General Terms and Conditions

Article 1 — Terms

1. In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise.
2. Client: the natural or legal person who is acting in the exercise of a profession or business that has appointed Viroteq, has provided projects to Viroteq for Services performed by Viroteq, or for which Viroteq has made a proposal under an Agreement.
3. Offer: Any offer or quotation to the Client for the provision of Services and the delivery of Products by Viroteq.
4. Service Provider: The legal person who offers Services and products to the Client, hereinafter: Viroteq.
5. Services: the development of intelligent solutions / software for industrial automation as well as maintenance thereof and the provision of hosting services.
6. Products: custom made hardware by Viroteq, whether or not in combination with the developed software.
7. Software: the software developed by Viroteq (tailor-made).
8. License: the License Agreement whereby the Client obtains a right to use the software.
9. Order: The execution of the Agreement with regard to the Services requested by the Client and/or the sale and delivery of Products.
10. Agreement: any Agreement and other obligations between the Client and Viroteq, as well as proposals from Viroteq for Services provided by Viroteq to the Client and accepted by the Client and accepted and executed by Viroteq.
11. The website that Viroteq uses is: https://www.viroteq.ai.

Article 2 — Applicability

1. These general terms and conditions apply to every Offer from Viroteq, every agreement between Viroteq and the Client and to every service offered by Viroteq.
2. Before an agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, Viroteq will indicate to the Client how the Client can view the general terms and conditions.
3. Deviation from these terms and conditions is not possible. In exceptional situations it is possible to deviate from the general terms and conditions insofar as this has been explicitly agreed in writing with Viroteq.
4. These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
5. The general terms and conditions of the Client are excluded.
6. If one or more provisions of these general terms and conditions are partially or wholly invalid or are destroyed, the other provisions of these general terms and conditions will remain in force, and the invalid/voided provision(s) will be replaced by a provision with the same meaning as the original provision.
7. Uncertainties about the content, explanation or situations that are not regulated in these general conditions must be assessed and explained in the spirit of these general conditions.
8. The applicability of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.

Article 3 — The Offer

1. All offers made by Viroteq are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
2. Viroteq is only bound by an Offer if it is confirmed in writing by the Client within 14 days. Nevertheless, Viroteq has the right to refuse an Agreement with a (potential) Client for a reason justified for Viroteq.
3. The offer contains a description of the services offered. The description is sufficiently specified so that the Client is able to make a good assessment of the offer. Any information in the offer is only an indication and cannot be a ground for any compensation or the termination of the agreement.
4. Offers or quotations do not automatically apply to follow-up orders.
5. Completion times in the offer from Viroteq are in principle indicative and do not give the Client the right to dissolution or compensation if it is exceeded, unless explicitly agreed otherwise.

Article 4 — Formation of the Agreement

1. The agreement is concluded at the moment that the Client has accepted an Offer or Agreement from Viroteq by returning a signed copy (scanned or original) to Viroteq, or giving an explicit and unambiguous agreement to the Offer by e-mail.
2. Viroteq is not bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error.
3. If the Client cancels an already confirmed order, the costs actually incurred (including the time spent) will be charged to the Client.
4. Every agreement that is entered into with Viroteq or a project that is assigned to Viroteq by the Client, rests with the company and not with an individual person associated with Viroteq.
5. The Client’s right of withdrawal is excluded, unless otherwise agreed.
6. If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the agreement.

Article 5 — Duration of the Agreement

1. The Agreement is entered into for an indefinite period of time, unless the content, nature or scope of the assignment entails that it has been entered into for a definite period of time. The duration of the assignment is partly dependent on external factors including, but not limited to, the quality and timely delivery of the information that Viroteq receives from the Client.
2. Both the Client and Viroteq may terminate the agreement on the basis of an attributable shortcoming in the performance of the agreement if the other party has been given written notice of default and has been given a reasonable term to fulfill its obligations and it still fails to fulfill its obligations at that time correctly. This also includes the payment and cooperation obligations of the Client.
3. The termination of the agreement does not affect the Client’s payment obligations insofar as Viroteq has already carried out work or delivered services at the time of the termination. Client must pay the agreed fee.
4. In the event of a premature termination of the Agreement, the Client owes Viroteq the costs actually incurred up to that point against the agreed fee. If there is an hourly rate, Viroteq’s time registration is the guiding principle.
5. Both the Client and Viroteq may terminate the agreement in full or in part in writing with immediate effect without further notice of default if one of the parties is in suspension of payment, has filed for bankruptcy or the company concerned is terminated by liquidation. If a situation as mentioned above occurs, Viroteq will never be obliged to refund any monies already received and/or compensation.

Article 6 — Execution of the Agreement

1. Viroteq will make every effort to perform the agreed service with the greatest possible care as may be required from a good service provider. Viroteq is responsible for a professional and independent service. All services are performed on the basis of a best efforts obligation, unless a result has been explicitly and in writing described in detail.
2. The Agreement on the basis of which Viroteq performs the services is guiding for the scope of the services. The Agreement will only be executed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
3. The information and data provided by the Client are the basis on which the services and prices offered by Viroteq are based. Viroteq has the right to adjust its services and prices if the information provided appears to be incorrect and/or incomplete.
4. When performing the services, Viroteq is not obliged to follow the instructions of the Client if this changes the content or scope of the agreed services. If the instructions provide further work for Viroteq, the Client is obliged to reimburse the additional costs accordingly on the basis of a new quotation.
5. Viroteq is entitled to engage third parties for the performance of the services at its own discretion.
6. If the nature and duration of the assignment so require, Viroteq will keep the Client informed of progress in the interim via the agreed method.
7. The implementation of the Agreement is based on the information provided by the Client. If the information needs to be changed, this can have consequences for a possible set schedule. Viroteq is never liable for adjusting the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all the information requested or has not provided it in time or in the desired format, is cooperating insufficiently, any advance has not been received in time by Viroteq or due to other circumstances which are for the account and risk of the Client, there is a delay, Viroteq is entitled to a reasonable extension of the delivery period. All damage and additional costs as a result of a delay due to a cause as mentioned above are for the account and risk of the Client.
8. If Viroteq performs the work at the Client’s location, the Client is obliged to provide (in all reasonableness) all facilities requested by Viroteq. Such facilities concern in any case the availability of the workplace, the cooperation of the users, the provision of any necessary equipment, the availability of the required software, as well as the rights to use such software.
9. Viroteq is entitled to expand, adjust or remove the (parts of) its offer and the content of its Services. Viroteq will only adjust or remove content if this is to the advantage of the content.

Article 7 — Obligations of the Client

1. Client is obliged to provide all information requested by Viroteq as well as relevant appendices and related information and data in a timely manner and/or before commencement of the work and in the desired form for the correct and efficient execution of the Agreement. In the absence of this, it may occur that Viroteq is unable to realize a complete execution and/or delivery of the relevant documents. The consequences of such a situation are at all times for the account and risk of the Client.
2. Viroteq is not obliged to check the accuracy and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is Viroteq responsible for the accuracy and/or completeness of the information compiled by Viroteq for third parties and/or provided to third parties under the Agreement.
3. Viroteq may, if necessary for the implementation of the agreement, request additional information. Failing this, Viroteq is entitled to suspend its work until the information is received, without being obliged to pay any compensation. In the event of changed circumstances, the Client must inform Viroteq immediately or, at the latest, 3 working days after the change has become known.
4. The Client gives Viroteq unconditional and irrevocable permission to use all knowledge and know-how gained at the Client for the general management of Viroteq, as well as to improve its Services.

Article 8 — Opinions

1. Viroteq can, if instructed to do so, draw up an advice, action plan, design, reporting, planning and/or reporting for the service. The content of this is not binding and only of an advisory nature, but Viroteq will take the care duties incumbent upon it. Client decides for itself and under its own responsibility whether it will follow the advice.
2. The advice provided by Viroteq, in whatever form, can never be regarded as technical substantive advice.
3. The client is obliged at the first request of Viroteq to assess proposals it has provided. If Viroteq is delayed in its work because the Client fails to assess, or fails to timely assess, a proposal made by Viroteq, the Client is at all times responsible for the resulting consequences, such as delays.
4. The nature of the service means that the result at all times depends on external factors that can influence Viroteq’s advice, such as the quality, accuracy and timely delivery of required information and data from the Client and its employees. Client is responsible for the quality and for the timely and correct delivery of the required data and information.
5. The Client will notify Viroteq in writing prior to the commencement of the activities of all circumstances that are or may be of interest, including any points and priorities for which the Client wishes attention.

Article 9 — R&D Processes

1. If Viroteq starts a development process together with the Client, such as an R&D process, the parties will work closely together. The Client is particularly responsible for allowing suitable employees and/or third parties to participate in these processes in connection with the knowledge and experience required to have the process carried out effectively.
2. The client remains responsible at all times for the results achieved by its employees in the context of an R&D process.
3. Both Viroteq and the Client can lead the relevant project or steering group within the framework of the research and development processes. Parties must designate a Project Leader who will lead the group prior to the trajectory. In the event that decisions need to be made, these can only be binding if Viroteq has confirmed the decisions in writing or the decision-making corresponds to the principles/agreements of the collaboration.
4. Viroteq must be informed by the Client of all special regulations, industrial and/or technical standards and other requirements that are important. Viroteq is never responsible for applying for and obtaining a subsidy, permit and/or other legal documents.

Article 10 — Development of Software

1. Client is obliged to provide all required information on time and in the desired form for the development of the Software.
2. Parties record all the characteristics, functionalities, properties and more of the Software to be developed in writing. The Software is made solely on the basis of these written agreements. If the agreements made are too brief to meet the wishes of the Client, the parties must consult and adjust the agreements or the Agreement accordingly.
3. The Client obtains a non-exclusive, non-transferable and non-sublicensable right to use the Software from the moment that the Client has fully complied with its (payment) obligations, unless the parties have agreed otherwise in writing. Unless the parties have explicitly agreed otherwise in writing, source files are not supplied to the Client and are explicitly excluded from the use of the Client.
4. The Software developed by Viroteq has been delivered if the Client has signed or has given explicit approval for the Software within a maximum period of 7 (calendar) days. To this end, the Client can check the written agreements. After the unused expiry of this period, the Client is deemed to have agreed to the Software. Parties can agree on a test period in which the Client identifies any defects. These defects must be reported in writing to Viroteq. The repair work of this is for the account of Viroteq, unless there are usage errors or errors that cannot be attributed to Viroteq.
5. If after the test period and/or delivery changes have to be made to the Software, whether or not at the request of the Client, which have not previously been agreed in writing, the changes must be made on the basis of a new assignment.
6. If explicitly agreed, the Client can only use the (customized) Software in combination with the hosting services or Products agreed by Viroteq.
7. If the Client wishes to make a variant or a derivative of the design of the Software from Viroteq or elements of the Software (or have it made), Viroteq must give the Client prior written permission to do so. Without permission, any modification will be seen as a violation of the intellectual property rights of Viroteq.
8. If the Client has to approve a request from Viroteq, the deadline for responding to this is 7 days. If the Client has not responded within this period, the Client is deemed to have tacitly agreed. If changes still need to be made after this, additional costs may be charged.

Article 11 — Maintenance of Software

1. Viroteq does not guarantee that the Software will always function without errors or interruptions.
2. Viroteq makes every effort to correct (possible) errors in the Software within a reasonable period of time. The repair only relates to Software developed by Viroteq itself and the defects have been reported by the Client in time. Viroteq is entitled to postpone the recovery until a new version of the Software is put into use. Defects in the Software that have not been developed by Viroteq can be repaired in consultation for the account and risk of the Client.
3. Viroteq reserves the right to interrupt the performance of its Services if it deems this necessary for the purpose of being able to perform maintenance. The maintenance basically includes the following Services (i) corrective, (ii) preventive and (iii) innovative Maintenance and (iv) user support. The maintenance may also cause interruptions in the performance of the Services, which does not justify any right for compensation for the Client.
4. If there is an emergency situation or unexpected maintenance is necessary and work must be performed immediately, Viroteq will inform the Client about this as soon as possible if necessary, and the maintenance work will cause a malfunction.
5. Viroteq is entitled to make changes to the technology of the Software, the data network or telecommunications network and other changes to the Services offered by Viroteq. These changes may affect the peripheral equipment used by the Client, for which Viroteq cannot be held liable for any compensation. The Client is never entitled to a refund or discount.
6. The client is aware that if there is intelligent or self-learning software, the software may exhibit defects during use that could not have been foreseen at the time of the development and/or implementation of the software. Any adjustments or maintenance to the software will be borne by the Client.
7. Viroteq does not guarantee that the Software will function without interruption or without error. Viroteq makes every effort to rectify the defects reported by the Client within a reasonable period after they have been reported, and which software has been developed by Viroteq.
8. Recovery also includes the provision of temporary solutions.
9. Viroteq is always entitled to take technical measures to protect the software against unauthorized use and/or misuse, or to use it in a different way than agreed between the parties.

Article 12 — Development of Products

If and insofar as Viroteq develops hardware for the Client, the rules for contracting work may apply instead of or in addition to these general terms and conditions and the terms and conditions of the assignment agreement. This must be explicitly recorded by the parties.

Article 13 — Maintenance of Products

1. If agreed, Viroteq will perform maintenance on the Products on the basis of a best efforts obligation. The scope of the maintenance obligation extends to what has been explicitly agreed by the parties.
2. The Client is obliged to report any defects, errors or other malfunctions in writing to Viroteq, after which Viroteq will rectify the malfunction and/or defects to the best of its ability in accordance with its usual procedures and/or make improvements. If desired, Viroteq is entitled to first introduce temporary solutions, after which a structural solution can be devised and implemented in consultation with the Client. If no manner of reporting has been agreed between the parties, the notification must be made by e-mail, after which the Client will call Viroteq for urgent matters.
3. Client is obliged to cooperate with Viroteq upon first request. In the absence of cooperation, Viroteq is entitled to suspend and/or limit maintenance.
4. Despite the agreed maintenance obligations of Viroteq, the Client has an independent responsibility for the management and use of the products, as well as the instructions for and the use of the products by its employees and/or third parties engaged by it.
5. Agreements about maintenance can only be canceled with due observance of a 48-hour period. In the event of cancellation within 24 hours, costs will be charged to the Client. In case of doubt about a date and/or time, the appointment in the agenda of Viroteq is leading.
6. Viroteq reserves the right to suspend its maintenance obligations for the time that circumstances arise at the place of installation of the products that, in Viroteq’s opinion, involve risks with regard to the safety or health of Viroteq employees.
7. After receiving the report, Viroteq will make every effort to correct errors in accordance with the usual procedures. The results will depend on the urgency in the manner and period to be determined by Viroteq. Viroteq is never liable for any (consequential) damage if after the judgment of the Client Viroteq has not responded to a report in time.
8. Viroteq may require the Client (or an employee) to be present at the maintenance work or the Client must ensure that Viroteq will gain access to the location where the maintenance must be performed without any impediment. If work needs to be performed outside of normal office hours, and the Client (and/or his employee(s)) is no longer present, Viroteq is never responsible for properly closing the premises where Viroteq performs its work.

Article 14 — Hosting

1. If the agreed services (also) serve to store and/or transfer material supplied by the Client in the context of hosting, the following applies.
2. The Client is forbidden to publish and/or distribute data in violation of Dutch legislation and regulations, which in any case means: data without the permission of the copyright holder, malicious information, or information that offends, discriminates, threatens, is racist in nature, hate speech, and information that contains child or otherwise criminal pornography. Also information that violates the privacy of third parties (also stalking), as well as torrents, spam and hyperlinks that refer to such information on third-party websites.
3. In the event of (potential) criminal acts, Viroteq is entitled to report this and to hand over the information provided by the Client to the competent authorities, as well as to perform all acts that are required of it in the context of the investigation.
4. Viroteq has the right to terminate the Agreement with the Client in the event of abuse as mentioned in the previous paragraph and/or possible criminal offenses of the Client.
5. Client indemnifies Viroteq for all damage resulting from the above. Viroteq is not liable for any damage suffered by the Client as a result of its actions.
6. The client must refrain from inflicting any damage and/or actions that he/she can reasonably suspect is being caused to other (internet) users or the servers.
7. The Client is prohibited from reselling and/or renting out the services, unless explicitly agreed otherwise.
8. Viroteq can set a maximum for the amount of storage space that the Client may use in the context of the Hosting. If this maximum is exceeded, Viroteq is authorized to charge an additional amount. No liability exists for consequences of not being able to send, receive, save or change data if an agreed storage space limit has been reached.
9. The Client hereby grants Viroteq an unlimited license to distribute, store, transmit or copy all data provided by the Client via the systems of Viroteq in any way deemed suitable by Viroteq, but only to the extent that this is reasonably necessary for the fulfillment of the Agreement by Viroteq.
10. In the event of an excessive amount of data traffic, Viroteq is entitled to temporarily remove the Client’s website from its own discretion. This is understood to mean DDoS attacks, brute force attacks, overloading of the server or if the Client causes nuisance to the Viroteq server in another way.
11. In addition to the legal obligations, damage caused by incompetence or failure to act in accordance with the above points is for the account and risk of the Client.
12. Client is self-responsible for the proper protection of his own computer, password protection and more. Under no circumstances can Viroteq be liable for this. This is at the Client’s own risk and expense.

Article 15 — Connectivity

1. The current consumption of the Client will be reviewed every month. If the consumption differs from that agreed by the Parties, the price can be adjusted retroactively. An increase will be implemented immediately. Data traffic is not transferable to a following month and/or equipment.
2. Data traffic is understood to mean all network traffic generated by the Client, incoming and outgoing. Incoming and outgoing traffic is added together for the calculation of the data traffic.
3. Viroteq can set a maximum for the amount of data traffic per month that the Client may use in the context of the Hosting. If this maximum is exceeded, Viroteq is authorized to charge an additional amount, in accordance with the amounts for extra data traffic agreed with the Client. No liability exists for the consequences of not being able to send, receive, save or change data if an agreed limit for data traffic has been reached.

Article 16 — Additional Work and Changes

1. If during the execution of the agreement it appears that the agreement needs to be adjusted, or further work is required at the request of the Client to achieve the desired result of the Client, the Client is obliged to compensate this additional work according to the agreed rate. Viroteq is not obliged to comply with this request, and may require the Client to conclude a separate agreement and/or be referred to an authorized third party.
2. If the additional work is the result of negligence on the part of Viroteq, Viroteq has made a wrong estimate or could reasonably have foreseen the work concerned, these costs will not be charged to the Client.

Article 17 — Delivery

1. If the commencement, progress or (delivery) of the Services or work is delayed because, for example, the Client has not provided all requested information or has not provided it on time, provides insufficient cooperation, the advance has not been received in time by Viroteq or due to other circumstances which are for the account and risk of the Client, Viroteq is entitled to a reasonable extension of the delivery period. Under no circumstances are the specified deadlines deadlines, nor can Viroteq be held liable for exceeding the agreed deadline.
2. All damage and additional costs as a result of a delay due to a cause referred to in paragraph 1 are for the account and risk of the Client and will be charged by the Client to Viroteq.
3. If there is a phased implementation, or if the Client must give approval, Viroteq is entitled to suspend the implementation of the Agreement until the Client has given his approval.
4. Viroteq makes every effort to provide the service within the agreed period, insofar as this can be reasonably expected of it.
5. The nature of the activities of Viroteq means that the activities can only be started once all necessary information has been provided by the Client. The Client bears the risk and any damage if it has not provided the required information on time and explicitly indemnifies Viroteq against all consequences and possible resulting damage for the Client and Viroteq.
6. Viroteq makes every effort to deliver the Services as much as possible in accordance with the written specifications.

Article 18 — Delivery of Products

1. Viroteq can deliver a physical product in the context of its services. The product will be installed by Viroteq, unless the parties agree otherwise.
2. If the commencement, progress or delivery of the products is delayed because, for example, the Client has not provided all requested information or has not provided it on time, provides insufficient cooperation, the (advance) payment has not been received in time by Viroteq or due to other circumstances outside the control of Viroteq any delay arises, Viroteq is entitled to a reasonable extension of the delivery period. All agreed (delivery) delivery times are never strict deadlines. The client must give Viroteq written notice of default and grant him a reasonable period in which to deliver or deliver. The client is not entitled to any compensation due to the delay.
3. The client is obliged to take delivery of the goods at the time when they are made available to him in accordance with the Agreement, even if they are offered to him earlier or later than agreed.
4. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Viroteq is entitled to store the goods for the account and risk of the Client.
5. If Viroteq requires information from the Client in the context of the execution of the Agreement, the delivery time will commence after the Client has made this available to Viroteq.
6. If Viroteq has specified a delivery period, this is always indicative.
7. Viroteq is entitled to deliver the goods in parts, unless this has been deviated from in the Agreement or the partial delivery has no independent value. Viroteq is entitled to invoice the delivered items separately.
8. Deliveries are only made if all invoices have been paid, unless explicitly agreed otherwise.
9. Viroteq reserves the right to refuse delivery if there is a fear of non-payment.

Article 19 — Research of Products

1. The client is obliged to have the delivered items examined at the time of delivery, but in any case within 7 days after receipt of the delivery. In addition, the Client must investigate whether the quality and the delivered goods comply with the Agreement and that the products meet the requirements that apply to them in normal (trade) traffic.
2. The client is obliged to investigate how the product should be used and to test and/or use the product in accordance with the instructions for use. Viroteq does not accept any liability for incorrect use of the product by the Client, nor for incorrect advice from the Client to the clients of the Client.
3. Any visible defects or shortages must be reported in writing to Viroteq within 48 hours after delivery at the specified e-mail address, stating the invoice number. Invisible defects or shortages must be reported within 24 hours after the discovery, but no later than within a week after delivery. In the event of damage to the product due to improper handling by the Client itself, the Client itself is liable for any depreciation of the product.
4. The client is obliged to purchase and pay for the purchased items. If the Client wishes to return defective items, this will only be done with the prior written permission of Viroteq in the manner indicated by Viroteq.
5. Client is not entitled to a refund of monies already paid. Client can receive a replacement product.
6. If the Client exercises his right to complain, there is no right to suspend his payment obligation or to settle outstanding invoices.
7. In the absence of a complete delivery, and/or if one or more products are missing, and this is due to Viroteq, Viroteq will send the missing product(s) or cancel the remaining order following a request from the Client. The acknowledgment of receipt of the products is leading. Any damage suffered by the Client as a result of the different scope of the delivery cannot be recovered from Viroteq.
8. Complaint is not possible if the Client had incorrect or different expectations of the product concerned.

Article 20 — Warranty on Products

1. Viroteq does not guarantee any minor deviations from the Agreement in products, the specifications stated in the offer, usability and/or reliability of the products. But Viroteq strives to deliver the products without defects as much as possible.
2. Any guarantees only extend to what has been provided by the producer and applies during the specified warranty period which corresponds to the manufacturer’s warranty.
3. If the goods to be delivered do not meet these guarantees, Viroteq will replace the goods within a reasonable period of time after receipt thereof, or, if a return cannot reasonably be expected, written notice of the defect by the Client, at Viroteq’s discretion, or arrange for recovery. In the event of replacement, the Client already commits to return the replaced item to Viroteq and to provide the property to Viroteq.
4. The aforementioned guarantee does not apply if the defect has arisen as a result of improper or improper use or if, without written permission from Viroteq, the Client or third parties have made changes or attempted to make changes, or used the item for purposes for which the item is not intended, or used under abnormal circumstances. Damage as a result of using the product (without training) is entirely at the risk and expense of the Client.
5. Returning is only possible if the products are sealed and in new condition. It is solely up to Viroteq to assess this. The return costs are for the account of the Client.
6. If the guarantee provided by Viroteq relates to an item produced by a third party, the guarantee is limited to the guarantee provided by the producer of the item for it.
7. In the event of resale, the warranty will expire.

Article 21 — Delivery of Software

1. The Software is delivered in the state in which it is at the time of delivery (“as is”), therefore with all visible and invisible defects. Upon delivery to the Client, the Software applies as accepted by the Client, unless explicitly agreed otherwise. Viroteq does not guarantee that the Software will be adapted in time to changes in relevant laws and regulations.
2. Viroteq does not guarantee that the Software will function without errors and/or interruptions. Viroteq makes every effort to correct any errors in the Software within a reasonable period of time. The repair only relates to Software developed by Viroteq itself and the defects have been reported by the Client in time. Viroteq is entitled to postpone the recovery until a new version of the Software is put into use. Defects in the Software that have not been developed by Viroteq can be repaired in consultation for the account and risk of the Client.
3. Any guarantees are limited to what has been explicitly agreed in writing. Viroteq guarantees a sound and usual quality of the delivered goods during the guarantee period.
4. The Client can only rely on the guarantee given by Viroteq if the Client has fully complied with its payment obligations.
5. If the Client rightly invokes the guarantee, Viroteq is obliged to carry out a repair or replacement of the delivered goods free of charge. In addition, if there is any additional damage, the liability provisions of these general terms and conditions will apply.
6. The client must report the identified defect immediately, but no later than within 24 hours after the discovery of the defect, and in writing in detail to Viroteq in a manner that Viroteq is able to reproduce and repair the defects. The defect is reported at the moment that the Client of Viroteq provides confirmation of the notification to the Client.
7. The warranty does not cover the repair of corrupted or lost data. Viroteq is not obliged to restore this data. If agreed, Viroteq can provide reasonable cooperation, but is never responsible or obliged to repair any corrupted and/or lost data. Client must at all times take measures to prevent and limit disruptions, defects, mutilation and/or loss of data, whether or not based on information provided by Viroteq.
8. If a defect during the warranty period does not fall under the free repair, the Client must reimburse the relevant costs.
9. During the warranty period, the Client will only rely on this warranty provision and Viroteq will not be liable for any compensation that has arisen due to the defects found during the warranty period.
10. In the event that Software is delivered, only if explicit Implementation has been agreed upon will Viroteq install it at the Client and take care of the configuration, data conversion and setup. Any Implementation costs are invoiced separately.
11. Viroteq will make every effort to ensure the delivery of the Software in an optimum manner. If the delivery of the Software is nevertheless interrupted at any time, the Client is not entitled to (partial) reimbursement or discount or to settle and/or suspend its payment obligations towards Viroteq. The obligation of the Client to pay fees remains applicable, regardless of whether the Client and his Client or third parties engaged by the Client actually use the Software or Services.

Article 22 — Use of Software

1. Viroteq makes the Software available for use during the Agreement to the Client. The right of use is not exclusive, non-transferable, non-pledgeable and non-(sub)licensable. The right of use is limited to use by the Client and his own employees. Use by third parties is expressly prohibited. The Client is prohibited from renting, selling, alienating or granting limited rights to the software. The foregoing may be deviated from if explicitly laid down in the Agreement.
2. The Client must refrain from any form of unlawful use of the Software, or conduct that causes or may cause damage to the Services and/or enterprise of Viroteq.
3. If Viroteq discovers long-term or frequent infringements by the Client, Viroteq reserves the right to suspend the use of the Software. In the case of repeated violations, Viroteq has the right to terminate the Agreement with immediate effect and without notice, in which case the Client is not entitled to any reimbursement of monies already paid.
4. The Client’s right of use only contains the object code of the Software. The source code of the Software and any technical documentation is not made available to the Client. Client must strictly comply with the agreed restrictions.
5. In the event of changes, Viroteq may continue to perform the service with the changed version of the Software. Viroteq is never obliged to maintain, change or add certain functionalities and/or specific properties.

Article 23 — Transfer of Risk

The risk of theft and loss, misappropriation or damage of data, documents, software, data files and/or items that are used, made or delivered in the context of the execution of the Agreement, transfers to the Client at the moment when they are actually made available to the Client, or at the time of the installation and/or implementation of the Software. If and insofar as any damage has been caused to the Client, Viroteq is obliged to supply replacement Software at the cost of the data carriers. Reinstallation and/or implementation must take place at the agreed rate unless agreed otherwise.

Article 24 — Retention of Title

1. If Viroteq delivers goods to the Client, all goods delivered by Viroteq remain the property of Viroteq until the Client has complied with all of the following obligations arising from an Agreement concluded with Viroteq.
2. If the property has not been fully provided by Viroteq, the Client is not authorized to pledge the items that are subject to the retention of title or to encumber them in any other way.
3. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Client is obliged to inform Viroteq of this as soon as can reasonably be expected.
4. In the event that Viroteq wishes to exercise its ownership rights referred to in this article, the Client already gives Viroteq unconditional and irrevocable permission and authorization to enter all those places where the properties of Viroteq are located and to take those matters back.
5. The client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft if this has been explicitly agreed. Client must provide the policy of this insurance for inspection upon first request.
6. Viroteq has the right to retain possession of the goods purchased by the Client if the Client has not yet (fully) complied with its payment obligations, despite an obligation to transfer or issue Viroteq. After the Client has yet fulfilled its obligations, Viroteq will still deliver the goods to the Client as quickly as possible, but no later than within 7 working days.
7. Costs and other (consequential) damage as a result of keeping the purchased items under control are at the expense and risk of the Client and will be reimbursed by the Client at Viroteq’s first request.
8. Rights of use, if any, are granted or transferred to the Client on the condition that the Client has fully paid all the fees due from the Agreement concluded between the parties. If the parties have agreed on a periodic payment obligation of the Client for the granting of a right of use, the right of use shall accrue to the Client for as long as it meets its periodic payment obligation.

Article 25 — Prices and Payment

1. All prices are in principle exclusive of sales tax (VAT), unless agreed otherwise.
2. Viroteq performs its services in accordance with the agreed rates. The costs of the Services can be calculated afterwards on the basis of actual costs.
3. Travel time for the benefit of the Client, and travel-related costs are charged to the Client.
4. The Client is obliged to fully reimburse the costs of third parties deployed by Viroteq after the Client’s approval, unless expressly agreed otherwise.
5. The parties can agree that the Client must pay an advance. If an advance has been agreed upon, the Client must pay the advance before the implementation of the Agreement is commenced.
6. The client cannot derive any rights or expectations from a previously issued budget, unless the parties have explicitly agreed otherwise.
7. Viroteq is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are explicitly laid down in the Agreement.
8. The client must pay these costs as a lump sum, without settlement or suspension, within the specified payment period as stated on the invoice to the account number and data of Viroteq made known to it.
9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement become immediately due and payable.

Article 26 — Collection Policy

1. If the Client does not meet its payment obligation and has not complied with its obligation within the specified payment period, the Client will be in default by operation of law.
2. From the date that the Client is in default, Viroteq will be entitled to the statutory commercial interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated in accordance with the scale from the Decree reimbursement for extrajudicial collection costs from 1 July 2012.
3. If Viroteq has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The integral judicial and execution costs incurred are also at the expense of the Client.

Article 27 — Privacy, Data Processing and Security

1. Viroteq handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards. If requested, Viroteq will inform the person concerned about this. Questions about the processing of personal data and further information can be asked by e-mail at .
2. Client is responsible for the processing of data that is processed using a service from Viroteq. Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Viroteq against any (legal) claim relating to this data or the performance of the agreement.
3. If, pursuant to the agreement, Viroteq is to provide for the security of information, this security will meet the agreed specifications and a security level that, given the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 28 — Suspension and Termination

1. Viroteq has the right to retain the data, data files and more received or realized by it if the Client has not yet (fully) fulfilled its payment obligations. This right remains in full force if a justified reason for Viroteq arises, which justifies suspension in that case.
2. Viroteq is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the agreement, including late payment of its invoices. The suspension will immediately be confirmed in writing to the Client.
3. In that case Viroteq is not liable for damage, for whatever reason, as a result of the suspension of its activities.
4. The suspension (and/or termination) does not affect the payment obligations of the Client for work already carried out. In addition, the Client is obliged to compensate Viroteq for any financial loss that Viroteq suffers as a result of the Client’s default.

Article 29 — Force Majeure

1. Viroteq is not liable if, due to a force majeure situation, it is unable to meet its obligations under the agreement.
2. Force majeure on the part of Viroteq is in any case understood, but is not limited to: (i) force majeure of suppliers of Viroteq, (ii) failure to properly fulfill the obligations of suppliers that have been provided to Viroteq by the Client or its third parties prescribed or recommended, (iii) defective software or any third parties involved in the performance of the service, (iv) government measures, (v) failure of electricity, internet, data network and/or telecommunication facilities, (vi) illness of employees of Viroteq or its consultants and (vii) other situations that, in Viroteq’s opinion, fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
3. In the event of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. All costs incurred prior to the termination of the Agreement will in that case be paid by the Client. Viroteq is not obliged to compensate the Client for any losses caused by such a revocation.

Article 30 — Limitation of Liability

1. If any result recorded in the Agreement is not achieved, a shortcoming on the part of Viroteq will only be deemed to exist if Viroteq has explicitly promised this result when accepting the Agreement.
2. If Viroteq is accountable for a shortcoming, Viroteq is only obliged to pay any compensation if the Client has given Viroteq a notice of default within 14 days after the discovery of the shortcoming and Viroteq has not subsequently rectified this shortcoming within a reasonable period. The notice of default must be submitted in writing and contains such an accurate description/substantiation of the shortcoming, so that Viroteq is able to respond adequately.
3. If the provision of services by Viroteq leads to Viroteq’s liability, that liability is limited to the total amount invoiced under the Agreement, but only with regard to the direct damage suffered by the Client, unless the damage results from intent or gross negligence on the part of Viroteq. Direct damage means: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of damage, direct damage, liability and the method of repair.
4. Viroteq explicitly excludes all liability for consequential damage. Viroteq is not liable for consequential damage, indirect damage, loss of profits, loss of profit and/or loss, missed savings, damage due to business stagnation, capital losses, delay damage, interest damage and immaterial damage.
5. The Client indemnifies Viroteq against all claims from third parties as a result of a defect as a result of a service provided by the Client to a third party and also consisted of Services provided by Viroteq, unless the Client can demonstrate that the damage was caused exclusively by the service from Viroteq.
6. Any advice provided by Viroteq, based on incomplete and/or incorrect information provided by the Client, is never a ground for Viroteq’s liability.
7. The content of the delivered advice from Viroteq is not binding and only advisory in nature. The Client decides for itself and under its own responsibility whether it will follow Viroteq’s proposals and advice. All consequences arising from the follow-up of the advice are for the account and risk of the Client. Client is at all times free to make its own choices that deviate from the advice delivered by Viroteq. Viroteq is not bound by any form of refund if this is the case.
8. If a third party is engaged by or on behalf of the Client, Viroteq is never liable for the actions and advice of the third party engaged by the Client as well as the processing of the results (of drawn up advice) of the third party engaged by the Client in Viroteq’s own advice.
9. Viroteq does not guarantee the correct and complete transfer of the content of an e-mail sent by/on behalf of Viroteq, nor for the timely receipt thereof.
10. All claims of the Client for failing on the part of Viroteq lapse if they have not been notified to Viroteq in writing and with reasons, within one year after the Client was known or could reasonably have been aware of the facts on which it bases its claims. Viroteq’s liability expires one year after the termination of the Agreement between the parties.

Article 31 — Confidentiality

1. Viroteq and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. The confidentiality ensues from the assignment and must also be assumed if it can reasonably be expected that the information is confidential. Confidentiality does not apply if the information in question is already publicly/generally known, the information is not confidential and/or the information has not been disclosed to the Client by Viroteq during the Agreement and/or has been obtained by Viroteq in another way.
2. In particular, confidentiality relates to advice, reports, designs, working methods and/or reporting drawn up by Viroteq regarding the Client’s assignment. The Client is expressly prohibited from sharing its content with employees who are not authorized to take cognizance of this and with (unauthorized) third parties. Furthermore, Viroteq always takes the necessary care when dealing with all business-sensitive information provided by the Client.
3. If Viroteq is required by law or competent court or third party indicated by law or competent court or on the basis of a legal provision or a court ruling, Viroteq cannot rely on a right of non-disclosure, Viroteq is not obliged to compensation and does not give the Client grounds for termination of the Agreement.
4. For the transfer or distribution of information to third parties and/or the publication of statements, advice or productions provided by Viroteq to third parties, Viroteq’s written permission is required, unless such permission has been explicitly agreed in advance. The Client will indemnify Viroteq against all claims from such third parties as a result of relying on such information that was distributed without Viroteq’s written permission.
5. The confidentiality obligation also imposes on Viroteq and the Client the third parties to be engaged by them.

Article 32 — Intellectual Property Rights

1. All IP rights and copyrights of Viroteq, including in any case, but not limited to all designs, models, reports and advice, rest exclusively with Viroteq and will not be transferred to the Client unless explicitly agreed otherwise.
2. If it has been agreed that one or more of the aforementioned items or works from Viroteq will be transferred to the Client, Viroteq is entitled to conclude a separate Agreement for this and to demand appropriate financial compensation from the Client. Such compensation must be paid by the Client before it acquires the relevant items or works with the IP rights attached to them.
3. The Client is prohibited from disclosing and/or multiplying, changing or making available to third parties (including commercial purposes) all documents and software on which the IP rights and copyrights of Viroteq are valid without prior express written permission from Viroteq. If the Client wishes to make changes to items delivered by Viroteq, Viroteq must give explicit approval for the intended changes.
4. The Client is forbidden to use the goods and documents on which the intellectual property rights of Viroteq rest other than agreed in the Agreement.
5. Parties will inform each other and take joint measures if there is an infringement of IP rights.

Article 33 — Safeguarding and Accuracy of Information

1. Client is responsible for the accuracy, reliability and completeness of all data, information, documents and/or documents, in whatever form it provides to Viroteq in the context of an Agreement, as well as for the data that it provides from third parties has received and which have been provided to Viroteq for the performance of the Service.
2. The client indemnifies Viroteq against any liability arising from the failure or late fulfillment of the obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and/or documents.
3. The Client indemnifies Viroteq against all claims from the Client and third parties engaged by it or working under it, as well as from clients of the Client, based on the failure to (timely) obtain any subsidies and/or permissions required for the implementation of the Agreement.
4. The Client indemnifies Viroteq against all third-party claims arising from the work performed for the Client, including but not limited to intellectual property rights to the data and information provided by the Client that can be used in the performance of the agreement and/or the acts or omissions of the Client towards third parties.
5. If the Client provides Viroteq with electronic files, software or data carriers, the Client guarantees that these are free of viruses and defects.

Article 34 — Complaints

1. If the Client is not satisfied with the service provided by Viroteq or has any other complaints about the performance of its assignment, the Client is obliged to report these complaints as soon as possible, but no later than 7 calendar days after the relevant reason that led to the complaint. Complaints can be reported orally or in writing via the website contact form with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Client for Viroteq to be able to handle the complaint.
3. Viroteq will respond to the complaint as quickly as possible, but no later than within 7 calendar days after receipt of the complaint.
4. Parties will try to find a joint solution.

Article 35 — Applicable Law

1. The legal relationship between Viroteq and the Client is governed by Dutch law.
2. Viroteq has the right to change these general terms and conditions and will inform the Client thereof.
3. In the case of translations of these general terms and conditions, the Dutch version shall prevail.
4. All disputes, arising from or as a result of the agreement between Viroteq and the Client, will be settled by the competent court of the Court of Midden-Nederland, location Utrecht, unless provisions of mandatory law designate another competent court.

Viroteq B.V. — Holandse kade 19, 1391JD Abcoude, The Netherlands — Chamber of Commerce 74470558