Terms and conditions HUMAI B.V.

Article 1. Applicability
1.1. These General Terms and Conditions of Purchase apply to all offers, Agreements, Assignments and activities of or by Humai B.V. (“Humai”) and its affiliated companies, of any nature whatsoever, as well as to the realisation thereof, unless such applicability is expressly excluded in full or in parts in writing or explicitly agreed otherwise. These are available for inspection at the offices of Humai B.V. at Brouwersgracht 99, 1015 GC Amsterdam, and can be found at www.humai.nl.
1.2. Any general terms and conditions of the (End) Customer are expressly rejected. Deviations from and additions to these terms and conditions are only applicable if and insofar as they have been expressly accepted by Humai in writing.
1.3. A Customer with whom a contract was once concluded on the basis of the present terms and conditions is deemed to tacitly agree to the applicability of these terms and conditions to a subsequent Agreement concluded with Humai.
1.4. In case of conflict between the contents of an Agreement concluded between the Customer and Humai and the present conditions, the contents of the Agreement shall prevail.
1.5. Humai is at all times entitled to amend these General Terms and Conditions. If the (End) Customer is placed in a less favourable position due to the amended contents, the Customer has the right to terminate the Agreement by the date the amended conditions become effective.
1.6. In the event of any conflict between provisions in the Agreement, General Terms and Conditions or appendices thereto, the following order of precedence will apply: i. the Agreement; ii. any appendices to the Agreement; iv. these General Terms and Conditions.
1.7. By signing the Assignment Agreement, or otherwise agreeing verbally, in writing or electronically with Humai, the (End) Customer declares that it has taken note of these General Terms and Conditions and that it agrees to them.
1.8. All offers are without obligation, unless the offer expressly indicates otherwise in writing.

Article 2. Definitions:
2.1. General Terms and Conditions: the provisions contained in the present document.
2.2. Data: the (personal) data relating to the (End) Customer, its company, its employees and/or clients, which are stored and accessible via the Assignment.
2.3. Development: the development, configuration and/or modification of Works such as websites, applications, layout, designs, concepts, data files, software, documentation, advice, reports, analyses, models, content, videos, images, (online) tools.
2.4. Assignment(s): the assignment(s) that Humai will perform for the Customer, including but not limited to consultancy work aimed at online marketing as described in the offer, quotation and/or Agreement of Humai.
2.5. End Customer: The end customer for which Humai or its employee(s) will perform the assignment -whether or not via the Customer.
2.6. Effective Date: the date on which the Agreement comes into force and on which the delivery of the Assignment commences.
2.7. Material(s): digital information and data, including but not limited to texts, images, videos, documents, (source) files, scripts, and other software.
2.8. Humai: the contractual other party to the Agreement with the Customer and user of the present General Terms and Conditions in the sense of Article 6:231(b) of the Dutch Civil Code.
2.9. Customer: the natural person or legal entity with whom Humai has entered into an Agreement and other party to the Agreement with Humai in the sense of Article 6:231(c) of the Dutch Civil Code. It also means the person who is negotiating the Agreement, as well as the Customer’s representative(s), agent(s), assignee(s), or heirs.
2.9. Agreement: any (assignment) agreement between Humai and the Customer arising from an offer or quotation made by Humai and the valid acceptance thereof by the Customer.
2.10. Parties: Humai and the Customer jointly.
2.11. Personal data: any data relating to an identified or identifiable natural person.
2.12. Price list: a list of rates for work performed by Humai and Assignments to be delivered by Humai as stated in the quotation.
2.13. In writing: in these General Terms and Conditions “in writing” also includes communication by e-mail, fax or digitally (e.g. through an online interface) provided that the identity of the sender and integrity of the content is sufficiently established.
2.14. Working Days: Monday through Friday, with the exception of Dutch national holidays.
2.15. Work(s): the websites, applications, layout, data files, software, designs, concepts, documentation, advice, reports, analyses, content, models, or other types of products developed or designed by Humai for and by order of the Customer.
2.16. Working Hours: hours on Working Days in the Netherlands from 09:00 to 17:30.

Article 3. Offers and quotations
3.1. All offers and quotations of Humai are revocable and made without engagement, unless otherwise indicated in writing.
3.2. The Customer guarantees the accuracy and completeness of the requirements, specifications, and other data on which Humai bases its offer.
3.3. The Customer is not permitted to disclose or in any other way share Humai’s quotation with third parties, except with Humai’s written consent.
3.4. If the Customer does not explicitly indicate its agreement with the quotation, but nevertheless agrees, or gives that impression, that Humai performs work that falls within the description of the Assignments, the quotation shall be considered accepted. This also applies when the Customer requests Humai to perform certain work without waiting for a formal quotation.
3.5. Quotations from Humai are made without obligation and may be revoked by it immediately after acceptance by the Customer, unless the quotation includes a deadline for acceptance.
3.6. Humai cannot be held to its quotations or offers if the Customer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
3.7. If it turns out that the information provided by the Customer with the application or Agreement was incorrect, Humai has the right to adjust the amounts accordingly.
3.8. Prices mentioned in an offer or quotation are exclusive of VAT and any costs to be incurred in the context of the Agreement, unless stated otherwise.

Article 4. Conclusion of the Agreement
4.1. The Agreement is concluded verbally or by express written acceptance of the quotation or offer by the Customer. The quotation must be signed by the Customer and returned in writing or by e-mail.
4.2. The Agreement runs from the moment notification of acceptance by the Customer is received by Humai (“the Effective Date”) or from the moment the Customer gives the impression of agreeing to the quotation, unless another Effective Date is jointly agreed in the Agreement.
4.3. The content of the Agreement is solely determined by the description of the assignment given in the quotation.
4.4. Any subsequent additional agreements or changes made shall only bind Humai if confirmed by Humai in writing within 30 days.
4.5. If the acceptance differs from the quotation (whether or not on minor points), Humai is not bound by it. The Agreement will not be concluded in accordance with this deviating acceptance, unless Humai indicates otherwise.

Article 5. Duration of the agreement
5.1. The Agreement is entered into for the term as agreed in the Agreement and each party may terminate the Agreement in the interim in writing with due observance of a notice period of 2 months with effect from the end of each calendar month.
5.2. If the Customer fails to terminate the Agreement by the end of the agreed period and with due observance of the applicable notice period, it will be tacitly renewed each time for the same duration and under the same conditions, unless the parties have agreed otherwise in writing.
5.3. Each party has the right to terminate the Agreement with immediate effect and without any obligation to pay damages, if:
(a) the other party has failed to fulfill its obligations and such failure has not been remedied by the other party within 7 days after written notice of default;
(b) if either party has filed for suspension of payments or its bankruptcy or bankruptcy is sought, claimed or declared or it offers a private composition to its creditors;
(c) if one party requires Materials from the other party before the execution of the Agreement and does not receive such Materials within the required period so it is not able to perform.

Article 6. Performance of the Agreement
6.1. After the formation of the Agreement, Humai shall execute the Assignment in accordance with the agreements and deadlines specified therein.
6.2. If a term has been agreed or stated for the execution of the Assignment or certain activities, this is never a deadline. If a term is exceeded, the Customer must give Humai written notice of default. Humai must be offered a reasonable period to still perform the Agreement.
6.3. Humai or its further to be agreed employee(s) will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the then current state of knowledge.
6.4. Humai determines the manner in which the Agreement is performed. Humai selects the employees to be deployed on the basis of their qualities and suitability for the agreement to be executed. This also applies if it is the explicit or tacit intention that a contract is executed by a certain person. The applicability of Articles 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is expressly excluded.
6.5. Humai has the right to replace its employees – after consultation with the Customer – without giving reasons and to have the work performed by third parties.
6.6. If Humai, within the framework of the execution of the agreement, acts with third parties engaged by the Customer, Humai shall always act on behalf of the Customer. The agreement entered into between the customer and Humai shall in this connection apply as irrevocable power of attorney from the customer to Humai.
6.7. The Customer shall ensure that all Materials, which Humai indicates are necessary or which the Customer should reasonably understand are necessary for the execution of the Agreement, are provided to Humai in time. If the Materials required for the execution of the Agreement are not provided to Humai in due time, it has – in addition to the right to terminate as described in Article 5.3 – the right to suspend the execution of the Agreement and to charge the additional costs resulting from the delay to the Customer in accordance with the then customary rates.
6.8. The execution period shall not begin until after the Customer has made the Materials available to Humai. Humai is not liable for damage, of whatever nature, due to Humai having relied on Materials provided by the Customer.

Article 7. Amendment of the Agreement; additional work
7.1. If during the execution of the Agreement it turns out that for a proper execution thereof it is necessary to amend or supplement the Agreement, the parties shall amend the Agreement in good time and in mutual consultation.

Article 8. Additional Work
8.1. Changes to the Works that must be made as a result of (amendments to) applicable laws and regulations are considered additional work, unless the technical consequences have been made known to Humai by the Customer before the conclusion of the Agreement and have been included in the technical design of the Work.
8.2. Changes as a result of new or changed insights that have arisen during the development process shall apply as additional work.
8.3. If during the execution of the assignment it turns out that for proper execution of the Agreement, it is necessary to extend the Agreement, Humai shall inform the Customer thereof in writing within a reasonable term. Parties shall agree in mutual consultation to what extent the work will be extended.

Article 9. Intellectual Property
9.1. The Intellectual property rights, including the copyright with respect to the source code, of Works developed by or commissioned by the Customer shall in principle belong to Humai. With the conclusion of the Agreement, the Customer acquires a perpetual license to use the Work. If Humai is willing to undertake to transfer a right of intellectual property, such an undertaking can only be made in writing. If the parties agree in writing that a right of intellectual property with respect to software, equipment, website, databases or other materials developed specifically for the Customer shall pass to the Customer, this shall not affect Humai’s right or ability to use and/or exploit the components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like underlying that development for other purposes without any limitation, either for itself or for third parties. Nor does the transfer of a right of intellectual property affect Humai’s right to make developments for itself or a third party that are similar or derived from those made or to be made for the benefit of the Customer.
9.2. The Customer is not authorized to sublicense.
9.3. The intellectual property rights with respect to the SaaS (software as a service) used by Humai, are vested in the owner and developer of that software or another rightholder.
9.4. The Database Rights and Data stored during the development of the Work or stored in a database which is part of a Work developed for the Customer, is and shall as far as possibly remain the property of the Customer.
9.5. Humai will not take cognizance of the aforementioned Data that the Customer stores and/or distributes through the Works other than necessary for the performance of the Agreement, unless explicitly agreed upon with the Customer or Humai is required to do so pursuant to a statutory provision or court order. In that case, Humai shall make every effort to limit having knowledge of the data as much as possible;
9.6. Humai shall be permitted to use the developed Works, corresponding source files and source codes in whole or in part for other customers or purposes.
9.7. Humai shall not be permitted to take technical measures to prevent changes to the developed Works, corresponding source files and source codes. This includes securing the Works by means of encryption.

Article 10 Side activities and non-exclusivity
10.1 During the term of the Agreement(s) entered into and after the expiration thereof, Humai is permitted to accept and execute identical or similar Assignments from other customers unless expressly agreed otherwise in writing in advance.

Article 11. Rate changes
11.1. If Humai agrees with the Customer on an hourly and/or project rate, Humai is nevertheless entitled to increase this hourly rate at any time if:
(a) the increase of the rate results from a power or obligation under laws or regulations or is caused by an increase in the price of wages or on other grounds that were not reasonably foreseeable when the Agreement was concluded;
(b) the rate increase results from a power or an obligation resting on Humai under the law.
11.2. Humai is entitled to adjust its rates annually with effect from 1 January in accordance with the price index figure of the Bureau of Statistics for commercial Contracting.

Article 12. Payment
12.1. Unless otherwise agreed, work shall be charged at Humai’s hourly rate, and the number of hours worked on the assignment. Travel expenses and any other expenses and/or fees are not included and can be charged separately on top of the agreed work and hours.

Article 13 Cancellation of assignment and late payment (collection) by (End) Customer
13.1. If the Agreement or an agreed project is cancelled by the Customer without justifiable reason shortly and not no later than 2 (two) weeks before the commencement (start date) of the Agreement, at least 30% (“thirty percent”) of the fee agreed herein will be charged to the Customer even if the agreed work has not been performed (in full).
13.2. Payment of invoices must be made within 30 days of the invoice date by crediting to a bank account to be specified by Humai and in the currency in which the invoice was issued.
13.3. If the Customer fails to pay an invoice on time, the Customer is automatically by operation of law in default without further notice of default being required. From that moment, the Customer shall owe interest of 1% per month. The interest on the amount due and payable will be calculated from the moment that the Customer is in default. All judicial and extrajudicial costs incurred by Humai to obtain satisfaction – both judicial and extrajudicial – shall be for the account of the Customer from that moment. In that case the Customer shall owe compensation of at least 15% of the outstanding amount, with a minimum of € 250. Furthermore, Humai is authorized to suspend all work for the Customer, including providing information to the Customer, until Humai has received full payment.

Article 14. Liability
14.1. If Humai is liable, this liability is limited to what is regulated in this provision.
14.2. Humai is only liable for attributable shortcomings in the execution of the assignment, to the extent that these are the result of Humai’s failure to exercise the due care, expertise and skill that may be expected in the execution of the work within the scope of the assignment concerned.
14.3. Humai is not liable for damage, of whatever nature, resulting from the fact that Humai has relied on incorrect and/or incomplete information and/or Materials provided by or on behalf of the Customer.
14.4. If Humai is liable for any damage, such liability shall be limited to a maximum of the amount paid by Humai’s insurer. If for any reason the insurer does not pay out, the liability of Humai is limited to compensation of the direct damage and to a maximum of the amount of the fee (excluding VAT) that Humai received for its work within the framework of that assignment. Direct damage means exclusively:
(a) the reasonable costs incurred to determine the cause and extent of the damage, to the extent that such determination relates to damage within the meaning of these General Terms and Conditions;
(b) any reasonable costs incurred to have Humai’s faulty performance conform to the agreement, unless these cannot be attributed to Humai;
(c) reasonable costs incurred to prevent or limit damage, to the extent that the Customer demonstrates that these costs have led to limitation of the direct damage referred to in these General Terms and Conditions.
14.5. Humai shall never be liable for:
(a) indirect damage, including consequential damage, loss of profit, loss of savings, damage due to business interruption and damage as a result of fines imposed due to failure to meet delivery deadlines or failure to comply with laws or regulations, including privacy laws;
(b) damage as a result of a hack or data breach or network attacks such as SYN floods or (distributed) denial of service attacks. However, Humai shall notify the Customer as soon as reasonably possible in the event of a hack, data breach or network attack where unauthorized persons may have gained access to the Customer’s Work, Material or Data.
14.6. The limitations of liability for direct damage included in these General Terms and Conditions are not applicable if the damage is due to willful intent on the part of Humai.

Article 15. Defects and time limits for lodging a complaint
15.1. Complaints about the work performed must be reported in writing to Humai by the Customer within 14 days after discovery but no later than 60 days after completion of the Assignments concerned.
15.2. If the subsequent performance of the agreed Assignment is no longer possible or useful, Humai shall only be liable within the limits of Article 15 (liability).

Article 16. Suspension, dissolution and early termination of the Agreement
16.1. Humai is authorized to suspend fulfilment of the obligations or to terminate the Agreement if the Customer does not fulfil the obligations under the Agreement or does not do so in full or in a timely manner, if after the conclusion of the Agreement Humai learns of circumstances that give good reason to fear that the Customer will not fulfil the obligations, if upon entering into the Agreement the Customer was requested to provide security for the fulfilment of his obligations under the Agreement and this security has not been provided or is insufficient or if due to delay on the part of the Customer Humai can no longer be required to fulfill the Agreement under the originally agreed conditions.
16.2. Furthermore, Humai is authorized to terminate the Agreement if circumstances arise of such a nature that performance of the Agreement is impossible or if other circumstances arise of such a nature that Humai cannot reasonably be required to maintain the Agreement unchanged.
16.3. If the Agreement is terminated, Humai’s claims against the Customer are immediately due and payable. If Humai suspends fulfilment of the obligations, it retains its claims under the law and Agreement.
16.4. If Humai proceeds to suspend or terminate the Agreement, it is in no way obliged to compensate for damages and costs incurred in any way.
16.5. If the dissolution is attributable to the Customer, Humai is entitled to compensation of damages, including costs, directly incurred as a result.
16.6. If the Customer fails to fulfil its obligations under the Agreement and this failure to fulfil obligations warrants termination, Humai is entitled to terminate the Agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, while the Customer is obliged to pay damages or compensation for breach of contract.
16.7. If the Agreement is terminated prematurely by Humai, Humai shall in consultation with the Customer arrange for transfer of work to be performed to third parties. This unless the termination is attributable to the Customer. If the transfer of the work involves additional costs for Humai, these will be charged to the Customer. The Customer is obliged to pay these costs within the period stated, unless Humai indicates otherwise.
16.8. In case of liquidation, (application for) suspension of payment or bankruptcy, attachment – if and to the extent that the attachment has not been lifted within 3 months – at the expense of the Customer, debt restructuring or any other circumstance as a result of which the Customer can no longer freely dispose of its assets, Humai is free to terminate the Agreement immediately and with immediate effect or to cancel the order or Agreement, without any obligation on its part to pay any damages or compensation. The claims of Humai against the Customer are in that case immediately due and payable.

Article 17. Force majeure
17.1. Humai is not obliged to fulfil any obligation towards the Customer if Humai is prevented from doing so as a result of any external cause, foreseen or unforeseen, over which Humai has no influence, but as a result of which Humai is unable to fulfil its obligations.
17.2. This is understood to mean a circumstance that is not attributable to fault, and which is not the responsibility of Humai under the law, a legal act or generally accepted views. In particular, force majeure is understood to mean civil commotion, attacks, mobilization, wars, transport disruptions, strikes, network attacks such as SYN floods or (distributed) denial-of-service attacks, business disruptions, supply stagnation, fire, flooding, import and export barriers and in the event that Humai is not enabled to deliver by its own suppliers, regardless of the reason, as a result of which Humai cannot reasonably be expected to comply with the Agreement.
17.3. Humai can suspend the obligations under the Agreement during the force majeure period, which also suspends the Customer’s payment obligations. If this period lasts longer than 90 days, either party is entitled to terminate the Agreement, without obligation to compensate the other party for damages.
17.4. Insofar as Humai has already partially fulfilled an obligation under the Agreement at the time of the occurrence of force majeure or will be able to fulfil it during the period of force majeure, and independent value is attributed to the fulfilled or to be fulfilled part, Humai is entitled to invoice the fulfilled or to be fulfilled part separately. The Customer is obliged to pay this invoice.

Article 18. Indemnity
18.1 The Customer indemnifies Humai against any claims from third parties who suffer damage in connection with the execution of the Agreement and the cause of which is attributable to parties other than Humai. If Humai is held liable by third parties for this reason, the Customer is obliged to assist Humai both extrajudicially and legally and to immediately do everything that may be expected of him in that case. If the Customer fails to take adequate measures, Humai is entitled to do so itself without notice of default. All costs and damage incurred by Humai and third parties as a result are entirely at the expense and risk of the Customer.

Article 19. Confidentiality
19.1. The parties undertake to maintain confidentiality regarding all confidential information they receive about the other party’s company, including the content of the Agreement. The parties also impose this obligation on their employees as well as on third parties engaged by them for the implementation of the Agreement. Information is in any case considered confidential if it is designated as such by one of the parties.
19.2. Without the prior written permission of Humai, the customer is not entitled to make a statement to third parties about Humai’s operating procedure, methods and techniques and/or the content of Humai’s advice or reports. The Customer will not provide Humai’s advice or reports to a third party or otherwise disclose this information.

Article 20. Prohibition on taking over personnel
20.1. During the term of the Agreement between the Parties and within 12 months after its expiry, the Customer will not (directly or indirectly) approach staff of Humai or third parties engaged through Humai or contract any staff of Humai or third parties engaged through Humai, have this carried out by third parties unless the parties have made other written agreements about this.
20.2. If the Customer wants to contract staff or a third party engaged through Humai B.V., the Customer will inform Humai of this in writing in advance.
20.3. If the employee acts on behalf of the Customer (also via an intermediary/third party) during the period referred to in the previous paragraph of this article, the Customer will pay an immediately due and payable compensation to Humai B.V., without judicial intervention, of (one thousand) 1,000 times the hourly rate agreed between the Parties.

Article 21. Privacy
21.1. If Humai processes Personal Data on behalf of the Customer during the execution of the Agreement, the Customer must make its template processing agreement available. For the rest, each party will comply with its obligations under General Data Protection Regulation EU/2016/679 when executing the Agreement.

Article 22. Applicable law and disputes
22.1. All legal relationships to which Humai is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there.
22.2. The Amsterdam District Court has exclusive jurisdiction to hear disputes.
22.3. In the event of differences of interpretation of the content and scope of these General Terms and Conditions as well as in the event of a conflict between the content or explanation of any translations of the present General Terms and Conditions and the Dutch version, the Dutch text will always prevail.

II. License Software Terms and Conditions only apply in the case of use of third party software or tools for the benefit of the Customer

Article 1. Applicability

The provisions included in these terms and conditions, in addition to the provisions of the general terms and conditions, only apply if Humai makes software available to the customer for use on the basis of a license.
The provisions of these terms and conditions are inextricably linked to the provisions of the general terms and conditions. In the event of any conflict between the provisions of the general terms and conditions and the provisions of these terms and conditions, the latter shall prevail.

Article 2. Right of use

Humai makes available to the customer the computer programs specified in the agreement and the associated user documentation for use, hereinafter referred to as ‘the software’.
Unless otherwise agreed in writing, Humai’s obligation to make the computer programs available and the customer’s right of use extend exclusively to the so-called object code of the software. The customer’s right of use does not extend to the source code of the software. The source code of the software and the technical documentation produced during the development of the software will never be provided to the customer, even if the customer is prepared to pay a financial compensation for the provision.
Unless otherwise agreed in writing, Humai is not obliged to provide any software, program libraries or data libraries other than the agreed upon, even if these are necessary for the use and/or maintenance of the software. If, in deviation from the above, Humai must also provide software and/or program libraries or data libraries other than the agreed upon, Humai may require the customer to enter into a separate written agreement for this.
Unless otherwise agreed in writing, Humai’s performance obligations do not include the maintenance of the software and/or the provision of support to the users of the software. If, in deviation from the above, Humai must also provide such maintenance and/or support, Humai may require the customer to enter into a separate written agreement for this.
Without prejudice to the provisions of the general terms and conditions, the right to use the software is always non-exclusive, non-transferable and non-sublicensable.

Article 3. Restrictions on Use

The Customer will always strictly comply with the restrictions agreed between the parties in the right to use the software. The Customer is aware that violation of agreed restrictions on use entails both an attributable failure to comply with the agreement with Humai and an infringement of the intellectual property rights of the software. The agreed restrictions on use may include:
(a) the type of equipment for which the software is intended, and/or
(b) the maximum number of processing units for which the software is intended, and/or
(c) certain persons – whether or not identified by name or position – who may use the software within the customer’s organization, and/or
(d) the maximum number of users who may use the software – whether or not simultaneously – within the customer’s organization, and/or
(e) the location at which the software may be used, and/or
(f) certain types and purposes of use (e.g. business use or private use), and/or
(g) any other quantitative or qualitative restrictions.
If the parties have agreed that the software may only be used in combination with certain equipment or a certain type of equipment, the customer is entitled, in the event of any malfunction of the equipment in question, to use the software on other equipment of the same type for the duration of the malfunction.
Humai may require that the customer does not use the software until the customer has requested and obtained one or more codes (passwords, identity codes, etc.) required for use from Humai, its suppliers or the manufacturer of the software. Humai is always entitled to have technical measures taken to protect the software against unlawful use and/or against use in a manner or for purposes other than those agreed between the parties.
The Customer shall never remove or circumvent technical provisions intended to protect the software or allow these to be removed or circumvented.
Unless otherwise agreed in writing, the customer may only use the software in and for the benefit of its own company or organization and only for the intended use. Unless otherwise agreed in writing, the customer will not use the software for the processing of data for third parties, such as ‘time-sharing’, ‘application service provision’, ‘software as a service’ and ‘outsourcing’.
The customer is not permitted to sell, hire out, alienate or grant limited rights to the software, the carriers on which the software is recorded, and the certificates of authenticity provided by Humai when the software was made available, or make these available to a third party in any way or manner or for any purpose. Nor will the customer give a third party access – including remote access – to the software or place the software with a third party for hosting purposes, even if the third party in question uses the software exclusively for the benefit of the customer.
If requested, the Customer will immediately cooperate fully with an investigation to be carried out by or on behalf of Humai regarding the Customer’s compliance with the agreed restrictions on use. The Customer will grant Humai access to its buildings and systems at Humai’s first request. Humai will treat confidentially all business information that Humai obtains from or with the customer in the context of such an investigation, insofar as that information does not concern the use of the software itself.

Article 4. Delivery and installation
4.1. Humai will deliver the software to the customer in the agreed format of information carriers or, in the absence of clear agreements in this regard, in a format of information carriers to be determined by Humai, or will deliver it to the customer using telecommunications facilities (online). Humai B.V. determines the method of delivery.
4.2. Humai will only install the software at the customer if agreed in writing between the parties. In the absence of express agreements in this regard, the customer will install, set up, parameterize, tune the software itself and, if necessary, modify the equipment used and the user environment. Unless otherwise agreed in writing, Humai is not obliged to carry out data conversion.
4.3. User documentation is made available in paper or digital form; its content to be determined by Humai. Humai decides on the form and language in which the user documentation is provided.

Article 5. Acceptance test and acceptance
5.1. If the parties have not agreed that an acceptance test will be carried out, the customer will accept the software in the condition it is in at the time of delivery (‘as is’), therefore with all visible and invisible errors and defects, without prejudice to Humai’s obligations, such under the warranty scheme of Article 9 of these conditions.
5.2. If an acceptance test has been agreed in writing between the parties, the provisions of Articles 5.3 to 5.6 of these conditions apply.
5.3. Where ‘errors’ are mentioned in these terms and conditions, this is understood to mean a substantial failure to comply with the functional or technical specifications of the software communicated in writing by Humai, and, if the software concerns fully or partially customized software, with the functional or technical specifications expressly agreed in writing between the parties. An error only exists if the customer can demonstrate it and if it is reproducible. The Customer is obliged to report errors to Humai immediately.
5.4. If an acceptance test has been agreed, the test period is 14 days after delivery or, if an installation to be carried out by Humai has been agreed in writing, after completion of the installation. During the test period, the customer is not entitled to use the software for productive or operational purposes. The Customer will carry out the agreed acceptance test on the software with sufficiently qualified personnel and with sufficient scope and depth and report the test results to Humai in writing, in a clear and understandable manner.
5.5. If an acceptance test has been agreed, the customer is obliged to test under its full and exclusive responsibility whether the delivered software complies with the functional or technical specifications communicated in writing by Humai and, if the software concerns fully or partially customized software, with the functional or technical specifications agreed in writing between the parties. Unless otherwise agreed in writing, the assistance provided by Humai in carrying out an acceptance test is entirely at the risk of the customer.
5.6. The software will be considered accepted between the parties:
(a) if the parties have not agreed an acceptance test: upon delivery or, if an installation to be carried out by Humai B.V. has been agreed in writing, upon completion of the installation, or
(b) if the parties have agreed an acceptance test: on the first day after the test period, or
(c) if Humai B.V. receives a test report as referred to in Article 5.7 before the end of the test period: at the time that the errors referred to in that test report have been corrected, without prejudice to the presence of imperfections that do not preclude acceptance according to Article 5.8. By way of derogation, if the customer makes any use of the software for productive or operational purposes before the moment of explicit acceptance, the software will be considered fully accepted from the start of that use.
(d) if, during the performance of the agreed acceptance test, it turns out that the software contains errors, the customer will inform Humai of the errors by means of a written and detailed test report no later than the last day of the test period. Humai will make every effort to correct the errors referred to within a reasonable period, whereby Humai is entitled to introduce temporary solutions, program bypasses or problem-avoiding restrictions in the software.
(e) acceptance of the software may not be withheld on grounds that are not related to the specifications expressly agreed between the parties and furthermore not due to the existence of minor errors, i.e. errors that do not reasonably hinder the operational or productive use of the software, without prejudice to Humai’s obligation to correct these minor errors in the context of the warranty scheme of Article 9, if and to the extent applicable. Furthermore, acceptance may not be withheld because of aspects of the software that can only be assessed subjectively, such as aesthetic aspects and aspects regarding the design of user interfaces.
(f) if the software is delivered and tested in phases and/or parts, the non-acceptance of a certain phase and/or part does not affect any acceptance of an earlier phase and/or another part.
(g) acceptance of the software in one of the ways referred to in this article means that Humai B.V. is discharged from the fulfilment of its obligations regarding the provision and delivery of the software and, if, where appropriate, the installation by Humai has also been agreed, of its obligations regarding the installation of the software. Acceptance of the software does not affect the customer’s rights under Article 5.8 regarding minor defects and Article 9 regarding warranty.

Article 6. Duration of the agreement
6.1. The agreement to make the software available has been entered into for the duration agreed between the parties, failing which a duration of one year applies. The agreement commences on the day the software is made available to the customer. The duration of the agreement is tacitly extended each time for the duration of the original period, unless the customer or Humai terminates the agreement in writing with due observance of a notice period of three months before the end of the relevant period.
6.2. Immediately after the end of the right to use the software, the customer will return all copies of the software in its possession to Humai. If the parties have agreed that the customer will destroy the relevant copies at the end of the agreement, the customer will immediately notify Humai in writing of such destruction. At or after the end of the right of use, Humai is not obliged to provide the customer with assistance for the purpose of data conversion desired by the customer.

Article 7. Right-of-use fee
7.1. Unless otherwise agreed in writing, the right-of-use fee agreed between the parties is due at the times agreed between the parties or, in the absence of an agreed time:
(a) if the parties have not agreed that Humai will install the software: upon delivery of the software or, in the case of periodically payable right-of-use fees, upon delivery of the software and subsequently at the start of each new right-of-use period;
(b) if the parties have agreed that Humai B.V. will install the software: upon completion of the installation of the software or, in the case of periodically payable right-of-use fees, upon completion of the installation of the software and subsequently at the start of each new right-of-use period.
7.2. Unless otherwise agreed in writing, Humai is not obliged to install and modify the software. If, in deviation from the above, Humai also has to carry out installation work or work relating to modification of the software, Humai may require the customer to enter into a separate written agreement for such work. Where applicable, these services will be charged separately at Humai’s usual rates.

Article 8. Software modification
8.1. Unless otherwise agreed in writing and except where the law provides otherwise, the customer is not entitled to modify the software in whole or in part without prior written permission from Humai. Humai is always entitled to refuse permission or to attach conditions to its permission, including conditions regarding the manner and quality of implementation of the modifications desired by the customer.
8.2. The Customer bears the full risk of all modifications made by or on behalf of the Customer by third parties – with or without the permission of Humai.

Article 9. Warranty
9.1. Humai does not guarantee that the software made available to the customer is suitable for the actual and/or intended use by the customer. Humai also does not guarantee that the software will function without interruption, errors or defects or that all errors and defects will always be corrected.
9.2. Humai will make every effort to correct errors in the software within the meaning of Article 5.3 of these conditions within a reasonable period if the errors are reported in detail to Humai in writing within a period of three months after delivery, or, if an acceptance test has been agreed between the parties, within three months after acceptance. Correction will be carried out free of charge, unless the software has been developed on behalf of the customer other than for a fixed price, in which case Humai will charge the costs of repair at its usual rates. Humai B.V. may charge the correction costs in accordance with its usual rates if these are user errors or improper use by the customer or other causes not attributable to Humai or if the errors could have been discovered when carrying out the agreed acceptance test. The correction obligation lapses if the customer makes or has changes made to the software without written permission from Humai, which permission will not be withheld on unreasonable grounds.
9.3. Errors will be corrected at a location to be determined by Humai. Humai is always entitled to implement temporary solutions, program bypasses or problem-avoiding restrictions in the software.
9.4. Humai is never obliged to restore corrupted or lost data.
9.5. Humai has no obligation to correct errors reported after the warranty period referred to in Article 9.2 of these conditions, unless a separate maintenance agreement has been concluded between the parties that includes such a correction obligation.

Article 10. Maintenance agreement
If the customer has not entered into a maintenance agreement with Humai at the same time it entered into an agreement to make the software available, Humai is not obliged to enter into a maintenance agreement for that software at a later time.

Article 11. Software from suppliers
If and insofar as Humai makes software from third parties available to the customer, the (license) conditions of those third parties will apply to that software, provided this was communicated to the customer in writing, replacing any deviating provisions in these general terms and conditions. The Customer accepts the aforementioned conditions of third parties. These conditions are available for inspection by the customer at Humai and Humai will send them to the customer free of charge upon request. If and insofar as the aforementioned conditions of third parties are deemed not to apply or are declared inapplicable in the relationship between the customer and Humai for whatever reason, the provisions of these general terms and conditions apply in full.

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