The General Terms and Conditions (version 3.0 – May 1, 2025) of Klien-IT-Systems BV (hereinafter “Klien
IT”) can be found here and can also be requested by mail.
The buyer expressly agrees to this (electronic) delivery and declares to have received a copy of these
general terms and conditions:
1.1
These general conditions are applicable to all requests, offers, quotations, orders, order confirmations,
(legal) acts, transactions and agreements concluded and to be concluded – regarding the delivery of
goods and/or services of any nature and under any name whatsoever – between the Supplier, being Klien
IT and the Customer.
1.2
The Customer is the company with whom the Supplier concludes or intends to conclude an agreement,
to whom the Supplier makes an offer or to whom the item and/or service is provided by the Supplier.
1.3
Deviations from these General Terms and Conditions shall only be legally valid if agreed in writing, including by email, between the Supplier and the Customer.
1.4
The applicability of purchasing conditions, general terms and conditions or other conditions of the
Customer is expressly rejected.
2.1
All quotations, offers and (new) proposals of the Supplier shall be without obligation and shall be valid for
no more than thirty (30) calendar days, unless otherwise specified in writing.
2.2
The agreement comes into effect, as soon as the written acceptance of the quotation or order has
reached the Supplier.
2.3
The Customer cannot hold the Supplier to a (provision in the) quotation, offer or (new) proposal, if the
Customer knows or should reasonably understand that the quotation, offer or (new) proposal issued by
the Supplier contains an obvious (qualitative or quantitative) mistake or clerical error.
2.4
Quotations, (new) proposals, discounts and offers do not automatically apply to future and/or follow-up
orders. Unless otherwise agreed in writing.
2.5
A (composite) quotation or offer does not oblige Supplier to perform part of the assignment at a
corresponding part of the quoted price.
2.6
If quotations and price offers of the Supplier are based on the information provided by the Customer, the
Customer guarantees that it has provided all essential information for the order in a timely and truthful
manner. The Supplier cannot be held liable for the information provided by the Customer.
2.7
The Customer acknowledges that bugs, minor defects, malfunctions and other deviations are an inherent
part of software development, and accepts them as such. Deviations of (minor) significance from the
original design of the Supplier can therefore not constitute grounds for rejection of the delivery, granting
a discount, dissolution of the agreement or claiming damages.
2.8
Changes and reservations to the acceptance of the offer, do not bind the Supplier unless the Supplier
expressly agrees.
3.1
Agreed dates of delivery in these general terms and conditions, quotations and other offers shall at all
times apply to the Supplier as target dates, are not binding on the Supplier, are indicative and shall never
apply as deadlines. Exceeding the delivery date therefore does not entitle the Customer to dissolution or
compensation on any grounds whatsoever.
3.2
The manner in which items – specifically in the case of hardware – are packaged, shaped, shipped and
designed shall be determined by the Supplier.
3.3
Supplier shall use its best judgment and ability to perform the agreement to the best of its ability.
3.4
No additional work will be performed by the Supplier unless the Customer has requested it in advance in
writing and the Supplier has agreed to it in writing.
3.5
The Customer may only use the offered goods and/or services for the benefit of its own business or
organization and only in accordance with the intended use of the offered goods and/or services. Sharing
the software with third parties is also prohibited. See for both cases penalty clause article 14.
3.6
Supplier may make changes to the content or scope of the items and/or services offered.
3.7
Supplier may temporarily take all or part of the offered items and/or services out of service for, among
others, maintenance or other form of services.
3.8
If the Customer wishes to postpone the delivery by the Supplier of the offered goods and/or to have the
Supplier store them, the storage of these goods shall at all times be at the expense and risk of the
Customer.
4.1
The prices quoted by the Supplier are in euros and do not include transportation costs, travel expenses,
VAT, other levies and/or government charges.
4.2
The Customer can never derive any rights or (future) expectations from any pre-calculation, budget or
estimate issued by the Supplier, unless the parties have agreed otherwise in writing.
4.3
In the event of multiple natural persons and/or legal entities on the part of the Customer, each of those
(legal) persons shall be jointly and severally liable to the Supplier in the fulfillment of these General Terms
and Conditions.
4.4
After the expiry of a period of one (1) month after the acceptance of the offer by the Customer, the
Supplier shall be entitled to adjust the price as a result of changes in price-determining factors. These
include, but are not limited to, inflation adjustments.
4.5
The Supplier has the right to deliver the goods and/or services by partial deliveries and to invoice by
partial invoices. The Supplier also has the right to request advance payment for the delivery and/or
service.
4.6
The term of payment is fourteen (14) calendar days after the invoice date, unless otherwise agreed in
writing. After expiry of this payment term, the Customer shall be in default by operation of law; from the
moment of default, statutory commercial interest shall be payable on the amount due.
4.7
If an invoice is not paid on time, the Supplier is entitled to suspend its deliveries, including for orders from
the Customer other than those to which the unpaid invoice relates, without any demand or notice of
default being necessary. The Supplier shall not be liable for any damage resulting from such suspension.
4.8
If the Supplier, due to overdue payments or other forms of the Customer’s non-compliance with the
Agreement, in succession to Articles 4.6 and 4.7, suspends its services (read: denies the Customer access
to the software), the Customer’s payment obligation shall remain in Force. Furthermore, the Supplier has
the right to make the Customer’s payment obligations in the coming year immediately due and payable.
4.9
In the event of Article 4.8 the Customer wishes to regain access to the software, the Supplier shall have
the right to recover the costs of opening the software from the Customer whereby the Customer shall
have a payment obligation to do so. The standard cost as such shall be €750 per opening.
4.10
All costs to be incurred by the Supplier for payment of the claim in and out of court shall be at the expense
of the Customer. These extrajudicial collection costs shall be calculated in accordance with the graduated
scale from the Compensation for Extrajudicial Collection Costs Decree (Besluit vergoeding voor
buitengerechtelijke incassokosten) applicable by virtue of article 6:96 paragraph 5 of the Dutch Civil
Code, with a minimum of € 250 per claim.
4.11
If the Supplier has reasonable doubt about the Customer’s ability or willingness to pay, the Supplier shall
be entitled to postpone deliveries until the Customer has provided security for payment. The Customer
shall be liable for damages to be suffered by the Supplier due to such delayed delivery. The Customer
shall have no right to compensation towards the Supplier.
4.12
The Customer is not entitled to suspension or setoff.
5.1
The risk of loss, theft, damage or misappropriation of items, data (files), data, usernames, passwords,
codes, documents, software, etc. manufactured for, delivered to or used by the Customer in the context of the execution of agreements, shall pass to the Customer at the moment they are placed in the actual
control of the Customer or auxiliary person of the Customer.
6.1
All files, data and the like supplied and entered by the Customer shall in principle belong to the Customer.
The Supplier shall at all times cooperate in the exercise of the Customer’s retention of title to the extent
possible.
6.2
If the Customer has not fully fulfilled all its payment obligations to the Supplier under the agreement or
related or subsequent or preceding agreements, the Supplier shall retain ownership of all goods delivered.
Ownership of all goods delivered shall pass to the Customer as soon as the Customer has fulfilled all his
obligations towards the Supplier.
6.3
The Supplier may, in the aforementioned case, retain the data, documents, data files or software received
or realized under these general conditions until the Customer has paid all amounts due to the Supplier.
6.4
The Customer is solely responsible for storing, managing and maintaining the data it enters in the
Supplier’s software. The Supplier only provides a SaaS product that allows the Customer to store and
maintain data therein. The Supplier is not responsible for, nor involved in, compliance with any legal
retention obligations with respect to the data entered. This responsibility rests entirely with the Customer.
6.5
When the agreement between the Customer and the Supplier ends, the environment in which the
Customer was working will also be terminated and deleted. This means that all entered data will be
permanently and irrevocably deleted. This also includes; accounting data and personnel administration
data.
6.6
Further to the previous article, the Customer is responsible for exporting or securing the necessary data
from the software in a timely manner, and in any case before the termination of the agreement. After
termination of the agreement, the Customer shall no longer have access to the SaaS environment, and all
data stored therein shall be permanently deleted.
If the Customer wishes that (part of) the data be retained after termination of the agreement, a separate
written agreement must be made with the Supplier in this regard prior to termination, under the heading
of a “viewing license.
7.1
The Supplier shall perform the Services to the best of its knowledge and ability and in accordance with
good industry practices.
7.2
The Supplier guarantees for a maximum period of three (3) months from delivery that the items and/or
services developed by the Supplier will function, during which time the Customer shall have the
opportunity to notify the Supplier in writing of any errors in a timely manner, but no later than ten (10)
working days.
7.3
Defects resulting from abnormal use or from other incidents or factors attributable to or for the account
and risk of the Customer are not covered by this warranty.
7.4
This warranty extends – at Supplier’s sole option – only to repair or replacement by or on behalf of Supplier.
The guarantee does not imply any right to compensation or indemnification of other claims or
compensations. Article 8 of these General Terms and Conditions shall also apply to these warranty
undertakings.
8.1
Every liability, for whatever reason, of the Supplier to the Customer is limited to the amount (excluding
VAT) charged by the Supplier to the Customer in the six months preceding the occurrence of the liability,
with a maximum of €5.000 (five thousand euros) per event or series of related events.
8.2
Liability of the Supplier can only exist if the Supplier is in default. Default only occurs after the Supplier
has been given written notice of default by the Customer and has been given a period of 60 days to
remedy the defect found by the Customer.
8.3
Any liability for indirect damage is expressly excluded, including but not limited to consequential damages,
delay damages, lost profits, work not performed, missed savings, fines from third parties, loss of data/data,
damages due to hacked applications or (computer) systems and damages due to business stagnation
and idle time.
8.4
Fees based on warranty obligations are also subject to the limitation of paragraph 1.
8.5
The Customer shall indemnify the Supplier against all claims and other entitlements of third parties and
resulting damages as a result of any breach by the Customer of this Agreement or any other act or
omission of the Customer, without prejudice to the provisions of the previous paragraphs of this article.
8.6
The Supplier is entitled to accept liability limitations from third parties engaged by the Supplier under the
agreement on behalf of the Customer.
8.7
The Customer shall promptly, but within fourteen (14) calendar days after the claim arises or after the
Customer should reasonably have been aware of (the arising of) the claim, give written notice of the
damage to the Supplier.
8.8
Not excluded is the Supplier’s liability for damages resulting from intentional or deliberate recklessness of
the Supplier or its managing subordinates.
9.1
In addition to the provisions in article 6:75 of the Dutch Civil Code, a shortcoming of the Supplier in the
fulfillment of any obligation towards the Customer cannot be attributed to the Supplier in case of a
circumstance independent of the will of the Supplier, as a result of which the fulfillment of his obligations
towards the Customer is wholly or partly hindered or as a result of which the fulfillment of his obligations
cannot reasonably be required from the Supplier. Such circumstances shall include pandemics or
epidemics, government intervention, weather conditions, power failures, internet failures, data
communication failures, computer viruses, hacked applications or (computer) systems, cyber-attacks,
strikes, work stoppages, stagnation in supply and shortcomings in the performance of suppliers or other
third parties.
9.2
If a situation referred to in Article 9.1 arises because of which the Supplier cannot fulfill his obligations to
the Customer, those obligations shall be suspended for as long as the Supplier cannot fulfill his obligations.
If the situation referred to in the previous sentence has lasted thirty (30) calendar days, the Supplier shall
have the right to rescind the Agreement in whole or in part in writing. If the situation has lasted longer than
ninety (90) calendar days, the Customer shall have the right to rescind the Agreement in whole or in part.
In that case, the Supplier shall not be obliged to compensate any damage, even if the Supplier enjoys any
advantage as a result of the force majeure situation.
10.1
The Customer shall keep secret the information it receives (in whatever form) from the Supplier and all
other information concerning the Supplier that it knows or can reasonably suspect to be secret or
confidential or information the dissemination of which can be expected to harm the Supplier, and shall
take the necessary measures to ensure that its personnel will keep the said information secret. See
penalty clause Article 14.
10.2
The duty of confidentiality mentioned in paragraph 1 does not apply to information:
which at the time the Customer received such information was already in the public
domain or subsequently became public without a breach by the Customer of any duty of
confidentiality imposed upon it; which the Customer can prove was already in its possession at the time of provision by the Supplier; received by the Customer from a third party where such third party was entitled to
provide such information to the Customer; that the Customer discloses pursuant to a legal duty; which the Customer has developed on its own without using the confidential information.
10.3
The duty of confidentiality described in this article shall remain in force for a period of five years after the
end of the legal relationship.
11.1
The Supplier shall make the software available to the Customer on the basis of a user license. The right to
use the software is inseparable from the goods and/or services and is non-exclusive, non-transferable,
non-pledgeable and non-sublicensable.
11.2
The Supplier’s obligation to make available and the Customer’s right of use shall extend exclusively to the
object code of the software. The right of use shall not extend to the source code. The source code and
the technical documentation created during development shall not be made available to the Customer,
even if the Customer is willing to pay a financial compensation for this.
11.3
The Supplier shall be entitled to take measures to protect the software against unlawful use and/or against
other use than agreed between the parties. The Customer shall never (allow to) remove or (allow to)
circumvent technical provisions intended to protect the software.
11.4
The Customer is not permitted to copy, modify, sell, rent, dispose of or grant limited rights to software or
make it available to a third party in any way, for any purpose or under any title whatsoever. Nor shall the
Customer give any third party access to the software.
12.1
All intellectual property rights with respect to the goods and/or services shall belong to the Supplier, even
if the Supplier has manufactured, developed or created the goods and/or services in compliance with
specifications or instructions of the Customer.
12.2
In no case does the delivery of goods and/or services include an (implicit) transfer of any intellectual
property right regarding the delivered goods and/or services to the Customer. Without the prior written
consent of the Supplier, the Customer shall not be permitted to copy, reproduce and/or disclose the
goods and/or services in whole or in part.
12.3
The Customer shall indemnify the Supplier against any claim by third parties regarding an infringement of
an intellectual property right, which may result from specifications or instructions of the Customer. In that
case, the Supplier shall be entitled to cease production and/or delivery of the goods and/or services in
question with immediate effect. The Customer shall be obliged to compensate all resulting damages and
costs, including any litigation costs.
13.1
Supplier has the right to test the Customer’s use of the Software by means of an audit, in which computers
and systems may be examined by an IT specialist. The costs of the audit shall be borne by the Supplier.
13.2
Supplier must give notice of an audit no later than five (5) business days in advance, and the audit will
take place on business days between 9:00 a.m. and 6:00 p.m. Central European Time (CET).
13.3
If the audit reveals that more fees were due than reported by the Customer, the Customer shall
immediately pay the excess with a penalty of 300%, plus statutory commercial interest from the time the
fees were due.
14.1
If the Customer violates Article 3, Delivery, Additional Work and Performance, Article 10 Confidentiality or
Article 11 Intellectual Property Right, the Supplier shall, irrespective of whether the violation can be
attributed to the Customer and without prior notice of default or court proceedings, forfeit for the benefit
of the Supplier an immediately payable penalty, not subject to settlement, of € 100.000 (one hundred
thousand Euros) for each violation and in addition an amount of € 10,000 (ten thousand Euros) for each
day or part of a day that such violation continues, without the need for any form of damage and without
prejudice to the Supplier’s other rights, including his right to claim damages in addition to the penalty if
the damage is higher.
14.2
The provisions of this Agreement that purport to retain their validity after the termination of the legal
relationship, including but not limited to Article 8, Article 11, Article 12, Article 13, Article 19 and in this Article, shall remain in full force and effect after the termination of the Agreement.
15.1
If Customer imputably fails or threatens to fail in the performance of any agreement with the Supplier, the
Supplier shall be entitled, without notice of default, to dissolve the agreement in whole or in part, without
judicial intervention, by means of a registered letter or by e-mail, without being obliged to pay any
compensation to the Customer.
15.2
The Customer is liable for all damages suffered by the Supplier as a result of the Customer’s shortcoming
referred to in the previous paragraph or the dissolution of the agreement.
16.1
In the event of (an application for) bankruptcy, (provisional) suspension of payments or dissolution of the
Customer, partial or complete transfer or cessation of its business, change of control of the Customer,
commencement of a WHOA process concerning the Customer or if the Customer knows that one of these
situations will (probably) occur, the Customer is obliged to notify the Supplier immediately in writing.
16.2
If one of the cases referred to in the preceding paragraph occurs, all claims of the Supplier against the
Customer shall be immediately and fully due and payable, and the Supplier shall be entitled to terminate
the agreement with immediate effect, without being liable for any (compensation).
16.3
The Supplier shall be entitled to terminate the agreement in writing at any time with at least one month’s
notice.
16.4
Under no circumstances is the Customer entitled to terminate the contract prematurely. The Customer
shall always comply with the contractual start and end dates and the notice periods applicable therein
for end of contract period.
17.1
All rights of claim of the Customer against the Supplier, whether on account of a failure to perform an
agreement, or on account of a wrongful act, or on any other ground, shall expire as soon as a period of
one year has elapsed after the day on which the Customer became aware or could reasonably have
become aware of the existence of those rights of claim and the Supplier has not brought a claim in court
in respect of those rights of claim within that one-year period.
17.2
Rights of the Customer under the Agreement cannot be transferred without the prior written consent of
the Supplier.
18.1
The Supplier has the right to amend these general terms and conditions. In that case, the Supplier shall
notify the Customer of the amendments in a timely manner (read: 14 days). The amended general terms
and conditions shall apply immediately after the amendment takes effect.
18.2
If any provision of these general terms and conditions is or becomes non-binding, the other provisions
shall remain in full force and effect. The parties undertake to replace the non-binding provision with a
provision that is binding and that differs as little as possible in content and scope from the non-binding
provision. The Supplier has the right herein to replace the non-binding provision with a binding provision
without the approval of the Customer.
18.3
The Supplier reserves the right to transfer the rights resulting from this agreement to an affiliated
company.
19.1
In order to act in accordance with the General Data Protection Regulation (“GDPR”), the Customer shall be
obliged to maintain strict confidentiality with respect to all information relating to the Supplier, and its
affiliates, its customers, suppliers, associates, employees, in the broadest sense. No information may be
shared in any way by the Customer without the prior consent of the Supplier. This duty of confidentiality
expressly applies to all personal data within the meaning of the GDPR, regardless of to whom it relates. In
case of any suspicion of loss, infringement or misuse of personal data, the Customer is obliged to report
this to the Supplier immediately.
19.2
In performing its work, the Supplier shall process data for the benefit of the Data Controller (or the
Customer) and not for purposes other than those explicitly agreed upon in the Agreement. In doing so,
the Supplier shall act as Processor within the meaning of the GDPR and the Customer shall act as
Controller within the meaning of the GDPR. The Supplier shall apply a high degree of care in the processing
in accordance with the legal obligations arising from the GDPR.
19.3
The Supplier will process data for the purpose of executing the agreement. This processing involves
personal data such as name, address, e-mail address, telephone number and IP address. No special
personal data will be processed. The processing refers to personal data of employees and customers of
the Customer.
19.4
The Supplier will process personal data for the benefit of the Customer for the duration of the agreement.
19.5
The Customer has the right to give the Supplier reasonable instructions regarding the processing of
personal data. Processing shall in principle only take place on the basis of specific instructions from the
Customer.
19.6
The Supplier shall impose the same obligations on any sub-processors in a separate sub-processor
agreement as the Supplier has towards the Customer. If the Supplier wishes to engage sub-processors,
the Supplier shall seek written permission from the Customer to do so.
19.7
The Supplier helps the Customer fulfill its obligations if data subjects exercise their privacy rights under
the GDPR. These privacy rights include the right to access personal data, the right to rectification, the
right to oblivion and the right to data portability. In addition, the Supplier will assist the Customer in
complying with other legal obligations relating to the processing of personal data.
19.8
The Supplier is obliged to maintain the confidentiality of the personal data it receives from the Customer,
unless a legal requirement requires the processor to disclose the personal data. The Supplier warrants
that those who process personal data under its direction and supervision (“sub-processors”) are bound
by the confidentiality of the personal data.
19.9
Upon termination of the agreement between the Supplier and the Customer, the Supplier shall return
and/or destroy the data processed by the Customer in the performance of the agreement.
19.10
The Customer shall make available to the Supplier all information necessary to demonstrate compliance
with the obligations laid down in this Article. The Controller shall at all times have the right to supervise or
have supervised compliance with the obligations laid down in this Article.
20.1
The legal relationship between the Supplier and the Customer shall be governed exclusively by Dutch law.
Applicability of the Vienna Sales Convention (CISG) is excluded.
20.2
Disputes shall be submitted to the Central Netherlands District Court (Utrecht). However, the Supplier
shall have the right to also submit the matter to the court of the Customer’s place of business.
CoC 80586562
© Klien-IT-Systems BV | Webdesign by Studio Vers
