General terms and conditions


1.1 | 29-07-2024


These are the general terms and conditions of Aiwos B.V., having its registered office at Plateelstraat 1, 2801WH in Gouda, the Netherlands, and registered with the Chamber of Commerce under registration number 73390410 (hereinafter referred to as ‘Aiwos’) The specific modules apply if the requested or offered services fall within the scope defined in the module. If a specific module applies, it prevails over Module A.

Clause 1.Definitions
1.1.General Terms and Conditions: the present terms and conditions.
1.2.Service(s): services as described in the Agreement.
1.3.Documentation: any associated materials (printed or electronic) provided in connection with the Services, including manuals, guides, written materials, or other information describing functionality/specifications.
1.4.End User: the natural or legal person who uses the Service provided by Aiwos for the benefit of the Client.
1.5.Intellectual Property Rights: rights including but not limited to copyrights, database rights, domain names, trade names, trademarks, design rights, neighbouring rights, patent rights, and know-how.
1.6.Office Hours: 9:00 a.m. to 5:00 p.m. (Dutch time), Monday to Friday, excluding official Dutch holidays and pre-announced closing days.
1.7.Quotation: a Written offer or an offer on the Aiwos website.
1.8.Development and Consultancy Services: Services related to development of Works, consultancy services and other additional work not explicitly mentioned in these General Terms and Conditions.
1.9.Client Data: all data stored by the Client or its End Users on systems used for the provision of the Service.
1.10.Client: the natural or legal person acting in the course of a profession or business, with whom Aiwos concludes the Agreement.
1.11.Terms of Reference: the terms relating to the provision of development and consultancy services.
1.12.Agreement: the agreement to provide services, based on a Quotation.
1.13.Party(ies): Aiwos and the Client together or separately.
1.14.Written or in Writing: includes communication by e-mail, provided the sender’s identity and content integrity are sufficiently established.
1.15.Training: a Service whereby Aiwos provides expertise to (the employees of) the Client in the form of training.
1.16.Works: all websites, software, documentation, data, concepts, texts, images, reports and other creations developed or otherwise created by Aiwos under the Agreement, including results of Development and Consultancy Services.
Clause 2.Applicability
2.1.The General Terms and Conditions apply to all offers including Quotations of Aiwos, the execution of work by or on behalf of Aiwos and the performance of current or future Agreements.
2.2.The applicability of any purchase or other conditions of the Client is expressly excluded.
2.3.Deviations from and additions to the General Terms and Conditions are only valid if agreed between the Parties in Writing.
2.4.If any provision of the Agreement is null and void or nullified, the remaining provisions of the General Terms and Conditions will remain in full force and effect. The Parties will replace the void or nullified provisions by new provisions, taking into account as far as possible the purpose and meaning of the void or nullified provision.
2.5.In the event of any inconsistency between different documents which together constitute the Agreement, the following order of precedence will apply:

a. additional Written and signed agreements;
b. approved Quotation;
c. processing agreement;
d. service level agreement;
2.6.In the event of any conflict between the various modules of these General Terms and
Conditions, the most specifically applicable module will take precedence in each case.
Clause 3.Quotation and acceptance
3.1.Aiwos will prepare a Quotation in which Aiwos indicates the Services Aiwos is offering to perform, what is included in the Services and what amount will be due for them. Only the description of the Services specified in the Quotation is binding.
3.2.The Agreement can be concluded in several ways, namely:

a. the Client can request the Services directly from the Aiwos Website. The Agreement via a request on the website is concluded when Aiwos sends the e-mail (whether automatically generated or not) confirming and accepting the request.
b. Aiwos has prepared and sent a Quotation to the Client and the Client has accepted this Quotation in writing via a communication.
3.3.A Quotation is entirely without obligation and valid for thirty (30) days after being sent, unless otherwise specified in the Quotation. Aiwos can never be obliged to agree to an acceptance after this period, but if Aiwos does so, the Quotation is then accepted.
3.4.If the Client does not explicitly indicate its agreement with the Quotation, but nevertheless consents, or creates the impression of consenting, to Aiwos performing work that falls within the description of the Services, the Quotation is considered accepted. This also applies when the Client requests Aiwos to perform certain work without waiting for a formal Quotation.
3.5.If Aiwos bases a quotation or offer on data or information from the Client that turns out to be incorrect, Aiwos is entitled to adjust the Quotation, offer or Agreement already concluded accordingly or to terminate or dissolve the Agreement.
3.6.Aiwos is not bound by an acceptance by the Client that deviates from the quotation or offer, even if the deviation only concerns minor aspects as referred to in Article 6:225 paragraph 2 of the Dutch Civil Code (DCC).
Clause 4.Provision of Services
4.1.After the Agreement has been concluded, the Services will be performed by Aiwos in accordance with the Quotation as soon as reasonably possible, taking into account the reasonable wishes of the Client.
4.2.The Client is obliged to do and refrain from doing everything that is reasonably desirable and necessary to enable the correct and timely performance of the Services. In particular, the Client must ensure that all information, which Aiwos indicates is necessary or which the Client should reasonably understand is necessary for the performance of the Services, is provided to Aiwos in good time. In addition, Aiwos employees will be given access to locations and systems necessary to enable implementation of the Services. Such access to locations may also include asking the Client to install third-party software to enable remote support.
4.3.The Client will give Aiwos access to any and all places, services and accounts under its control (such as web hosting accounts) that Aiwos reasonably needs to provide the Services.
4.4.Aiwos will make every effort to start the performance of the agreement as soon as reasonably possible, with due regard for sufficient care and skill. Delivery and other dates announced by Aiwos are indicative and are not considered strict deadlines.
4.5.Aiwos is entitled, but never obliged, to examine the accuracy, completeness or
consistency of the source materials, requirements or specifications made available to it and, if any imperfections are found, to suspend the agreed work until the Client has removed the relevant imperfections.
4.6.Unless otherwise agreed, Aiwos is not a party to the provision of third-party services, such as software licences or hosting required for Services, even if Aiwos purchases these services on behalf of the Client. In the case of software licences supplied as a Service, it depends on the Aiwos whether Aiwos is the contractual counterparty of the Client or the supplier. Aiwos will provide adequate information in this regard.
4.7.Aiwos is entitled to – temporarily or otherwise – withhold or limit the provision of the Services if the Client fails to fulfil an obligation vis-à-vis Aiwos in connection with the Agreement or acts in violation of these General Terms and Conditions.
4.8.Aiwos is entitled to engage third parties in the performance of the Agreement. Any related costs will be borne by the Client only if agreed in advance.
4.9.If the employees of Aiwos or third parties engaged by Aiwos perform work at the Client’s office or at a location designated by the Client, the Client will provide free of charge all reasonable support and facilities required for this.
4.10.If the execution of an assignment forms part of the Agreement and the assignment was given with a view to the execution of that assignment by a specific person, Aiwos may also have the assignment executed under its responsibility by another person.
4.11.For certain Services (and functionalities thereof), the Client must have separate access to third-party products and/or services. If the Client does not have access to these products and/or services, use of (certain functionalities of) the Services may not be (fully) possible. Where this is the case, it is indicated in the Agreement.
Clause 5.Contract extras
5.1.Indien Opdrachtgever verzoekt om aanvullende werkzaamheden of Diensten die buiten de Overeenkomst vallen, oftewel verzoekt om meerwerk, zullen Partijen daarover in overleg treden en kan Aiwos een aaIf the Client requests additional work or Services that fall outside the Agreement, i.e. requests contract extras, the Parties will consult on the matter and Aiwos can make an offer. Aiwos will carry out the contract extras only after acceptance of the offer by the Client.
5.2.Contract extras not reasonably necessary for the provision of the Service will be subject to a separate Quotation in advance.
5.3.Contract extras which Aiwos can demonstrate are reasonably necessary for the delivery of the Services, or which reasonably follow from the Client’s instructions, do not require the Client’s consent or acceptance. Such work will be carried out based on actual cost at Aiwos’ hourly rate applicable at the time the work is carried out. Other costs incurred, such as any travel expenses and accommodation, may also be charged.
5.4.Aiwos has the right to refuse the request for contract extras.
Clause 6.Helpdesk and remote support
6.1.With regard to questions about the Service, Aiwos will provide a reasonable level of remote support to the Client’s contact persons designated as such in the Agreement. The Client should provide its own support to its End Users.
6.2.The support as described in the previous provision is offered through a helpdesk that can be reached during Office Hours by phone, e-mail or through other jointly agreed channels.
6.3.Aiwos will provide the Client with Documentation, if available, on the Services for the purpose of troubleshooting and general user support. If Aiwos is of the opinion that a support request as referred to in the previous paragraphs can be solved with the help of the Documentation, Aiwos is entitled to first refer the Client and/or its End User to that Documentation before taking up the request further.
6.4.Aiwos aims to handle helpdesk requests within a reasonable timeframe. The time taken to respond to reports and their resolution may vary.
6.5.If Aiwos considers it necessary for the provision of support, Aiwos will ask the Client to install certain software that allows remote access to computers belonging to the Client. It is the Client’s responsibility to ensure that its network and security environment allows this software to operate.
Clause 7.Intellectual Property Rights
7.1.All Intellectual Property Rights to all Services or Works developed or delivered under the Agreement are vested exclusively in Aiwos or its licensors. Only if explicitly stated in the Quotation or separately explicitly agreed can rights be transferred to the Client.
7.2.Unless otherwise agreed, the Client will not be entitled to make any changes to the Services and any other materials and will not be entitled to a copy of the source code, except as permitted by mandatory law. The Client is not allowed to retrieve the source code by reverse engineering or decompilation.
7.3.The Client is not allowed to remove or modify any designation of Intellectual Property Rights. The Client is also not allowed to remove from the Services developed or delivered by Aiwos designations concerning their confidential nature.
7.4.If Aiwos wishes to publicly announce that the Client is using the Services of Aiwos and wishes to use the Client’s name and logo in promotional materials, including but not limited to its website and in press releases, it can only do so if the Client has given its written approval for the specific intended publication.
7.5.If Aiwos – in the context of providing (i) Development and Consultancy Services or (ii) Contract Extras as referred to in Clause 5 – develops and delivers Works to the Client, Aiwos and its suppliers will retain the Intellectual Property Rights to the Works, unless the Agreement expressly provides that such Intellectual Property Rights will be transferred to the Client by means of a signed deed, which deed will only apply to the Works expressly referred to in that relevant part of the Agreement. Aiwos may provide similar services or Works to other clients as long as Aiwos does not infringe the nIntellectual Property Rights of the Client.
Clause 8.Client data, personal data and return
8.1.The Client grants Aiwos a non-transferable sublicensable licence – and only to the extent necessary for the performance of the Agreement – to use the Client Data for the duration of the Agreement to the extent necessary for the provision of the Services. The Client is solely responsible for the legality, reliability, integrity, accuracy and quality of the Client Data.
8.2.To the extent that Client Data contains personal data within the meaning of the EU General Data Protection Regulation (GDPR) and such personal data is processed by Aiwos pursuant to the Agreement (e.g. within the context of the provision of hosting), Aiwos will act as a processor and the Client as a controller within the meaning of the GDPR. In that case, the parties agree that a separate processing agreement will be concluded and be applicable. If the Client is a processor, Aiwos is deemed to be a subprocessor.
8.3.Aiwos is not responsible for any loss, destruction, alteration or disclosure of Client Data caused by the Client or any third party (other than those third parties engaged by Aiwos).
8.4.If the Agreement is terminated, regardless of the reason for such termination, Aiwos will destroy or delete the Client Data to the extent required under applicable law.
Clause 9.Prices and payment
9.1.Unless expressly stated otherwise alongside an amount, all prices stated by Aiwos are
exclusive of VAT and other government levies.
9.2.All prices in any offer or Quotation and on the Aiwos website are subject to programming and typing errors. In the event of any inconsistency between the website and the Agreement, the Agreement will prevail at all times.
9.3.If a price is based on information provided by the Client and this information proves to be incorrect, Aiwos will be entitled to adjust the prices accordingly, even after the Agreement has already been concluded.
9.4.If the Agreement concerns a Subscription, Aiwos will be entitled to increase the prices annually by a maximum percentage of 5% or, if higher, to index them on the basis of the Service Price Index of Statistics Netherlands (‘CPI’), without the possibility for the Client to terminate the Agreement.
9.5.In addition, prices may be increased annually by Aiwos in the interim if the rates of its suppliers of e.g. power, data centre, software and (public) cloud solutions increase.
9.6.Paragraph 4 of this clause make an exception to the Client’s right to terminate the Agreement in the event of a price increase. If Aiwos wishes to reduce the applicable prices and rates, Aiwos will be entitled to implement such reduction immediately, without the possibility of notice of termination by the Client.
9.7.Travel, parking, accommodation and other expenses are not included in the prices and may be charged additionally.
9.8.The Client is liable to pay compensation for the Services as specified in the Agreement. Continuing performance agreements for which a periodic payment is stipulated will, unless otherwise agreed, be invoiced in advance with the frequency indicated in the Agreement. Services in the context of Development and Consultancy are, unless otherwise agreed, invoiced on the basis of the actual hours worked, with the frequency indicated in the Agreement.
9.9.Aiwos will send an electronic invoice to the Client for the amounts payable by the Client.
9.10.The payment term for invoices is fourteen (14) days from the date of the invoice, unless a longer payment term is indicated on the invoice. If the Client fails to pay on time, it will be in default by operation of law fourteen (14) days after the expiry of this term without notice of default being required. If an amount due is not paid within the payment term plus fourteen (14) days, Aiwos will be entitled to charge the entire amount due as well as the interest calculated on the amount due as from the due date at 1% per month or, if higher, the rate of statutory commercial interest.
9.11.If the Client is of the opinion that an invoice or part thereof is incorrect, it must report this to Aiwos within the payment term. The payment obligation relating to the disputed amount (but not the rest) will be suspended until Aiwos has investigated the report. If after investigation by Aiwos it appears that the dispute was unjustified, the Client must still pay the disputed amount within the stipulated payment term.
9.12.Without prejudice to the above, all costs associated with the collection of outstanding debts – both judicial and extrajudicial (including the costs of lawyers, bailiffs and collection agencies) – will be borne by the Client. Aiwos will in any case be entitled to charge immediately, i.e. on first demand if they so wish, an amount for extrajudicial costs of 15% of the outstanding amount, with a minimum of two hundred and fifty euros (EUR 250).
9.13.The claim for payment will be immediately due and payable in the event that the Client is declared bankrupt or applies for a suspension of payments or a general attachment is levied on the Client’s assets, the Client dies, goes into liquidation or is dissolved.
Clause 10.Secrecy
10.1.The Parties will keep confidential any information they provide to each other before, during or after the performance of the Agreement if such information is marked as confidential or if the receiving Party knows or ought to know that the information was intended to be confidential. The parties must also impose this obligation on their employees as well as third parties engaged by them for the performance of the Agreement.
10.2.Aiwos will make every effort to avoid taking note of any data stored and/or distributed by the Client via the hardware or software to which the Services relate, unless this is necessary for a proper performance of the Agreement or Aiwos is obliged to do so pursuant to a statutory provision or court order. In that case, Aiwos will make every effort to ensure that it takes note of as little data as possible, insofar as this is within its power.
10.3.Aiwos may use the knowledge gained in the performance of the Agreement for other assignments, insofar as no information of the Client becomes available to third parties in violation of confidentiality obligations.
10.4.The obligations under this clause will survive termination of the Agreement for any reason, and for as long as the Party providing the information can reasonably claim the confidentiality of the information.
Clause 11.Liability and force majeure
11.1.Aiwos is only liable vis-à-vis the Client for direct loss or damage resulting from an attributable failure in the performance of this Agreement. Direct loss or damage means exclusively any and all loss or damage consisting of:

a. damage directly caused to tangible property (‘property damage’);
b. costs of terminating and mitigating a data breach;
c. costs of remedial work to prevent data loss;
d. reasonable and demonstrable costs which the Client has had to incur to compel Aiwos to properly perform the Agreement (again);
e. reasonable costs to determine the cause and extent of the loss or damage insofar as relating to direct loss or damage as referred to here;
f. reasonable and demonstrable costs incurred by the Client to prevent or limit the direct loss or damage as referred to in this clause;
g. reasonable and demonstrable costs incurred by the Client to still have the performance comply with the Agreement.
11.2.Any and all liability of Aiwos for any other form of loss or damage is excluded, including, inter alia, additional compensation in whatever form, compensation of indirect loss or damage or consequential loss or damage, loss on account of lost turnover or profit, loss on account of loss of data as well as loss on account of exceeding of deadlines due to changed circumstances.
11.3.The liability of Aiwos for direct loss or damage resulting from a failure to perform the Agreement, wrongful act or otherwise, is limited per event giving rise to the loss or damage – with a series of related events being considered a single event – to 50% of the amounts due and payable to Aiwos under the Agreement in the six (6) months preceding the event giving rise to the loss or damage.
11.4.The liability of Aiwos on account of attributable failure in the performance of the Agreement will arise only if the Client gives Aiwos immediate and proper notice of default in Writing (no later than within fourteen (14) days after its discovery), setting a reasonable term to remedy the failure, and Aiwos continues to fail imputably in the performance of its obligations even after that term. The notice of default must contain as detailed a description of the failure as possible, so that Aiwos is able to respond appropriately.
11.5.In case of force majeure, which in any case includes failures or outages of the internet, the telecommunications infrastructure, power failures, internal riots, mobilisation, war, traffic congestion, strikes, lockouts, business disturbances, delays in supply, fire, floods, import and export impediments and in the event that Aiwos is not enabled by its own suppliers to make delivery, irrespective of the reason, as a result of which Aiwos cannot reasonably be required to comply with the Agreement, the performance of the Agreement will be suspended or the Agreement will be terminated if the force majeure situation has lasted longer than ninety days, all this without any obligation to pay compensation.
Clause 12.Duration and termination
12.1.The term of an Agreement in the context of a defined one-off project ends upon completion of that project.
12.2.The term of an Agreement under a continuing performance agreement is determined in the Agreement. If the Agreement does not specify a term, it is deemed to have been entered into for an initial period of one (1) year.
12.3.The Parties are not allowed to terminate the Agreement in the interim, except to the extent expressly provided for in the Agreement or when this is accompanied by the consent of both parties.
12.4.If the Agreement falls within the scope of Clause 12.2, it will be tacitly renewed for the same period at the end of the initial term, unless the Agreement is terminated in writing by either Party by the end of the term, subject to three (3) months’ notice.
12.5.Aiwos has the right to suspend the Agreement (in whole or in part) with immediate effect or to terminate or dissolve the Agreement (in whole or in part), if:

a. the Client fails to fulfil its obligations under the Agreement or fails to do so in a timely manner and fails to remedy the deficiencies within a reasonable time after notice of default. However, prior notice of default is not necessary in cases where the default occurs by operation of law;
b. the Client files for bankruptcy or is declared bankrupt, applies for or is granted suspension of payments, the Client’s business is liquidated or its business activities are discontinued;
c. as a result of a delay on the part of the Client, Aiwos can no longer be required to perform the Agreement under the originally agreed conditions; or
d. circumstances arise as a result of which compliance with the Agreement becomes impossible or as a result of which Aiwos cannot reasonably be required to maintain the Agreement unamended.
12.6.The right of suspension in the above cases applies to all Agreements concluded with the Client simultaneously, even if the Client is only in default with regard to one (1) Agreement, and without prejudice to Aiwos’ right to compensation of damage, loss of profit and interest.
12.7.In case of dissolution of the Agreement, amounts already invoiced for services rendered will remain due, without any obligation to undo. In the event of dissolution by the Client, the Client may only dissolve that part of the agreement that has not yet been performed by Aiwos.
12.8.If Aiwos suspends the performance of its obligations, it retains its claims under the lawand the Agreement, including the claim to payment for the Services that have been suspended.
12.9.If the Agreement is terminated or dissolved, the claims of Aiwos against the Client are immediately due and payable.
12.10.If the Client is able to deactivate, disable or remove certain (parts of) Services itself, the Client is responsible for doing so before the date on which the Agreement ends. If the Client fails to do so, Aiwos may charge costs for keeping the Services available and the Agreement will be deemed to have been extended for the period that the Services are in use. Only at the express request of the Client will Aiwos deactivate, disable or remove the relevant Services.
12.11.The applicability of Article 6:271 et seq. DCC is expressly excluded. Cancellation, dissolution or termination of the Agreement in any other manner does not, per se, give rise under any circumstances to obligations or commitments to undo parts of the Agreement already performed at the time of termination.
Clause 13.Amendments to the Agreement
13.1.However, if the Agreement is a continuing performance agreement, Aiwos is entitled to unilaterally amend or extend these General Terms and Conditions once per calendar year. To this end, it must notify the Client at least thirty (30) days before the adjustments or extensions are to take effect. However, amendments to the General Terms and Conditions can never set aside a specific agreement.
13.2.If the Client objects within this period, Aiwos will consider whether or not it wishes to withdraw the objectionable adjustments or extensions. Aiwos will notify the Client of this decision. If Aiwos does not wish to withdraw objectionable adjustments or extensions, the Client is entitled to terminate the Agreement as of the date these are due to take effect.
13.3.Aiwos may make amendments to these General Terms and Conditions at any time if these are necessary due to amended legal regulations. The Client cannot object to such amendments.
13.4.Amendments will be announced on the Aiwos Website, or by e-mail to the Client, or any other channel through which Aiwos can prove that the announcement has reached the Client. Non-substantive amendments of minor importance can be made at any time and do not require notice.
13.5.Provisions pertaining to specific Services, if applicable, take precedence over general provisions pertaining to all Services. Further agreements between Aiwos and the Client only prevail over these General Terms and Conditions if they are in Writing and if that has been expressly stipulated, or was unmistakably the intention of both Parties.
13.6.The above arrangement also applies to prices.
Clause 14.Final provisions
14.1.This Agreement is governed by Dutch law. Insofar as not otherwise prescribed by the rules of mandatory law, any and all disputes that may arise on account of this Agreement will be submitted to the competent Dutch court for the district in which Aiwos has its registered office.
14.2.If any provision of this Agreement is found to be invalid, this will not affect the validity of the entire Agreement. In that case, the parties will determine a new provision (or provisions) to replace it (or them), which will give shape to the intention of the original Agreement and these General Terms and Conditions as far as legally possible.
14.3.The version of any communication received or stored by Aiwos will be deemed authentic, subject to evidence to the contrary to be furnished by the Client.
14.4.Each Party is only entitled to assign its rights and obligations under the Agreement to a third party with the prior Written consent of the other Party. Notwithstanding this, Aiwos is always entitled to transfer its rights and obligations under the Agreement to a parent, subsidiary or sister company.

Module B: Hosting

The present clauses (Clauses 15 to 24) apply if the Service (also) extends to the provision of hosting
services.

Clause 15.General
15.1.If the Service has to be implemented by Aiwos before it is put into use, Aiwos will arrange this in accordance with the relevant provisions in the General Terms and Conditions and the Agreement. The Client must provide all necessary cooperation and comply with the reasonable requests of Aiwos during the implementation of the Service.
Clause 16.Shared hosting
16.1.If the Services consist, or partly consist, of shared hosting, the capacity and storage space of the hardware made available to the Client by Aiwos will be shared with other Client(s) of Aiwos and Aiwos itself.
16.2.Due to the shared infrastructure, the Client should avoid unnecessary peak load of the Services and the Client should refrain from using the Services in such a way as to cause inconvenience to other Clients using the hardware.
16.3.In the event of an excessive load on the hardware caused by the Client, Aiwos may temporarily block all or part of the Services for the Client in order to guarantee the quality of service for other Clients, without being liable in any way for any resulting loss or damage. In such an eventuality Aiwos will inform the Client as soon as possible and enter into discussions with the Client about a suitable solution.
Clause 17.VPS
17.1.If the Services consist, or partly consist, of hosting via a Virtual Private Server (VPS), virtually subdivided hardware is made available by Aiwos to the Client and the Client has its own capacity and storage space.
17.2.The Client may request at any time to upgrade the purchased capacity and storage space for the Services. Aiwos will aim to implement the requested upgrade as soon as possible. Downgrading the Services is only possible at the end of the agreed contract period. The Client must submit a request for the downgrade to Aiwos at least one (1) month before the end of the contract period. Aiwos will implement the downgrade on the effective date of the new contract period.
17.3.The request for upgrading or downgrading of the Services can be made by the Client in Writing via Aiwos. Aiwos has the right to refuse an upgrade or downgrade request.
Clause 18.Domain names and IP addresses
18.1.If and to the extent that the Services (also) involve the provision and/or management of domain names and/or IP addresses, the provisions of this clause will apply.
18.2.When providing or managing domain names, Aiwos acts as an intermediary between the Client and the provider of domain name registration and domain name management services. The Client explicitly authorises Aiwos to do this, as well as the other acts described in this clause. Aiwos has no influence on the domain name distribution process. Aiwos has no obligation to guarantee the continuity or existence of a registered domain.
18.3.The provision of, request for, assignment of and possible use of a domain name or IP address depend on and are subject to the applicable rules and procedures of the relevant registering authorities, such as the Stichting Internet Domeinregistratie Nederland in the case of .nl domain names and Réseaux IP Européens (RIPE) in the case of IP addresses. Aiwos does not guarantee that a request will also be honoured. The relevant authority will decide on the assignment.
18.4.The Client must comply with the rules set by registering authorities for request, assignment or use of a domain name. The various domains are managed by different, mostly national organisations. All these organisations have their own (general) terms and conditions regarding the registration of the relevant domains and sub-level domains, as well as their own regulations in matters of domain name disputes. If domain names are the subject of the Agreement, the additional terms and conditions of, inter alia, each relevant gTLD (general Top Level Domain) and ccTLD (country code Top Level Domain) will apply.
18.5.The Client can only learn the fact of registration from the confirmation from Aiwos, stating that the requested domain name or IP address has been registered. An invoice for registration fees is not confirmation of registration.
18.6.The Client must always inform Aiwos immediately, but in any case within five (5) calendar days and in writing, of any amendments regarding the data of the domain holder.
18.7.The Client must observe all laws and regulations and all conditions set by the registering authorities when using domain names and IP addresses. Use is entirely under the Client’s responsibility. The Client indemnifies and holds Aiwos harmless against any and all loss or damage in connection with (the use of) a domain name or IP address on behalf of or by the Client. Aiwos is not liable for the loss by the Client of its right(s) to a domain name (for instance in the event of termination by the Client itself or by decisions in
domain name disputes) or for the fact that the domain name has been requested and/or obtained by a third party in the interim. In such cases, the Client is not entitled to a replacement domain name or restitution, except in the event of intent or deliberate recklessness on the part of Aiwos.
18.8.Notwithstanding the provisions of Clause 18.2, Aiwos is entitled to make the domain name or IP address inaccessible or unusable, or (if applicable) to place it or have it placed in its own name if the Client remains demonstrably in default in the performance of the Agreement, but only after expiry of a reasonable term for performance set out in a written notice of default.
18.9.The IP addresses made available to the Client will remain under the control of Aiwos or its suppliers and, unless otherwise agreed in writing, cannot be taken away upon any termination of the Agreement. Multiple Clients of Aiwos may operate under a particular IP address. Aiwos is at all times entitled to change the IP address or assign a different address to the Client.
18.10.In case of termination of the Agreement due to default of the Client, Aiwos will be entitled, notwithstanding its intermediary role, to terminate a domain name of the Client, without being liable in any way for resulting loss or damage.
Clause 19.SSL/TLS certificates
19.1.If and to the extent that the Services (also) concern the provision and/or management of SSL/TLS certificates, the provisions of this clause will apply.
19.2.The request and assignment procedure for SSL/TLS certificates is subject to the rules and procedures of the certificate authority issuing the SSL/TLS certificate. The relevant certificate authority will decide on the assignment of the SSL/TLS certificate and will carry out any checks deemed necessary for this purpose. Aiwos only plays an intermediary role in the request process and does not guarantee that a request will be honoured.
19.3.The SSL/TLS certificate is valid for the agreed period, unless it is withdrawn early. Aiwos (notwithstanding its intermediary role) and the relevant supplier(s) may immediately revoke the SSL/TLS certificate if:

a. it appears that the Client has provided incorrect information for the purpose of obtaining the SSL/TLS certificate; or
b. the reliability of the SSL/TLS certificate has, in the opinion of Aiwos and/or the relevant supplier(s), been compromised.
c. When using the SSL/TLS certificate, the Client must comply with all applicable laws and regulations and all terms and conditions that are set by the certificate authority.
19.4.When using the SSL/TLS certificate, the Client must observe all laws and regulations and all terms and conditions set by the certificate authority. Aiwos will refer to these terms and conditions during the order procedure or in the Quotation.
19.5.If the SSL/TLS certificate is revoked, the Client is not entitled to a replacement SSL/TLS certificate or a refund of the costs for the SSL/TLS certificate from Aiwos, unless the revocation is due to an attributable shortcoming of Aiwos. In such a case, Aiwos will provide a new SSL/TLS certificate as a replacement, for the remaining period of the original SSL/TLS certificate. In other cases, the Client may have to rely on the terms and conditions of the relevant certificate authority.
19.6.Unless otherwise agreed in writing, Aiwos will make reasonable efforts to inform the Client before the SSL/TLS certificate expires and needs to be renewed. However, it always remains the Client’s own responsibility to renew SSL/TLS certificates in a timely manner.
Clause 20.Usage rules
20.1.The Client warrants that the Services will not be used for activities in violation of any
applicable laws or regulations. In addition, the Client is expressly prohibited (regardless
of whether this is lawful or not) from offering or distributing through the Services any
materials that:

a. contain malicious content (such as malware or other harmful software);
b. infringe third-party rights (such as Intellectual Property Rights), or are unmistakably ndefamatory, libellous, insulting, discriminatory or hateful;
c. contain information about or may be helpful in violating the rights of third parties, such as hacking tools or computer crime explanations designed to (induce) the reader to engage in criminal conduct and be unable to defend themselves against it;
d. constitute a violation of the privacy of third parties, which in any event includes but is not limited to the dissemination of personal data of third parties without consent or necessity;
e. contain hyperlinks, torrents or references to (sources of) materials that infringe copyright or other Intellectual Property Rights; or
f. contain child pornography, bestiality pornography or animations thereof or are apparently aimed at helping others find such materials.
20.2.Distribution of pornographic materials through the Services is not allowed.
20.3.The Client must refrain from hindering other Clients of Aiwos or causing damage to the systems and networks of Aiwos or others. The Client is forbidden to start up processes or programs that it knows or should reasonably suspect will hinder or damage Aiwos or ,others.
20.4.If, in the opinion of Aiwos, a hindrance, damage or any other danger occurs to the functioning of the systems or networks of Aiwos or third parties, for instance by the excessive sending of e-mails, (d)dos attacks, poorly secured systems or activities of malware or other harmful software, Aiwos will be entitled to take all measures it reasonably considers necessary to avert or prevent such danger.
20.5.Aiwos may recover the necessary costs reasonably associated with the measures referred to in the previous paragraph from the Client.
Clause 21.Notice-and-takedown
21.1.If Aiwos itself detects or it is pointed out by a third party that unlawful materials are being stored or distributed with the use of the Services, or the use of the Services is otherwise unlawful or in breach of the Agreement, Aiwos will notify the Client of the complaint or breach as soon as possible.
21.2.The Client must give a sufficiently motivated response as soon as possible (at the latest within one (1) working day), after which Aiwos will decide how to proceed. In urgent cases, Aiwos may intervene immediately (e.g. by removing the material or blocking all or part of the Services), but Aiwos will make every effort to inform the Client as soon as possible after the event.
21.3.Aiwos is entitled to surrender the name, address and other identifying data of the Client and/or End Users to any third party that complains that the Client and/or the relevant End User is infringing its rights, if:

a. Aiwos finds that it is sufficiently plausible that the Client and/or the relevant End User acted unlawfully and caused damage to the third party;
b. the third party has, in the opinion of Aiwos, a real interest in obtaining the data; and
c. Aiwos considers it plausible that there is no less intrusive possibility of retrieving the data and the balancing of the interests involved means that the interest of the third mparty should prevail.
21.4.Aiwos is entitled to surrender the name, address and other identifying data of the Client and/or End Users to the competent authorities, if Aiwos is obliged to do so pursuant to applicable laws or regulations (such as in the case of a court order).
21.5.In case of potentially criminal material, Aiwos is entitled to report this. In doing so, Aiwos may hand over the material and all relevant information about the Client and/or End Users to the competent authorities and perform any other acts requested by the authorities in the context of the investigation.
21.6.Aiwos will endeavour to act as reasonably, carefully and appropriately as possible following complaints about the Client and/or End Users and will not be liable for any loss or damage resulting from the measures taken in accordance with this clause.
Clause 22.Storage, data and power limits
22.1.Aiwos may impose a limit on the amount of data traffic and storage which the Client is allowed to or may actually use via the Service. If the Parties have not agreed on this, limit based on fair use will apply.
22.2.Fair use exists if the Client uses a maximum of twice as much data traffic and storage as other Clients of Aiwos would do in a comparable situation.
22.3.If the Client consumes more than permitted under the Agreement, Aiwos is entitled to charge an additional amount afterwards in accordance with Aiwos’ customary rates for this purpose.
22.4.Aiwos is niet aansprakelijk als de Dienst niet benaderbaar is of niet naar behoren functioneert bij Aiwos is not liable if the Service is not accessible or does not function properly when the applicable usage limits are exceeded.
Clause 23.Availability and maintenance
23.1.Aiwos will make reasonable efforts to achieve uninterrupted availability of its Services, but gives no guarantees in this regard. Aiwos also makes no promises and gives no guarantees regarding the security, availability and integrity of data transmissions during the use of the Services, unless explicitly stated otherwise.
23.2.Aiwos regularly carries out maintenance, adjustments or improvements to its Services or parts thereof, which may result in unavailability of the software and/or hosting. If maintenance, adjustments or improvements require partial or complete unavailability of the software or hosting, Aiwos will endeavour to carry out such maintenance as far as possible outside Office Hours and will endeavour to inform the Client in a timely manner of the planned maintenance. However, under no circumstances will Aiwos be liable for any loss or damage resulting from such maintenance. If Aiwos is of the opinion that there is a danger to the functioning of its Services, Aiwos is entitled to take all measures it reasonably considers necessary to avert or prevent this danger, without first notifying the Client. As the relevant services are provided over the public Internet, the Client is responsible for obtaining suitable Internet access and appropriate anti-virus nprotection and the like. Aiwos accepts no liability in this respect.
Clause 24.Exit scheme
24.1.In the event of a legally valid termination of the Agreement at the request of the Client, the request for which must have been submitted on or before termination, Aiwos will make every effort to cooperate in order to enable transfer to another service provider. The foregoing only applies if the Client has fulfilled all its obligations under the Agreement.
24.2.For the cooperation referred to in the previous paragraph, Aiwos will charge the Client its hourly rate applicable at that time. All costs of transfer to another service provider will be borne by the Client.

Module C: Development and Consultancy Services

The present clauses (Clauses 25 to 31) apply if the service includes Development and Consultancy
Services.

Clause 25.Agreements and cooperation
25.1.If and to the extent that the Agreement relates to Development and Consultancy Services, the Parties will agree Terms of Reference in the Agreement, for example as part of the Quotation.
25.2.The Parties acknowledge that the successful and timely completion of the Development
and Consultancy Services is only possible with proactive cooperation between the Parties. Accordingly, the Client will provide Aiwos, in a timely manner, with all cooperation reasonably required in the context of the Development and Consultancy Services. If the Client fails to do so and the work has to be postponed, any resulting costs (e.g. for keeping staff available) will be borne by the Client.
25.3.It is the responsibility of the Client to fully and correctly inform Aiwos prior to the Development and Consultancy Services about any wishes and requirements to be met by the software. Aiwos may request additional information from the Client both prior to and during the Development and Consultancy Services. The Client will ensure that this information is provided to Aiwos in a timely manner.
25.4.Aiwos will make every effort to complete the Development and Consultancy Services in a timely manner.
25.5.Aiwos is entitled to spend hours on work in connection with the Services based on its professional judgement. The aforementioned work may include discussions and appointments with the Client, as well as conducting (preliminary) research, programming and implementation work.
25.6.If one of the Parties is unable to fulfil its obligations correctly and/or in time, the Party concerned will inform the other Party as soon as possible and the Parties will jointly agree on how to deal with this.
Clause 26.Development of Works
26.1.The Parties will specify the specifications and/or functional requirements of any Works to be developed under the Agreement – as well as details surrounding the manner of cooperation between the Parties during development and the desired working method (e.g. agile or waterfall) – by means of the Terms of Reference.
26.2.After the conclusion of the Agreement, the Works will be developed as soon as reasonably possible, unless otherwise agreed. Aiwos will develop the Works with care and in accordance with the requirements of good workmanship on the basis of the Terms of Reference and the data and source material to be provided by the Client. Aiwos will endeavour to carry out the Terms of Reference, develop a version of the Works that complies with the Terms of Reference, and deliver this within the term(s) specified therein. Unless explicitly stated in the Terms of Reference or otherwise explicitly agreed, Aiwos cannot guarantee or warrant that specifications or functionalities are included in the Works, or that the Works comply with any form of certification standards.
26.3.Aiwos is independent in carrying out development work under the Agreement. However, the Client is free to give Aiwos instructions as referred to in Article 7:402 DCC.
26.4.Aiwos will keep the client periodically informed about the progress of the development of the Works. In doing so, Aiwos will indicate whether the Works are expected to be completed within the timeframes set out in the Terms of Reference.
26.5.Aiwos is entitled to make use of software and components of third parties in the development of Works, including open-source software, provided that the applicable licences and method of development (and linking of components) do not prescribe that the Works be distributed under the same licence and Aiwos notifies the Client accordingly. The Client is responsible for proper compliance with relevant third-party licences when using the Works.
26.6.Aiwos only provides Documentation relating to Works arising from Services if this is explicitly specified in the relevant Terms of Reference or elsewhere in these General Terms and Conditions.
Clause 27.Completion of Works
27.1.Aiwos will deliver the Works as soon as, in its professional opinion, they comply with the Terms of Reference and are suitable for use.
27.2.Unless otherwise agreed, Aiwos will deliver the Works by making a secure test environment for the Works available to the Client, accessible via the internet.
27.3.Unless otherwise agreed, if Aiwos does not provide a test environment, Aiwos will deliver the deliverable by making it available via a secure environment within a software development repository to which the Client has access via the internet, such as GitHub.
27.4.Works will only be delivered to the Client on production sites if the Client has given its express consent.
27.5.The source code for the Works will be made available to the Client only if expressly agreed in writing by both parties. Such provision of the source code will be made in the same manner as the provision of the Works as described in this clause.
27.6.If any problems arise with the provision of the source code as regulated above, Aiwos will make available, at the Client’s first request, a copy of the source code in a manner to be agreed between the parties.
Clause 28.Acceptance
28.1.The provisions of this clause only apply if the Agreement provides that Aiwos will perform Development and Consultancy Services consisting of software development, and only insofar as an acceptance test has explicitly been agreed. If no acceptance test has been agreed, the Client accepts the Works in the condition they are in upon delivery (on an ‘as is’ and ‘as available’ basis), therefore including all visible and invisible errors and defects.
28.2.Unless otherwise provided in the Terms of Reference, the Client will evaluate and accept or reject the delivered Works within fourteen (14) days of delivery in accordance with the acceptance criteria specified in the Terms of Reference. If the Client does not reject the delivered Works within this period, they are deemed to be accepted and in accordance with the Terms of Reference.
28.3.Acceptance of the Works delivered will in any case be deemed to have taken place if the Client:

a. approves (in writing) the completed Works;
b. uses the delivered Works for production purposes, including but not limited to transferring the Works to a production environment; or
c. does not reject the Works within the aforementioned period.
28.4.If the Works are delivered in phases, upon completion of each phase, the Client will give its acceptance or rejection of the relevant part of the Works in the manner provided above. The Client may not base a rejection in a later phase on aspects accepted in an earlier phase.
28.5.If the Client fully or partially rejects the Works delivered, Aiwos will make every effort to remove the reason for rejection as soon as possible. Aiwos can do this by revising the Works or by justifying why the rejection is unjustified. The Client then has fourteen (14) days to approve or reject the revision or motivation. There will be no charge for an initial revision. Where there are two (2) or more revisions, Aiwos is entitled to charge the actual costs incurred on the basis of subsequent calculation.
28.6.The Client may reject the Works only on the grounds of substantial deviation from the Terms of Reference. If objections in respect of the Works are only minor aspects, the Works will be deemed accepted subject to the condition that these objections are still removed within a reasonable time (which is understood to mean aspects that do not reasonably prevent the operational use of the Works). Moreover, the Works should not be rejected because of aspects that can only be subjectively assessed, including but not
limited to aesthetic aspects of interfaces.
28.7.Deviations from the Terms of Reference requested by the Client will never be grounds for rejection of the Works.
28.8.If the Development and Consultancy Services are performed in phases, Aiwos is entitled – if it considers this necessary – to postpone the work belonging to a subsequent phase until the Client has approved the results of the preceding phase.
Clause 29.Staff and working on site
29.1.For the Services, the parties will only use persons who have the competences and qualifications required for the correct and timely performance of the Agreement.
29.2.If the employees of Aiwos or third parties engaged by Aiwos perform work at the Client’s office or at a location designated by the Client, the Client will provide free of charge all reasonable support and facilities required in that respect, including at least a workspace with network access. The Client will make any house rules or other safety regulations known to Aiwos in good time (at least five (5) days before the work is scheduled).
Clause 30.Intellectual Property Rights
30.1.The Client is entitled to make changes to Works for which it receives a right of use. Subject to full payment of the amounts due for the relevant Development and Consultancy Services and subject to the Client’s acceptance under any agreed acceptance procedure, the Client is granted, unless otherwise agreed, a non-exclusive, non-transferable, perpetual right to use the Works for the agreed purposes and/or such purposes as are reasonably incidental thereto.
30.2.Aiwos will, if explicitly agreed, make the source files (such as image, website or software source code) of delivered Works available to the Client after payment of the relevant invoice or invoices.
30.3.Without the prior Written consent of Aiwos, the Client is not entitled to make any communication to a third party concerning the procedure, methods and techniques of Aiwos and/or the contents of the advice or reports of Aiwos. The Client will not provide the advice or reports of Aiwos to a third party or otherwise disclose them, except with the prior Written consent of Aiwos.
Clause 31.Billing
31.1.Unless otherwise agreed, Aiwos performs the Development and Consultancy Services
on a post-calculation basis and the work is invoiced monthly in arrears. The hourly rates as laid down in the Agreement or, in the absence of agreements in this respect, the customary hourly rates of Aiwos will be used.

Module D: Training Courses

The present Clauses (Clauses 32 to 34) will apply if the Service includes the provision of services relating
to the supply and delivery of Training Courses.

Clause 32.Training Courses and days
32.1.If agreed as a Service, Aiwos will provide a one-day or multi-day Training Course in the use of the Service by the Client’s employees. The cost and content of these Training Courses are stated in the Agreement.
32.2.Where the Training Course is at the Client’s office, the Client is responsible for providing the facilities required by Aiwos (including in any event sufficient course space, computers, OHPs, internet connection, food and beverages) for the Training Course, as well as for handling the registrations. Where the Training Course is at the Aiwos site, Aiwos will arrange the necessary facilities for the relevant Training Course and the registrations.
32.3.Aiwos is permitted to change the location and/or the dates/times of the Training Courses. The Client will be informed of this no later than five (5) working days before the start of the Training Course.
32.4.Aiwos is entitled to engage third parties to provide the Training Courses.
32.5.If Aiwos engages a third party to provide the Training Course, Aiwos will not be responsible for the up-to-dateness of the training materials.
Clause 33.Cancellation, costs and replacement dates
33.1.A minimum and maximum number of participants is set for each Training Course. Aiwos reserves the right, in case of insufficient registrations, to reschedule the Training Course to another date, of which the Client will be informed as soon as possible. In addition, Aiwos has the right to cancel the Training Course, and any amounts already paid will be refunded.
33.2.The Client has the right to cancel the Training Course free of charge up to 20 working days before the (first) date of the Training Course. If cancelled within 20 working days before the date of the Training Course, or if participants fail to show up without a valid cancellation, the full fee remains payable.
33.3.If a trainer is unable to provide the Training Course due to illness or any other form of force majeure, Aiwos reserves the right to provide a substitute trainer or reschedule the Training Course to another date, which may involve employing another trainer.
33.4.If the trainer needs to stay overnight for a Training Course, travel and accommodation expenses will be charged.
Clause 34.Intellectual Property
34.1.The training material provided to the Client is to be used solely for the Client’s own
(study) use. The Client is not permitted, except with the consent of Aiwos, to:

a. Publish this training material;
b. Use this training material for providing education/Training/courses etc. and/or;
c. Use this training material in (other) commercial ways.