Terms of Service - RTTR Technologies B.V. / Lean Customs B.V.

In addition to the articles listed below, the following terms and conditions also apply. Lean Customs B.V. uses the software of RTTR Technologies B.V. to provide its services.

Fenex Conditions

All transactions are subject to the Fenex General Conditions.

Fenex Conditions

NL Digital Terms and Conditions

All our offers and agreements are subject to the NL Digital Terms and Conditions (2020), as deposited with the Central Netherlands Court, location Utrecht. The client explicitly declares to have received the NL Digital Terms and Conditions in such a way that they can be stored by them and are accessible to them for later review, and agrees with these Terms and Conditions.

Download the NL Digital Terms and Conditions (Dutch)

General

Definitions

In these General Terms and Conditions of RTTR Technologies the following words and terms are written with a capital letter. All of the following words and terms in the singular include the plural and vice versa.
Third-Party General Terms and Conditions: Third-Party General Terms and Conditions are understood to mean all terms and conditions applied by the third party in respect of its Third-Party Product, including delivery conditions , licence terms and warranty conditions.
Backup: backup copies of digital data and/or files.
Services: all work performed by RTTR Technologies, in whatever form and under whatever name, such as support, application management, system management, business analysis and training.
Data Centre: a data centre is a facility where servers can be connected to networks, particularly the Internet. Part of the Infrastructure is located in one or more Data Centres.
Third-Party Products: all products and services provided by RTTR Technologies, the resulting facilities and related activities originating from third parties and in respect of which any intellectual property rights, industrial property rights and other rights are in principle not vested in RTTR Technologies.
Third-Party Infrastructure: the part of the Infrastructure that is managed and/or supplied by third parties or the Client.
Fair Use: the reasonable use of the Products by the Client.
Fixed Price: as described in detail in Article 2.3.
Errors: as described in detail in Article 5.4.
Warranty: as described in detail in Article 3.5.
Feasibility Study: as described in detail in Article 5.1.1.
Hosting: the direct and/or indirect (through third parties) provision of or access to a server-hardware environment used by RTTR Technologies in a Data Centre.
Identification Data: log-in name, passwords, address details and/or other codes.
Infrastructure: all the systems, hardware, software, network components and connections used for Products. This collection of facilities is used, among other things, for storing and transporting data and running software.
RTTR Technologies: RTTR Technologies B.V. and its legal successors or one or more affiliates or partners of RTTR Technologies B.V. who enter into the legal relationship with the Client and have declared the General Terms and Conditions of RTTR Technologies applicable.
RTTR Technologies Infrastructure: the part of the Infrastructure that is managed and/or delivered or transferred by RTTR Technologies and over which RTTR Technologies can exercise control. The RTTR Technologies Infrastructure is located in the office of RTTR Technologies and/or the Data Centre.
RTTR Technologies Products: all products and services provided by RTTR Technologies, the resulting facilities and related activities that do not originate from third parties and in respect of which any intellectual property rights, industrial property rights and other rights are vested or should be vested in RTTR Technologies.
Subsequent Calculation: as described in detail in Article 2.4.
Maintenance: any work that causes the offered Products to be temporarily unavailable.
Client: any party requesting and instructing the delivery and transfer of Products and/or services.
Parties: the Client and RTTR Technologies.
Process Data: the data entered by the Client and/or the data entered by third parties.
Products: all RTTR Technologies Products and/or Third-Party Products provided by RTTR Technologies, the resulting facilities and the related activities.
SaaS: (Software as a Service) granting the Client access to and the use of RTTR Technologies Products, directly and/or indirectly (through third parties), via the hosting environment of RTTR Technologies.
Software: software, developed and/or provided by RTTR Technologies, that can be executed on a computer.
Support: as described in detail in Article 4.3.
Advance: as described in detail in Article 2.6.
Working Days: normal Dutch working hours (9:00-17:00 CET) and days (Monday to Friday), excluding national holidays.

Applicability

These conditions (hereinafter: General Terms and Conditions of RTTR Technologies) apply to all offers and/or deliveries and transfers of RTTR Technologies and agreements and/or other legal relationships between RTTR Technologies and the Client, the resulting facilities and the related activities, regardless of whether these are effected pursuant to written, oral and/or electronic agreement, unless otherwise agreed in writing.
RTTR Technologies cannot agree to any purchase conditions or other conditions and these are therefore kindly but explicitly rejected by RTTR Technologies, unless otherwise agreed in writing. Any purchase conditions or other conditions of the Client are therefore not applicable.
The General Terms and Conditions of RTTR Technologies can always be requested with RTTR Technologies and be downloaded from our website app.leancustoms.com .
RTTR Technologies is at all times authorized to make changes or additions to the General Terms and Conditions of RTTR Technologies. The amended General Terms and Conditions of RTTR Technologies will subsequently be applicable, unless the Client raises objections to any changes in writing within 30 (thirty) days of the date the amendment was shared with the Client.
Changes and additions to the General Terms and Conditions of RTTR Technologies and/or the agreements concluded between RTTR Technologies and the Client will only be valid if they have been recorded in writing by RTTR Technologies and will only apply to the agreement concerned.
If the Client comprises several natural or legal persons or companies, they will be jointly and severally bound to fulfil all obligations arising from the agreement concluded with RTTR Technologies.
The headings above the articles of these terms and conditions are for clarification purposes only. The content and scope of the article under a particular heading are therefore not limited to that heading.

Confirmation

Verbal commitments, instructions or other statements of any kind whatsoever from employees of RTTR Technologies will only be legally valid and binding if confirmed in writing by authorized representatives of RTTR Technologies.

Offers

All offers are without obligation, unless explicitly stated otherwise in writing in the offer.
All specifications of products and or services are provided with due care but RTTR Technologies does not guarantee that no deviations will occur.
Offers are based on the data, information and/or wishes provided by the Client in accordance with Article 1.6.

Agreements

If RTTR Technologies sends an offer, contract or other similar legally binding document to the Client and the Client fails to sign and return this document to RTTR Technologies, the Client accepts the content of this document and the General Terms and Conditions of RTTR Technologies by paying the fees to RTTR Technologies
An agreement between RTTR Technologies and the Client for which no specific duration has been agreed has a duration of 1 (one) year if it relates to a Product for which a periodic fee is charged, such as but not limited to Support. If this agreement is not terminated or not terminated in good time, this agreement will be continued each time for the duration of 1 (one) month.
An agreement as described in Article 1.5.2 may be terminated by means of a registered letter received by the other Party no later than 30 (thirty) days before the extension of the agreement takes effect.
Either Party will be entitled to terminate all or part of the agreement by means of a registered letter, without judicial intervention, if the defaulting Party continues to fail to fulfil its obligations even after a written demand stipulating a reasonable term. In this case, any claim will be immediately due and payable in full.
The Parties are also entitled, with immediate effect and without judicial intervention, to terminate or cancel by means of an extrajudicial declaration all or part of the agreement and/or the offers, if a suspension of payments has been applied for or a petition for bankruptcy or liquidation has been filed for the other Party, if the other Party is declared bankrupt or insolvent or is granted a suspension of payments or if the other Party's company is liquidated or dissolved, other than for the purpose of restructuring or merging companies. In such cases, any claim will be immediately due and payable in full.
After the termination of the agreement, for whatever reason, the Parties may no longer derive any rights from the agreement, without prejudice to the continued applicability of the Parties’ obligations which by their nature are intended to continue after the termination of the agreement, such as but not limited to the obligations concerning property rights, confidentiality and the non-compete clause.

Cooperation/obligation to provide information by the Client

All assignments are carried out by RTTR Technologies on the basis of the data, information, wishes and/or requirements made known to RTTR Technologies by the Client.
The Client will render RTTR Technologies every assistance and will at all times provide RTTR Technologies, in good time, with all the data and/or other information necessary and useful for a proper performance of the agreement. The Client guarantees the accuracy of these data and/or other information.
If any data, information, wishes and/or requirements necessary for the performance of the agreement have not been made available to RTTR Technologies, or have not been available in good time or not in accordance with the agreements, or if the Client does not fulfil its obligations in any other way, RTTR Technologies will in any case have the right to terminate the agreement or suspend the performance of the agreement and RTTR Technologies will be entitled to charge the resulting costs according to its usual rates.
If interim changes or new facts should occur with respect to data, information, wishes and/or requirements previously made available, RTTR Technologies will at all times be entitled, in consultation with the Client, to adapt the agreement to these new circumstances or, if to the opinion of RTTR Technologies no reasonable alternative can be found, to terminate the agreement. RTTR Technologies will be entitled to chargecosts resulting from those changes according to its usual rates.
If the Client makes functional improvements or other changes to the Products (after first having received the required written permission from RTTR Technologies, as explained in detail in Article 3.3.4), the Client will be obliged to communicate these changes to RTTR Technologies. Any intellectual property rights arising as a result will be vested in RTTR Technologies and as far as required the Client undertakes, if necessary, to transfer these intellectual property rights to RTTR Technologies by further deed.
If RTTR Technologies performs activities at a location other than its own, the Client will arrange for the facilities reasonably required by RTTR Technologies, such as a workspace and telecommunication facilities, free of charge.
The Client indemnifies RTTR Technologies against any loss and liability as a result of actions and/or claims from employees of RTTR Technologies and/or of third parties engaged by RTTR Technologies, in connection with industrial accidents and/or hazards in the business of the Client and in the workspace made available by the Client, as referred to in Section 7:658 of the Dutch Civil Code.

Confidentiality/Non-compete clause

RTTR Technologies and the Client mutually undertake to maintain the confidentiality of all data and information about each other's organization, clients, files, offers and Products of which the Parties become aware while working for each other or for clients of the Client. These data and information may only be used for the performance of the agreement concluded between the Parties. These data and information may be shared (i) to employees and other persons who work for one of the Parties insofar this is necessary to perform under any agreement concluded between the Parties, (ii) to third parties only after consent of the Party who provided the data or information or if this is required under compulsory law or a court order.
RTTR Technologies is entitled to place on the RTTR Technologies website and/or on a reference list the name and logo of the Client or its clients to whom rights to the Products have been granted and to make these available to third parties for information purposes.
During the term of the agreement and until 12 (twelve) months after the termination of the agreement, the Client and its clients who have gained access to the Products through the Client, will not enter into any direct or indirect business, employment or other similar relationships with any employee of RTTR Technologies, except after obtaining written permission from RTTR Technologies. The Client must ensure that its clients will comply with the aforementioned obligation.
In case of breach of the stipulations of Article 1.7.3, the Client will be obliged to pay an immediately payable penalty of €50,000 (fifty thousand euros) per breach, without prejudice to the right of RTTR Technologies to claim compensation for the full loss suffered.

Liability

With due observance of Articles 1.8.2, 1.8.3 and 1.8.4, the total liability of the Parties will be limited to compensation for direct loss, and will not exceed the price stipulated for that agreement (excluding VAT) with a maximum of €200,000 (two hundred thousand euros), in which respect a series of connected events will be regarded as a single event. If payment takes place in instalments, for example in the event of a continuing performance contract or a contract for purchase in instalments, the total liability of RTTR Technologies will be limited to the amount received by RTTR Technologies from the Client in the past 12 (twelve) months, with a maximum of €200,000 (two hundred thousand euros).
RTTR Technologies is insured against loss or damage. Under no circumstances will RTTR Technologies be liable for or compensate any further loss, which the Client may suffer under the agreement concluded with RTTR Technologies, regardless of the reason for its occurrence, including possible third-party claims against the Client, other than the loss covered by this insurance and actually paid out, increased by the excess of RTTR Technologies, unless in the event of intent or deliberate recklessness.
The total liability for loss due to death or physical injury will under no circumstances exceed €1,000,000 (one million euros), in which respect a series of connected events will be regarded as a single event.
Direct loss is exclusively understood to mean:

(i) as regards the Client: the financial loss that RTTR Technologies suffers as a direct consequence of an event, and (ii) as regards RTTR Technologies: all reasonable expenses that the Client would have to make in order to make the performance of RTTR Technologies meet the requirements of the Agreement during the period that the Agreement continues to apply;
the reasonable costs incurred to determine the cause and extent of the loss mentioned under a);
the reasonable costs incurred to prevent or limit loss mentioned under a), and with respect to the Client in so far as the Client demonstrates that these costs have resulted in a limitation of loss.

Liability for indirect loss, including consequential loss, loss of profit, lost savings, reputational damage, destruction or loss of files and/or data, loss due to delay, loss suffered, loss caused by the inadequate provision of information and/or cooperation by the Client, loss due to business interruption or third-party claims against the Client, is expressly excluded.
Except in the cases referred to in Article 1.8, RTTR Technologies cannot in any way whatsoever be held liable to pay any compensation, regardless of the ground on which the compensation is claimed.
Liability will only arise if the Party suffering loss immediately and properly declares the other Party to be in default in writing, giving it a reasonable term for remedying the breach, and the Party causing the loss continues to fail imputably in the fulfilment of its obligations after that term. The notice of default must contain as detailed a description as possible of the breach, to enable the other Party to respond adequately.
A claim for compensation cannot be considered unless the Party suffering loss gives the Party causing the loss written notice of the loss by registered letter within 60 (sixty) days of the occurrence of the loss and takes measures to limit the loss as much as possible. In addition, any ground for and form of liability of a Party causing loss will become time-barred and/or will lapse twelve months after the events occurred that gave rise to the liability of the Party causing the loss.
The Client indemnifies RTTR Technologies against any and all third-party claims due to liability as a result of an Error or defect in a product, system or service delivered or transferred by the Client to a third party and which product, system or service also consisted of what was delivered or transferred by RTTR Technologies.
RTTR Technologies accepts no liability whatsoever for damage and/or loss of any kind caused by Third-Party Products or the delivery thereof. If possible, RTTR Technologies will assign to the Client the rights of RTTR Technologies to claim compensation from the supplier of the Third-Party Product in question.
RTTR Technologies is not liable for damage and/or loss of any kind resulting from a failure to provide Support, Maintenance and Warranty in good time.
The limitations of liability set out in this article will lapse if and to the extent that the damage and/or loss is the result of intent or gross negligence on the part of the Party causing the damage and/or loss and exclusively in respect of that damage and/or loss.

Assignment

The agreement concluded between RTTR Technologies and the Client and the resulting rights and obligations may not be assigned to third parties without the prior written permission of RTTR Technologies.
The Client grants RTTR Technologies the right in advance, without requiring the explicit permission of the Client, to assign the entire agreement, or parts thereof, to:

a parent company, sister company and/or subsidiary;
a third party in the event of a merger or acquisition of RTTR Technologies.

RTTR Technologies will notify the Client if this occurs.

Nonattributable Breach

The Parties will aim to perform the agreement entered into in good time and in full. However, neither Party will be obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance that cannot be attributed to it, and for which it is not accountable pursuant to the law, legal act or according to generally accepted standards. The aforementioned circumstances also include shortcomings of suppliers, the late availability of necessary data, information and/or specifications, changes in such data provided, inaccuracies in specifications and/or functional descriptions of Third-Party Products and/or products supplied by third parties, bad weather conditions, fire, explosion, power failure, network failures, flood, illness, shortage of personnel, strikes, selective strikes, work-to-rule actions or other labour conflicts, accidents, government actions, the inability to obtain a required permit or permission, material scarcity, theft, traffic disruption and/or transport restrictions.
If the nonattributable breach is of a temporary nature, the Parties may unilaterally suspend the agreement until the situation in question no longer occurs, without being obliged to pay any compensation.
If a nonattributable breach occurs, the Parties reserve the right to demand payment for services already performed before the nonattributable breach became known.
If the nonattributable breach by one of the Parties continues for more than three months, both Parties will each have the right to terminate the agreement, without being obliged to pay any compensation in respect of the termination.

Nullity

If all or part of one or more provisions of the agreement are null and void or voidable, have been nullified or have become legally invalid in any other way, the other provisions of the agreement and, if applicable, the remaining part of a provision that is partially invalid, will remain in full force and effect.
With regard to provisions (or the part of a provision) that are null and void or voidable, have been nullified or have become legally invalid in any other way, the Parties will enter into discussions to make alternative arrangements and will endeavour to ensure that the purport of the agreement (and the remaining part of a provision that is partially invalid) is maintained in its entirety.

Applicable Law and Settlement of Disputes

Unless otherwise agreed by the Parties in writing, Dutch law applies to all agreements concluded by RTTR Technologies with the Client. The Parties expressly declare that the Vienna Sales Convention does not apply.
All disputes arising between the Parties in connection to an agreement governed by these general terms and conditions or ensuing from further agreements that result from the agreement in question will be resolved by means of arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes (Stichting Geschillenoplossing Automatisering, SGOA), which has its registered office in The Hague. This provision will not affect the right of either Party to request preliminary relief (in arbitral proceedings), without prejudice to the right of either Party to take precautionary measures. Unless the Parties jointly decide otherwise, arbitration will take place in Rotterdam.
With the mutual approval of the Parties, prior to arbitration an attempt may be made to resolve the dispute by means of other dispute resolution facilities offered by SGOA.
If SGOA declares itself incompetent or if the Parties jointly agree to do so, disputes will be submitted to the competent Dutch court in Rotterdam.
Without waiving any rights, the foregoing will not prevent the Parties from taking precautionary measures and/or from instituting preliminary relief proceedings before the competent Dutch court in Rotterdam, before applying to SGOA (or pending the arbitral award), in order to safeguard their existing rights.

PRICES/PAYMENTS

Prices and Payments

All prices are exclusive of VAT and exclusive of any other levies imposed by the government. The amounts due will be charged inclusive of VAT and any government levies.
RTTR Technologies will charge the Client the amounts owed by the Client monthly and/or within another period properly specified in the agreement. The Client will pay the amounts due within 30 (thirty) days of the invoice date without being entitled to any deduction or set-off.
If the Client fails to fulfil any payment obligation within the applicable term, the Client will be in default (in verzuim) without any demand or notice of default being required, in line with Section 6:83 sub a of the Dutch Civil Code. If the Client fails to pay in time, the Client owes the commercial interest rate pursuant to Section 6:119a of the Dutch Civil Code. The Client will be obliged to pay RTTR Technologies the costs, both in and out of court, with regard to the collection of all that the Client owes RTTR Technologies in accordance with the Extrajudicial Collection Costs (Standards) Act (Wet normering buitengerechtelijke incassokosten) and the corresponding Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten, Besluit BIK), in which respect the maximum amount from the Decree is disregarded between the Parties.
RTTR Technologies has the right to suspend its activities and other obligations towards the Client until full payment has been made, without prejudice to the Client’s obligation to fulfil its obligations.
If RTTR Technologies is unable to deliver as a result of a default on the part of the Client, the Client will be obliged to pay RTTR Technologies the amounts due in connection with the delivery.
Periodic fees such as monthly or annual Support fees are invoiced prior to the relevant period.
The amount due as referred to in Article 2.1.1 may be increased by any implementation and installation costs, shipping costs and third-party costs. An increase may also apply if activities on behalf of the Client are performed outside the offices of RTTR Technologies. The following will be charged for activities performed outside the offices of RTTR Technologies: hourly wages, travel and waiting time allowances, travel expenses and/or kilometre allowances, hotel expenses and any other expenses associated with such activities. The travel and waiting time allowance is 100% of the then applicable hourly rate. The method of transport will be determined by RTTR Technologies. The foregoing also applies to activities that will be performed outside the Netherlands.
If the Client is an entrepreneur located outside the Netherlands and the Products must be exported from the Netherlands (within the framework of an intra-Community supply or otherwise), the Client guarantees that it is properly registered for the applicable turnover tax in the country concerned. The Client indemnifies RTTR Technologies against all loss RTTR Technologies might suffer should RTTR Technologies wrongly invoice the Client on the basis of a 0-rate, except in the event that the Client has informed RTTR Technologies in writing before the first invoice date of the fact that it is not or not properly registered.
The above provisions do not affect any other rights RTTR Technologies may have based on a breach of contract by the Client.

Price changes

The prices agreed between RTTR Technologies and the Client are based, inter alia, on the costs of electricity, salaries, social security, materials, travel and accommodation, Third-Party Products, the exchange rates for relevant currencies and other variable cost items as applicable at the time the agreement is concluded. In the event of any change in one or more cost items, the relevant exchange rates and/or the Consumer Price Index (CPI), RTTR Technologies will be entitled to adjust the prices to reflect such change(s). Annually, on 1 January, RTTR Technologies will increase its prices by at least 2%.
RTTR Technologies will inform the Client about any price changes. If the Client does not agree to a price change, the Client will only be entitled to terminate the agreement with effect from the date on which the price change will come into effect, if and as long as the total price increase during 1 (one) year exceeds the inflation figure published by Statistics Netherlands for the current year (or the previous year for price increases announced for the following year) by more than 5 points (expressed in %).

Fixed Price

In the case of a Fixed Price agreement, the work will be carried out for a previously agreed amount.
Unless RTTR Technologies can rely on Article 1.6.4, additional hours will not be charged with Fixed Price agreements.

Subsequent calculation

If no method of settlement has been agreed in advance, the work will be performed on the basis of Subsequent Calculation.
If settlement is to take place on the basis of Subsequent Calculation, an overall estimate of the expected costs may have been made before commencement of the agreed work. After completion of the work to be performed, all actual costs incurred in connection with the work will be charged. The Client is therefore aware and accepts that the estimate previously made may be lower than the actual costs incurred.

Additional work

If RTTR Technologies is of the opinion that a project change instructed by the Client is an instruction for additional work, RTTR Technologies will report this to the Client before proceeding to perform the work. At the request of the Client, the report will be followed by a cost indication as referred to in Article 2.4.2 and other conditions. In such situations the Client will decide as soon as possible on the proposed additional work.
The Client is deemed to have agreed to the performance of additional work and the associated costs if the Client has allowed the additional work to be carried out without first indicating in writing that it does not wish the additional work to be carried out.

Advance

RTTR Technologies is entitled to charge an advance payment. If the advance payment is not made in full, RTTR Technologies will be entitled, without prejudice to its other rights, to suspend the further performance of the agreement immediately and all sums owed by the Client to RTTR Technologies for whatever reason will be immediately due and payable.

Payment term

An invoice has a payment term of 30 days.

RTTR Technologies PRODUCTS

Intellectual Property Rights

RTTR Technologies has the exclusive right to further develop the RTTR Technologies Products and to make their use available to third parties by means of licences.
Except in the case of Third-Party Products, all intellectual property rights, industrial property rights and other rights arising from each assignment carried out by RTTR Technologies anywhere and at any time will remain vested in RTTR Technologies, regardless of whether the assignment concerns the delivery of an existing Product or a Product to be developed or customized work.
The Client acknowledges that all current and future intellectual property rights, industrial property rights and other rights and the registration and/or application of the aforementioned rights and/or similar rights with regard to the RTTR Technologies Products and all other Software developed by RTTR Technologies (including customized work) will be vested in RTTR Technologies worldwide indefinitely or will be transferred to it. Should RTTR Technologies so demand, the Client will cooperate in transferring the rights referred to in this article to RTTR Technologies, without being entitled to any compensation.
The Client is not permitted to remove from the Products or change any indication concerning intellectual property rights, industrial property rights, other rights, brands and trade names, or to have such actions carried out by a third party.
The intellectual property rights, industrial property rights and other rights to a Product, or a part thereof, may only be transferred to the Client by a written deed if RTTR Technologies owns these rights.
If RTTR Technologies, the Client or third parties make functional improvements or other changes in the Products, the intellectual property rights, industrial property rights and other rights to the improved or changed Products will remain vested in RTTR Technologies or the third-party owner. If the aforementioned rights are not vested in RTTR Technologies or a third-party owner, the Client will arrange for the aforementioned rights to be transferred free of charge to RTTR Technologies or the third-party owner.
RTTR Technologies reserves all intellectual property rights, industrial property rights and other rights with respect to written material and/or documentation provided. The Client is expressly not permitted to reproduce this, put this at the disposal of or give this in loan to third parties in any way whatsoever. The Client must ensure that its employees and/or third parties comply with the aforementioned obligations.

Indemnity

RTTR Technologies will indemnify the Client against any proceedings in so far as they are based on the allegation that the RTTR Technologies Products infringe a copyright valid in the Netherlands. RTTR Technologies will pay the costs that have been irrevocably determined and the amount of the damages irrevocably awarded in the final judgment, provided that the Client:

informs RTTR Technologies in writing about the alleged copyright infringement immediately, but at the latest within 10 (ten) days of this alleged infringement having been brought to the knowledge of the Client or the date on which the Client could reasonably have become aware of it; and
leaves the overall handling of the case, including settlement negotiations, to RTTR Technologies. If such proceedings are instituted or there is a possibility that such proceedings will be instituted, RTTR Technologies reserves the right to acquire the licence or sub-licence right to the RTTR Technologies Product or to modify the RTTR Technologies Product in such a way that it no longer infringes any copyright valid in the Netherlands. If, in the opinion of RTTR Technologies, the aforementioned options are not reasonably feasible, RTTR Technologies may take back the delivered RTTR Technologies Product against reimbursement of only the fee already paid for this RTTR Technologies Product less reasonable compensation for the use made of the RTTR Technologies Product.

RTTR Technologies will not indemnify the Client against any proceedings in so far as:

they are based on the allegation that a Third-Party Product infringes an intellectual property right, industrial property right or other right valid in the Netherlands or elsewhere;
that which has been delivered or transferred by the Client is part of or has been delivered or transferred in connection with a Product and this combination infringes an intellectual property right, industrial property right or other right valid in the Netherlands or elsewhere;
the Client has made a change in or to the Product.

If RTTR Technologies and the Client have agreed that the intellectual property rights, industrial property rights or other rights to a Product or a part thereof will be transferred to the Client, the Client will indemnify RTTR Technologies against any proceedings in so far as they are based on the allegation that the Product or a part thereof infringes an intellectual property right, industrial property right or other right vested in a third party.

Right to use Software

RTTR Technologies grants the Client the non-exclusive right to use the Products, together with the associated documentation.
The right of use will be limited to the use of the Products exclusively for the Client’s own use, for the number or type of users or connections agreed with RTTR Technologies. If no further arrangements have been made, the right of use will be limited to one (1) person.
The Client is responsible for making Backups in a timely manner of any data used in or by the Products. At the request of the Client, RTTR Technologies will inform the Client of the procedures that may be necessary for data security and for making Backups.
The right to use the Products is not transferrable to third parties (third parties also include parent companies, sister companies and/or subsidiaries of the Client).
The Client is not authorized to make the Products available to third parties under any title or in any way whatsoever (third parties also include parent companies, sister companies and/or subsidiaries of the Client).
The right of use will come into effect after payment has been made by the Client and the other obligations to which the Client is subject have been fulfilled.
The scope of the right to use Third-Party Products is determined by the Third-Party General Terms and Conditions as set out in Article 7. In so far as the foregoing does not deviate from the Third-Party General Terms and Conditions, the foregoing will apply accordingly.

Checks

RTTR Technologies is entitled to incorporate technical restrictions and control mechanisms in the Products to prevent and/or check that the actual number and/or type of users does not exceed the agreed number of users.
If the aforementioned checks show that the actual number of users, servers and/or workstations exceeds the number of agreed users, servers and/or workstations, or if this becomes apparent in any other way, the Client must immediately purchase the number of missing user licences. Payments due for Support for the missing user licences will be charged to the Client with retroactive effect, up to the moment of the last delivery of the previously agreed number of users. RTTR Technologies also reserves the right to report this to the Business Software Alliance (BSA).

RTTR Technologies Services

Work

This article contains specific provisions for Services to be performed by RTTR Technologies for the Client. Should there be any conflict, the provisions of this article take precedence over the other provisions in these terms and conditions.
RTTR Technologies warrants that:

the Services to be provided by it or on its behalf will be performed in a professional manner; and
for the duration of the agreement, the persons to be engaged by RTTR Technologies for the performance of the agreement meet and will continue to meet any qualities agreed with regard to education, expertise and experience.

Unless otherwise agreed, Services will be provided during the normal working hours and days applicable to RTTR Technologies. If both Parties are of the opinion that this is necessary, RTTR Technologies will provide Services outside its normal working hours. In that case RTTR Technologies will charge its usual rate for Services provided on working days from 08:00 to 18:00 and double the usual rate for Services provided from 18:00 to 08:00, at weekends or on national holidays.
If it appears that some or part of the Services cannot be provided as a result of the Client’s failure to meet any obligation towards RTTR Technologies or due to other circumstances attributable to the Client, the Client will reimburse the costs incurred by RTTR Technologies in this respect, calculated on the basis of the rates of RTTR Technologies generally applicable at that time. These costs also include the man-hours reserved by RTTR Technologies that cannot be spent due to the aforementioned circumstances.
All work will be charged on to the Client unless agreed otherwise and will in principle be carried out without interruption and on Working Days and under normal working conditions.
For each uninterrupted period in which RTTR Technologies performs work during less than 3 (three) hours at a customer location other than at RTTR Technologies, RTTR Technologies will be entitled to charge a minimum of 3 (three) hours. An uninterrupted period is deemed to exist if the time during which no work is performed, between one period and the next period in which work is performed, does not exceed 1 (one) hour or if the employee leaves the customer location for less than 1 (one) hour.
If it has been agreed that work will be performed in phases, RTTR Technologies will be entitled to postpone the start of the work of the next phase until the Client has accepted the results of the preceding phase in writing.
Only if this has been explicitly agreed in writing will RTTR Technologies be obliged to follow timely and responsibly given instructions by the Client during the performance of the work. RTTR Technologies is not obliged to follow instructions that change or add to the content or scope of the work agreed. If, however, such instructions are followed, the relevant work will be reimbursed on the basis of Subsequent Calculation.
RTTR Technologies is entitled to engage third parties for the performance of work without the express permission of the Client.

Business Consultancy

All Products that can be regarded as advice or are of an advisory nature, such as but not limited to Support (Article 4.4) and a Feasibility Study (Article 5.1) will at all times be provided to the best of our knowledge and ability.
RTTR Technologies is not responsible and/or liable if, due to the activities arising from the advice, a project of the Client cannot be completed within the set budget, the set time and any other predetermined conditions.
RTTR Technologies will give advice based on preconditions set by RTTR Technologies and information obtained from the Client as referred to in Article 1.6. If it appears that not all relevant information has been obtained and/or if other types of problems and/or insights arise, such as but not limited to incompatibility problems (products that are incompatible with each other), the advice given may be adapted to this new situation.

Support

Support includes the provision of oral (including by telephone) and written (including by email) advice and support in relation to the use and operation of the RTTR Technologies Products. Unless agreed otherwise, Support will be charged on to the Client on the basis of Subsequent Calculation

DELIVERY AND TRANSFER

Feasibility Study (Blue Print Analysis)

A Feasibility Study is a study that RTTR Technologies may carry out before proceeding to deliver. The purpose of the Feasibility Study is to inform the Client at an early stage about the feasibility of the assignment.
Based on the outcome of the Feasibility Study, RTTR Technologies will issue a positive delivery recommendation or a negative delivery recommendation regarding the feasibility of the assignment. A positive delivery recommendation usually means that RTTR Technologies will proceed to deliver. A negative delivery recommendation means that RTTR Technologies will reject the delivery, stating reasons, and will propose an alternative if possible.
The costs of the Feasibility Study will always be payable by the Client, regardless of the outcome of the Feasibility Study.

Terms of Delivery and Transfer

Any and all terms of delivery referred to by and applicable to RTTR Technologies have been determined to the best of RTTR Technologies' knowledge based on the information made known to RTTR Technologies, and will be taken into account as much as possible.
Terms of delivery are therefore not considered to be deadlines within which delivery or transfer must be effected, but as terms within which RTTR Technologies will endeavour to the best of its ability to deliver what has been agreed. If there is a possibility that any term will be exceeded, RTTR Technologies and the Client will consult as soon as possible to set a new term.
Exceeding any applicable term of delivery by RTTR Technologies will never constitute an attributable shortcoming on the part of RTTR Technologies.
Under no circumstances will RTTR Technologies accept any liability if a term of delivery is exceeded.

Retention of Title

RTTR Technologies will only undertake to perform the agreement concluded between RTTR Technologies and the Client after RTTR Technologies has received a signed copy of the agreement drawn up by RTTR Technologies and/or if all fees due have been paid on time and in full. If RTTR Technologies starts the performance of the agreement before having received a signed copy of the agreement and/or before all fees due have been paid on time and in full, RTTR Technologies reserves the right to suspend the performance of the agreement until it has received a signed copy of the agreement and/or all fees due have been paid on time and in full.
If the Client creates a new product from Products delivered or transferred by RTTR Technologies, the Client will create the new product for the benefit of RTTR Technologies. If, contrary to Article 3.1.6, the Client and RTTR Technologies have agreed that the Client will obtain any of the rights referred to in Article 3.1.6 with respect to the new product, the Client will retain the new product for the benefit of RTTR Technologies until the Client has paid all amounts due under the agreement on time and in full. RTTR Technologies will retain all rights as the owner of the new product until the Client has made all payments on time and in full.

Errors

An Error is understood to mean: not meeting the functional specifications laid down in writing by RTTR Technologies and, in case of developing customized RTTR Technologies Products, the functional specifications explicitly agreed in writing. An Error only exists if it can be demonstrated and reproduced. The Client is obliged to report possible Errors to RTTR Technologies immediately.
Any right to have Errors rectified will lapse if the Products supplied have been modified by the Client in any form or in any way whatsoever.
Errors will be rectified at a location designated by RTTR Technologies. RTTR Technologies is entitled to implement temporary solutions, emergency solutions, detours and/or other problem limiting measures. RTTR Technologies is entitled to implement temporary solutions, emergency solutions, workarounds or problem-avoiding restrictions.

Change in Performance

RTTR Technologies is entitled to deliver other Products instead of the Products ordered by the Client, provided that the operation and capacity do not differ substantially from those of the Products originally ordered.
If the agreement has been entered into with a view to performance by a particular person, RTTR Technologies will at all times be entitled to replace this person by one or more other persons with the same qualifications.

SAAS

SaaS General

SaaS will only be delivered from a location approved by RTTR Technologies and through the equipment approved by RTTR Technologies.
The Client is not entitled to make any adjustments, extensions and/or changes to SaaS offered.
In connection with the access to and use of SaaS, the Client has equipment and software at its disposal, either directly or indirectly, that meets the standards and/or requirements set by RTTR Technologies and communicated directly or indirectly to the Client. The Client must also continue to comply with the conditions set out in this paragraph. If and as long as equipment and/or software do not comply with these conditions, RTTR Technologies' obligation to provide access to SaaS and its use will be suspended by RTTR Technologies.
The Client will provide RTTR Technologies with the opportunity to check whether the standards and/or requirements referred to in Article 6.1.3 of this article are observed.
If, after the inspection referred to in Article 6.1.4, the Client still does not observe the standards and/or requirements referred to in Article 6.1.3, RTTR Technologies will have the right to terminate all or part of the agreement without prior written notice of default and/or judicial intervention.
The Client is obliged to follow instructions of RTTR Technologies concerning SaaS.
RTTR Technologies is entitled to view log files and the like for the purpose of analysing the use of SaaS. The results of such an analysis will not be made available to third parties (third parties do not include the parent companies and/or subsidiaries affiliated with RTTR Technologies). This does not apply to figures and data concerning the use of SaaS that cannot be directly traced back to the use by the Client.
If the Client discovers a breakdown, it must report this immediately to RTTR Technologies. After a breakdown has been reported by the Client, RTTR Technologies will take the measures required that result or could result in repair.
The costs of repairing the breakdown will be borne by Client if it appears that the breakdown is caused by the improper use by the Client or is due to the Client’s actions or omissions in violation of the agreement.
RTTR Technologies will inform the Client in advance of any scheduled Maintenance to SaaS, if this Maintenance leads to problems with gaining access to SaaS or SaaS not being available. In such case Maintenance will be carried out outside of Working Days. Other Maintenance will be carried out during Working Days.

Obligations of RTTR Technologies concerning SaaS

RTTR Technologies arranges for the availability of SaaS. RTTR Technologies will, to the best of its ability and in so far as within its control, aim to achieve an availability percentage to be specified.
The percentage referred to in Article 6.2.1 will be measured over a calendar year. Maintenance time is not included herein.
RTTR Technologies does not guarantee, among other things, that the telephone lines, the Internet and/or other networks offer optimal use and access.
RTTR Technologies has no obligations with respect to availability, reliability or other performance requirements concerning telephone lines, the Internet and/or other networks and the resulting facilities.
RTTR Technologies will endeavour to take all useful and necessary measures to ensure the proper functioning and continuity of SaaS.
RTTR Technologies will endeavour to effect a state-of-the-art physical and logical protection against unauthorized access by third parties to the computer equipment and computer programs used by RTTR Technologies and/or to the Process Data stored within the framework of the facility or facilities agreed in the agreement.

Browser

The Client will have access to SaaS through a browser. The browsers for which SaaS is optimized on concluding the agreement will be made known by RTTR Technologies.
RTTR Technologies is not obliged to maintain optimal access to SaaS through the browsers referred to in Article 6.3.1. RTTR Technologies is entitled, without being obliged to pay any form of compensation whatsoever, to make changes to SaaS that may affect the browsers used by the Client and/or recommended by RTTR Technologies.
If a case as described in Article 6.3.2 should occur, RTTR Technologies will make reasonable efforts to enable the Client to switch to another browser. Any costs arising for the Client in this respect will be at its own expense.

Use of Identification Data

RTTR Technologies will only make Identification Data available to the Client if this is necessary for the use of Products. The Client will handle this Identification Data with due care. Client will notify RTTR Technologies in the event of loss, theft and/or other forms of unlawful use of the data, so that the Parties can take appropriate measures.
The Client will bear all responsibility, liability, any loss and costs caused by the use and/or loss of the Identification Data, used and/or distributed by the Client. Under no circumstances will RTTR Technologies be liable for the misuse and/or unlawful use of the Identification Data and the personal data of the Client’s users, except in case of intent or gross negligence on the part of RTTR Technologies.
If it can be reasonably suspected that the Identification Data of the Client have been misused or used unlawfully, RTTR Technologies may give instructions to the Client, which must be carried out.
If it has been established that the Identification Data have been misused or that Client has not complied with the instructions referred to in Article 6.4.3, the Client will immediately be in default.

Changes to SaaS

RTTR Technologies is entitled, following a written announcement, with due observance of a reasonable period and without being obliged to pay the Client any compensation, to make additions and/or changes to SaaS concerning but not limited to:

access procedures, such as procedures related to operational rules and security requirements;
changing a third party provider/supplier, location, hardware, software and other facilities relevant to the provision of SaaS.

If the changes result in a demonstrable and substantial adverse change in the working method of the Client's company and/or the functionality of SaaS, the Client will be entitled, after having demonstrated the decline in writing, to request RTTR Technologies in writing to offer an alternative. If RTTR Technologies subsequently does not offer a reasonable alternative, the Client will be entitled to terminate the use of SaaS, without RTTR Technologies being obliged to pay any compensation or refund any money already paid.

Client Data Traffic

RTTR Technologies has no control over and/or access to the content of the data traffic from and/or to the Client. RTTR Technologies only acts as an intermediary. RTTR Technologies gives no guarantees with respect to the content of data as regards, inter alia, reliability and completeness.
The Client is responsible for the content of data traffic originating from the Client. In so far as applicable, the code of conduct set out in Article 6.10 will apply to the Client and its users.
The Client indemnifies and holds RTTR Technologies harmless against any form of claim, accusation or action by a third party in connection with the data traffic, its content or the information originating from the Client.
Contrary to the provisions of Article 3.1, the Process Data will remain the property and intellectual property of the Client. The Client grants RTTR Technologies, free of charge, the perpetual right to use and process the Process Data. Except as described in Article 6.9.3., Process Data may only be made available to third parties if the data cannot be directly traced back to the Client.
Process Data will in principle be kept for as long as the agreement continues. RTTR Technologies has no obligation towards the Client to retain the Process Data after the end of the agreement. However, RTTR Technologies will at all times be entitled to retain the Process Data to comply with statutory retention obligations, other laws and regulations, orders from a government agency or institution or a court order.
RTTR Technologies will cooperate in transferring Process Data and/or other data to another application, should the Client so request. RTTR Technologies gives no guarantee whatsoever that the Process Data and/or other data present can be transferred to another application during the agreement and/or after the end of the agreement.
Any and all costs related to transferring Process Data and/or other data to another application at the request of the Client will be fully borne by the Client.

Backups

If the Client is unable to make Backups (and RTTR Technologies is able to make Backups) and if it has been agreed that RTTR Technologies will provide all or part of the Backups, RTTR Technologies will make Backups. RTTR Technologies will under no circumstance be liable for these Backups, including but not limited to the total or partial loss of Backups and/or errors in Backups.

Obligations of the Client concerning SaaS

If SaaS includes hosting a website of the Client and/or for the benefit of the Client, the Client must have a domain name, issued and registered by an institution authorized to do so, in accordance with the Third-Party General Terms and Conditions applied by the institution concerned. The Client indemnifies and holds RTTR Technologies harmless against any form of claim, accusation or dispute in connection with the domain name and the use thereof on behalf of or by the Client.
If personal data and/or other data or information are transmitted through SaaS or commercial and/or other activities are developed through SaaS, the Client will indemnify RTTR Technologies against all liability, costs or loss as a result of third-party claims, should these personal data and/or other data or information be transmitted or commercial and/or other activities be developed in violation of the relevant privacy legislation and/or other relevant laws or regulations.
The Client will inform RTTR Technologies in writing immediately about changes that are relevant for the proper performance of SaaS.
The Client will comply with the instructions given by RTTR Technologies concerning Fair Use. If the Client does not comply with the instructions given by RTTR Technologies, RTTR Technologies will be authorized to use technical means to reduce the load caused by the Client or in case of persistent excessive load to cease the provision of SaaS to the Client. RTTR Technologies will never be liable for any loss whatsoever suffered by the Client or third parties as a result of the measures taken by RTTR Technologies and/or third parties.

Personal data

The Client is the controller within the meaning of the General Data Protection Regulation (GDPR) and is therefore responsible for the protection of personal data that are sent and/or processed for the benefit the Client by the equipment and/or software of RTTR Technologies.
The Client indemnifies RTTR Technologies against all claims based on an invasion of privacy.
In so far as the Client is entitled to do so, the Client explicitly agrees to the inclusion, for administration and management purposes, of the personal data of Client’s users in RTTR Technologies’ register of personal data. This register of personal data includes Identification Data and Process Data and is in principle only accessible by RTTR Technologies. RTTR Technologies processes Identification Data, other personal data of users of its SaaS environment and Process Data in order to be able to track at any time which person has made a certain change in Process Data. This information will not be disclosed to third parties, except in cases where RTTR Technologies is required to do so pursuant to laws or regulations, an order of a government body or institution or a court decision, or if the data subject has given explicit consent. RTTR Technologies describes this processing of personal data in its privacy policy, which is updated from time to time. The Client confirms that it has taken note of the most recent privacy policy.
With the exception of what is stated in Article 6.9.1, as processor within the meaning of the General Data Protection Regulation (GDPR), RTTR Technologies is responsible for the protection of personal data, the use of which by RTTR Technologies is necessary for the correct performance of the agreement, and it will indemnify the Client against liability in the event that the Client is sued by a person for invasion of privacy as a result of an act or omission of RTTR Technologies. With regard to the processing of personal data, RTTR Technologies acts on the instructions of the Client. RTTR Technologies processes the personal data provided by the Client exclusively for the performance of the Services.
RTTR Technologies undertakes, and imposes this obligation on all its employees to be involved in the processing of personal data, to maintain confidentiality of the personal data made available to it by the Client.
In so far as end users can directly access the part of the RTTR Technologies platform used for the benefit the Client, the Client will be responsible for correctly informing these persons about its identity, for the manner in which the protection of personal data is given substance to, and for the manner in which persons can exercise their legal rights.
The Client is responsible for exercising the right of access and right to rectification by persons whose personal data have been collected/processed.

Code of Conduct

SaaS and/or the other facilities offered must be used in a responsible manner. It is forbidden to use SaaS and/or the other facilities offered in such a way that:

the Infrastructure may be damaged;
the use may be disrupted.

The Client will ensure that such damage and/or disruptions are not the result of misconfiguration on its part.
It is forbidden to use SaaS and/or other facilities offered for illegal practices and/or in violation of the agreement or netiquette.
RTTR Technologies reserves the right, at its own discretion, to disable the use of SaaS and/or the other facilities offered, remove the relevant information and/or suspend its obligations, if it is required to do so by law or court order and/or if a third party points out to RTTR Technologies and/or if there are grounds to suspect that through SaaS the rights of a third party are infringed, the provisions of the General Terms and Conditions of RTTR Technologies and/or the agreement are breached and the resulting obligations in this respect are not, not properly or not fully met, and to continue doing so until the obligations are met.
RTTR Technologies and/or third parties will never be liable for loss of any nature whatsoever suffered by the Client and/or third parties as a result of the measures taken by and/or for RTTR Technologies on the basis of Article 6.10.4. The obligations to pay the agreed amounts remain in full force during the measures taken by and/or for RTTR Technologies on the basis of Article 6.10.4.
If the severity of the acts and/or omissions of the Client justifies this and/or if these acts and/or omissions are continued despite the measures taken by and/or for RTTR Technologies, as set out in Article 6.10.4, RTTR Technologies will have the right to terminate the agreement in accordance with Article 1.5.4, without RTTR Technologies being liable to pay any compensation in this respect or to refund any money already paid.

THIRD-PARTY PRODUCTS

Third-Party Products

RTTR Technologies is entitled to supply Third-Party Products or to involve Third-Party Products in order to meet its obligations under the agreement. Unless otherwise agreed in writing, RTTR Technologies is not responsible for Third-Party Products.
If RTTR Technologies supplies Third-Party Products to the Client, the Third-Party General Terms and Conditions will apply to the agreement in addition to these General Terms and Conditions of RTTR Technologies.
RTTR Technologies transfers rights to Third-Party Products under the conditions as described in the Third-Party General Terms and Conditions.
Unless otherwise agreed in writing, RTTR Technologies will not carry out Maintenance or provide Support or other services with regard to Third-Party Products.
With regard to Third-Party Products delivered, RTTR Technologies will provide:

services for Third-Party Products, subject to terms and conditions not exceeding those stated in the Third-Party Terms and Conditions.
a warranty for the period and subject to terms and conditions not exceeding those stated in the Third-Party Terms and Conditions.

Repairs of Third-Party Products:

Under no circumstances will Third-Party Products delivered be replaced, unless the Client explicitly requests this and pays the associated costs as an Advance.
All repairs are subject to handling costs. If repairs are carried out elsewhere than at RTTR Technologies, call-out charges, hourly wages and other related costs will be charged.

Third-Party General Terms and Conditions

Third-Party General Terms and Conditions declared applicable in these General Terms and Conditions of RTTR Technologies will, if available at RTTR Technologies, be sent on request. The Third-Party General Terms and Conditions will be made available in the same format and language as received by RTTR Technologies.
The General Terms and Conditions of RTTR Technologies take precedence over the Third-Party General Terms and Conditions unless otherwise stated in the agreement between the Parties. In the event of conflict between the General Terms and Conditions of RTTR Technologies and the Third-Party General Terms and Conditions, RTTR Technologies may declare the relevant conflicting provisions in the Third-Party General Terms and Conditions either inapplicable or applicable.