General terms and conditions of Loqit B.V.
Article 1. General
- These terms and conditions are applicable to all offers, quotations and contracts between LoQit B.V., filed at the Chamber of Commerce under number 61758280, referred to below as LoQit and the Other Party to which LoQit has declared these terms and conditions applicable to the extent that the parties have not expressly departed from these terms and conditions in writing.
- These general conditions also apply to all contracts with LoQit, for the implementation of which the LoQit is required to engage third parties.
- These general conditions have also been written for the employees of LoQit and its board of directors.
- The applicability of any purchasing or other conditions of the Other Party is expressly rejected.
- In the event of one or more provisions of these general conditions becoming invalid or void in full or in part, the remaining provisions of these general conditions shall continue to apply in full. In that case, LoQit and the Other Party shall enter into consultation in order to reach agreement on new provisions to replace the invalid or void ones, with due regard to the purpose and the tenor of the original provisions where possible.
- In the event of there being a lack of clarity concerning the interpretation of one or more provisions of these general conditions, the provision shall be interpreted in keeping with the spirit of these provisions.
- If a situation not covered by these general conditions arises between the parties, this situation will be judged in keeping with the spirit of these general conditions.
- In cases where LoQit does not require strict compliance with these general conditions, this should not be taken to mean that the provisions do not apply or that LoQit in any way relinquishes the right to require strict compliance with the provisions of these general conditions in other cases.
Article 2 Quotations and offers
- All quotations and offers of LoQit are without obligation, unless an acceptance period has been stipulated in the quotation. A quotation or offer shall be null and void if the product to which the quotation or the offer pertains is no longer available in the meantime.
- LoQit cannot be bound by its quotations or offers if the Other Party can reasonably be expected to understand that the quotations or offers or a component thereof contain an evident mistake or clerical error.
- Unless stated otherwise, the prices stated in a quotation or offer are exclusive of VAT and other government levies to be incurred in the context of the contract, including travel and accommodation, shipping and administration costs.
- If the acceptance differs from the quotation or the offer (whether or not on minor points), LoQit is not bound by those different points. Unless stated otherwise by LoQit, in that case the contract is not concluded in accordance with those different points.
- A composite price statement does not oblige LoQit to perform part of an order at a corresponding proportion of the stated price. Offers and quotations are not automatically applicable to future orders.
Article 3 Price adjustments
- In the case of an agreement under which the Other Party makes periodic payments, LoQit has the right to adjust the prices and rates observing a term of at least three months. LoQit will inform the Other Party of this in writing.
- LoQit has the right to adjust the prices and rates of goods or services to be delivered at a time at least three months following the date on which the Other Party was informed of this in writing.
- If the Other Party is not in agreement with LoQit's price and rate adjustments as provided for in paragraphs 1 and 2 of this article, the Other Party will have the right to terminate the contract in writing within 7 working days of the notification, towards the date of commencement of the price and rate change or to terminate the contract. The Other Party will not be entitled to dissolve the contract if the right to increase a rate or price arises by virtue of a legal entitlement.
Article 4 Confidentiality
- Both parties undertake to protect the confidentiality of all confidential information that comes to their notice in the context of this agreement or from any other sources. Information is considered confidential if one party has stated this to be the case or if this follows from the nature of the information. The confidential information will be used by the party receiving it exclusively for the purpose for which it was provided. Both parties undertake to ensure in writing that their personnel and other third parties comply with these provisions.
- If under any statutory provision or pursuant to any legal ruling LoQit is obliged to issue confidential information to third parties designated by the law or the competent court, and LoQit is unable to invoke a right of exemption provided for by law or recognised or allowed by the competent court, LoQit will not be obliged to pay any compensation for damages and the Other Party will not have the right to dissolve the contract on the ground of any damages thus caused.
- Without the prior written consent of the other party, neither party will make any mention of details of the contract and/or general terms of conditions in publications or advertisements.
Article 5 Contract duration; delivery terms, implementation and amendments to the contract
- The contract between LoQit and the Other Party is entered into for an indefinite period of time, unless the nature of the contract provides otherwise or if the parties have agreed otherwise explicitly and in writing.
- If a period has been agreed or stipulated for the completion of certain work or for the delivery of certain goods, that shall not under any circumstances be regarded as a firm deadline. In the event of a period being exceeded, the Other Party must issue LoQit with written notice of default. LoQit will in that case be offered a reasonable period of time in which to implement the contract.
- If LoQit requires details from the Other Party to implement the contract, the implementation period only commences after the Other Party has made these available to LoQit correctly and completely.
- Delivery shall take place ex-works of LoQit. The Other Party is obliged to accept goods at the time at which they are made available to him. If the Other Party refuses to take delivery or fails to provide information or instructions required for the delivery, LoQit shall be entitled to store the goods at the Other Party’s expense and risk.
- Any shipping and transport costs will be charged on to the Other Party.
- LoQit is entitled to have certain activities carried out by third parties.
- LoQit is entitled to implement the contract in various phases and to invoice the completed phases separately.
- If it has been agreed that the contract will be executed in stages, LoQit reserves the right to suspend execution of the components forming part of a subsequent stage until LoQit has approved the results of the preceding stage in writing.
- If during the execution of the contract it becomes apparent that it is necessary to make amendments or additions to the contract so that it can be correctly executed, the parties shall adapt or amend the contract under consultation. If the nature, scope or content of the contract is altered, whether or not at the request or on the instructions of the Other Party, the competent authorities, etc., and the contract is thus altered in terms of its quality and/or quantity, this may also have implications for what was originally agreed. The originally agreed price may be increased or reduced for that reason. LoQit shall provide a price indication in advance wherever possible. An amendment to the contract may also result in a change to the originally indicated time of execution. The Other Party accepts the possibility of amendment to the contract, including the change to the price and execution period.
- If the contract is amended, including an addition, LoQit will be entitled to suspend its implementation until the amendment has been approved by LoQit’s authorized person and the Other Party has approved the price and other conditions indicated for performance of the contract, including the time at which the contract is to be implemented in that case. Failure to implement the amended contract or to do so immediately will not constitute a breach of contract on LoQit's part and neither will this constitute a reason for the Other Party to terminate the contract. LoQit, without being in default, is entitled to reject requests for changing the agreement, if this request potentially affects e.g. the work to be carried out or the goods to be supplied within that framework in terms of quality and/or quantity.
- If the Other Party fails to properly meet its obligations to LoQit, the Other Party will be liable for all losses (including costs) suffered by LoQit as a direct or indirect consequence.
- If LoQit agrees on a fixed price with the Other Party, LoQit shall nonetheless have the right at all times to increase the price without the Other Party thus gaining the right to dissolve the contract for that reason if the price rise is based on an increase in the price of raw materials, salaries, etc., arising from a legal or regulatory authority or obligation or on other grounds that could not reasonably have been foreseen upon entering into the contract.
- If the price rise other than as a consequence of a contractual amendment exceeds 10% and is introduced within three months of entering into the contract, the Other Party with a right to invoke the provisions of title 5, part 3 of Book 6 of the Netherlands Civil Code is entitled to dissolve the contract by means of a written declaration to that effect unless LoQit is in that case willing to execute the contract on the basis of what was originally agreed or if the price rise is based on an authority or legal obligation of LoQit or if it has been stipulated that delivery will take place longer than three months after the purchase.
- LoQit has the right at all times and without prior notice to temporarily restrict access to the product or to temporarily deactivate certain functions of the product to perform necessary maintenance or install updates. Unless the unavailability of the product lasts for an unreasonably long period of time, the Other Party will have no right to compensation from LoQit. LoQit will make every effort to minimise the inconvenience thus caused and will notify the Other Party in a timely manner if possible.
Article 6 The Other Party's obligations
- The Other Party will ensure that LoQit is provided with all information, equipment and rooms that LoQit indicates as being necessary or which the Other Party could reasonably be expected to realise are necessary for the execution of the contract.
- Software, telecommunication facilities, websites, materials, databases or data on an information carrier provided by the Other Party to LoQit must be in conformity with the specifications prescribed by LoQit. LoQit cannot be held liable for damage or costs due to transmission faults, malfunctions or non-availability of these facilities, unless the Other Party is able to prove that such damage or costs have been caused intentionally or through gross negligence on the part of LoQit.
- The Other Party will ensure the correct operation of the equipment being used to access and use the product. The Other Party is responsible for the use and the application in his organisation of the equipment, software and services provided by LoQit and for the verification and security procedures and effective system administration.
- LoQit has the right in all cases to suspend the execution of the contract and to charge the costs thus incurred at its usual rates if the information needed for the execution of the contract is not made available to LoQit or made available on time or in keeping with the agreements or if the Other Party otherwise fails to meet its obligations.
- If employees of LoQit carry out work at the Other Party's location, the Other Party will provide those employees with reasonable facilities such as, if applicable, a work area with telecommunication facilities, etc. The Other Party will indemnify LoQit against claims of third parties, including LoQit's employees, related to the losses suffered in connection with the execution of the contract and which result from the acts or omissions of the Other Party or from unsafe situations at its organisation.
- The Other Party must inform LoQit of facts and circumstances important to the execution of the contract without delay.
- The Other Party should refrain from behaviours that preclude LoQit's ability to properly execute the contract.
Article 7 Suspension, dissolution and premature termination of the contract
- LoQit is authorized to suspend compliance with its obligations or to dissolve the contract if:
- The Other Party fails to meet its contractual obligations or meet them in full or on time;
- After entering into the contract, LoQit becomes aware of circumstances that give LoQit good grounds to presume that the Other Party will not meet its obligations;
- Upon entering into the contract the Other Party was required to furnish security for meeting its contractual obligations and has failed to provide that or sufficient security;
- If, due to a delay on the part of the Other Party, LoQit can no longer be required to comply with the contract under the originally agreed conditions, LoQit will have the right to dissolve the contract.
- LoQit is also authorized to dissolve the contract if circumstances arise that are of such a nature that compliance with the contract is no longer possible or if circumstances arise of such a nature that LoQit cannot reasonably be expected to maintain the contract in unamended form.
- If the contract is dissolved, the claims of LoQit on the Other Party shall become immediately due and payable. If LoQit suspends compliance with its obligations, it shall retain its claims by law and under the contract.
- If LoQit suspends or dissolves the contract, it will not in any way be obliged to compensate losses and costs, regardless of their cause.
- If the dissolution can be attributed to the Other Party, LoQit will be entitled to compensation for the losses, including the costs, directly and indirectly thus caused.If the Other Party does not comply with its obligations resulting from this contract and this non-compliance justifies dissolution, LoQit is entitled to dissolve the contract immediately and with immediate effect, without any obligations to pay damages or indemnity, whilst the Other Party, is obliged to damages or indemnity due to breach of contract.
- If the contract is prematurely terminated by LoQit, LoQit will have the work that has yet to be completed transferred to third parties in consultation with the Other Party. This will not apply if the termination can be attributed to the Other Party. If the transfer of the work causes LoQit to incur additional costs, these costs will be charged to the Other Party. The Other Party shall be obliged to pay these costs within the stipulated period unless LoQit gives indication to the contrary.
- In the event of liquidation, suspension of payment (or an application to that effect) or bankruptcy, attachment – if and insofar as the attachment is not withdrawn within three months – on the part of the Other Party, or if debt rescheduling or another circumstance as a result of which the Other Party no longer has unfettered access to its assets, LoQit will be free to terminate the contract immediately and with direct effect or to cancel the order or contract without being obliged in any way to pay any compensation for damages. The claims of LoQit on the Other Party will in that case become immediately due and payable.
- If the Other Party cancels a placed order in full or in part, the goods ordered or prepared for that purpose will be charged in full to the Other Party, with the addition of any delivery, removal and supply costs and the labour time reserved for implementing the contract.
Article 8 Force majeure
- LoQit is not obliged to comply with any obligation to the Other Party if prevented from doing so as a result of a circumstance that is beyond its control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views.
- In these general conditions, force majeure is defined - in addition to that which is deemed as such by law and legal precedent - as all external circumstances, foreseen or unforeseen, that are beyond the control of LoQit but which prevent LoQit from meeting its obligations. Such situations include any strike in the company of LoQit or that of third parties. LoQit is also entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after LoQit should have met its obligations.
- LoQit may suspend its contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than two months, either party shall be entitled to dissolve the contract without being obliged to pay any compensation for damages to the other party.
- Insofar as LoQit, at the time the force majeure commences, has meanwhile partly fulfilled its obligations by virtue of the agreement, or shall be able to do so, and the fulfilled part and/or the part to be fulfilled represents independent value, LoQit is entitled to separately invoice the part that has already been fulfilled and/or is yet to be fulfilled. The Other Party is obliged to pay that invoice as though it were for a separate contract.
Article 9 Payment and Collection Costs
- Invoices are payable within 14 days of the invoice date in a manner indicated by LoQit and in the currency stated in the invoice, unless indicated otherwise in writing by LoQit. LoQit is entitled to send periodic invoices.
- The Other Party will pay the invoices in accordance with the payment conditions stated in the offer. Complaints regarding invoices must be made to LoQit within 14 days of the invoice date.
- If there are no specific payment conditions, the Other Party will operate the following payment conditions:
- Regarding goods and materials:
- 50% upon placement of the order; this must be received before LoQit schedules/starts its work or orders/delivers the goods and materials;
- 50% prior to the delivery of the goods and materials or the start of the work
- With regard to work: invoices are sent subsequently for work related to the delivery of goods and materials.
- Regarding goods and materials:
- If the Other Party fails to remit payment of the invoice on time, the Other Party shall be held in default by operation of law. The Other Party will in that case be liable for the payment of 1% monthly interest, unless the statutory interest rate is higher, in which case the statutory interest rate will apply. The interest over the due and payable amount will be calculated from the time at which the Other Party is held in default until the time of full and final settlement.
- LoQit is entitled to have payments made by the Other Party extend first to payment of costs, then to outstanding interest and finally the principal amount and the current interest.
- LoQit may refuse a payment offer, without that being in default, if the Other Party indicates a different order of allocation for payment. LoQit may refuse full payment of the principal amount if the due and current interest and debt collection costs are not remitted at the same time.
- The Other Party is not under any circumstances entitled to set off the amount that it owes to LoQit.
- Objections to the amount of the invoice shall not suspend the payment obligation. An Other Party who is not entitled to base an objection on part 6.5.3 (articles 231 to 247 of Book 6 of the Netherlands Civil Code) is not entitled to suspend payment of an invoice for any other reason either.
- If the Other Party defaults or (temporarily) fails to meet any of its obligations, all reasonable costs of obtaining payment without legal recourse shall be for the Other Party’s account. The extrajudicial costs shall be calculated on the basis of normal Dutch debt collection practice, which is currently the calculation method in accordance with the Voorwerk II report. However if LoQit has reasonably incurred additional debt- collection costs the costs actually incurred will be eligible for compensation. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party shall also be liable for the payment of interest over the payable debt collection costs.
Article 10 Retention of title, ownership acquired by specification and retention
- All goods delivered by LoQit, including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of LoQit until the Other Party has met in full all of the obligations under the contract or contracts entered into with LoQit.
- Goods delivered by LoQit that come under the retention of title pursuant to paragraph 1 may not be sold on and may not under any circumstances be used as a means of payment. The Other Party is not authorized to pledge or encumber in any other way the goods covered by retention of title.
- If the Other Party uses goods supplied by LoQit to make a new item, the Other Party shall make that item exclusively for LoQit and the Other Party will retain possession of the newly made item for LoQit until the Other Party has remitted all amounts payable under the contract; LoQit shall in that case hold all rights as owner of the newly made item until the time of full and final settlement by the Other Party.
- The Other Party shall be required at all times to do all that can reasonably be expected of him to secure LoQit’s retention of title.In the event of third parties imposing an attachment on the goods delivered under retention of title or setting out to establish or invoke any rights to them, the Other Party is obliged to notify LoQit of that without delay.
- The Other Party undertakes to insure goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to issue the insurance policy for inspection on LoQit's first request to that effect. In the event of an insurance pay-out being made, LoQit will be entitled to receive the amounts concerned. The Other Party undertakes, where necessary, in advance to LoQit to cooperate with all that is or proves to be necessary or desirable in this context.
- In the event of LoQit wishing to exercise its property rights as provided for in this article, the Other Party hereby gives unconditional and irrevocable permission, now for then, for LoQit or third parties engaged by LoQit to enter the places where the property of LoQit is located and to repossess that property.
- LoQit has the right to retain possession of goods, products, property rights, data, documents and databases received or generated under the contracts, despite the obligation to surrender them, until the Other Party has paid all due amounts to LoQit.
Article 11 Guarantees, investigation and complaints, limitation period
- The goods to be supplied by LoQit are in keeping with the usual
- requirements and standards that can reasonably be set for them at the time of delivery and for which they are designated for normal use in the Netherlands. The guarantee referred to in this Article applies to goods intended for use in the Netherlands. If the goods are used outside of the Netherlands the Other Party should himself verify whether they are suitable for usage there and meet the conditions set for them there. In that case LoQit may impose other guarantee and other conditions with regard to the goods to be delivered or work to be carried out.
- The guarantee provided for in paragraph 1 of this article is applicable for a period of 1 year following delivery, unless dictated otherwise by the nature of the delivered goods or the parties have made agreement to the contrary. If the guarantee issued by LoQit concerns goods that have been produced by a third party, the guarantee shall be limited to that issued by the producer of the goods unless statement is made to the contrary.
- All forms of guarantee shall be null and void if a defect has been caused by or arises from inexpert or improper use, use after the sell-by date, incorrect storage or maintenance of the goods by the Other Party and/or by third parties if, without the written approval of LoQit, the Other Party or third parties have made changes to the goods or attempted to do so, or have attached them to other goods to which they should not be attached or if they have been processed or treated other than in the prescribed manner. Nor can the Other Party claim under the guarantee provisions if the fault is due to or the result of circumstances which are beyond the control of LoQit, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etcetera.
- The Other Party is bound to investigate or to have investigated the delivered goods immediately at the time the goods are made available to him or the relevant works have been carried out. In so doing the Other Party should ascertain whether the quality and quantity of the delivered goods comply with the contracts and comply with the requirements agreed by the parties in that respect. Any visible defects should be reported in writing to LoQit within seven days of delivery. Any non-visible defects should be reported immediately to LoQit, in any case no later than within fourteen days of their discovery. The report must contain the most detailed possible description of the defect in order to enable LoQit to respond adequately. The Other Party shall give LoQit the opportunity to investigate a complaint (or have this done by others).
- If the Other Party lodges a complaint in time, this will not suspend its payment obligation. The Other Party will in that case also remain obliged to accept and pay for the other goods ordered.
- If a defect is reported at a later date, the Other Party will no longer be entitled to repair, replacement or compensation.
- If it is established that goods are defective and a complaint has been lodged on time, LoQit will repair or arrange the repair of the goods or pay compensation instead to the Other Party within a reasonable period following the return of the goods or, if return is not reasonably possible, written notification of the defect by the Other Party, to be decided at LoQit’s discretion. In the event of the goods being replaced the Other Party will be obliged to return the replaced goods to LoQit and to transfer their ownership to LoQit unless LoQit indicates to the contrary.
- If it is established that the complaint is unfounded, the costs thus incurred, including the inspection costs thus incurred by LoQit, shall be charged in full to the Other Party.
- Following expiry of the guarantee period all costs of repair or replacement, including administrative, shipment and call-out costs, shall be charged to the Other Party.
- Contrary to the statutory prescription period, the prescription period for all claims and defences in respect of LoQit and third parties engaged by LoQit for the implementation of a contract shall be one year.
Article 12 Liability
- In the event of LoQit being held liable, that liability shall be limited to the provisions of this clause.
- LoQit is not liable for damage of any nature whatsoever caused by LoQit working on the basis of incorrect and/or incomplete information provided by or on behalf of the other party.
- LoQit cannot under any circumstances be held liable for losses caused by the fact that the Other Party has used the product for a purpose other than that for which it was purchased.
- LoQit rejects all liability regarding the works and any losses (consequential or otherwise) caused by the Other Party or a third party modifying the product.
- LoQit cannot be held liable for losses caused by data of the Other Party being lost during the work of LoQit. The Other Party must arrange for a back-up of the data to be made.
- LoQit cannot be held liable for losses or costs caused by transmission faults, malfunctions or the unavailability of software and/or databases and/or other computer facilities.
- LoQit cannot be held liable if the Other Party demands, against the advice of LoQit, that certain work is to be carried out.
- LoQit cannot under any circumstances be held liable for losses caused by the non-functioning or functioning of the software and/or equipment of the Other Party.
- If LoQit is held liable for any form of loss, the liability of LoQit shall be limited to a maximum of double the invoice value or to the part of the order to which the liability relates.
- The liability of LoQit is always limited to the amount paid out by its insurance company.
- LoQit is exclusively liable for direct losses.
- Direct losses are exclusively defined as the reasonable costs
- involved in establishing the cause and extent of the loss insofar as this relates to losses within the meaning of these conditions, any reasonable costs incurred in having LoQit’s faulty performance meet the contractual provisions, insofar as they can be attributed to LoQit and reasonable costs incurred for the prevention or limitation of losses, provided that the Other Party demonstrates that these costs have led to the direct loss within the meaning of these general conditions being limited.
- LoQit cannot under any circumstances be held liable for indirect losses, including consequential losses, loss of income, missed savings or losses caused by business stagnation.
- The limitations of liability set out in these conditions are not applicable in cases where the loss can be attributed to intentional act or omission or gross negligence on the part of LoQit or its managerial subordinates.
- The payment of compensation is subject to the condition that the Other Party reports the loss as soon as possible to LoQit following its occurrence.
- The Other Party indemnifies LoQit against all claims of third parties in respect of product liability owing to a fault in a product or system supplied by the Other Party to a third party and which consisted in part of equipment, software or other materials supplied by LoQit, other than in cases where the Other Party can demonstrate that the loss was caused by that equipment, software or other materials.
Article 13 Transfer of risk
- The risk of loss, damage or decline in value shall transfer to the Other Party as soon as the goods are placed at the disposal of the Other Party.
Article 14 Indemnification
- The Other Party indemnifies LoQit against any claims of third parties who suffer losses related to the implementation of the contract for which a party other than LoQit can be held accountable.
- If LoQit is held accountable in this respect by third parties, the Other Party shall be obliged to assist LoQit both judicially and extrajudicially and to do all that can be expected of him in that case without delay. If the Other Party fails to take adequate measures, LoQit will be entitled to take such measures himself without any notice of default being required. All costs and losses thus suffered by LoQit and third parties shall be fully at the expense and risk of the Other Party
Article 15 Intellectual and industrial property rights
- LoQit reserves the rights and powers it is entitled to by virtue of the Copyright Act and other intellectual legislation and regulations. LoQit is entitled to use information received through the implementation of the work for other purposes provided that doing so does not result in confidential information of the Other Party being disclosed to third parties.
- LoQit and its licensers reserve the intellectual or industry property rights to all software, equipment or other items such as analyses, designs, documentation, reports, quotations and their preparatory materials developed or provided under the contract. The Other Party is exclusively granted the user rights and powers assigned to it in these General Terms and Conditions or otherwise expressly assigned. The Other Party will refrain from reproducing or making copies of the software or other materials.
- The Other Party is aware that the provided software, equipment and other materials contain confidential information and business secrets of LoQit or its licensers. Notwithstanding the provisions of article 4 of these general terms and conditions, the Other Party undertakes to protect the confidentiality of the software, equipment and materials, to refrain from disclosing them or issuing them for use to third parties and will use them only for the purpose for which they were issued. Third parties are further defined as all persons working at the client’s organisation who do not necessarily need to use the software, the equipment and/or the other materials.
- The Other Party is not permitted to remove or change any designation with respect to copyrights, trademarks, trade names or other rights of intellectual property from the equipment or materials. This includes designations concerning the confidential nature and secrecy of the equipment.
- LoQit is authorised to put technical measures in place to protect the software. If LoQit has secured the works using technical means of protection, the Other Party is not permitted to remove or circumvent the relevant protection. If the Other Party is unable to make a backup copy of the software owing to these security measures, LoQit will provide the Other Party with a backup copy of the software on the Other Party's request.
- Other than if LoQit makes a backup copy available to the Other Party, the Other Party has the right to make and keep one backup copy of the software.
- A backup copy is defined here as follows: a physical object on which the software is recorded, exclusively to replace the original copy of the software in the event of its inadvertent loss or damage. The backup copy must be an identical copy and must always bear the same labels and notices as the original copy.
- If the Other Party develops software or a third party develops software for him or if the Other Party intends to do this or have this done and he requires information about the interoperability of the software being developed and the software made available to him by LoQit to realise that interoperability, the Other Party will make a written and specified request to LoQit for that information. LoQit will state within a reasonable period of time whether the Other Party can be given the requested information and the conditions under which this can be done, including the financial conditions and conditions concerning the Other Party's engagement of third parties. Interoperability is defined here as follows: the ability of the software to exchange information with other components of a computer system and/or software and to use that information to communicate.The Other Party guarantees that no rights of third parties oppose the provision of equipment, software or materials to LoQit for the purpose of usage or processing. The Other Party will indemnify LoQit against all actions based on a claim that said provision, use or processing will in any way infringe any rights of third parties.
- In the absence of any agreements to the contrary, LoQit is free to use the delivered property for its own publicity or promotional purposes.
Article 16 Applicable law and disputes
- All legal relationships to which LoQit is a party shall be governed exclusively by Dutch law, even if an obligation is implemented in full or in part abroad or if the other party to the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention is specifically excluded.
- In the absence of mandatory rules of law to the contrary, the court in LoQit's registered office has exclusive competent jurisdiction. Nonetheless, LoQit is entitled to refer the disputes to the court with competent jurisdiction by law.
- The parties shall not refer a matter to court until they have done their utmost to resolve the dispute in mutual consultation.
Article 17 Source and amendments to general conditions
- These general conditions have been filed with the Chamber of Commerce.
- The most recently filed version or the version applicable when the legal relationship with LoQit was formed applies.
- The Dutch version of the general conditions shall take precedence at all times as regards its interpretation.