GENERAL TERMS AND CONDITIONS

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1 1 DEFINITIONS 1.1 Account: the customer name used by the Customer to access the System of VEVIDA Services BV Address: an address code set up in the Customer s name for exchanging electronic messages over the Internet. 1.3 Customer: the natural or legal person who has concluded an Agreement with VEVIDA Services BV. 1.4 Manual: software and customer documentation that VEVIDA Services BV makes available to the Customer during the Agreement period for the purposes of accessing the System and the Internet. 1.5 Home Page: an Internet site, or a title page or introduction page on a website on the Internet, that has been set up in the Customer s name. 1.6 Login Procedure: the procedure prescribed by VEVIDA Services BV that allows the Customer to gain access to the System and the Internet. 1.7 Request for Comments (RFC): a collection of technical and organisational Guidelines and descriptions of common protocols, procedures, software and terms on the Internet as well as their use (ftp://ftp.ripe.net/rfc and Netiquette: the generally accepted code of conduct on the Internet set forth in the Request for Comments (RFC) 1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and its future amendments. 1.9 Agreement: the agreement between VEVIDA Services BV and a Customer, on the basis of which VEVIDA Services BV provides Services Personal details: any information pertaining to an identified or identifiable natural person System: computers and related hardware used by VEVIDA Service BV to provide the Customer with access to the Internet Website: one or more integrated web pages preceded by a Home Page VEVIDA Services BV Services: the services provided by VEVIDA Services BV to its Customers. 2 GENERAL PROVISIONS 2.1 These general terms and conditions shall apply to all legal relations between VEVIDA Services BV and the Customer, regardless of the basis of said relations, except where expressly agreed to the contrary in writing by the parties. 2.2 All offers made by VEVIDA Services BV are free of obligations unless expressly indicated otherwise in writing in the offer. Application of any general purchasing terms and conditions from the Customer is expressly rejected. 2.3 An Agreement is concluded as soon as VEVIDA Services BV receives back an agreement or request/authorisation form, which was sent to a prospective customer, signed and completed in full, or if VEVIDA Services BV has made services available in another manner under contract from the prospective customer. After acceptance of the offer by the customer, VEVIDA Services BV is entitled to retract the offer immediately. In the event of a retraction, an agreement will not be concluded and VEVIDA Services BV shall be obligated to repay all sums that it has received to the Customer. VEVIDA Services BV can reject a prospective customer for its own reasons. 2.4 Contrary to the provisions of section 6:235(2) of the Dutch Civil Code, VEVIDA Services BV shall not be bound by any deviations appearing in the acceptance by the Customer of the offer made by VEVIDA Services BV. 2.5 VEVIDA Services BV is entitled to amend these general terms and conditions at any time. Amendments shall also apply to Agreements concluded in the past. Amendments shall take effect one (1) month after their announcement in the manner referred to in clause 3.2. If the Customer is not in agreement with the amendments, then, contrary to clause 12.1, the Customer shall be entitled, up to the time that the amendments take effect, to cancel the Agreement as of the date on which the amended terms and conditions take effect. January 2001 Page 1 of 7

2 3 PRICING 3.1 The Customer shall owe a fee according to the service(s) provided by VEVIDA Services BV. All prices are exclusive of sales tax (VAT), administrative fees and any additional levies and/or charges unless indicated otherwise in the Agreement or in another manner. 3.2 VEVIDA Services BV is entitled to amend the fees and other charges at any time. The amendments shall be announced on the VEVIDA Services BV website no later than two months before they go into effect. If the Customer is not in agreement with these amendments, then, contrary to clause 12.1, the Customer shall be entitled, up to the time that the amendment takes effect, to cancel the Agreement as of the date on which the amendments take effect. 4 PAYMENT 4.1 The fees payable to VEVIDA Services BV must be paid in advance unless agreed otherwise in writing. The Customer is required to pay the amount due within fourteen (14) days of the invoice date. 4.2 Customers who fail to remit payment within the term indicated in clause 4.1 shall be legally in default and shall owe statutory interest on the invoice sum, with no need of any additional notifications or reminders. Furthermore, all reasonable costs incurred in order to arrive at an out-ofcourt settlement shall be covered by and at the risk of the Customer. These fees shall be equal to 15% on top of the amount due, with a minimum of 50.00, unless VEVIDA Services BV demonstrates that more costs were actually incurred. 5 OBLIGATIONS OF VEVIDA SERVICES BV 5.1 VEVIDA Services BV shall act as a good service provider by: Providing the Customer with a connection to the System for the VEVIDA Services BV Services agreed to in the Agreement. Establishing and maintaining the connections that can be made to the Internet using the System. Protecting data (including personal details) that are stored. VEVIDA Services BV does not guarantee unrestricted access to the System or the Internet. Nor does VEVIDA Services BV guarantee that it will be possible to use the VEVIDA Services BV Services at all times. 5.2 VEVIDA Services BV is not liable for the functioning of the third-party telecommunications infrastructure and associated peripheral equipment or for failure to meet obligations on the part of any third parties providing services to VEVIDA Services BV in the execution of the Agreement. 6 OBLIGATIONS OF THE CUSTOMER 6.1 The Customer shall act in accordance with that which may be expected of a responsible and careful Internet user. 6.2 The Customer shall notify VEVIDA Services BV as quickly as possible of any relevant changes to the Customer s details. 6.3 The Customer is responsible for any and all use (including by third parties) of the VEVIDA Services BV Services via the Customer s Account. 6.4 The Customer is required to log out according to the procedure detailed in the Manual every time the Customer wants to end the VEVIDA Services BV Services. Any damages or costs incurred as a result of logging out improperly shall be covered by the Customer. 6.5 The Customer shall refrain from interfering with other Customers or Internet users and from causing damage to the System. It is prohibited for the Customer to use any processes or programs whether via the System or otherwise which the Customer knows or should reasonably suspect will interfere with or cause damage to VEVIDA Services BV or other customers or Internet users. The January 2001 Page 2 of 7

3 Customer is only permitted to use processes or programs if there is a direct connection to the System that is authorised by VEVIDA Services BV. 6.6 It is not permitted for the Customer to use the System or the storage space for any actions and/or conduct that is in conflict with the applicable legal requirements, Netiquette, specifications in the applicable Request for Comments (RFC), the guidelines of the Dutch Advertising Code Committee (Reclame Code Commissie), the Agreement or these general terms and conditions. This includes but is not limited to the following actions and conduct: Sending out large volumes of unsolicited s with the same content and/or posting an unsolicited message with the same content on a large number of news groups on the Internet ( spamming ). Acting in violation of third-party intellectual or industrial property rights (including database rights). Publication or dissemination of (child) pornography. Sexual harassment and other forms of harassment. Unauthorised intrusion into other computers or computer systems on the Internet ( hacking ). 6.7 It is not permitted for the Customer to transfer his or her Account, the Manual or other rights under the Agreement or to make them available to third parties without the express written consent of VEVIDA Services BV. Without prejudice to the other provisions under section 6, the Customer is permitted to have a website designed, put on the System and maintained by a third party. 6.8 The Customer is restricted to the amount of data storage indicated in the Agreement. The Customer is responsible for ensuring that this limit is not exceeded. If the limit is exceeded, then VEVIDA Services BV shall be entitled to delete information in order to ensure proper functioning of the VEVIDA Services BV Services. 6.9 The Customer shall provide the necessary hardware, software, peripheral equipment and connection to enable access to the System VEVIDA Services BV is entitled, without being required to pay the Customer any compensation for damages and without further notification, to immediately disable, suspend or impose additional conditions on the connection to the System provided to the Customer whenever and for as long as the Customer acts (or is suspected to have acted) in violation of the provisions of clauses 6.1 to The Customer indemnifies VEVIDA Services BV for any and all third-party claims, including claims pertaining to damages as well as other claims, arising in any way, shape or form from the Customer s use of the Account, the System or the Internet, or due to non-compliance on the part of the Customer with the Customer s obligations resulting from the Agreement or these general terms and conditions. 7 INTELLECTUAL PROPERTY RIGHTS 7.1 VEVIDA Services BV or its licensers hold all intellectual or industrial property rights (including database rights) to the Manual and all materials developed by virtue of the Agreement, such as documentation and offers, as well as their preparatory materials. The Customer only receives the rights of use and authorisations granted in these terms and conditions or otherwise expressly granted. Furthermore, the Customer shall refrain from reproducing or making copies of the Manual and/or other materials. 7.2 The Customer is permitted to copy the Manual to the extent that this is necessary for the purposes of normal and proper use and making backups. When making these copies, the Customer is not permitted to remove or amend any indications in the Manual pertaining to copyrights, trademarks, trade names or other intellectual or industrial property rights. 7.3 VEVIDA Services BV shall indemnify the Customer for any and all legal actions based on a claim that materials developed by VEVIDA Services BV itself infringe on an intellectual or industrial property right that is valid in the Netherlands, under the condition that the Customer must notify January 2001 Page 3 of 7

4 VEVIDA Services BV immediately and in writing of the existence and content of the legal claim and must leave the handling of the case, including any arrangements to be settled, entirely to VEVIDA Services BV. 7.4 For the purposes of the above, the Customer shall provide VEVIDA Services BV with the necessary powers of attorney, information and cooperation to defend itself, if necessary in the Customer's name, against these legal claims. 7.5 This indemnification requirement shall be rendered void if and to the extent that the infringement in question is related to changes to the materials made by the Customer or third parties on the Customer s behalf. 7.6 If it has been established in court as an incontrovertible fact that the materials developed by VEVIVDA Services BV itself infringe on any intellectual or industrial property rights belonging to a third party or if there is a reasonable chance that such an infringement exists in the opinion of VEVIDA Services BV, then VEVIDA Services BV shall (at its own discretion): Ensure that the Customer is able to continue using the materials provided, or other functionally equivalent materials, in an unimpeded manner, or Be entitled to terminate the Agreement, in which case the Manual shall be taken back by VEVIDA Services BV and the sum paid by the Customer shall be credited back as per section 3, with a deduction for reasonable usage fees. 7.7 VEVIDA Services BV shall not accept any other additional liability or indemnification requirement due to violation of third-party intellectual or industrial property rights, including liability and indemnification requirements of VEVIDA Services BV for infringements caused by use of the materials in a form that was modified by someone other than VEVIDA Services BV, in connection with hardware or software not supplied or provided by VEVIDA Services BV or in a manner other than that for which the materials provided by VEVIDA were developed and intended. 8 LIABILITY 8.1 VEVIDA Services BV accepts legal obligations to provide compensation for damages to the extent that this follows from section VEVIDA Services BV is not liable for damages incurred by the Customer due to shortcomings on the part of VEVIDA Services BV in the execution of the Agreement. In particular, VEVIDA Services BV is not liable for damages related to or resulting from: interruptions in or blockage of access to the System or the Internet, security failures with respect to the Customer s data in storage, actions of other customers or Internet users, changes to dial-in numbers, login procedures, Accounts or Addresses. However, the total compensation for direct damages shall not exceed in any case. The meaning of direct damage shall be restricted to: Reasonable costs incurred in determining the cause and the scope of the damage, to the extent that this examination pertains to direct damage in the sense of these terms and conditions. Reasonable costs incurred to prevent or limit damage, to the extent that the Customer demonstrates that these costs resulted in limitation of direct damage in the sense of these terms and conditions. 8.3 The total liability of VEVIDA Services BV for damages due to death or bodily harm or for damage to equipment shall not under any circumstances exceed per event, where a series of related events shall be considered a single event. 8.4 However, the maximum sums given in clauses 8.2 and 8.3 shall be rendered void if and to the extent that the damage is the result of deliberate intent or serious misconduct on the part of VEVIDA Services BV. 8.5 VEVIDA Services BV shall not accept any liability for indirect damage, including consequential loss, lost profit, lost savings and damage due to business stagnation. January 2001 Page 4 of 7

5 8.6 The Customer shall only be entitled to compensation for damages under the condition that the Customer reports the damage in writing to VEVIDA Services BV as soon as possible after its occurrence. 8.7 Any Customers who act in violation of their obligations under the Agreement or these general terms and conditions shall be liable for all resulting damages incurred by VEVIDA Services BV. 9 VEVIDA SERVICES BV SERVICES 9.1 For access to the System and the Internet, VEVIDA Services BV grants the Customer the nonexclusive and non-transferable right to use the System and the Manual for the duration of the Agreement. 9.2 In exchange for payment under contract from the Customer, VEVIDA Services BV shall provide registration of domains with the Dutch Internet Domain Name Registration Institute (Stichting Internet Domeinnaamregistratie Nederland (SIDN)) or other establishment authorised to issue domain names. The selection of the domain name is at the Customer s discretion and risk. VEVIDA Services BV does not accept any liability with regard to selection and use of the domain name. 9.3 VEVIDA Services BV offers the Customer the option to open a Homepage. VEVIDA Services BV shall make a limited amount of storage space available for this. If VEVIDA Services BV designs a Home Page or Website on the Customer s behalf, then all intellectual and industrial property rights with regard to the Home Page or the Website shall be held exclusively by VEVIDA Services BV, unless the parties agree otherwise expressly and in writing. 9.4 VEVIDA Services BV is entitled to cancel or restrict the Customer s access to the System if the Customer exceeds the amount of data traffic agreed to in the Agreement within a calendar month. The Customer is obligated to pay VEVIDA Services BV a reasonable fee for the amount of data traffic in excess of the limit. VEVIDA Services BV shall not enact the cancellation or restriction until (5) days after the Customer is notified of such by VEVIDA Services BV. VEVIDA Services BV is not liable for compensation for any damages resulting from a cancellation or restriction. The administration of VEVIDA Services BV shall provide proof of the violation of the data traffic limit, which shall be binding on the parties except for proof to the contrary from the Customer. 10 COMPLAINTS 10.1 VEVIDA Services BV shall make every effort to handle complaints regarding VEVIDA Services BV services in an optimal manner and to successfully improve VEVIDA Services BV services. VEVIDA Services BV is under no obligation to provide personal responses to complaints Submission of a complaint leaves the Customer s other obligations intact. 11 SYSTEM ADMINISTRATION 11.1 VEVIDA Services BV is entitled, without prior notice, to render the System (temporarily) unavailable for use or to restrict its use to the extent necessary for the purposes of reasonably necessary maintenance or necessary changes or improvements to be implemented in the System by VEVIDA Services BV, without the Customer having any entitlement to claim compensation for damages from VEVIDA Services BV VEVIDA Services BV is entitled to make changes at any time to the dial-in numbers, the Login Procedure, the Account and the Addresses, without the Customer having any entitlement to claim compensation for damages from VEVIDA Services BV. In such cases, VEVIDA Services BV shall notify the Customer of the changes as soon as possible. 12 DURATION AND END OF THE AGREEMENT 12.1 The Agreement is always entered into for the term specified in the Agreement. The Agreement shall be automatically extended by the same term unless one of the parties notifies the other party that it will not be extending the Agreement by no later than one (1) month before conclusion of the current January 2001 Page 5 of 7

6 term. Cancellation is possible either in writing or by fax, with the understanding that the period of notice will not begin until the day on which VEVIDA Services BV receives the cancellation Without prejudice to the provisions of clauses 12.3 and 12.4, a party shall only be entitled to dissolve the Agreement if the other party falls short in a culpable manner in the fulfilment of essential obligations resulting from the Agreement after a written notice of default that is thorough and as detailed as possible and which sets a deadline for correction of the shortcoming If the Customer fails to meet one or more of the obligations arising from the Agreement or these general terms and conditions, or fails to meet such obligations properly or in a timely manner, or if serious doubts arise regarding the Customer s ability to meet the Customer s obligations to VEVIDA Services BV, then VEVIDA Services BV shall be entitled, without notice of default or any legal intervention, either to suspend the agreed VEVIDA Services BV service(s), or to rescind the Agreement in whole or in part, without VEVIDA Services BV incurring any liability for compensation for damages and without prejudice to any other rights falling to VEVIDA Services BV VEVIDA Services BV shall be authorised, without further notice of default or legal intervention, to rescind the Agreement effective immediately and suspend the VEVIDA Services BV Services in the event that: The Customer has provided VEVIDA Services BV with false and/or incorrect Personal Details on the Customer. The Customer has entered into the Agreement under false pretences. The Customer acts in violation of any of the clauses from 6.1 to 6.8. The Customer files for bankruptcy. The Customer is granted (temporary or permanent) moratorium of payment. The Customer s enterprise is liquidated or terminated other than for the purposes of restructuring or a merger of enterprises After termination or rescission of the Agreement, the rights of use for the Manual, referred to in section 7, shall cease to exist immediately and the connection to the system provided to the Customer shall be immediately disabled by VEVIDA Services BV. The Customer shall immediately cease using the System and VEVIDA Services BV Services. Furthermore, the Customer shall return the Manual and any and all reproductions of it that have been made to VEVIDA Services BV within one (1) week of termination or rescission of the Agreement. Should it be impossible to return the aforementioned materials by the deadline, then the Customer shall be obligated to destroy the Manual and any and all reproductions made of it within one (1) week of termination or rescission of the Agreement and shall submit proof of such destruction After termination or rescission of the Agreement, VEVIDA Services BV shall return to the Customer the Personal Details provided by the Customer and processed by VEVIDA Services BV within one (1) week of termination or rescission unless these Personal Details are necessary for completion of the Agreement or if VEVIDA Services BV is otherwise entitled to be in possession of these Personal Details. Should it be impossible to return these details by the deadline, then VEVIDA Services BV shall destroy the Personal Details within one (1) week after termination or rescission. 13 SECURITY AND PRIVACY 13.1 By entering into an Agreement, the Customer grants VEVIDA Services BV permission to process the Customer s Personal Details for the purposes of executing the Agreement and VEVIDA Services BV's administrative and managerial activities. These Personal Details shall only be accessible to VEVIDA Services BV and shall not be made available to third parties unless VEVIDA Services BV is obligated to do so by force of law or a court order VEVIDA Services BV shall refrain from accessing the Customer s (personal) s and/or files and from providing them to third parties unless VEVIDA Services BV is obligated to do so by force of law January 2001 Page 6 of 7

7 or a court order, or in the event that the Customer acts (or is suspected to have acted) in violation of any of the clauses from 6.1 to 6.8 of these general terms and conditions If VEVIDA Services BV processes any of the Customer s Personal Details by means of VEVIDA Services BV Services, then VEVIDA Services BV shall do so as a Personal Detail processor in the sense of the Dutch Data Protection Act (Wet bescherming persoonsgegevens (WBP)). The Customer shall meet all obligations falling to the Customer as the responsible party in the sense of the WBP for this data processing and shall indemnify VEVIDA Services BV for any legal actions based on failure to meet these obligations If the Customer uses VEVIDA Services BV Services to transfer Personal Details to countries outside of the European Union, then the Customer shall indemnify VEVIDA Services BV for all thirdparty legal actions based on the assertion that these Personal Details were handled in violation of the provisions of the WBP VEVIDA Services BV shall take appropriate technical and organisational measures to protect the Personal Details from loss and all manner of improper processing. These measures guarantee a suitable level of security, taking into account the state of the art and the costs of implementation, in light of the risks involved in processing and the nature of the data to be protected. 14 FORCE MAJEURE 14.1 Force majeure shall include all external causes that were not reasonably foreseeable and which result in VEVIDA Services BV being unable to meet its obligations to the Customer. This includes but is not limited to disruptions in the connection to the Internet, disruptions in the telecommunications infrastructure and disruptions in networks as well as non-culpable shortcomings on the part of parties who provide services to VEVIDA Services BV in the execution of the Agreement VEVIDA Services BV shall be entitled to invoke force majeure if the circumstance that impedes (additional) fulfilment arises after VEVIDA Services BV should have met its obligation During force majeure, the performance and other obligations of VEVIDA Services BV shall be suspended. If the period during which VEVIDA Services BV is unable to meet its obligations due to force majeure lasts longer than two (2) weeks, then either party shall be authorised to rescind the Agreement without legal intervention without the other party having any right to claim compensation for damages. 15 FINAL PROVISIONS 15.1 Any Agreements concluded and these general terms and conditions shall be governed exclusively by Dutch law. The district court in Groningen holds exclusive jurisdiction over any disputes arising from or in connection with Agreements, without prejudice to the parties rights to request settlement in summary proceedings If a Customer who is not acting in the exercise of an occupation or a business is not in agreement with the choice of court as per clause 15.1, then the Customer shall be entitled, within a period of one (1) month after VEVIDA Services BV invokes clause 15.1, to opt for settlement of the dispute by the competent court according to the law Should one or more of the provisions in these general terms and conditions become void or reversible, this shall not affect the validity of the other provisions. In the event that one or more of the provisions in the terms and conditions become void, then the parties shall be obligated to adhere to texts that correspond to the voided provisions as closely as possible without being subject to nullity. January 2001 Page 7 of 7