General Terms and Conditions

1.1 These general terms and conditions apply to all offers and agreements between HOIST IT and the customer under which HOIST IT provides services to the customer. The applicability of the customer’s purchase conditions or other conditions is expressly rejected.

1.2 If HOIST IT makes third-party products or services available to the customer, or provides access thereto, the (licence or sales) terms and conditions of the relevant third parties apply to those products or services, provided that HOIST IT has informed the customer of the applicability of those third-party terms and has offered a reasonable opportunity to take notice of them.

1.3 If any provision of these general terms and conditions is null and void or is set aside, the remaining provisions remain in force. In that case, HOIST IT and the customer will consult to agree replacement provisions that, as far as possible, have the same purpose and effect.

2.1 If agreements between the parties conflict, these general terms and conditions take precedence. This does not apply if the agreement explicitly provides otherwise in writing.

2.2 If there is a conflict between these general terms and conditions and any accompanying modules, these general terms and conditions prevail, unless the relevant module explicitly deviates from these general terms and conditions. A deviation is explicit only if the module refers to a specific article in these general terms and states that it deviates from it.

2.3 Articles 2.1 and 2.2 do not affect the precedence of third-party terms as referred to in Article 1.2.

3.1 All offers and other statements by HOIST IT are without obligation, unless HOIST IT has indicated otherwise in writing.

3.2 The customer warrants the accuracy and completeness of the data provided by or on behalf of the customer to HOIST IT on which HOIST IT based its offer, except in the case of obvious typographical errors.

4.1 All prices are exclusive of VAT and any other government levies.

4.2 All prices stated by HOIST IT are in euros and the customer must pay in euros.

4.3 The customer cannot derive any rights from a cost estimate or budget issued by HOIST IT, unless the parties have agreed otherwise in writing.

4.4 If the customer consists of multiple natural persons and/or legal entities, each of them is jointly and severally liable vis-à-vis HOIST IT for performance of the agreement.

4.5 HOIST IT’s administration is leading in determining the amounts owed by the customer and constitutes evidence of the services performed. The customer may provide counterevidence.

4.6 HOIST IT is entitled to increase its rates annually by the index figure for “Cao-lonen per uur, inclusief bijzondere beloningen, zakelijke dienstverlening (M-N)” (collective labour agreement wages per hour, incl. special remuneration, business services (M-N)), as determined by Statistics Netherlands (CBS). This index figure is determined annually in October, based on the first published figure for September of the current year and the year-on-year development in September. HOIST IT will communicate rate increases in time.

4.6.1 If the customer does not agree to the adjustment, the customer may terminate the agreement in writing within thirty (30) days after notification of the adjustment, effective as of the date on which the new prices and/or rates would take effect.

4.7 Payment must be made within thirty (30) calendar days after the invoice date. This is a strict (fatal) term.

4.8 The customer may not suspend payments or set off amounts without HOIST IT’s prior written consent.

4.9 If the customer fails to pay on time, the customer owes statutory commercial interest (wettelijke rente voor handelsovereenkomsten) on the outstanding amount, without any notice of default being required.

4.10 If HOIST IT must hand over the claim for collection, the customer must, in addition to the amounts due, reimburse all reasonable judicial and extrajudicial costs.

4.11 If no payment schedule has been agreed, all fees are due monthly in arrears.

5.1 If the agreement is a continuing performance agreement, it is entered into for the agreed term; if no term is agreed, the term is one (1) year.

5.2 A fixed-term agreement is tacitly renewed each time for the originally agreed period, with a maximum renewal of one (1) year.

5.2.1 This does not apply if the customer and/or HOIST IT terminates the agreement in writing, observing a notice period of three (3) months before the end of the relevant period.

6.1 The parties will treat information/data provided to each other as confidential.

6.1.1 This does not apply if disclosure to a third party is necessary due to: a. a court decision; b. a statutory provision; c. a legally issued order from a government authority; or d. for the proper performance of the agreement.

6.1.2 The receiving party will use confidential information only for the purpose for which it was provided.

6.1.3 Information is in any event considered confidential if one of the parties has designated it as such. If there is doubt as to confidentiality, the parties will consult.

6.2 The customer acknowledges that software made available by or through HOIST IT always has a confidential character.

6.3 The party that breaches the confidentiality obligation in Article 6.1 owes the other party an immediately due and payable contractual penalty of € 25,000 per violation.

6.3.1 The total penalties due under the agreement will never exceed € 250,000.

6.3.2 Default occurs immediately, without any notice of default or demand being required.

7.1 To the extent HOIST IT processes personal data in the context of the agreement on behalf of the customer, the parties will, in accordance with the GDPR, set out arrangements for such processing in a data processing agreement.

7.2 The parties will comply with applicable laws and regulations regarding the protection of personal data.

7.3 If HOIST IT performs activities relating to data of the customer, its employees or users, all costs associated with such activities may be charged to the customer.

7.4 Responsibility for the data processed by the customer using a HOIST IT service rests with the customer.

8.1 In performing its services, HOIST IT will apply a generally (IT-related) market-conform security level, taking into account the state of the art, implementation costs, and the nature, scope and context of the information to be protected known to HOIST IT. HOIST IT does not guarantee that information security will be effective under all circumstances.

8.2 Access/identification codes, certificates or other security means provided by or on behalf of HOIST IT to the customer are confidential and may only be disclosed by the customer to authorised staff within its own organisation.

8.2.1 HOIST IT may change assigned access/identification codes and certificates.

8.2.2 The customer is responsible for authorisation management and for issuing and timely revoking access and identification codes.

8.3 If security or testing relates to software, equipment or infrastructure not supplied by HOIST IT, the customer warrants that all necessary licences or approvals have been obtained to allow the services to be performed.

8.3.1 HOIST IT is not liable for damage arising in connection with the performance of such services.

8.3.2 The customer indemnifies HOIST IT against any legal claim of whatever nature in connection with the performance of such services.

8.4 HOIST IT may adjust security measures from time to time if necessary due to changing circumstances. The customer will be informed.

8.5 The customer shall adequately secure and keep secured its systems and infrastructure.

8.6 HOIST IT may give security instructions intended to prevent or minimise incidents or the consequences of incidents that may affect security.

8.6.1 The responsibility to follow up (in time) rests with the customer.

8.6.2 HOIST IT is not liable for damage if the customer does not follow such instructions, or does not do so in time.

8.6.3 The customer indemnifies HOIST IT for all damage resulting from failing to follow such instructions or failing to do so in time.

8.7 HOIST IT is at all times permitted to implement technical and organisational measures in respect of anything to which the customer is granted access (directly or indirectly).

8.7.1 Article 8.7 also applies where a limitation of scope or duration of use has been agreed.

8.7.2 The customer shall not remove or circumvent such technical measures (or have them removed/circumvented).

8.8 To the extent services are performed at the customer’s premises, HOIST IT will instruct its staff to observe the security procedures and house rules indicated by the customer.

9.1 All items delivered to the customer remain the property of HOIST IT until all amounts owed by the customer to HOIST IT have been paid in full.

9.2 HOIST IT may retain data, documents, software and/or data files received or produced under the agreement, despite an obligation to deliver or transfer them, until the customer has paid all amounts owed to HOIST IT.

10.1 The risk of loss, theft, misappropriation or damage of items, data (including usernames, codes and passwords), documents, software or data files that are produced for, delivered to or used by the customer in the performance of the agreement transfers to the customer at the moment these are placed under the actual control of the customer or an auxiliary person of the customer.

11.1 Unless agreed otherwise in writing, all rights, title and ownership of intellectual property developed or made available to the customer under the agreement remain with HOIST IT and its licensors, regardless of any fee paid by the customer.

11.2 Unless agreed otherwise in writing, all rights, title and ownership of the customer’s intellectual property remain with the customer.

11.2.1 To the extent necessary for performance of the agreement, the customer grants HOIST IT, for the term of the agreement, a free of charge, non-exclusive, non-transferable, sublicensable and worldwide licence to use, edit, adapt, reproduce and translate such intellectual property solely within the scope of the agreed services.

11.3 “Intellectual property” in these general terms means all intellectual property rights in the broadest sense, including but not limited to software, websites, databases, equipment, drawings, models, copyrights, documentation, analyses, designs, reports, studies, works and databases, methods, know-how, concepts, patents and other developments, whether registered or not.

11.4 To the extent HOIST IT uses its own intellectual property in performing the agreement and to the extent necessary for internal use of the result of the agreement, HOIST IT grants the customer, for the term of the agreement, a non-exclusive right to use the results internally for the purpose for which they were provided; this right is non-transferable, non-pledgeable and non-sublicensable.

11.5 If the parties agree in the agreement that there is custom software, the right referred to in Article 11.3 also includes the right to load, execute and further develop the source code for the customer’s own business processes, provided that there is no commercial exploitation towards third parties.

11.6 If the customer wishes certain intellectual property rights to vest in the customer, the customer may indicate in writing prior to delivery that it wishes to obtain those rights.

11.6.1 The parties will then consult about the possibilities (or impossibilities) of the transfer. HOIST IT is not obliged to commit to a transfer of any intellectual property right. A transfer is valid only if recorded in writing.

11.6.2 If the parties agree in writing that an intellectual property right transfers to the customer, HOIST IT retains: a. the right and ability to use and/or exploit, without restriction and for any purpose, the underlying components, designs, algorithms, documentation, works, protocols, standards and the like; for itself or for third parties; b. the right to use and/or exploit, without restriction and for any purpose, the general principles, ideas and programming languages used for creating or underlying any work; for itself or for third parties; c. the right to carry out developments for itself or for a third party that are similar to or derived from those done or to be done for the customer.

11.7 At the customer’s request, the parties may enter into an escrow agreement and agree that HOIST IT deposits (a copy of) the source code with an independent third party so that the customer may (have it) used independently if one or more conditions specified in the escrow agreement are met.

11.7.1 Such an agreement will comply with what is customary in the Dutch market at the time it is concluded.

11.7.2 Unless agreed otherwise in writing, all costs of this arrangement are borne by the customer.

11.8 The customer accepts that HOIST IT may use and/or integrate open-source software in the services.

11.8.1 Open-source components remain subject to their respective open-source licences.

11.8.2 HOIST IT will inform the customer about the open-source software used and any relevant licence terms that may apply to the customer’s use.

11.9 The customer shall not remove or change (or have removed/changed) any indications regarding confidentiality, copyrights, trademarks, trade names or any other intellectual property right from the software, websites, databases, equipment or materials.

11.10 HOIST IT warrants that software, websites, databases, equipment and other materials developed by HOIST IT itself do not infringe third-party rights.

11.10.1 HOIST IT indemnifies the customer against any claim based on such infringement, provided that the customer informs HOIST IT in writing without unreasonable delay of the existence and content of the claim and leaves the handling of the matter, including any settlements, entirely to HOIST IT. The customer will provide the necessary authorisations, information and cooperation to enable HOIST IT to defend against such claims.

11.10.2 The indemnification obligation lapses to the extent the alleged infringement results from: a. materials provided by the customer to HOIST IT; or b. modifications made by the customer (or on its behalf) without HOIST IT’s written consent to the software, websites, databases, equipment or other works or materials.

11.10.3 If it becomes irrevocably established in court that software, websites, databases, equipment and other materials developed by HOIST IT infringe a third party’s intellectual property right, or if in HOIST IT’s opinion there is a reasonable chance that such infringement will occur, HOIST IT will, at its discretion: a. ensure that the customer can continue using what was delivered; b. modify what was delivered so that it no longer infringes a third party’s intellectual property rights; or c. replace what was delivered with an equivalent alternative.

11.10.4 Any other or further indemnification obligation of HOIST IT or obligation to pay damages beyond Article 11.10.3 is excluded.

11.11 The customer warrants that no third-party rights prevent the customer from making equipment, software, website materials, databases and/or other materials, designs and/or works available to HOIST IT for the purpose of use, maintenance, editing, installation or integration, including having the correct licences.

11.11.1 The customer indemnifies HOIST IT against any third-party claim based on the assertion that such making available, use, maintenance, editing, installation or integration infringes any right of that third party.

11.12 HOIST IT is not required to perform data conversion unless the parties agree this in writing.

11.13 HOIST IT may use the customer’s trademark, logo or name in its external communications, unless the customer objects to this in writing in advance.

12.1 HOIST IT will use reasonable efforts to perform the services with due care, in accordance with written agreements and procedures agreed with the customer.

12.2 All HOIST IT services are performed on a best-efforts basis, except where a result has been agreed with sufficient specificity in the agreement.

12.3 If the agreement was entered into with a view to performance by a specific person, HOIST IT may replace that person with one or more persons with the same and/or similar qualifications. Article 7:404 Dutch Civil Code is excluded.

12.4 HOIST IT is not obliged to follow the customer’s instructions in performing its services.

12.4.1 This applies in particular to instructions that change or expand the content or scope of the agreed services.

12.4.2 If instructions as referred to in Article 12.4.1 are followed, the associated work will be charged at HOIST IT’s usual rates.

12.5 HOIST IT performs advisory and consultancy services fully independently, at its own discretion and not under the customer’s supervision and direction.

12.6 HOIST IT is not bound by a lead time for assignments involving advisory and consultancy services.

12.7 HOIST IT’s services are performed only during HOIST IT’s customary working days and hours.

12.8 The use made by the customer of advice and/or consultancy reports issued by HOIST IT is at the customer’s own risk.

12.8.1 The burden of proof that the advisory and consultancy services (or the manner of performance) do not meet what was agreed or what may be expected from a reasonably competent service provider rests with the customer.

12.8.2 HOIST IT is entitled to provide counterevidence by all means.

12.9 Without HOIST IT’s prior written consent, the customer may not make any statement to a third party about HOIST IT’s approach, methods and techniques and/or the content of HOIST IT’s advice or reports.

12.10 The customer shall not provide HOIST IT’s advice or reports to third parties or otherwise make them public.

13.1 The parties acknowledge that good and timely cooperation is essential for performance of the agreement.

13.2 The customer warrants the accuracy and completeness of the information provided to HOIST IT.

13.2.1 If the information provided by the customer contains inaccuracies that are apparent to HOIST IT, HOIST IT will ask the customer for clarification.

13.3 The customer appoints contact person(s) for the duration of HOIST IT’s work who have the necessary experience, specific subject-matter knowledge and insight into the objectives desired by the customer.

13.4 The customer bears responsibility and risk for selecting the items, goods and/or services to be provided by HOIST IT.

13.5 If the customer deploys staff and/or auxiliary persons in performing the agreement, such staff and auxiliary persons have the necessary knowledge and experience.

13.6 If HOIST IT staff performs work at the customer’s location, the customer will timely and free of charge provide the necessary facilities.

13.6.1 HOIST IT is not liable for damage or costs due to transmission errors, malfunctions or unavailability of such facilities, unless the customer proves that such damage or costs are the result of intent or wilful recklessness on the part of HOIST IT.

13.7 The workspace and facilities referred to in Article 13.6 will meet all legal requirements.

13.7.1 The customer indemnifies HOIST IT against claims by third parties, including HOIST IT staff, who suffer damage in connection with performance of the agreement as a result of acts or omissions of the customer or unsafe situations in the customer’s organisation.

13.7.2 The customer will inform HOIST IT staff of the house rules, information rules and security rules applicable within its organisation prior to commencement of the work.

13.8 The customer is responsible for management (including checking settings), use of the services performed by HOIST IT, and how results of the services are deployed.

13.8.1 The customer is also responsible for instructions to, and use by, users.

13.9 The customer itself provides the required equipment, infrastructure and supporting software, and will install, configure, parameterise and tune the necessary (auxiliary) software on its own equipment, and, if needed, adjust and keep up to date the equipment, auxiliary software and usage environment and achieve the interoperability desired by the customer.

14.1 HOIST IT will use reasonable efforts to meet agreed delivery times and/or delivery dates. Such time limits are indicative.

14.2 If a time limit or date is at risk of being exceeded, HOIST IT and the customer will consult to discuss the consequences for further planning.

14.3 Before default due to exceeding a time limit can occur, the customer must put HOIST IT in default in writing and grant HOIST IT a reasonable period to remedy the breach.

14.4 HOIST IT sometimes performs services based on an iterative development method (e.g., Agile or Scrum). The customer understands that work is therefore not performed on the basis of fully elaborated specifications in advance. During performance, the parties may adjust these specifications by mutual agreement, observing the project management approach associated with the method.

14.4.1 If performance has been agreed to take place in phases, HOIST IT may postpone the start of work for a phase until the customer has approved in writing the results of the preceding phase. The customer will not unreasonably delay approval.

14.5 An agreed time limit or delivery date lapses if, during performance, the content or scope of the agreement changes, or if the customer does not perform its obligations (on time).

15.1 Either party may dissolve the agreement only if the other party, after a written notice of default granting a reasonable period to remedy, fails to remedy within that reasonable period.

15.2 The customer remains obliged to pay for work performed by HOIST IT up to dissolution (no obligation of restitution applies). Amounts relating thereto become immediately due and payable upon dissolution.

15.3 If an agreement that does not end by completion is entered into for an indefinite period, either party may terminate it in writing after proper consultation and stating reasons.

15.3.1 If no notice period has been agreed, a notice period of three (3) calendar months applies.

15.3.2 The parties will not owe any damages due to such termination.

15.4 Unless agreed otherwise in the agreement, the customer may not terminate an assignment agreement entered into for a fixed period, or an agreement that ends by completion, prematurely.

15.5 Either party may terminate the agreement in whole or in part with immediate effect in writing, without notice of default, if the other party: a. is granted a (provisional) suspension of payments; b. has a petition for bankruptcy filed against it; c. has its business liquidated or discontinued other than for the purpose of reconstruction or merger of businesses.

15.6 HOIST IT may terminate the agreement in whole or in part with immediate effect in writing, without notice of default, if decisive control over the customer’s business changes directly or indirectly.

15.7 HOIST IT is not obliged to refund any amounts received or pay any damages due to termination under Articles 15.5 and 15.6.

15.8 If the customer is irrevocably declared bankrupt, the customer’s right to use the software, websites, etc., and the customer’s right of access to and/or use of HOIST IT’s services ends automatically, without any termination act by HOIST IT being required.

16.1 If a party fails to perform an obligation, the other party may put it in default, granting a reasonable period for performance. If performance still does not occur, the defaulting party is in default.

16.1.1 A notice of default is not required if performance is subject to a strict time limit, or if from a statement or attitude it must be inferred that the other party will fail to perform.

16.1.2 The party that fails to perform is liable for the damage suffered/to be suffered by the other party, subject to the limitations in this article, unless the breach cannot be attributed to it.

16.2 The customer’s total liability towards HOIST IT for breaches in performance of the agreement is limited to € 500,000 (five hundred thousand euros).

16.2.1 The customer will ensure it is adequately and market-conform insured.

16.3 HOIST IT’s total liability for breaches in performance of the agreement or on any legal ground whatsoever, including any breach of an agreed warranty or indemnity obligation, is limited to € 500,000 (five hundred thousand euros).

16.3.1 HOIST IT will ensure it is adequately and market-conform insured.

16.3.2 If an event causes damage to multiple parties, HOIST IT’s liability will be distributed among the affected parties in proportion to contract value, subject to the other agreed arrangements in these general terms.

16.3.3 HOIST IT will never pay out more than covered by its insurance, unless the damage cannot reasonably be covered by insurance or denial of coverage is the result of intent or wilful recklessness of HOIST IT.

16.4 HOIST IT’s liability is limited to compensation of direct damages.

16.4.1 Direct damages mean only damages that are the immediate and direct result of HOIST IT’s breach. This does not include: damage of third parties, loss of use, loss of data and access to systems, loss of profit, loss of production or turnover of the customer or third parties, any other consequential damage, and what is listed in Article 16.5.

16.4.2 Direct damages are limited to a maximum of the price agreed for the agreement (excluding VAT). If the agreement is primarily a continuing performance agreement with a term exceeding one (1) year, the agreed price is deemed to be the total fees (excluding VAT) for one (1) year.

16.5 HOIST IT is not liable for indirect damages, consequential damages, loss of profit, missed savings, reduced goodwill, business interruption damages, damage due to claims by the customer’s customers, damage related to the use of items/materials/third-party software prescribed by the customer, and damage related to engaging suppliers prescribed by the customer.

16.5.1 Indirect damages mean all damages that are not direct damages.

16.5.2 HOIST IT is also not liable for damage related to corruption, destruction or loss of data or documents.

16.6 Damages due to death, bodily injury, or material damage to property are limited to € 1,250,000 (one million two hundred and fifty thousand euros).

16.7 The exclusions and limitations in Articles 16.2 through 16.6 do not apply if the damage is the result of intent or wilful recklessness.

16.8 Unless performance by HOIST IT is permanently impossible, HOIST IT is liable for an attributable breach only if the customer, without unreasonable delay, puts HOIST IT in default in writing, granting a reasonable period to cure, and HOIST IT fails to cure within that period.

16.9 A condition for any right to damages is that the customer reports the damage to HOIST IT in writing as soon as possible after it arises.

16.9.1 Any claim for damages against HOIST IT lapses by the mere passage of twenty-four (24) months after the claim arose, unless the customer has instituted legal proceedings for compensation before that period expires.

16.10 The customer indemnifies HOIST IT against all third-party product liability claims resulting from a defect in a product or system delivered by the customer to a third party that partly consisted of equipment, software or other materials supplied by HOIST IT, unless and insofar as the customer proves that the damage was caused by that equipment, software or other materials.

16.11 HOIST IT is not liable for damage or costs resulting from use or misuse of access/identification codes, certificates or other security means, unless the misuse is the direct result of intent or wilful recklessness.

16.12 This article, and all other limitations and exclusions of liability in these general terms, also apply for the benefit of all (legal) persons engaged by HOIST IT and its suppliers in performing the agreement.

17.1 The parties are not obliged to perform any obligation, including statutory and/or agreed warranty obligations, if prevented from doing so by force majeure.

17.2 Force majeure on the part of HOIST IT includes, among other things: (i) force majeure of HOIST IT’s suppliers, (ii) failure of suppliers prescribed by the customer to properly perform their obligations, (iii) defects in items, equipment, software or materials of third parties prescribed by the customer, (iv) government measures, (v) power outages, (vi) failures of internet, data network or telecom facilities, (vii) (cyber)crime, (cyber)vandalism, war or terrorism, (viii) general transport problems, (ix) natural disasters and pandemics, (x) illness of HOIST IT staff, (xi) simultaneous prolonged absence of all directors of HOIST IT.

17.3 If a force majeure situation lasts longer than sixty (60) days, either party has the right to dissolve the agreement in writing.

17.3.1 What has already been performed under the agreement will then be settled proportionally, without further obligations or damages being owed by either party.

17.4 Delay caused by suppliers, subcontractors or auxiliary persons of the customer does not constitute force majeure on the part of the customer, unless it is shown that the delay is the result of force majeure at that third party.

17.4.1 In that case, the customer will notify HOIST IT in writing within ten (10) working days: a. which third party is causing the delay; b. what the cause is; c. what measures have been taken; and d. what alternative is being investigated.

17.4.2 HOIST IT will make reasonable efforts, within its possibilities, to take mitigating measures to resume or adapt its services as soon as reasonably possible.

17.4.2.1 Any (strict) time limits applicable to HOIST IT shift automatically by the duration of the delay plus a reasonable restart period of ten (10) working days.

17.4.2.2 These circumstances do not entitle the customer to discounts, damages or penalties.

17.4.2.3 Any additional work or costs resulting from delay by the third party will be charged to the customer.

17.4.3 If the delay continues longer than ninety (90) days and joint mitigating measures demonstrably have not led to a solution, either party has the right to terminate the associated part of the agreement.

18.1 Service level agreements apply only if agreed in writing.

18.2 The customer will inform HOIST IT without unreasonable delay of all circumstances that affect or may affect service levels and availability.

18.3 If service levels have been agreed, availability is measured in a manner that excludes downtime announced in advance for preventive, corrective or adaptive maintenance or other service, and circumstances outside HOIST IT’s control.

18.3.1 The availability measured by HOIST IT constitutes full proof, unless the customer provides counterevidence.

19.1 If making backups of the customer’s data is part of the agreed services, HOIST IT will make a full backup of the customer’s data in its possession in accordance with the periods agreed in writing, or—if none—once per week.

19.1.1 If no retention period is agreed, HOIST IT retains the backup for its customary period. HOIST IT stores backups with due care.

19.2 The customer remains responsible for compliance with any statutory administrative and retention obligations applicable to it.

20.1 If, at the customer’s request or with the customer’s prior consent, HOIST IT performs work or other services outside the original agreements, such work will be charged at the agreed rates.

20.1.1 If no rates have been agreed, HOIST IT’s usual rates apply.

20.1.2 If a fixed price has been agreed, HOIST IT will inform the customer, at the customer’s request, of the financial consequences of the additional work/services.

20.1.3 HOIST IT is not obliged to comply with such a request and may require that written agreements are made first.

20.2 The customer understands that changes and additional work may lead to adjustments of previously agreed delivery times and dates. The new time limits indicated by HOIST IT replace the earlier ones.

21.1 The customer may not sell or transfer rights and obligations under an agreement to a third party without HOIST IT’s prior written consent. HOIST IT will not withhold consent on unreasonable grounds.

21.2 The customer may not pledge rights and obligations under the agreement to a third party without HOIST IT’s prior written consent, except for monetary claims as referred to in the Dutch Act on the abolition of prohibitions on pledges/assignments (Wet opheffing verpandingsverboden). For such monetary claims, a contractual prohibition or restriction on assignment/pledge has no effect.

21.3 HOIST IT may sell, transfer or pledge its claims for payment of fees to a third party.

22.1 If the agreement ends (early) for any reason, HOIST IT will, at the customer’s first request, provide all reasonable cooperation necessary to enable a new party (transition) or the customer itself (re-transition) to take over the agreement without obstruction and/or to provide comparable services to the customer.

22.1.1 If the customer so wishes, HOIST IT will, at the customer’s request, participate in consultations with a successor party.

22.1.2 These activities will be performed at the rates agreed in the agreement, or—if none—at HOIST IT’s usual rates.

23.1 Dutch law applies to agreements between HOIST IT and the customer and to all legal relationships arising therefrom or related thereto. The 1980 Vienna Sales Convention (CISG) does not apply.

23.2 If a dispute cannot be resolved by the directly involved employees, either party may submit the dispute in writing to the management of both parties. The management will then consult within a reasonable period to attempt in good faith to reach a solution.

23.3 All disputes arising from or related to agreements between HOIST IT and the customer, including disputes about existence, validity or termination, will be submitted to the competent court in the district of Gelderland, location Arnhem.