Astromains is registered with the Chamber of Commerce under number 65488938.

CHAPTER I GENERAL PROVISIONS

Article 1 Definitions

1. In these general terms and conditions, the following terms are used in the following meaning, unless explicitly stated otherwise.
2. Offer: any offer or quotation to the Client for the provision of Services by Astromains.
3. Services: The Services offered by Astromains include software development, project management, advice, and consultancy.
4. Astromains is located in the Netherlands and provides services to the Client.
5. Client: the natural and/or legal person acting in the course of a profession or business who has appointed Astromains, granted projects to Astromains for Services to be performed by Astromains, or to whom Astromains has made a proposal based on an Agreement.
6. Agreement: every Agreement and other obligations between the Client and Astromains, as well as proposals from Astromains for Services provided by Astromains to the Client and accepted by the Client, and carried out by Astromains, with which these general terms and conditions form an integral part.
7. Software: All software developed or provided by Astromains.

Article 2 Applicability

1. These general terms and conditions apply to every Offer by Astromains, every Agreement between Astromains and the Client, and to every Service offered by Astromains.
2. Before an Agreement is (remotely) concluded, the Client is provided with these general terms and conditions. If this is not reasonably possible, Astromains will indicate to the Client how the Client can access the general terms and conditions.
3. Deviation from these general terms and conditions is not possible. In exceptional situations, deviation from the general terms and conditions can be agreed upon explicitly and in writing with Astromains. The Client’s terms and conditions are explicitly not applicable.
4. These general terms and conditions also apply to additional, amended, and subsequent assignments from the Client.
5. The Client’s terms and conditions are excluded.
6. If one or more provisions of these general terms and conditions are partially or wholly void or annulled, the other provisions of these general terms and conditions remain in force, and the voided/annulled provision(s) will be replaced by a provision with the same meaning as the original provision.
7. Ambiguities regarding the content, interpretation, or situations not covered by these general terms and conditions shall be judged and interpreted in the spirit of these general terms and conditions. The agreements in the Agreement take precedence over these general terms and conditions.
8. The applicability of Articles 7:404 of the Dutch Civil Code and 7:407(2) of the Dutch Civil Code is explicitly excluded.
9. The rights and obligations arising from the Agreement between the Parties cannot be transferred by the Client to a third party without the express and prior consent of Astromains. Astromains is free to attach additional conditions to this.
10. If these general terms and conditions refer to “she/her,” it should also be construed as a reference to “he/him/his,” if and as applicable.
11. In the event that Astromains has not consistently demanded compliance with these general terms and conditions, it retains its right to demand compliance with these general terms and conditions in whole or in part.

Article 3 The Offer

1. All offers made by Astromains are non-binding unless expressly stated otherwise in writing. If the Offer is limited or subject to specific conditions, this will be explicitly stated in the Offer.
2. Astromains is only bound by an Offer if it is confirmed in writing by the Client within 30 days. Nevertheless, Astromains has the right to refuse an Agreement with a potential Client for a justified reason.
3. The Offer includes a description of the Services offered. The description is detailed enough for the Client to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer do not bind Astromains. Any images and data in the Offer are for indication purposes only and cannot be grounds for any compensation or the termination of the Agreement. All offers are also made based on the data provided by the Client. Offers expire if the Client’s data is incorrect or incomplete.
4. Offers or quotations do not automatically apply to subsequent assignments.
5. Delivery times and deadlines in Astromains’ offer are indicative and do not entitle the Client to terminate or claim damages in the event of exceeding them unless expressly agreed otherwise.
6. A composite quotation does not oblige Astromains to deliver part of the items included in the offer at a corresponding part of the quoted price.

Article 4 Formation of the Agreement

1. The Agreement is concluded at the moment the Client accepts an Offer or Agreement from Astromains by returning a signed copy (scanned or original) to Astromains or by providing explicit and unambiguous consent to the Offer via email.
2. Astromains is not bound by an Offer if the Client could reasonably have expected or should have understood or ought to have understood that the Offer contains an obvious mistake or typographical error. The Client cannot derive any rights from this mistake or typographical error.
3. Any Agreement entered into with Astromains or a project awarded to Astromains by the Client is with the company and not with an individual person associated with Astromains.
4. If the Client cancels an already confirmed Agreement, the actual costs incurred up to that point (including the time spent) will be charged to the Client.
5. The right of withdrawal of the Client is excluded unless otherwise agreed.
6. If the Agreement is entered into by multiple Clients, each Client is individually jointly and severally liable for the performance of all obligations arising from the Agreement.

Article 5 Duration of the Agreement

1. The Agreement is entered into for a fixed term unless the content, nature, or purpose of the assignment implies that it has been entered into for an indefinite period. The duration of the assignment also depends on external factors, including but not limited to the quality and timely provision of information obtained by Astromains from the Client.
2. Both the Client and Astromains may terminate the Agreement due to an attributable failure to perform the Agreement if the other party has been declared in default in writing and has been given a reasonable period to fulfill its obligations and still fails to do so correctly. This also includes the payment and cooperation obligations of the Client.
3. The termination of the Agreement does not affect the payment obligations of the Client insofar as Astromains has already carried out work or delivered services at the time of termination. The Client must pay the agreed-upon fee.
4. Parties may terminate the Agreement by registered letter with a notice period of three months. If the Agreement has not lasted for three months, the Agreement can be terminated with a notice period of one month.
5. In the event of early termination of the Agreement, the Client is obligated to pay the actual costs incurred by Astromains up to that point at the agreed (hourly) rate. The time registration of Astromains is leading in this respect.
6. Both the Client and Astromains may terminate the Agreement, in whole or in part, in writing with immediate effect without further notice in case one of the parties is in suspension of payment, bankruptcy has been requested, or the respective business ends by liquidation. If a situation as mentioned above occurs, Astromains is never obliged to refund funds already received and/or pay compensation.
7. Upon termination of the Agreement, the Client is obliged to return all Software delivered by Astromains immediately in accordance with the Agreement or to destroy it.

Article 6 Execution of the Agreement

1. Astromains will make every effort to perform the agreed-upon service with the greatest possible care, as may be expected from a good service provider. Astromains guarantees professional and independent services. All services are provided on a best-effort basis, unless explicitly and in writing a result has been agreed upon that is described in detail.
2. The Agreement on the basis of which Astromains performs the services is leading for the scope and extent of the service provision. The Agreement will only be carried out for the benefit of the Client.
3. Third parties cannot derive any rights from the content of the services provided in connection with the Agreement.
4. The information and data provided by the Client form the basis on which the services offered by Astromains and the prices are based. Astromains has the right to adjust its service provision and prices if the provided information proves to be incorrect and/or incomplete.
5. In the execution of the services, Astromains is not obliged to follow the instructions of the Client if this results in a change in the content or scope of the agreed services. If the instructions result in additional work for Astromains, the Client is obliged to reimburse the additional additional costs based on a new quotation.
6. Astromains is entitled to engage third parties at its own discretion for the performance of the services, regardless of whether the Agreement was concluded with a view to execution by a specific person.
7. If the nature and duration of the assignment require it, Astromains will keep the Client informed of the progress via the agreed-upon method.
8. The execution of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for any established planning. Astromains is never liable for adjusting the planning. If the commencement, progress, or completion of the Services is delayed, for example, because the Client has not provided all requested information in a timely manner or in the desired format, does not provide sufficient cooperation, or if any advance payment has not been received by Astromains on time, or due to other circumstances for which the Client is responsible, Astromains is entitled to a reasonable extension of the delivery deadline. All damage and additional costs resulting from a delay caused by a cause as mentioned above are for the account and risk of the Client.

Article 7 Advice

1. Astromains may, if instructed to do so, prepare advice, action plans, designs, reports, schedules, and/or documentation for the purpose of the service provision. The content of these is not binding and is only advisory in nature, but Astromains will observe the duty of care incumbent upon it. The Client decides on its own responsibility whether to follow the advice.
2. The advice provided by Astromains, in whatever form, can never be considered as binding advice.
3. At the first request of Astromains, the Client is obliged to assess the proposals provided by Astromains. If Astromains is delayed in its work because the Client does not or does not promptly assess a proposal made by Astromains, the Client is always responsible for the consequences, such as delays.
4. The nature of the service provision means that the service provision is always dependent on external factors that can affect the reports and advice of Astromains, such as the quality, accuracy, and timely provision of necessary information and data from the Client and its employees. The Client is responsible for the quality and for the timely and correct provision of the necessary data and information.
5. The Client shall inform Astromains in writing prior to the commencement of the work of all circumstances that are or may be relevant, including any points and priorities that the Client wishes to address.

Article 8 Working Groups

1. The Parties may agree that one or more of their respective employees participating in the performance of the Agreement will join a working group. If there is a working group, the provision of information will take place in a manner agreed upon by the working group.
2. The Client guarantees that the employee(s) engaged by them is, or are, authorized to make binding decisions for the Client.
3. A decision made by the working group only binds Astromains if the Parties have explicitly and in writing agreed to this, or if Astromains confirms the decision in writing. Nevertheless, Astromains has the right not to comply with any decision if, in Astromains’ sole judgment, it is incompatible with the Agreement.

Article 10 Client’s Obligations

1. The Client is obliged to provide all information requested by Astromains, as well as relevant attachments and related information and data, in a timely manner and/or before the commencement of the work, in the desired format, for the purpose of a proper and effective execution of the Agreement. In the absence thereof, it may occur that Astromains is unable to achieve a complete execution and/or delivery of the relevant documents. The consequences of such a situation shall always be at the expense and risk of the Client.
2. Astromains is not obligated to verify the accuracy and/or completeness of the information provided to it, or to update the Client regarding the information if it has changed over time. Astromains is also not responsible for the accuracy and completeness of the information compiled by Astromains for third parties and/or provided to third parties in the context of the Agreement.
4. Astromains may request additional information if necessary for the execution of the agreement. In the absence thereof, Astromains is entitled to suspend its activities until the information is received, without being obliged to pay any compensation for damages for any reason whatsoever to the Client. In the event of changed circumstances, the Client must immediately, or at the latest within 3 working days after becoming aware of the change, notify Astromains.
5. The Client is never entitled to sell, transfer, or pledge the rights and obligations arising from this Agreement to a third party.

Article 11 (Delivery and Installation)

1. If the commencement, progress, or delivery of the Services is delayed due to, for example, the Client’s failure to provide all requested information in a timely manner, inadequate cooperation, non-receipt of the advance payment by Astromains in a timely manner, or other circumstances for which the Client is responsible, Astromains is entitled to a reasonable extension of the delivery period. In no case are the specified deadlines considered as strict deadlines, nor can Astromains be held liable for exceeding the agreed-upon deadline.
2. All damages and additional costs resulting from delays caused by a reason mentioned in paragraph 1 shall be borne by and are the responsibility of the Client.
3. If Client is required to give approval, Astromains is entitled to suspend the execution of the Agreement until the moment Client has given its approval.
4. Astromains makes every effort to realize the service within the agreed-upon period, to the extent that can reasonably be expected of it. In the case of urgency, the Client is obligated to reimburse the additional costs incurred by Astromains.
5. Astromains makes every effort to deliver the Service as closely as possible in accordance with the Offer.
6. Astromains has the right to sign all things and works designed and/or developed by it or to have its name mentioned. It also has the right to use the things and works delivered by it on which its intellectual property rights rest for its own promotion and/or publicity without the prior explicit consent of the Client.
7. Delivery takes place in a manner explicitly and in writing agreed upon by the parties. Any agreed-upon (user) documentation is provided in writing or digitally by Astromains.
8. The Client is responsible for installing, configuring, parameterizing, tuning, and more of the Software, unless explicitly and in writing otherwise agreed upon.
9. After delivery, the responsibility for the correct compliance with any third-party licenses when using the developed material lies with the Client. Astromains will adequately inform the Client about the applicable license terms.
10. If any damage occurs at the Client’s premises during delivery, Astromains is obligated to provide a replacement at the cost price of the data carriers. Reinstallation and/or implementation shall be done at the agreed-upon rate unless otherwise agreed.
11. The source code as well as the technical documentation of the Service is at all times excluded from the right of use or the subject of a transfer to the Client.

Article 12 Warranty

1. Astromains performs the Services in accordance with industry standards. Any warranty provided is limited to what has been explicitly agreed upon in writing. During the warranty period, Astromains guarantees a proper and customary quality of the delivered product.
2. The Client can only invoke the warranty provided by Astromains if the Client has fully met its payment obligations.
3. If the Client rightfully claims the warranty, Astromains is obligated to perform free of charge repairs or replacements. In case of any additional damage, the liability provisions of these general terms and conditions apply.
4. Astromains does not guarantee that the Software will function without errors and/or interruptions. Astromains endeavors to rectify errors in the Software within a reasonable period. Rectification only concerns Software developed by Astromains itself, and defects reported by the Client in a timely manner. Astromains is entitled to postpone the rectification until a new version of the Software is put into use. Defects in Software not developed by Astromains may be rectified at the expense and risk of the Client, subject to mutual agreement.
5. Astromains does not guarantee that the Software is suitable for the actual and/or intended use by the Client.
6. Astromains does not guarantee that the Software will be timely adapted to changes in relevant laws and regulations.
7. The Client accepts the Software “as is,” except in cases where an acceptance test has been agreed upon by the parties.
8. If a defect is detected, the Client must immediately and in detail notify Astromains in writing in a way that allows Astromains to reproduce and correct the defect. The defect is considered reported when Astromains provides the Client with a confirmation of the report.
9. Repair also includes providing temporary solutions. The warranty never covers the restoration of mutilated or lost data. Astromains is not obligated to restore such data. If agreed upon, Astromains may, at its discretion, provide reasonable assistance, but it is never responsible or obligated to restore mutilated or lost data. The Client must always take measures to prevent and limit malfunctions, defects, mutilation, and/or loss of data, whether based on information provided by Astromains or not.
10. Astromains is not responsible for errors and/or irregularities in the functionality of the Software and is not liable for the unavailability of the Software for any reason. This also includes the unavailability of the Client’s Software due to unforeseen malfunctions or force majeure.
11. Astromains does not guarantee that the Software it has developed works in conjunction with all types or new versions of web browsers and any other Software and/or Equipment.
12. Astromains is never obligated to perform data conversion unless otherwise agreed upon.
13. Astromains is not liable for any damage that has arisen as a result of or in connection with changes made or work performed on the Software of Astromains without the express consent of Astromains.
14. If and to the extent expressly agreed upon in writing, during the warranty period, the Client is exclusively entitled to rely on this warranty provision, and Astromains is not obligated to provide any compensation for damages resulting from identified defects during the warranty period.
15. If a defect is not covered by free repairs during the warranty period, the Client must reimburse the related costs. This includes repairs resulting from user errors or improper use by the Client and/or other causes not attributable to Astromains.

Article 13 Transfer of Risk

The risk of theft and loss, embezzlement, or damage to data, documents, Software, data files, and/or items used, created, or delivered as part of the execution of the Agreement shall pass to the Client at the moment they are actually placed at the disposal of the Client or at the time of the first use.

Article 14 Prices and Payment

1. All prices are, by default, exclusive of value-added tax (VAT), unless otherwise agreed.
2. Astromains performs its services according to the agreed-upon (hourly) rate. The costs of the work are calculated afterward based on the hours recorded by Astromains (post-calculation).
3. The Client is obligated to pay for the agreed-upon services of Astromains, regardless of whether they have put the delivered Software and/or Website into use or utilize the option for maintenance or support.
4. The Client is obligated to fully reimburse the costs of third parties who are engaged by Astromains after approval by the Client, unless expressly agreed otherwise.
5. The parties may agree that the Client must make an advance payment. If an advance payment is agreed upon, the Client must pay the advance before the execution of the service commences.
6. The Client cannot derive any rights or expectations from a prior budget estimate, unless the parties have expressly agreed otherwise.
7. Astromains is entitled to annually adjust the applicable prices and rates in accordance with the prevailing inflation rates. Other price changes during the term of the Agreement are only possible if expressly documented in the Agreement.
8. If a periodic payment obligation has been agreed upon, Astromains is entitled to adjust the applicable prices and rates in writing, with a notice period of 3 months.
9. The Client must pay these costs in full, without setoff or suspension, within the specified payment term as indicated on the invoice, to the bank account and details provided by Astromains.
10. In the event of liquidation, insolvency, bankruptcy, involuntary dissolution, or a payment request against the Client, payment and all other obligations of the Client under the Agreement become immediately due and payable.

Article 15 Collection Policy

1. When the Client fails to meet their payment obligations and has not fulfilled these obligations within the specified payment term, they will be in default by operation of law.
2. From the date that the Client is in default, Astromains will be entitled to statutory commercial interest from the first day of default until full payment is received, as well as compensation for extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, calculated based on the scale from the Decree on compensation for extrajudicial collection costs dated July 1, 2012.
3. If Astromains has incurred more or higher costs that were reasonably necessary, these costs will qualify for reimbursement. The Client is also responsible for covering all integral legal and enforcement costs incurred.

Article 16 Suspension and Termination

1. Astromains has the right to retain the received or realized data, data files, and more if the Client has not (fully) met its payment obligations. This right remains in force even if there is a valid reason for Astromains to suspend in that case.
2. Astromains is entitled to suspend the performance of its obligations as soon as the Client is in default with the performance of any obligation arising from the agreement, including late payment of its invoices. The suspension will be confirmed in writing to the Client immediately.
3. In such a case, Astromains shall not be liable for any damage, whatsoever, as a result of suspending its activities.
4. The suspension (and/or termination) does not affect the payment obligations of the Client for work already performed. Furthermore, the Client is obligated to compensate Astromains for any financial loss suffered by Astromains due to the Client’s default.

Article 17 Retention of Title

1. All items delivered by Astromains shall remain the property of Astromains until the Client has fulfilled all the following obligations arising from all agreements concluded with Astromains.
2. The Client is not authorized to pledge or encumber in any other way the items falling under the retention of title if ownership has not yet fully transferred.
3. If third parties seize the items delivered under retention of title or wish to establish or assert rights to them, the Client is obligated to inform Astromains of this as soon as can reasonably be expected.

Article 18 Force Majeure

1. Astromains shall not be liable when it is unable to fulfill its obligations under the agreement due to a force majeure situation.
2. Force majeure on the part of Astromains shall in any case include, but is not limited to: (i) force majeure on the part of Astromains’ suppliers, (ii) the failure of suppliers recommended or prescribed by the Client or its third parties to fulfill their obligations properly, (iii) defects in software or any third parties involved in the execution of the service, (iv) government measures, (v) power failure, internet disruption, data network and/or telecommunication facilities, (vi) illness of employees of Astromains or advisors engaged by it, and (vii) other situations that, in the opinion of Astromains, are beyond its control and temporarily or permanently hinder the fulfillment of its obligations.
3. In case of force majeure, both Parties have the right to fully or partially terminate the Agreement. All costs incurred prior to the termination of the Agreement will be borne by the Client in that case. Astromains is not obligated to compensate the Client for any losses caused by such revocation.

Article 19 Indemnification and Accuracy of Information

1. The Client is solely responsible for the accuracy, reliability, and completeness of all data, information, documents, and/or records, in any form, provided to Astromains in the context of an Agreement, as well as for the data obtained from third parties and provided to Astromains for the execution of the Service.

2. The Client indemnifies Astromains against any liability arising from the failure or untimely performance of obligations related to the timely provision of all accurate, reliable, and complete data, information, documents, and/or records.

3. The Client indemnifies Astromains from all claims by the Client and by third parties engaged by or working under the Client, as well as by the Client’s customers, based on the non-receipt or non-timely receipt of any subsidies and/or approvals required in the context of the execution of the Agreement.

4. The Client indemnifies Astromains from all claims by third parties arising from the work performed on behalf of the Client, including but not limited to intellectual property rights in the data and information provided by the Client that may be used in the execution of the agreement and/or the actions or omissions of the Client towards third parties. If the Client provides electronic files, software, or data carriers to Astromains, the Client warrants that they are free from viruses and defects.

Article 20 Limitation of Liability

1. If any result stipulated in the Agreement is not achieved, a default of Astromains is considered to exist only if Astromains has expressly promised this result at the time of accepting the Agreement.

2. In the event of an attributable failure by Astromains, Astromains shall only be liable for payment of any compensation if the Client has formally notified Astromains of the failure within 14 days of discovering it and Astromains has not remedied this failure within a reasonable period. The notice of default must be submitted in writing and contain a sufficiently detailed description/substantiation of the failure, so that Astromains can respond adequately.

3. If the provision of services by Astromains results in liability for Astromains, this liability is limited to the amount invoiced, up to a maximum of 12 months prior to the occurrence of the event causing damage under the Agreement, but only with respect to direct damages suffered by the Client, unless the damage is the result of intent or gross negligence on the part of Astromains. Direct damage is understood to mean: reasonable costs incurred to prevent or limit direct damage, determining the cause of the damage, the direct damage, liability, and the method of recovery.

4. Astromains excludes all liability for damages or costs due to the use or misuse of access or identification codes or certificates, unless the damage is the result of intent or gross negligence on the part of Astromains.

5. Astromains expressly excludes all liability for consequential damages. Astromains is not liable for consequential damages, indirect damages, business losses, loss of profits, savings, business interruption, financial losses, delay damages, interest damages, and immaterial damages.

6. The Client indemnifies Astromains against all third-party claims resulting from a defect in a service delivered by the Client to a third party, which also included services provided by Astromains, unless the Client can demonstrate that the damage was solely caused by Astromains’ service.

7. Any advice provided by Astromains based on incomplete and/or incorrect information provided by the Client is never a basis for Astromains’ liability.

8. The content of the advice provided by Astromains is not binding and is only advisory in nature. The Client decides independently and at their own responsibility whether to follow Astromains’ proposals and advice mentioned therein. All consequences arising from the implementation of the advice are the responsibility and risk of the Client. The Client is free to make their own choices that deviate from the advice provided by Astromains. Astromains is not obligated to provide any form of refund in such cases.

9. If a third party is engaged by or on behalf of the Client, Astromains is never liable for the actions and advice of the third party engaged by the Client, as well as for the processing of results (of advice given) by the third party engaged by the Client into Astromains’ own advice.

10. Astromains does not guarantee the correct and complete transmission of the content of emails sent by or on behalf of Astromains, nor for their timely receipt.

11. All claims of the Client due to shortcomings on the part of Astromains will lapse if they are not reported to Astromains in writing and substantiated within one year after the Client became aware of or could reasonably have been aware of the facts on which they base their claims. Liability of Astromains expires one year after the termination of the Agreement between the parties.

Article 21 Confidentiality

1. Astromains and the Client undertake to maintain the confidentiality of all confidential information obtained in the course of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that the information is confidential. Confidentiality does not apply if the information in question is already public/commonly known, the information is not confidential, and/or the information was not disclosed to Astromains by the Client during the Agreement and/or obtained by Astromains in another manner.

2. In particular, confidentiality pertains to advice, reports, designs, working methods, and documentation prepared by Astromains regarding the Client’s assignment. The Client is expressly prohibited from sharing the content with employees who are not authorized to access it and with unauthorized third parties. Furthermore, Astromains always exercises the necessary care in handling all sensitive business information provided by the Client.

3. If Astromains is required to provide confidential information to a third party (in part) based on a legal provision or a court decision, and Astromains cannot invoke a privilege, Astromains shall not be liable for any compensation, and this shall not give the Client grounds for terminating the Agreement.

4. Prior written consent from Astromains is required for the transfer or dissemination of information to third parties and/or the publication of statements, advice, or productions provided by Astromains to third parties, unless such consent has been expressly agreed upon in advance. The Client shall indemnify Astromains against all claims from such third parties as a result of relying on such information that has been disseminated without Astromains’ written consent.

5. The obligation of confidentiality also applies to third parties engaged by Astromains and the Client.

Article 22 Intellectual Property Rights

1. All intellectual property rights and copyrights related to the items used or developed in accordance with the Agreement, including but not limited to all Software, Websites, Equipment, designs, models, reports, and advice, are exclusively owned by Astromains, its licensors, and/or its suppliers, and are not transferred to the Client unless expressly agreed otherwise.

2. If it is agreed that one or more of the aforementioned items or works of Astromains will be transferred to the Client, Astromains is entitled to conclude a separate Agreement for this purpose and to demand an appropriate monetary fee from the Client. Such a fee must be paid by the Client before it acquires the respective items or works with their associated intellectual property rights. Nevertheless, Astromains retains the right to use, exploit, and further develop the underlying components, principles, ideas, designs, algorithms, documentation, works, and more for other purposes without any limitations, either for itself or for third parties.

3. The Client is prohibited from disclosing, reproducing, modifying, or making available to third parties (including for commercial purposes) all items and Software subject to the intellectual property rights and copyrights of Astromains, its licensors, and/or its suppliers without the express prior written consent of Astromains, its licensors, and/or its suppliers. If the Client wishes to make changes to items delivered by Astromains, Astromains must explicitly agree to the proposed changes.

4. The Client is prohibited from using items and documents subject to the intellectual property rights of Astromains, its licensors, and/or its suppliers other than as agreed upon in the Agreement.

5. The Parties shall inform each other and take joint measures in the event of an infringement of intellectual property rights.

Article 23 Privacy, Data Processing, and Security

1. Astromains handles the (personal) data of the Client with care and will use it in accordance with applicable standards. If requested, Astromains will inform the data subject about this. Questions regarding the processing of personal data and further information can be submitted by email to support@astromains.nl.

2. The Client is responsible for the processing of data that is processed using a service provided by Astromains. The Client also guarantees that the content of the data is not unlawful and does not infringe on any third-party rights. In this regard, the Client indemnifies Astromains against any (legal) claims related to this data or the execution of the Agreement.

3. If, according to the Agreement, Astromains is required to provide information security, this security will meet the agreed specifications and a level of security that, considering the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 24 Complaints

1. If the Client is not satisfied with Astromains’ service or has complaints about the execution of their assignment, the Client is obligated to report these complaints as soon as possible but no later than 7 calendar days after the incident that led to the complaint. Complaints can be reported verbally or in writing via support@Astromains.nl with the subject “Complaint.”

2. The complaint must be sufficiently substantiated and/or explained by the Client for Astromains to be able to process the complaint.

3. Astromains will respond to the complaint in substance as soon as possible but no later than 7 calendar days after receiving the complaint.

4. Both parties will attempt to find a solution together.

Article 25 Applicable Law

1. Dutch law applies to the legal relationship between Astromains and the Client.

2. Astromains has the right to amend these general terms and conditions and will inform the Client accordingly.

3. In the case of translations of these general terms and conditions, the Dutch version prevails.

4. All disputes arising from or related to the agreement between Astromains and the Client will be settled by the competent court of the Noord Holland district, located in Haarlem, unless mandatory legal provisions designate a different competent court.

CHAPTER II USE OF SOFTWARE

Article 26 Use of Software and Usage Restrictions

1. Astromains provides the agreed-upon Software and user documentation to the Client based on a usage license during the term of the Agreement. The Agreement for the use of the Software is never considered a purchase agreement.

2. The use of the Software by the Client may be subject to additional restrictions and can be modified by Astromains.

3. Astromains is at all times entitled to take measures against the unlawful and/or unauthorized use of the Software by the Client. The Client refrains from actions that would undo or render ineffective the aforementioned measures.

4. The Client may only use the Software for its own business purposes and exclusively for its intended use unless expressly and in writing otherwise agreed upon.

5. Unless expressly and in writing otherwise agreed upon, the Client is never allowed to sell, rent, transfer, grant limited rights, or provide access to the Software to a third party. The Client is also prohibited from granting a third party access to the Software or hosting the Software with a third party for the benefit of the Client, regardless of whether this third party uses the Software solely for the benefit of the Client.

6. The Client is never entitled to modify the Software, in whole or in part, without prior written consent from Astromains. Astromains is not obligated to grant the aforementioned consent and may impose conditions for granting consent.

7. Upon request, the Client shall fully cooperate with any investigation conducted by Astromains regarding compliance with the agreed-upon rights, obligations, and usage restrictions.

8. To the extent that Astromains provides third-party Software, including its suppliers, to the Client, the usage or license terms of the respective third party shall also apply to the use of that Software.

9. To the extent that the conditions referred to in paragraph 1 of this article are not applicable or are declared inapplicable, the provisions of these general terms and conditions shall apply without prejudice.

Article 27 Acceptance

1. The Client accepts the Software in the state in which it is delivered after approval. This also applies to any partial deliveries.

2. The Client is deemed capable of independently resolving any issues and defects in the Software developed for the Client after delivery and acceptance, unless expressly and in writing otherwise agreed upon.

3. Astromains will make reasonable efforts to rectify (any) errors or defects in the development of the Software discovered during the testing period. After acceptance of the Software, errors will only be rectified based on additional costs. Astromains is entitled to postpone the rectification in connection with the achievement of other (partial) deliveries if, in its judgment, this promotes the timely and correct execution of the Agreement.

4. All modifications made by the Client to the delivered Software are at the expense and risk of the Client.

5. If the defect is discovered during the testing period, the rectification, if it is part of the Agreement, may be carried out by Astromains free of charge. If this is not the case, the Client shall reimburse the applicable additional cost. Astromains is free to propose temporary solutions.

6. The Client is never entitled to refuse acceptance on the grounds of:
a. Reasons unrelated to the agreed-upon specifications;
b. (Minor) errors that do not impede the operational or productive use of the Software;
c. Subjective reasons.

7. If the Client has accepted the Software, the Client indemnifies Astromains for the fulfillment of its obligations concerning the (delivery) and installation of the Software.

Article 28 Development of Software

1. The Parties will enter into discussions regarding the specifications of the Software to be developed and the methodology for development, whether based on specifications provided or to be provided by the Client.

2. The agreements arising from the discussions referred to in the first paragraph of this article concerning the specifications of the Software to be developed and the methodologies for development shall be documented in writing.

3. Astromains shall use its best efforts to perform the agreed-upon Services with the utmost care, as can be expected from a diligent service provider, in accordance with the explicitly agreed-upon specifications in writing.

4. If the Parties employ an iterative development method for the provision of services, the Parties agree that the work will commence with incomplete or absent specifications, and that specifications may be adjusted during the Agreement, taking into account the agreed-upon development method.

5. The Parties will engage in discussions regarding the specifications applicable to the next phase of the project and/or the next partial development.

6. The Client is obligated to provide continuous, active, and organizationally supported input and cooperation, and to ensure that the employees of the Client involved have the necessary decision-making authority.

7. If the Client fails to fulfill its (cooperation) obligations in accordance with the agreed-upon development method, Astromains is entitled to make appropriate decisions in its judgment.

8. Astromains does not provide a content management system to the Client unless otherwise explicitly agreed upon.

Article 29 Acceptance and Delivery

1. If the Parties employ an iterative development method, the Client accepts the Software in the state in which it exists at the end of the last development phase (“as is, where is”).

2. After the last development phase, Astromains is not obligated to rectify errors, unless expressly and in writing agreed upon otherwise by the Parties.

3. Astromains makes the Software available to the Client for delivery on a data carrier and in a format of its choosing, whether online or otherwise.

Article 30 User Rights

1. Astromains is not obligated to provide the necessary auxiliary software and program or data libraries required for the use and/or maintenance of the Software and/or Website. Astromains may require compensation for providing such auxiliary software and program or data libraries.

2. The usage restrictions as determined in Article 26 of these general terms and conditions remain fully applicable, except in the event that the Client has fully and independently borne the design and development costs. In the latter case, there are no usage restrictions for the Client.

Article 31 Compensation

The costs of the (development) activities also include the compensation for the right to use the Software during the term of the Agreement.

CHAPTER IV MAINTENANCE OF SOFTWARE

Article 32 Maintenance Services

1. If explicitly agreed upon, Astromains provides maintenance services for the Software and/or Website at the agreed maintenance fee. Maintenance begins upon delivery. Any agreements regarding maintenance are never to be considered as a Service Level Agreement (SLA).

2. Opdrachtgever is obliged to provide cooperation upon first request by Astromains.

3. Maintenance generally includes user support and making any necessary adjustments and/or further development of the respective Software.

4. Maintenance does not affect Opdrachtgever’s own responsibility for the management and use of the Software and how it is deployed. Opdrachtgever is also responsible for providing instructions on the use of the Software by third parties engaged by Opdrachtgever.

5. Astromains is entitled to impose limitations on the qualifications and number of individuals eligible for support and/or maintenance.

6. Maintenance is provided on business days during Astromains’ usual opening hours unless explicitly agreed upon otherwise in writing by the parties.

7. Any agreements related to a specific service level are only explicitly and in writing established in a Service Level Agreement.

8. If and to the extent that any service level agreements have been agreed upon by the parties, the availability of the Software, systems, and related Services is measured in such a way that any scheduled downtime by Astromains for maintenance or other forms of service, as well as circumstances beyond Astromains’ control, are disregarded.

Article 33 New Versions of Software

1. If explicitly agreed upon, Astromains will provide new versions of the Software to Opdrachtgever if, in the sole discretion of Astromains, this is deemed necessary. Astromains may require a separate agreement to be concluded for this purpose.

2. Upon providing the new Software version, Astromains is not obligated to maintain or add specific features or functionalities requested by Opdrachtgever to the new version of the Software.

Zaandam, March 30, 2023