General conditions

General terms and conditions of FootFacilities B.V., established in Grubbenvorst (KvK number 80595510).

GENERAL PROVISIONS

Article 1 – Applicability.

1.1 In these terms and conditions, “FootFacilities BV” refers to FootFacilities and all affiliated (legal) persons and companies, who use these terms and conditions with the consent of FootFacilities, and “Customer” refers to (legal) persons and companies to whom an offer is addressed and/or with whom an agreement has been or will be established.

1.2 These terms and conditions apply to all advice by, offers from, assignments to and agreements with FootFacilities. Only FootFacilities’ written acceptance of deviations from these terms and conditions are valid. The applicability of general terms and conditions of the Client is expressly rejected.

1.3 The nullity or nullification of one or more provisions of these general terms and conditions shall not prevent the applicability of the remaining provisions of these general terms and conditions. FootFacilities and the Customer will consult to replace void or nullified provisions of these terms and conditions with provisions that are as close as possible to the purpose and meaning of the void or nullified provisions.

1.4 In these general terms and conditions, the term “goods” shall include, but not be limited to, hardware and/or software and/or materials. “Hardware” means (among other things) foot scanner(s) and 3D printers. “Software” means (inter alia) computer software and/or website application. “Materials” means (among other things) 3D printed items and raw materials for production.

1.5 The term “services” in these terms and conditions shall include, but not be limited to, the provision of service and/or training and/or subscriptions. “Service” means (among other things): installing sold items (or having them installed) and remedying faults (or having them remedied). “Training” means (among other things): the delivery (or commissioning) of online and physical training courses. “Subscriptions” means (among other things): agreements for the performance of periodic maintenance and/or the supply of materials and/or lease arrangements for hardware.

Article 2 – Offer and agreement

2.1 An offer by FootFacilities is without obligation and may be revoked, withdrawn or modified by FootFacilities within 7 (seven) calendar days after FootFacilities becomes aware of the acceptance of its offer. Errors or omissions in an offer (which may or may not be the result of incorrect and/or incomplete data provided by the Client), instructions or advice provided by FootFacilities in the context of an offer, calculations, budgets and – general – information not exclusively addressed to the Client do not bind FootFacilities.

2.2 If an offer has been made by FootFacilities, an agreement between FootFacilities and the Client first established by execution of an order of the Client by FootFacilities. Only FootFacilities’ offer or FootFacilities’ invoice for the execution of the order shall be deemed to correctly reflect the content of the agreement.

2.3 If no offer has been made by FootFacilities, an agreement is only established by FootFacilities’ written acceptance or execution of an order. Only FootFacilities’ written acceptance of the order or FootFacilities’ invoice for the execution of the order shall be deemed to correctly reflect the content of the agreement.

2.4 Only FootFacilities’ written acceptance of changes and/or additions to the Agreement by the Customer can be valid.

2.5 FootFacilities is entitled to unilaterally modify the offer and the agreement, including the general terms and conditions, in parts (such as indexed rate changes) with immediate effect. If a performance is then provided that differs substantially from the promised performance, the Client is in that case authorized to dissolve the agreement by the date on which the change would take effect.

2.6 The agreement concluded between the parties is entered into for a duration and scope agreed between the parties (per use, for one month or one year). The term of the agreement is tacitly renewed each time for the duration of the original agreed period, unless the means of payment (“tokens”) purchased by the Client from FootFacilities for the use of the license are depleted and/or no new tokens have been purchased in the last twelve (12) months, or the Customer or FootFacilities terminates the agreement in writing with due observance of a reasonable notice period of 1 week (in the case of a monthly contract) and 1 (one) month (in the case of an annual contract), with any unused tokens expiring simultaneously. A fixed-term contract cannot be terminated mid-term. FootFacilities shall never owe any compensation due to termination.

2.7 The Client is authorized to amend the agreement in the interim, if there is an upgrade in the number of licenses and/or tokens. Downgrading it is only possible at the time of renewal of an agreement.

2.8 In the event that the Client has not realized the agreed number of items (to be designed) in the month in question, the remainder may still be realized in the following month. In that case, in that new month, the number of items (to be designed) applicable for that particular month will be debited first and then any remaining number of items (not yet used) from the previous month. Any unused numbers older than one month, thus fall thereafter.

2.9 The Client has the right to dissolve the agreement only if agreed in writing or the Client derives this right from mandatory law. If the Customer (validly) dissolves the agreement, the Customer is obliged to simultaneously return items and rights delivered under the agreement, simultaneously terminate exercise of rights granted under the agreement, and reimburse FootFacilities for the costs incurred by FootFacilities in connection with the offer, conclusion and execution of the agreement. FootFacilities’ performance shall then not be subject to undoing.

2.10 FootFacilities is entitled to unilaterally terminate all or part of the agreement with immediate effect and/or suspend all or part of the obligations arising from the agreement with immediate effect (including, non-exhaustively, putting FootFacilities’ delivered goods out of operation) if one or more of the following events occurs or occur:

a. a non-performance (attributable to the Client) of one or more of the obligations arising from the agreement, including the general terms and conditions, resulting from commitments;

b. After concluding the agreement, FootFacilities becomes aware of circumstances that give good reason to fear that the Customer will not meet its obligations. under the agreement will fulfill;

c. the filing of an order granting (provisional) suspension of payments to the Client’s request;

d. the filing of a petition for bankruptcy of the Principal;

e. the filing of a request for admission to debt restructuring;

f. legal incapacity of the Principal;

g. complete power of disposition of the Principal;

h. foreclosure under FootFacilities at the expense of the Client;

i. The making of a resolution to dissolve and/or liquidate the Principal decree;

j. transfer of one or more shares in the Principal to others than the shareholder(s) at the conclusion of the agreement;

k. full or partial transfer of the business operated by the Principal business to one or more others;

The Client is required to immediately notify FootFacilities in writing of the occurrence of (one of) the events referred to in this article. FootFacilities shall never owe the Customer any compensation due to the termination of the Agreement and the suspension of obligations arising from the Agreement based on the events referred to in this article.

2.11 If the Agreement is dissolved, the performances already received by the Customer in execution of the Agreement and the Customer’s related payment obligations are not subject to an undoing obligation, unless FootFacilities is in default with respect to those performances. Amounts of money invoiced by FootFacilities for services rendered before or at the time of dissolution of the agreement are immediately due and payable by the Customer after dissolution. FootFacilities has the right, in the event of termination of the agreement other than on the grounds that the Customer has failed to fulfill its obligations, to demand reasonable compensation from the Customer for the loss or loss of profit it has suffered. That fee must be paid within 30 days of billing.

Article 3 – Price and payment

3.1 Prices and rates communicated by FootFacilities are exclusive of sales tax, other government-imposed levies and other sums of money owed to third parties, and exclusive of costs of, among other things, cabling work, removal and disposal of existing equipment, 230 V facilities, licenses and UTP cabling, unless expressly stated otherwise. Prices and rates not disclosed in an offer addressed exclusively to the Customer shall not bind FootFacilities. No rights can be derived by others from prices and rates stated in an offer addressed to the Client.

3.2 FootFacilities’ invoices must be paid in Euros in accordance with the payment terms stated on FootFacilities’ invoice. If no payment term is specified, the invoice must be paid within 30 calendar days of the invoice date.

3.3 If the Client has not paid sums due within the applicable period, the Client shall immediately be in default and shall owe statutory commercial interest on the outstanding sums. If the Customer fails to pay the sums of money due after the first reminder, the Customer shall owe FootFacilities the amount of the actual costs to be incurred by FootFacilities for in-court and out-of-court legal assistance (including unliquidated litigation costs) and court costs, which costs shall be fixed at least at 15% of the amount due to FootFacilities in the principal sum.

3.4 FootFacilities is entitled to apply payments from the Customer (despite the Customer’s statements to the contrary) first to settle claims not arising from the Agreement and claims arising from the Customer’s failure to perform obligations arising from the Agreement.

3.5 The Customer is not entitled to suspend and/or set off payment obligations to FootFacilities against FootFacilities’ obligations to the Customer. The Customer does not have the right to rescind the Agreement in whole or in part if FootFacilities is in default.

3.6 At FootFacilities’ first request, the Customer is obliged to provide (additional and/or replacement) security for the payment of FootFacilities’ claims arising from the agreement.

3.7 FootFacilities is entitled to invoice on an advance basis and/or in installments and to suspend performance of the commitments arising from the agreement until payment has been made. FootFacilities is also entitled to set off claims of the Customer – whether due or not – against FootFacilities’ obligations to the Customer.

3.8 Any “means of payment” (tokens) purchased by Customer from FootFacilities, are not redeemable and cannot be sold back to FootFacilities.

3.9 The Customer is obliged to pay for purchased items first, before FootFacilities is obliged to deliver those sold items.

Article 4 – Reservation of ownership and rights.

4.1 Ownership of all items delivered by FootFacilities will only transfer to the Customer if and after the Customer has fulfilled all that it owes FootFacilities under any agreement, in respect of items delivered or to be delivered, or under such an agreement also work performed or to be performed for the Customer, as well as in respect of the claims due to failure to comply with such agreements where, in addition to delivery of items, the performance of certain work has also been stipulated, including sums of money owed pursuant to Article 3.3. Among other things, any license shall expire, or any license may be revoked, in case of (partial) non-payment by the Client.

4.2 Until full payment has been made, the Client shall not have power of disposition in respect of rights, which have been delivered or granted under the conditions precedent referred to in this article 4.1 and shall be obliged to inform interested parties – including intended assignees – of such power of disposition.

4.3 FootFacilities has free access to the Customer’s premises at all times to retrieve the items delivered under retention of title if necessary.

Article 5 – Intellectual property rights

5.1 All intellectual property rights in respect of all products (such as computer software, databases and documentation) created, provided and/or accessible by virtue of and/or within the scope of the agreement (which expressly includes the offer), hereinafter referred to as: the “Products”, belong exclusively to FootFacilities and/or its licensor(s). The Client shall not disclose, reproduce and/or modify the Premises and shall not (otherwise) act as creator and/or right holder thereof. The Client shall not remove or alter indications of intellectual property rights from and of the Deliverables.

5.2 The Proposals and technologies, materials, methods and/or information contained or disclosed therein shall be deemed to contain only confidential information of FootFacilities and/or its licensor(s), with respect to which the following in Article 8.1 (first sentence) applies. The Client shall not remove or alter indications in and/or on the Proposals regarding the confidential nature of information.

5.3 FootFacilities has the right to take technical measures to protect and/or secure the Premises. The Client shall not circumvent, remove or circumvent technical measures for the protection and/or security of Proposals (or allow them to be circumvented) and to secure Proposals and have anti-virus software in operation at all times.

5.4 Any rights granted by FootFacilities to the Client with respect to the Premises shall only include non-exclusive rights expressly described in the Agreement, which shall expire with immediate effect by use of the Premises in violation of FootFacilities’ and/or its licensor(s)’ rights, the Agreement, these Terms and Conditions and/or applicable law. The Client does not acquire any intellectual property rights through the agreement. Rights granted by FootFacilities are non-transferable, non-exclusive, non-pledgeable and non-sublicensable.

5.5 If and to the extent that the Premises have been provided and/or are accessible to the Customer, with respect to which intellectual property rights belong to others than FootFacilities, the terms and conditions used by the rightholder(s) with respect to those Premises shall apply in lieu of provisions in these General Terms and Conditions that deviate therefrom. The Client accepts the terms and conditions of third parties referred to in this article, which the Client has had the opportunity to learn about by requesting FootFacilities to provide them to the Client.

5.6 The Customer shall indemnify FootFacilities against third-party claims based on the assertion that FootFacilities is violating third-party intellectual property rights through use of Supplies provided and/or prescribed by the Customer, perform all of FootFacilities’ obligations resulting from those claims as its own, and compensate FootFacilities for all damages resulting from those claims.

Article 6 – Liability and compensation.

6.1 Liabilities and legal obligations to compensate FootFacilities are limited by Articles 6.1 through 6.7. Articles 6.1 to 6.7 shall apply mutatis mutandis to claims based by the Customer on FootFacilities’ wrongful act. FootFacilities’ auxiliaries are entitled to invoke Articles 6.1 to 6.7 against the Customer.

6.2 FootFacilities is only liable for intentional or gross negligence of FootFacilities deficiencies attributable to FootFacilities. Deficiencies attributable to FootFacilities are in any case not considered to be actions of (prescribed) assistants, (incompetent) use of (unsuitable) (prescribed) auxiliary materials, (changes to) materials and software, deficiencies due to actions of other suppliers of the Customer, mutilated or lost data or loss of digitally stored information, modification of the items and/or services other than by or on behalf of FootFacilities, the use of the items and/or services in violation of the applicable terms and conditions, the Customer’s failure to perform timely maintenance, external causes, problems with network connections, voltage supplies and failures and shortcomings arising from non-secure (electronic) transmission of statements and data. FootFacilities is in no case liable for (consequences of) buying unsuitable items and (incorrect) use of FootFacilities’ advice and not exclusively addressed to the Client – general – information.

6.3 FootFacilities’ liability can only arise after the Customer has given FootFacilities proper notice of default by registered mail immediately, but no later than fourteen days after delivery of the delivered goods or after completion of the work performed, or in the event of a shortcoming that was not observable at the time of delivery, without delay, but no later than fourteen days after the discovery of the shortcoming, and has given FootFacilities the opportunity to remedy the shortcoming for a reasonable period of time.

6.4 An obligation of FootFacilities for compensation is limited to direct damage up to the amount of the agreed price, excluding sales tax and other government-imposed levies, to the extent paid by the Customer. If the agreement is primarily a term agreement for a period of more than 1 (one) year, the agreed price shall be set at the total amount of the price agreed for 1 (one) year, excluding sales tax and other government-imposed levies, to the extent paid by the Client. In no event shall the compensation payable by FootFacilities exceed the sum of money paid under FootFacilities’ liability insurance policy in connection with the compensation obligation in question. FootFacilities shall in no event be obligated to compensate for intangible and indirect damages, including, but not limited to, consequential damages, business damages, image damages, environmental damages and damages due to loss of time, loss of savings, loss of data or documents and/or loss of financial benefit.

6.5 The Customer shall indemnify FootFacilities against all claims of third parties, such as employees and other auxiliary persons, arising from and/or related to items delivered and/or services provided by FootFacilities pursuant to and/or in the context of the Agreement. Among other things, the Customer shall indemnify FootFacilities against all third party claims based on product liability for items delivered by the Customer to third parties, which partly consist of items delivered by FootFacilities to the Customer, unless the liability is exclusively caused by the items delivered by FootFacilities.

6.6 Any right of claim of the Customer and/or third parties against FootFacilities shall lapse 1 (one) year after delivery of the delivered items, or 1 (one) year after completion of the work performed.
6.7 The Client guarantees that data to be processed by FootFacilities, the processing of the data and the result of that processing are not in violation of applicable law, such as, among others, the General Data Protection Regulation (hereinafter referred to as “AVG”). FootFacilities shall not be liable for any direct or indirect damages, costs and interest, on any account, arising from acting in violation of the laws governing the processing of personal data. The Client shall indemnify FootFacilities against all claims by third parties based on the assertion that with data processed by FootFacilities, the processing of data and/or the result of such processing, applicable rights, such as, among others, the AVG and/or rights arising therefrom, are violated.

Article 7 – Force majeure

7.1 If FootFacilities is temporarily unable to execute the agreement due to force majeure, it is authorized to suspend execution of the agreement in whole or in part for as long as the force majeure continues. If FootFacilities is permanently unable to perform the agreement due to force majeure, it has the right to terminate the agreement in whole or in part with immediate effect. Force majeure includes shortcomings of (suppliers of) FootFacilities and/or other auxiliary persons, defectiveness of items and software (prescribed by Customer), government measures, network failures, internet failures, incorrect network voltage and weather conditions.

7.2 If FootFacilities is temporarily or permanently unable to execute the agreement due to force majeure, the Customer cannot make a claim against FootFacilities for execution of the agreement, dissolution of the agreement and/or compensation for damages.

7.3 If FootFacilities has already partially fulfilled its obligations when Force Majeure occurs, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the Customer is required to pay this invoice as if it were a separate agreement.

Article 8 – Confidential information

8.1 The Customer guarantees that third parties, through actions and/or omissions of them and/or of their employees and/or other auxiliary persons, do not or cannot take cognizance of information of a confidential nature provided by FootFacilities – or obtained from FootFacilities and resulting from the execution of the agreement. In any event, information shall be deemed confidential if such information is designated as such by FootFacilities. Software, source, access and identification codes are designated confidential in any case.

8.2 By violation of the provisions of paragraph 1 of this Article, the Customer shall be in default by operation of law and shall owe FootFacilities an immediately payable penalty of EUR 100,000 for each violation and of EUR 5,000 for each day that the violation continues, without prejudice to the Customer’s obligation to cease and desist each violation, to compensate FootFacilities for any damage resulting from each violation and to account for and remit to FootFacilities any benefits resulting from each violation.

8.3 Client allows FootFacilities to collect information (not identifiable personal data) disclosed during or through the Agreement for the purpose of improving its Software.

Article 9 – Personal data protection / Data breach notification obligation

9.1 Protection of personal data

9.1.1 FootFacilities and Customer mutually undertake to act in accordance with personal data protection legislation.

9.1.2 FootFacilities will disclose Customer’s personal data, without explicit (written) consent of the Client or a legal obligation, do not provide to third parties or use for purposes other than those agreed upon. In doing so, FootFacilities considers the necessity and nature of the agreement entered into with Client, as well as the purpose for which the personal data was collected or used and the period of time the data is required to be kept for that purpose.

9.1.3 FootFacilities has taken appropriate technical and organizational measures to secure Customer’s personal data against loss or any form of unlawful processing.

9.1.4 FootFacilities is entitled to engage third parties in the execution of a remote agreement. If this third party is going to process Customer’s personal data, FootFacilities needs Customer’s consent. By entering into an agreement with FootFacilities, Client agrees to the processing of personal data by any third parties that may be engaged.

9.1.5 During the term of the Agreement, the Customer is free to engage an independent expert to check, or have an independent expert check, FootFacilities’ compliance with the processing of personal data. Client shall bear the costs in such a case.

9.1.6 FootFacilities processes Customer’s personal data only within the European Economic Area, unless FootFacilities and Customer have made other written agreements in this regard.

9.2 Duty to report data breaches

9.2.1 Subject to the Act, FootFacilities shall report any data breach to the Personal Data Authority. Where appropriate, FootFacilities will inform Customer in a timely and complete manner. The Data Breach Notification Policy Rules of the Personal Data Authority provide more information on this.

9.2.2 To determine whether there is a data breach, FootFacilities (and Customer) shall make use of the relevant provisions of the AVG and/or the Policy Rules on Duty to Report Data Breaches.

9.2.3 All security incidents that cause the protection of personal data to be breached at any time or expose the personal data to loss or unlawful processing will be considered by FootFacilities (and Client) in any case to be a “data breach” (e.g., loss of a USB stick or computer, break-in by a hacker, sending an e-mail in which the e-mail addresses are visible to all addressees, a calamity such as fire in a data center or a malware infection).

9.2.4 The data breach notification requirement does not apply if the breach is unlikely to pose a high risk to the rights and freedoms of natural persons.

9.2.5 If Principal has become aware of a data breach, he/she must report it to the Personal Data Authority as soon as possible, where possible within 72 hours. Should this fail, Client must provide an explanation for the delay.

Article 10 – General

10.1 Declarations or conduct with respect to which the Agreement or these General Terms and Conditions require the written form shall also be considered electronic declarations and/or statements.

10.2 The Customer’s rights, obligations or claims against FootFacilities are not assignable (under both contract and property law) except with FootFacilities’ prior written consent.

10.3 Without FootFacilities’ prior written consent, the Customer is not permitted to use or sell to business relations/third parties (but only to consumers) any items resulting from the Agreement with FootFacilities (more specifically: the orthotics/leathers designed by the Customer using FootFacilities’ Hardware, Software and Materials).

10.4 Offers from and agreements with FootFacilities are exclusively governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 does not apply to offers made by and agreements entered into with FootFacilities.

10.5 The absolutely competent court in the district of East Brabant has jurisdiction and is exclusively competent to take cognizance of disputes arising directly or indirectly from the agreement.

DELIVERY OF BUSINESS AND SERVICES

Article 11 – General

11.1 Deadlines communicated by FootFacilities are established to the best of FootFacilities’ knowledge on the basis of data known to FootFacilities at the time the agreement is concluded, do not constitute an essential part of the agreement and are observed by FootFacilities to the extent possible. FootFacilities is not in default by the mere exceeding of a deadline, and the Customer cannot derive from the mere exceeding of a deadline communicated by FootFacilities the right to dissolve the agreement in whole or in part nor to claim damages. Deadlines do not apply if they cannot be met due to circumstances beyond FootFacilities’ control that occurred after the conclusion of the agreement. Deadlines do not commence until all commercial and technical details have been agreed upon and all necessary data are in FootFacilities’ possession, the agreed (instalment) payment has been received and the necessary conditions for the execution of the agreement have been fulfilled.

11.2 The Customer is obliged to take delivery of the goods to be delivered and services to be provided within the agreed deadlines or at FootFacilities’ first request. By violation of the obligations referred to above in this article, the Client shall be immediately in default.

11.3 Services performed by FootFacilities, items delivered and/or work performed against which the Customer has not protested in writing within fourteen days after the delivery and/or performance thereof, are deemed to be in accordance with the agreement.

11.4 If FootFacilities supplies goods delivered by others and/or procured from others and/or provides services to the Customer, with regard to (the soundness of) those goods and/or services, the terms and conditions of those goods or of that service provider, respectively, apply in addition to and with priority to the agreement between FootFacilities and the Customer (including these general terms and conditions).

Article 12 – Delivery and acceptance of goods (“Hardware”)

12.1 If no other place of delivery is agreed upon, the delivery of items (such as “Hardware”) shall be made by FootFacilities at the Customer’s place of business. FootFacilities is entitled to fulfill delivery obligations in parts.

12.2 Transportation and shipment of the items to be delivered to the Customer by FootFacilities occur at the expense of the Client, unless expressly agreed in writing, applying the rates announced by FootFacilities. 12.3 The costs of executing changes and/or additions to the agreement requested by the Customer or accepted by FootFacilities with the Customer’s prior consent shall be borne by the Customer.

12.4 Without prejudice to Articles 4.1 and 11.2, items to be delivered by FootFacilities are at the Customer’s risk from the time when (an auxiliary person of) the Customer has actual control over these items or from the time when the Customer fails to take delivery of items to be delivered by FootFacilities, respectively.

12.5 FootFacilities is not obliged to accept items returned by the Customer to FootFacilities without its prior written consent. Acceptance of items returned by the Customer does not imply acknowledgement by FootFacilities of the reason for the return. The agreed fees shall be payable by the Customer until FootFacilities has credited the Customer for these items. If FootFacilities does not accept returned items, the Customer is required to reimburse FootFacilities for (transportation) costs incurred by FootFacilities in connection with the returned items. If the Customer makes items available to FootFacilities, the Customer guarantees that they meet the specifications necessary to perform the agreement.

Article 13 – Warranty, investigation and complaint, statute of limitations

13.1 The Hardware to be delivered by FootFacilities meets the usual requirements and standards that can reasonably be set for it at the time of delivery and for which it is intended in normal use.

13.2 The items referred to in paragraph 1 of this article are covered by a warranty for a period of twelve (12) months after delivery, unless otherwise follows from the nature of the delivered items or the parties have agreed otherwise. If the warranty provided by FootFacilities concerns a case produced by a third party, the warranty is limited to that provided by the manufacturer of the case for it, unless otherwise stated.

13.3 Any form of warranty will expire if a defect is caused as a result of or arising from injudicious or improper use, incorrect storage or maintenance by the Customer and/or third parties when, without FootFacilities’ prior written consent, the Customer or third parties have made changes or tried to make changes to the item, attached other items to it that should not be attached to it, or if it was processed or treated in a manner other than prescribed. Nor is the Customer entitled to claim warranty if the defect is caused by or the result of circumstances beyond FootFacilities’ control (including any extreme weather conditions).

13.4 The Client is obliged to examine the delivered goods, or have them examined, immediately at the time that the goods are made available to him/her or the work in question has been carried out respectively. In doing so, the Client should examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed upon and meets the requirements agreed upon by the parties in this respect. Any visible defects must be reported in writing to FootFacilities within seven days of delivery. Any non-visible defects must be reported to FootFacilities in writing immediately, but in any case no later than fourteen days, after their discovery. The notification should provide as detailed a description as possible of the defect so that FootFacilities is able to respond appropriately. The Client must give FootFacilities the opportunity to investigate a complaint (or have it investigated).

13.5 If the Client complains in a timely manner, this shall not suspend his/her payment obligation. In that case, the Customer also remains obliged to take delivery of and pay for the items ordered and what he has ordered FootFacilities to do.

13.6 If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.

13.7 If it has been established that a good is defective and a timely complaint has been made about it, FootFacilities will, at FootFacilities’ discretion, replace the defective good (with an equivalent good) within a reasonable period of time after receiving it back or, if returning it is not reasonably possible, inform the Customer in writing about the defect. In the event of replacement, the Customer is required to return the item to be replaced to FootFacilities and transfer ownership of it to FootFacilities, unless FootFacilities indicates otherwise.

13.8 If it is determined that a complaint is unfounded, then the costs incurred as a result, including the research and/or transportation costs, on the part of FootFacilities as a result will be borne entirely by the Customer.

13.9 After expiration of the warranty period, all costs for repair or replacement, including administration, shipping and call-out or transportation costs, will be charged to the Client.

13.10 Notwithstanding any statutory limitation periods, the limitation period for all claims and defenses against FootFacilities and the third parties involved by FootFacilities in the execution of an agreement is one year.

Article 14 – Provision and purchase of services.

14.1 Only when agreed in writing will FootFacilities provide services to the Client.

14.2 If one of the services described in Article 1.5 has been agreed upon by FootFacilities, the Customer is obliged, prior to the (delivery) of sold goods, to make available a place suitable for the service and facilities required for the functioning of the goods (such as a work space with computer, data and telecommunication facilities, gas, water, electricity, light and heating) and facilities (such as sanitary facilities for workmen) and to take all necessary safety and precautionary measures, to maintain and comply with government regulations.

14.3 FootFacilities makes every effort to perform the agreed service to the best of its ability and with care based on agreements and procedures accepted in writing by FootFacilities, but FootFacilities does not guarantee the achievement of the intended result. Services are provided per half-day period, which includes preparation time and travel time, unless otherwise agreed upon.

14.4 If it has been agreed that services will be provided in installments, FootFacilities is entitled to suspend the execution of the following installments until the Customer has approved the results of the preceding installments in writing.

14.5 FootFacilities may take items and/or services out of operation temporarily if necessary for maintenance or service purposes.

14.6 If FootFacilities, at the direction or request of the Customer or with the prior consent of the Customer, goes beyond the content and/or scope of the If FootFacilities has performed work falling under the agreed service provision (for example, performing updates or modifying the Software), the Customer shall owe FootFacilities a (supplementary) sum of money to be determined by FootFacilities based on its rates. FootFacilities is not obligated to perform work outside the content and/or scope of the agreed service and may require that a separate agreement be established for that purpose.

14.7 The Client is not entitled to issue and/or access databases created by FootFacilities and/or resulting from FootFacilities’ services. 14.8 In case service in the form of giving (or having given) a training has been agreed upon, such training must be followed and completed within three (3) months after the invoice date, unless the parties have agreed otherwise in writing.

DEVELOPMENT, USE AND MAINTENANCE OF SOFTWARE

Article 15 – Development of Software

15.1 FootFacilities is obliged to carry out an order to develop Software to the best of its ability and with care, based on information provided in writing by the Customer, the accuracy, completeness and consistency of which the Customer vouches for, and based on functional specifications laid down in writing at the time the agreement is concluded.

15.2 FootFacilities has the right, but is not obliged, to examine the accuracy, completeness and consistency of data and functional specifications provided by the Client and has the right to suspend the execution of the agreed order until the Client has rectified any imperfections identified by FootFacilities.

Article 16 – Use of Software

16.1 Without prejudice to the provisions of Article 5, FootFacilities’ Customer has the non-exclusive right under the Agreement to use the Software (including but not limited to a ‘Rhino License’) provided and/or accessible to the Customer exclusively during the term and subject to the Agreement, on the processing units and/or for the connections for which the right of use has been granted.

16.2 The Client has neither the right to modify, expand, apply in other Software, sell, rent out, alienate, provide to third parties, use for the benefit of third parties and/or make accessible to third parties (carriers of) the Software and information contained therein, nor the right to establish limited rights on (carriers of) the Software.

16.3 The Client is prohibited from duplicating, modifying, expanding, or applying the Software and associated documentation to other Software with the exception of making a backup for his own use.

16.4 At the end of the right of use, the Customer is obliged to hand over to FootFacilities all carriers of the Software developed, provided and/or accessible under the Agreement and the information contained therein, or at least to remove this Software and the information contained therein from carriers of the Customer without keeping a copy of them.

16.5 FootFacilities does not guarantee that the Software and services it provides will function without error or interruption (e.g., when using noncurrent or obsolete operating systems, browsers, plug-ins, scripts, other Software, and hardware or by an obsolete or newer version of ‘Rhino’). FootFacilities endeavors to remedy, within a reasonable period of time, deficiencies that the Customer reports properly, in writing, by means of a letter sent by registered mail within fourteen days after delivery of the delivered items or after completion of the work performed, or, in the case of a deficiency that was not observable at the time of delivery, to proceed immediately but at the latest within fourteen days after the discovery of the deficiency if it concerns Software developed by FootFacilities itself. Restoration may be suspended until a new version of the Software is in use. If Software is developed on behalf of the Client, FootFacilities will charge the Client for costs of repair according to usual rates.

16.6 In the event of Customer’s additions or comments regarding Software provided by FootFacilities to the Customer, FootFacilities shall be free to make or implement any changes or modifications to the Software.