GENERAL CONDITIONS OF HPS Group B.V.

General sales conditions of HPS Group B.V., situated in Oss, (Chamber of Commerce number 17265706).

MODULE: GENERAL STIPULATIONS

Article 1 – Applicability

1.1 In these general conditions ‘HPS’ refers to HPS Group B.V. and all its associated (legal) persons and companies that use these general conditions with the consent of HPS, and the (legal) persons and companies at whom an offer is addressed and/or with whom an agreement has been or will be reached.

1.2 The general conditions are applicable to all advice by, offers from, assignments to, and agreements with HPS. If the module ‘General Stipulations’ is inconsistent or incompatible with the specific module(s) in any way, the relevant specific module(s) shall prevail. Only deviations from these general conditions agreed to by HPS in writing will be valid. General conditions of the client are not applicable to offers from and agreements with HPS.

1.3 The invalidity or nullification of one or more stipulations of these general conditions does not influence the applicability of the remaining stipulations of these general conditions. HPS and the client shall confer to replace invalid or nullified stipulations of these general conditions with stipulations that adhere to the purpose and the intent of the invalid or nullified stipulations as much as possible.

1.4 In these general conditions, the term ‘goods’ shall in any case, but not exclusively, refer to hardware and software.

Article 2 – Offer and Agreement

2.1 An offer from HPS is made free of obligations and can be revoked, cancelled, or altered by HPS within 7 calendar days after HPS’s examination of the receipt of its offer. Errors or omissions occurring in an offer, or regulations or advice provided by HPS as part of an offer, and – general – information that is not solely addressed to the client, do not bind HPS.

2.2 In case HPS has made an offer, an agreement between HPS and the client is initially concluded by the client unconditionally accepting the HPS offer or by HPS executing an assignment of the client. Only the HPS offer or the HPS invoice for the execution of the order are deemed to represent the content of the agreement correctly.

2.3 If no offer is made by HPS, an agreement is initially concluded through a written acceptance or the execution of an order of the client by HPS. Only the written acceptance of the HPS order or the HPS invoice for the execution of the order are deemed to represent the content of the agreement correctly.

2.4 Alterations of and/or additions to the agreement by the client are only valid after those alterations and/or additions are agreed to by HPS and the client in writing.

2.5 The client only has the right to cancel the agreement if it is agreed to in writing or if the client derives the right from compulsory applicable legislation. If the client (lawfully) cancels the agreement, the client is obliged to return delivered goods and rights under the agreement at the same time, to terminate execution of the agreement conferred rights at the same time, and to repay expenses made by HPS in connection with the offer, the conclusion and the execution of the agreement to HPS.

2.6 HPS has the right to unilaterally alter the offer, agreement, and/or general conditions on marginal parts (such as indexed rate changes) with immediate effect. In that case, the client who is not acting in the execution of a profession or business is entitled to annul the agreement on the date on which the change would take effect, if a performance is provided that substantially differs from the assigned performance.

2.7 HPS has the right to entirely or partially terminate the agreement unilaterally and/or to suspend the execution of the obligations resulting from the agreement entirely or partially with immediate effect in case one or more or the following events take(s) place:
a. The client failed to comply with one or more stipulations ensuing from the agreement;
b. A request for granting (temporary) suspension of payment has been submitted to the client;
c. The client has submitted a bankruptcy petition;
d. Incapacity of the client;
e. Complete loss of power of disposition of the client;
f. HPS places seizure under writ of attachment on the client;
g. A decision has been reached regarding the dissolution and/or liquidation of the client;
h. One or more shares in the client’s company are transferred to people other than the shareholder(s) at the time of the agreement;
i. The company operated by the client is transferred partially or completely to one or several other parties;
j. The credit company of HPS sends a negative notification regarding the creditworthiness of the client.
The client is obliged to immediately bring the occurrence of the events meant in this article to the attention of HPS.

2.8 HPS shall never owe the client any damages as a result of terminating the agreement and suspending the obligations ensuing from the agreement for the reasons mentioned in article 2.7.

2.9 If the agreement is dissolved, the performances already utilized by the client as part of the execution, and the payment obligations relevant to this, do not fall under a cancellation obligation, unless HPS is in default with regard to those performances. Amounts invoiced by HPS in connection with the executed performances prior to or at the time of the dissolution of the agreement are immediately claimable to the client after the dissolution. In case of the termination of the agreement other than by virtue of the fact that the client has failed to fulfill its obligations, HPS has the right to request from the client a reasonable compensation for the suffered loss or loss of profit. That compensation must be fulfilled within 30 days after the invoice.


Article 3 – Price and Payment

3.1 All prices and rates published by HPS are excluding sales tax, other government imposed charges, and other money sums due to third parties; and are excluding costs from, among others, transport, accommodation, shipment, import, export, storage, insurance, cabling work, work on the main distribution frames, main cables, pipeline networks, removal and disposal of existing equipment, 230 V facilities, licenses and UTP cabling, unless expressly stated otherwise. HPS is not bound by prices and rates published in a non-exclusive offer sent to the client. Third parties cannot claim rights based on prices and rates from an offer addressed to the client.

3.2 HPS has the right to adjust the agreed prices and rates with immediate effect. An adjustment of agreed prices and rates does not otherwise affect the agreement.

3.3 Invoices from HPS must be paid in Euros in accordance with the terms of payment listed on the HPS invoice. If no term of payment is listed, the invoice must be paid within 30 calendar days following the invoice date.

3.4 In case the client has not paid the amounts due within the valid term, the client is in default starting the due date and will owe statutory commercial interest over the due amount. If the client fails to pay the due amount after the first reminder, the client owes HPS the by HPS made actual costs for legal aid in and outside the courts (including the non-liquidated legal costs) and legal costs to HPS.

3.5 HPS has the right to first assign payments from the client to settle payments that do not ensue from the agreement – despite different statements from the client – and for settling payments ensuing from faults by the client in the execution of the commitments ensuing from this agreement.

3.6 The client does not have the right to suspend its obligations to pay HPS and/or balance it with obligations from HPS towards the client. The client is not authorized to entirely or partially annul the agreement in case HPS is in default.

3.7 The client is obligated to ensure and continue to ensure the payment of obligations towards HPS ensuing from the agreement following HPS’ first request. However, if the client does not sufficiently ensure and/or continues to ensure the payment of the obligations towards HPS, HPS is authorized to completely postpone and/or not observe its obligations towards the client.

3.8 The client is obligated to pay a requested advance from HPS with regard to a payment obligation of the client to HPS within 7 calendar days. HPS can suspend the performance of its obligation until the advance payment has been made.

3.9 HPS has the right to settle claims of the client – whether or not payable – with obligations of HPS towards the client.

Article 4 – Retention of Title and Rights

4.1 All goods supplied to the client by HPS remain the property of HPS if and until all amounts due for goods supplied and/or to be supplied, or activities executed and/or to be executed, including amounts owed by virtue of article 3.4 and in connection with the incorrect execution of the agreement, are paid to HPS in full.

4.2 Until full payment has been made, the client does not have the right to dispose of supplied or granted goods that fall under the suspensory condition described in article 4.1 and is obliged to inform interested parties – including the intended assignees – of this incompetency.

4.3 If the client creates a new good (partly) from the HPS delivered goods, the client creates that good solely for HPS and the client maintains the newly created good for HPS, and HPS remains the owner of the newly created good, until the client has fulfilled all amounts due by virtue of the agreement.

4.4 The client is obliged to provide the replacement and/or additional certainties at HPS’ first request.

4.5 The legal consequences of the retention of a good meant for export is governed by the law of the State of the destination if that law contains stipulations that are more favorable for HPS.

4.6 The client is, as long as it has the delivered goods under its retention of title, obliged to treat these goods with care and, if necessary, carefully maintain them, entirely at the client’s own expense. The client is also obliged to insure and continue to insure the meant goods at his/her own expense with a reputable insurance company against risks indicated by HPS such as fire, theft, and other causes of loss, in addition to liability for damage in connection with these goods under terms and conditions and to amounts as stipulated by HPS. The policies and evidence of payment of the premiums must be made available to HPS at first request. For claims or attachments of third parties to delivered goods under retention of title, the client is obliged to take all necessary measures to preserve the rights of HPS. If desired, HPS may also take measures itself or have the measures completed by another party and charge the costs to the client in respect thereof.

4.7 HPS, or a designated person by HPS, shall have free access to the company to retrieve the delivered goods back from the client under the retention of title at all times. The company refers here to all buildings, properties, classrooms, closets, basements, storage rooms, and other places where the goods are located, should be located, or reasonably can be deemed to be located.

Article 5 – Intellectual Property Rights

5.1 All intellectual property rights with regard to all products by virtue of and/or as part of the agreement (expressly including the offer) brought about by the supplier and/or products provided by the supplier (e.g. texts, drawings, analyses, reports, methods, models, materials, technologies, inventions, computer software, data banks, and documentation), hereinafter referred to as the ‘Products’, belong exclusively to HPS and/or its licensor(s). The client shall not publish, duplicate and/or alter the Products and – otherwise – act as the manufacturer and/or rightful proprietor of the Products. The client shall not remove or alter indications of intellectual property of and from the Products.

5.2 The Products and contained or revealed technologies, materials, methods and/or information are deemed to only contain confidential HPS information and/or its licensor(s), with regard of which article 8.1 (first sentence) applies. The client shall not remove or alter indications in and/or on the Products regarding the confidential character of the information.

5.3 HPS has the right to take technical measures in order to protect and/or secure the Products. The client shall not remove or alter technical measures that protect and/or secure the Products.

5.4 Rights granted to the client by HPS with regard to the Products only include non-exclusive rights explicitly described in the agreement, which are cancelled with immediate effect when the use of the Products is in violation with the rights of HPS and/or its licensor(s), the agreement, these general conditions and/or the applicable law. The client does not obtain intellectual property rights from the agreement. Rights granted by HPS are not subject to transfer.

5.5 If and insofar the Products are provided and/or are accessible to the client, for which intellectual property rights belong to parties other than HPS, the conditions used by the owner(s) will apply with regard to those Products instead of stipulations in these general conditions that deviate from this. The clients accepts the in this article meant conditions of third parties of which the client has been able to take note of by requesting HPS to provide those to the client.

5.6 The client shall indemnify HPS of claims by third parties based on the proposition that HPS is violating the intellectual property of third parties by using the Products provided and/or prescribed by the client and will meet all commitments ensuing from these claims of HPS as its own commitments and pay all damages ensuing from these claims to HPS.

Article 6 – Liability and Compensation

6.1 Liabilities and legal obligations to compensation by HPS are limited to what is determined in articles 6.1 to 6.8. Articles 6.1 to 6.8 are similarly applicable to claims from the client with regard to wrongful acts by HPS. Auxiliaries of HPS have the right to appeal to articles 6.1 to 6.8 towards the client.

6.2 HPS is only liable for deficiencies that can be attributed to HPS due to intent or gross negligence by HPS. Actions of auxiliaries, use of (unsuitable) auxiliary goods, deficiencies due to actions of other suppliers of the client, and deficiencies arising from unprotected (electronic) mailing of statements and data are not considered to be deficiencies that can be attributed to HPS in any case. HPS shall in no event be liable for (consequences of) the sale of unsuitable goods and use of advice from HPS, and not exclusively to the client addressed – general – information.

6.3 Liability of HPS can only occur after the client has reliably declared HPS to be in default via a letter sent by registered mail and has given HPS the opportunity to immediately correct the deficiency for a reasonable term, but no later than within 7 days after the delivery of the delivered goods or after the completion of the work performed, or immediately with a non-observable deficiency, but no later than 7 days after discovering the deficiency.

6.4 An obligation of HPS for damages is limited to direct damage maximally up to the amount of the agreed price, excluding sales tax and other levies imposed by the government, as far as they are paid for by the client. If the agreement is primarily a continuing performance contract for a period of more than 1 year, the agreed price is determined on the total amount of the agreed price for 1 year, excluding sales tax and other levies imposed by the government, as far as they are paid for by the client. In no event shall the compensation payable by HPS amount to more than the sum that is paid in connection with the relevant obligation for compensation under HPS liability insurance. HPS is in no event obliged to compensate intangible and indirect damage, such as consequential damage, lost profit, reputational damage, environmental damage, and damage due to loss of time, loss of savings, loss of data, or documents and/or lack of a financial benefit.

6.5 The client indemnifies HPS of claims of third parties, such as employees and other auxiliaries, resulting from and/or in connection with and/or in the framework of the agreement by HPS delivered goods and/or provided services. The client indemnifies HPS of claims of third parties on the basis of product liability by the client to third-party delivered goods, partly consisting of by HPS to the client delivered goods, unless the liability is solely caused by HPS delivered goods.

6.6 Any right of claim of the client and/or third parties towards HPS expires 1 year after the delivery of the delivered goods or 1 year after the completion of the work performed.

6.7 If activities are performed for the client by employees and/or other auxiliaries of HPS, an outside company of HPS, and/or with materials made available by the client, the obligation and liability meant in article 7:658 of the Civil Code rests on the client as opposed to those employees and other auxiliaries, while the client will indemnify HPS of claims of those employees and other auxiliaries resulting from the client not observing the client’s obligations from article 7:658 Civil Code.

6.8 The client guarantees that data to be processed by HPS, the processing of the data, and the result of that processing are not in conflict with the applicable law, including the Personal Data Protection Act. The client shall indemnify HPS of all claims of third parties based on the statement that HPS processed data, the processing of data and/or the result of those processing duties in force, including the Personal Data Protection Act and/or rights resulting from that, are violated.

Article 7 – Force Majeure

7.1 HPS is entitled to completely or partially suspend the execution of the agreement as long as the force majeure lasts, if HPS is temporarily unable to execute the agreement due to force majeure. If HPS is permanently unable to perform the agreement due to force majeure, HPS has the right to partially or completely annul the agreement with immediate effect. Force majeure means, among others, shortcomings of (suppliers of) HPS and/or other auxiliaries, defectiveness of (prescribed by the client) business, equipment, software, product interruptions, work stoppages, excessive absenteeism of employees and/or other auxiliaries, government measures, network failures, incorrect network voltage, and weather conditions.

7.2 If HPS temporarily or permanently is unable to execute the agreement due to force majeure, the client cannot claim execution of the agreement, annulment of the agreement, and/or damages towards HPS.

Article 8 – Confidential Information and Non-Competition

8.1 The client guarantees that third parties are not able to, by any act and/or negligence of their and/or their employees and/or other auxiliaries, take knowledge of by HPS distributed – or people involved with HPS and of the execution of the agreement resulting - information of confidential nature. In any case, information is deemed to be confidential if that information is indicated as such by HPS. In any case, an HPS offer is indicated as confidential.

8.2 The client shall not hire employees and/or other auxiliaries of HPS without HPS permission during the duration of the agreement and during 1 year after the end of the agreement, and will refrain from any involvement with economical activities of employees and/or auxiliaries of HPS that have been involved in (the execution of) the agreement.

8.3 By violating article 8.1 and/or article 8.2, the client is legally in default and will owe an immediately claimable fine of 100,000.00 Euros to HPS for every violation and of 5,000.00 Euros for every day that the violation continues, without prejudice to the obligation of the client to cease and to desist every violation, compensate damage resulting from every violation to HPS, and to account for and remit benefits resulting from every violation to HPS.

Article 9 – General

9.1 If statements or conduct with regard to the agreement or these general conditions require the written form, electronic statements and/or statements are also considered.

9.2 Rights, obligations, or claims of the client towards HPS (both commitment and property law) cannot be transferred, except with the prior written permission of HPS.

9.3 The client will keep HPS informed of the correct client contact details and will immediately notify HPS in writing of alterations to the client contact details.

9.4 Dutch law exclusively applies to offers from and agreements with HPS. The United Nations Convention on Contracts for International Sale of Goods of April 11, 1980 does not apply to offers from and agreements with HPS.

9.5 The competent court in the district in East-Brabant has jurisdiction and has sole jurisdiction to take note of disputes directly or indirectly resulting from the agreement.

9.6 If HPS uses a version of these general terms in another language other than Dutch and there are differences between the Dutch and non-Dutch version, the Dutch version shall prevail.

MODULE: DELIVERY OF GOODS AND SERVICE

Article 10 – General

10.1 Terms made known by HPS, that have been determined based on data of the conclusion of the agreement known to HPS to the best of its knowledge, are not an essential part of the agreement and shall be taken into consideration as much as possible by HPS. By only exceeding the term, HPS is not in default and the client cannot derive the right to entirely or partially annul the agreement exclusively based on exceeding the term made known by HPS. Terms do not apply if they cannot be taken into account due to circumstances that occurred after the conclusion of the agreement and were beyond HPS control. Terms will only start when an agreement has been reached regarding all commercial and technical details, all required details are in the possession of HPS, the agreed (term) payment has been received, and all required conditions for the execution of the agreement have been fulfilled.

10.2 The client is obliged to accept the goods and services to be delivered within the agreed term. If no term was agreed to with regard to the goods to be delivered, the client is obliged to accept those goods and/or services at HPS’ first request. If the client violates the obligations meant in this article, the client is immediately in default.

10.3 By HPS performed services, delivered goods and/or performed work against which the client has not protested in writing within 7 days after the delivery and/or execution thereof, are deemed to comply with the agreement.

10.4 The client is obliged to timely notify HPS of regulations and norms to be abided by HPS that specifically apply to (the branch of) the client and provide all the information that is required for the (execution of the) agreement.

10.5 If HPS provides goods and/or services delivered by others and/or where others are involved with the client, the conditions of the products apply with regard to (the quality of) those goods and/or services, respective of the supplier of the services as well and with priority for the agreement between HPS and the client (including these general conditions).

Article 11 – Delivery and Purchase of Goods

11.1 If no other delivery location has been agreed, the delivery of goods by HPS will occur at the site of the HPS company. HPS is not obliged to deliver goods to a different location other than the agreed location. HPS has the right to deliver the goods in parts.

11.2 The costs for transportation and shipment of the goods to be delivered to the client by HPS will be invoiced to the client, unless expressly otherwise agreed to in writing, the rates disclosed by HPS apply.

11.3 The costs of executing the by the client requested or with the prior permission of the client by HPS accepted alterations of and/or additions to the agreement will be for the client.

11.4 Without prejudice to the content of articles 4.1 and 10.2, the HPS delivered goods will be at the risk of the client as of the moment on which (an auxiliary of) the client has the actual power over these goods, or as of the moment the client fails to accept the goods to be delivered by HPS.

11.5 The client is obliged to check the quality of the HPS delivered goods at delivery and notify HPS of suspected defects of the HPS delivered goods at delivery. The accepted HPS delivered goods by the client or an auxiliary of the client for 7 calendar days after delivery, without any objections or that have entirely or partially been used, adapted, processed or delivered to third parties, are expected to meet the agreement.

11.6 Without its prior written permission, HPS is not obliged to accept HPS returned goods from the client. Accepting the returned goods from the client does not imply that HPS acknowledges the reason for the return. The client owes the agreed compensation until HPS has credited the client for these goods. If HPS does not accept the returned goods, the client is obliged to compensate costs made by HPS with regard to the returned goods to HPS.

11.7 If HPS delivers goods to the client that are brought about by third parties and/or where third parties are involved, the conditions of the products or the supplier of the goods of the products apply with regard to (the quality of) those goods as well, and with priority for the agreement between HPS and the client (including these general conditions).

Article 12 – Stipulation and Purchase of Services

12.1 HPS will only provide service to the client if agreed in writing, for example, (perform) the installation, cleaning, and/or maintenance of sold goods.

12.2 Services provided to the client by HPS are performed on the basis of an obligation, unless the parties expressly agreed to a determinable result.

12.3 If HPS services are agreed to, the client is obliged to make available a suitable location for the services and for the functioning of the facilities required for the goods (e.g., workspace with computer, data, telecommunication facilities, gas, water, electricity, light, and heating) to make available provisions (e.g., sanitary facilities for workers), and to take all necessary safety and precaution measures to maintain and to comply with governmental regulations before the delivery of sold goods.

12.4 HPS is obliged to perform the agreed services to the best of their abilities and with care on the basis of agreements and procedures accepted by HPS in writing. Services are provided per part of the day, including preparation time and travel time, unless otherwise agreed to. Rates for the services are based on working days from Monday to Friday from 8:00am to 5:00pm. A surcharge will apply for HPS provided services outside of this timeframe.

12.5 If it is agreed that services will take place in phases, HPS has the right to suspend the execution of the next phases until the client has approved the results of the previous phases in writing.

12.6 HPS is only obliged to comply with instructions of the client in the execution of the agreed services, if HPS has expressly accepted that obligation with the agreement and the instructions of the client are timely provided and are accounted for. HPS is in no event obliged to follow instructions that will influence the content and/or the scope of the agreed services. The client will owe (additional) HPS determined compensation on the basis of its rates to HPS for the following of the instructions that will influence the content and/or the scope of the agreed services.

12.7 HPS has the right to entirely or partially have the agreed services be executed by one or more parties (other than one or more certain persons) with the same qualifications and on that basis accept limitations of (obligation from) liability of those third parties as well on behalf of the client.

12.8 If HPS has performed work outside the content and/or scope of the agreed services on request, or with prior permission of the client, the client will owe a (additional) sum to be determined on the basis of its rates to HPS. HPS is not obliged to perform services outside the content and/or scope of the agreed services and may require that a separate agreement will be concluded.

12.9 If the services to be agreed to are related to services performed and/or to be performed by other parties, and/or goods delivered and/or to be delivered by other parties, the client is obliged to inform HPS thereof in writing before the conclusion of the agreement with a mentioning of the names of the other suppliers.

12.10 The client is not entitled to (issue and/or have access to) by HPS concluded and/or from the services of HPS resulting databases.

12.11 Due to the nature and operation of the internet, HPS cannot guarantee that the internet will be available or accessible at all times.

MODULE: DEVELOPMENT, USE, AND MAINTENANCE OF SOFTWARE

Article 13 – Development of Software

13.1 HPS is obliged to perform the assignment of the development of software to their best ability with care on the basis of data provided by the client in writing, for the correctness, completeness, and consistency of which the client is responsible and at the conclusion of the agreement state the functional specification in writing.

13.2 If it is agreed that the client will make available software, materials, or data on data carriers to HPS, the client guarantees that these will meet the necessary specifications to perform the assignment.

13.3 HPS has the right, but is not obliged, to investigate the correctness, completeness, and consistency of the data and functional specifications provided by the client and has the right to suspend the execution of the agreed assignment until the client has repaired the insufficiencies ascertained by HPS.

Article 14 – Use of Software

14.1 Without prejudice of/to article 5, the client does not have the exclusive right under the agreement to exclusively use the client distributed and/or accessible software during the duration and subject to the agreement on the processing units and/or for the connections for which the user right has been granted. If nothing further is agreed to, the processing units apply to which the software is used first and the connections that were connected to the processing unit with the first use, as processing unit and connections for which the user right has been granted. The user right of the client includes the right to apply the functionalities. The client is forbidden to alter or extend the software or apply it in other software.

14.2 With regard to the agreement to the client, the user right does not extend to the transfer of provided and/or accessible software. The client has no right to sell, lease, dispose of, or provide third parties with (carriers of) the software and the information it contains for the benefit of third parties and/or made accessible to third parties, nor the right to establish restricted rights to (carriers of) the software.

14.3 The client is forbidden to reproduce the software and the related documentation, with the exception of creating a backup for own use.

14.4 The client is obliged to return all carriers under the developed agreement, provided and/or made accessible software, and the information it contains to HPS at the end of the user right, at least to remove this software and the information it contains of carriers of the client or maintain a copy of it.


Article 15 – Delivery, Installation, and Acceptance

15.1 HPS is obliged to deliver the client the provided software in accordance with the agreed functional specifications in writing according to the agreement, including installation if that is agreed to with the conclusion of the agreement. The client is deemed to have accepted the software at delivery or, if installation of the software by HPS is agreed to, at the completion of the installation. The software and related Products shall be made available to the client once. The client does not have a right to the delivery or otherwise distribution of source codes and technical documentation of developed and/or provided software under and/or in the framework of the agreement, unless otherwise agreed to in writing. If the client has a right to the delivery or otherwise distribution of source codes and technical documentation under the agreement, the stipulations of these general conditions apply with regard to software, without prejudice with regard to the source code and the technical documentation.

15.2 Not accepting a particular phase and/or a certain part does not preclude the acceptance of another phase and/or another part.

15.3 Articles 4.1, 10, and 11 apply with regard to the data carriers to be delivered by HPS which are under and/or in the framework of the agreement by HPS to be provided goods under the agreement.

Article 16 – Maintenance of Software

16.1 Unless otherwise agreed to in writing, HPS is not obliged to perform maintenance. After the conclusion of an agreement to the effect of developing, providing, and/or making accessible equipment, HPS is not obliged to offer or accept an agreement to the effect of the maintenance of that equipment.

16.2 The client provides HPS with all necessary cooperation for the maintenance by HPS. In any case, the previous means that the client will provide HPS access to the location of the equipment and will make the facilities available that are necessary for the functionality of the equipment.

16.3 If it is deemed necessary, the equipment will be stored at HPS for maintenance. The client will bear the risk of loss, theft and/or damage to the equipment during the period that the equipment is stored at HPS.

16.4 Any liability of HPS due to corruption or loss of data of software as a result of maintenance is excluded.

16.5 HPS is not liable for work resulting from or in connection with improper use by the client or on the equipment installed software, alteration of the equipment other than by or on behalf of HPS, the inconsistent use of the equipment with the applicable conditions, negligence by the client to perform timely maintenance work, external causes, problems with network connections, or power supplies, and power failure resulting from connecting equipment that is not delivered by HPS.

MODULE: HOSTING SERVICES

Article 17 – Hosting Services

17.1 When exceeding the client made available disk space, the client will owe HPS compensation in accordance with the applicable rates.

17.2 The disk space to be made available by HPS for the client is not exclusively and specifically meant or reserved for the client, unless expressly agreed to in writing.

17.3 HPS does transfer the data traffic that has not been used by the client in a certain period to a next period, unless expressly agreed to in writing.

17.4 If services are performed by HPS with regard to a domain name, the client will owe all costs related to the request and/or registration of this. HPS does not guarantee that the client desired domain name will be ascribed to him/her. HPS is not liable for the content, composition, and use of a domain name by the client. The client indemnifies HPS of any claim of a third party in connection with the domain name.

17.5 HPS can temporarily discontinue its hosting services if this is necessary for maintenance purposes. Required maintenance can only be determined by HPS.

17.6 The client shall act carefully and lawfully towards HPS and third parties. In the absence of this, HPS can deny the client access to HPS systems with immediate effect, without affecting its right to take other measures without then being liable, and without a further notice of default being required.

17.7 The client indemnifies HPS for claims of third parties that are related to the lawful processing of personal data.

17.8 Unless otherwise agreed to between parties, services with regard to data conversion are not covered by HPS hosting services.

17.9 Unless otherwise agreed to between the client and HPS, HPS does not assist with the transferring of websites and domain(s) to the client and/or third parties.

MODULE: SECONDING

Article 18 – Temporary work

18.1 For temporary employees, the client is required to comply with the laws and regulations, in particular in the area of safety on the workplace and good working conditions, and indemnifies HPS for all claims of third parties.

18.2 The client indemnifies HPS for all claims of third parties resulting from work performed by temporary employees.

18.3 The client indemnifies HPS for all claims that result from physical injury or death of the temporary employees relating to the execution of the work for the client.

18.4 The client indemnifies HPS for all claims of the IRS or the authorities for executing social security legislation that are due because of the agreement with HPS.

MODULE: TRAINING PROGRAMS

Article 19 – Training Programs

19.1 HPS reserves the right to alter courses or training programs in terms of subject matter and/or organization. This includes, among others, that HPS reserves the right to cancel, postpone, or relocate courses or training programs.

19.2 In case of cancellation of the training program within 2 weeks before its start, due to non-appearance of (employees of) the client, the client is still indebted the related costs.