised.

2.9 Maintenance of the software does not include the rectification of errors, defects or shortcomings that are the result of or relate to: a) user errors or improper use of the software, including errors in data entry or in the data itself; b) modification of the software other than by or on behalf of BronCode.Dev; c) the use of the software in contravention of the applicable terms and conditions or in contravention of the instructions in the user documentation; d) modifications to, or errors, defects or shortcomings in equipment or software other than that maintained by BronCode.Dev ; e) the client’s failure to arrange for the software to be maintained in a timely manner; f) the use of older versions of the software that are no longer maintained by BronCode.Dev; g) the recovery of corrupted or lost data; h) other causes not attributable to BronCode.Dev .

3. “Multivendor” issues

3.1 BronCode.Dev shall , at the client’s request and without reservation, cooperate in resolving issues which may also involve equipment or software from other suppliers. If it is established that the issues are attributable to the third-party supplier, BronCode.Dev shall carry out this work on the basis of the applicable rates .

VII. HOSTING

1. Applicability

1.1 The provisions set out in this chapter apply, in addition to the general provisions in Part I and the terms of service in Part II, where BronCode.Dev provides services, under whatever name, in the field of ‘hosting’ and related services.

2. Hosting Services

2.1 If the Agreement concerns the provision of disk space on equipment, the client shall not exceed the agreed disk space, unless the Agreement expressly provides for the consequences of doing so. The Agreement covers the provision of disk space on a server reserved exclusively and specifically for the Client only if this has been agreed in writing and expressly. All use of disk space, data traffic and other load on systems and infrastructure is limited to the maximum limits agreed between the parties. For exceeding the agreed limits, BronCode.Dev will charge an additional fee in accordance with the standard rates applicable in such cases.

2.2 The Client is responsible for the management of the software, including checking the settings, the use of the hosting service and the manner in which the results of the service are utilised. In the absence of any express agreements in this regard, the Client shall itself install, configure, set parameters for and fine-tune the software and any supporting software, and, where necessary, adapt the equipment used, other software and the operating environment, and ensure the interoperability required by the Client. BronCode.Dev is under no obligation to carry out data conversion.

2.3 Only if this has been expressly agreed in writing shall the Agreement also cover the provision or making available of backup, disaster recovery and recovery services.

2.4 BronCode. Dev may temporarily suspend the hosting service, in whole or in part, for preventive, corrective or adaptive maintenance. BronCode.Dev shall ensure that the suspension does not last longer than necessary, shall, where possible, carry it out outside office hours and, depending on the circumstances, shall commence it after consultation with the client.

2.5 BronCode.Dev may make changes to the content or scope of the services provided. If such changes result in a change to the client’s applicable procedures, BronCode.Dev shall inform the client of this as soon as possible.

2.6 The client shall adequately secure its own systems and infrastructure and shall ensure that effective anti-virus software is in operation at all times . Only if this has been expressly agreed in writing will BronCode.Dev be responsible for security. The level of security must be agreed in writing.

2.7 Only if agreed in writing will BronCode.Dev, upon or after the termination of the agreement, assist in transferring the software to another hosting service provider.

2.8 If BronCode.Dev has reason to believe that the client’s data or software infringes any right of any third party, it is entitled to make the infringing data and/or software inaccessible and to keep it so, or to take other measures it deems necessary to put an end to the alleged infringement. Such grounds shall in any event be deemed to exist if a third party notifies BronCode.Dev that an infringement of any right is taking place. Furthermore, if BronCode. Dev has reason to assume that the client is performing acts or omitting to act which the client knows, or ought reasonably to have known, would lead to a use of the hosting service that is criminal or unlawful vis-à-vis the supplier and/or third parties, BronCode.Dev is entitled to terminate the hosting service. BronCode.Dev shall never be liable for any loss or damage incurred by the client as a result of its actions , even if it is established that there has been no infringement of any third party’s rights.

VIII. PURCHASE OF EQUIPMENT

1. Applicability

1.1 The general provisions set out in Part I shall apply in addition to the Agreement for the supply of equipment , insofar as these general terms and conditions do not deviate from them.

2. Delivery and installation

2.1 The risk of loss, theft and damage to the equipment passes to the Client upon delivery to the Client. However, if, for the purposes of delivery, whether or not at the Client’s request or on the Client’s instructions, a carrier is engaged, the risk of loss, theft and damage to the equipment shall pass to the Client at the moment the equipment is handed over to the carrier.

2.2 If agreed in writing, BronCode.Dev shall install the equipment.

2.3 Prior to delivery of the equipment, the client shall provide a suitable installation site with all necessary facilities, such as cabling and telecommunications facilities. A suitable installation site is also understood to mean an environment that meets the requirements specified by the supplier where applicable (regarding temperature, humidity, technical environmental requirements, etc.). If requested, BronCode.Dev will provide the client with a quotation for the provision of these necessary facilities.

2.4 The client shall grant BronCode.Dev access to the installation site for the performance of the necessary work during BronCode.Dev’s normal working hours. Any obligation on the part of BronCode.Dev to install equipment Dev does not include an obligation to install software or carry out data conversion.

IX. MAINTENANCE OF EQUIPMENT

1. Applicability

1.1 The provisions in this chapter apply, in addition to the general provisions in Part I and the terms and conditions of service in Part II, where BronCode.Dev maintains equipment.

2. Maintenance Services

2.1 BronCode.Dev shall carry out maintenance in respect of the equipment specified in the Agreement.

2.2 The content and scope of the maintenance services to be provided and any associated service levels shall be set out in a written agreement.

2.3 The Client shall, immediately after a fault occurs in the equipment, notify BronCode.Dev thereof by means of a detailed description. In these general terms and conditions, ‘fault’ is defined as the failure of the equipment to comply, or to comply without interruption, with the specifications expressly communicated in writing by BronCode. Dev and/or the supplier in writing. A fault is only deemed to exist if the Client can demonstrate this fault and the fault in question can, furthermore, be reproduced.

2.4 The Client shall provide all cooperation requested by BronCode.Dev for maintenance purposes, such as temporarily ceasing use of the equipment. The client is obliged to grant BronCode.Dev’s staff or third parties designated by BronCode.Dev access to the location of the equipment, to provide all other necessary cooperation, and to make the equipment available to BronCode.Dev for the purposes of maintenance .

2.5 Before handing the equipment over to BronCode. Dev for maintenance, the client shall ensure that a complete and fully functional backup copy has been made of all software and data stored in or on the equipment.

3. Exclusions

3.1 Work relating to the investigation or repair of faults that are the result of, or are connected with, user errors, improper use of the equipment or external causes, such as faults in the internet, data connections, power supplies, or interconnections with equipment, software or materials not covered by the maintenance agreement, are not included in the obligations of BronCode.Dev under the maintenance agreement.

3.2 Furthermore, the maintenance obligations of BronCode.Dev do not include: The investigation or repair of faults resulting from or related to modifications to the equipment other than those carried out by or on behalf of BronCode.Dev; the use of the equipment in contravention of the applicable terms and conditions; and the client’s failure to have the equipment serviced in a timely manner.

3.3 BronCode.Dev’s maintenance obligations also do not include the investigation or repair of faults that are related to software installed on the equipment.

X. INTERNET ACCESS

1. Applicability

1.1 The provisions set out in this chapter ‘Internet Access’, in addition to the general provisions in Part I, apply where BronCode.Dev grants the client access to the internet.

2. Description and conditions of internet services

2.1 Unless otherwise agreed in writing , BronCode.Dev shall use its best endeavours to establish connections to the internet via the BronCode.Dev system, including making available the software hosted by BronCode.Dev . BronCode. Dev is not responsible for the client’s infrastructure or that of third parties.

2.2 BronCode.Dev shall provide the client with access to the internet from the location or the point agreed in writing by the parties.

2.3 The client must have the appropriate facilities for accessing the internet , such as suitable hardware and software.

2.4 BronCode.Dev gives no guarantees regarding the actual bandwidth made available by BronCode.Dev. BronCode.Dev nor does it guarantee that the client will always have uninterrupted and unlimited access to the internet.

2.5 BronCode. Dev is at all times entitled to impose reasonable restrictions on the transmission speeds and the volumes of data traffic from the Client. BronCode.Dev is also at all times entitled to amend the content and scope of the agreed internet access if it reasonably considers this desirable for technical reasons.

2.6 BronCode. Dev shall provide the client with codes and information relating to the settings required to establish internet access from the client’s (computer) system . The client is responsible for correctly entering these codes and settings into their (computer) system.

2.7 The delivery time for an internet connection may, amongst other things, depend on the provision by third parties of a connection from the local exchange to the connection address or other necessary cooperation from such third parties. Any delay in the provision of a BronCode.Dev internet connection arising from delays or long lead times on the part of such third parties does not fall within the responsibility of BronCode.Dev.

2.8 If the Agreement also relates to the resolution of faults affecting internet access, the client may report a fault to BronCode.Dev in writing in the manner specified by BronCode.Dev. In such a case, BronCode.Dev shall endeavour to resolve the fault in accordance with what the parties have agreed in writing. If BronCode.Dev considers that the client’s cooperation is necessary or desirable, the client shall, at BronCode.Dev’s request, provide all cooperation deemed useful, necessary or desirable by BronCode.Dev.

2.9 The client is responsible for the use of the internet access provided by BronCode.Dev and the manner in which the results thereof are utilised.

3. Use of the internet service

3.1 The client is solely responsible for ensuring the availability and proper functioning of all software, (peripheral) equipment and the connection to a telecommunications network required for access to the service.

3.2 The client is obliged to follow reasonable instructions from BronCode. Dev regarding the use of the internet service . BronCode.Dev shall under no circumstances be liable for damage resulting from incorrect installation caused by acts or omissions contrary to the user manual. The Client is liable for the consequences of any authorised or unauthorised use by third parties.

3.3 The Client is aware that BronCode.Dev cannot reasonably offer complete protection against the security risks associated with an internet connection and that these risks are higher in the case of a permanent internet connection. If the Client wishes to minimise or eliminate these risks, the Client must install a firewall at its own expense and risk .

3.5 BronCode. Dev is at all times entitled to suspend access to the internet in whole or in part for the purposes of maintenance work. It shall, as far as reasonably possible, carry out such suspension outside office hours, ensure it lasts for as short a time as possible and, where reasonably possible, give advance notice of it.

BronCode.Dev - Terms and conditions 2026