Agreements that deviate from what is described in these general service and license conditions are only binding on WebElect if the deviating agreement has been accepted by WebElect in writing. Unless otherwise apparent from such acceptance, an agreed deviation only applies to the specific agreement for which it was stipulated.

If the client itself also uses general (purchase) conditions, under whatever name or in whatever form, the applicability thereof is expressly rejected by WebElect, unless otherwise agreed.

Quotations issued by WebElect are largely based on information provided by the client. The client is therefore obliged to provide WebElect with all information that can be helpful in determining the products, services to be delivered and the work to be performed in a timely manner.

Terms stated on an offer or quotation are indicative in nature and do not apply as strict deadlines for WebElect, unless otherwise agreed.

If the offer or quotation consists of several parts, with a specified price for each part, the client is not automatically entitled to purchase a single part of this offer or quotation for the price specified therein.

The client has the right to give WebElect instructions with regard to the work to be performed by it. However, if an instruction according to WebElect is irresponsible or will not lead to the intended result, WebElect will inform the client as soon as possible. If the client insists on following directions that WebElect has indicated are irresponsible or do not lead to the intended result, WebElect has the right to terminate the agreement for serious reasons.

If WebElect and the client agree that an agreement will be executed in phases, WebElect can suspend the execution of those parts that belong to a next phase, until the client has approved the results of the preceding phase.

The client may only use the software within its own organization within the meaning of Section 2:24a of the Dutch Civil Code, but never in such a way that this use leads or can lead to any form of – commercial or non-commercial – exploitation of the software or any part thereof by client or any third party.

The client is prohibited from disclosing, copying or in any other way multiplying or adapting software provided by WebElect, except insofar as this is necessary for the use that is expressly permitted in the agreement.

The client is prohibited from decompiling the software, multiplying or translating the (source) code or otherwise subjecting it to reverse engineering, except insofar as this would take place with due observance of the legal rules regarding the realization of interoperability of the software. Software with other software.

The functional design referred to in the previous paragraph will be discussed with the Client. If the Client is convinced of the soundness and feasibility of the functional design, the Client grants WebElect written permission to develop the custom software.

As an integral part of the installation process, the parties will perform a test to determine whether the custom software developed meets the specifications laid down in the functional design, with due observance of Article 6 of the general service and license conditions.

The results of the acceptance test are recorded in a certificate signed by both parties.

If, when performing the acceptance test, it appears that the custom software contains defects, of which it is established that these defects did not arise as a result of the use of faulty equipment, WebElect is obliged to repair these defects.

The client will not transfer or hand over the software or any data carrier on which it is recorded (whether or not as part of equipment) or the right of use for the software to any third party or grant (limited) rights thereto.

Agreed license fees for (customized) software are invoiced when the software is made available. In that case, the compensation amounts to the number of hours worked at the agreed rates.

Fees charged to the client on the basis of subsequent calculation are invoiced monthly. In that case, the compensation amounts to the number of hours worked at the agreed rates. Additional hours will be charged to the client at the agreed rate. WebElect will inform the client in writing as soon as possible that the performance of additional hours is deemed necessary.

Invoices are paid according to the payment conditions stated therein. If no payment conditions are stated on the invoice, the client will pay the invoice within thirty (30) days.

Payments are made first against expenses, then against accrued interest, and finally against principal and accrued interest.

If the client has not paid the amounts owed to WebElect within the specified periods, WebElect is entitled to suspend the fulfillment of the agreement on the basis of the uncertainty exception.

WebElect guarantees to the client that the software and the use thereof permitted to the client do not infringe intellectual property rights or similar rights of third parties, and that it is fully authorized to grant these rights.

WebElect is not liable for damage, of whatever nature or in whatever form, that is the result of the fact that it has assumed the correctness of the information provided by the client, unless this inaccuracy or incompleteness was or should have been known to it. . The provisions of Article 18 of these General Service and License Conditions apply mutatis mutandis.

If the client does not wish to agree to the amended general service and license conditions, he has the right to dissolve the agreement. The client must dissolve the agreement before the expiry of the applicable term. If the client has not dissolved the agreement before the effective date, it is deemed to have agreed to the amendment of these general service and license conditions. The amended terms and conditions will then apply from the time specified by WebElect.

Insofar as this does not already arise from law, case law or customary law, force majeure within the meaning of this article includes disasters (by human or natural action), fire, flooding, pandemics, international conflicts, strikes and industrial disturbances in both WebElect as third parties, power failures, failures of the Internet, computer networks or telecommunications facilities and unforeseen (business interruption) at WebElect or third parties on which it depends.

WebElect may suspend the obligations under the agreement during a period of force majeure. If this period lasts longer than three (3) months, or if it already appears in advance that this period will last longer than three (3) months, both WebElect and the Client are entitled to dissolve the agreement, without this being the case. case there is an obligation to pay compensation.

If WebElect has already (partially) fulfilled obligations towards the Client before the force majeure situation occurs and this obligation represents an independent value, WebElect is entitled to charge the already fulfilled or yet to be fulfilled obligations to the Client. bring. The Client will pay this invoice as if it were a separate agreement.

Insofar as WebElect processes data in accordance with the previous paragraph of this article, the client is the controller for this within the meaning of the GDPR. WebElect is a processor within the meaning of the GDPR. The Client guarantees that it processes the data lawfully, both the data supplied by the Client to WebElect and data received from WebElect.

WebElect will only process data on behalf of and in accordance with the instructions of the client – which are deemed to have been given during the term of the agreement. WebElect undertakes, in accordance with Article 10 of these general service and license conditions, to confidentiality of data and agrees confidentiality with regard to the processing of data with its employees.

WebElect makes data available to third parties for the performance of its services, for which the client provides general permission when entering into the agreement, in addition to those cases in which WebElect does so by virtue of the law, a regulation, a court order or by decision of a government agency is required. When entering into the agreement, at least the following sub-processors are engaged by WebElect: a. Hosted.nl; b. flow mailer.

The Client indemnifies WebElect against all claims from third parties due to a violation of the GDPR and/or other legislation regarding the processing of personal data that cannot be attributed to WebElect.

WebElect will take appropriate technical and organizational measures with regard to the processing of data to be carried out and protect it against loss or against any form of unlawful processing (such as unauthorized access, impairment, modification or provision of data). WebElect does not guarantee that security will be effective under all circumstances. WebElect will make every effort to ensure that the security meets a level that is not unreasonable in view of the state of the art, the sensitivity of the data and the costs associated with taking the security. WebElect has taken the following technical and organizational measures: a. Personal data is processed in compliance with ISO 27001 standards; b. Encrypted storage of processed personal data; c. WebElect and chain partners have taken physical security measures to protect the personal data; d. Personal data is only processed via secure network connections.

If WebElect uses computer, data or telecommunication facilities in the execution of the agreement, it is entitled to assign access or identification codes to the client. The client treats these confidentially and carefully.

In the event of a security breach resulting in accidental or unlawful destruction, loss, alteration or unauthorized access to stored or processed data, WebElect must notify WebElect without undue delay and at the latest within 36 hours of becoming aware of this breach. inform the client, unless it is not probable that the infringement poses a risk to the rights and freedoms of natural persons. WebElect supports the client with a possible notification of the breach to the Dutch Data Protection Authority.

The Client has the right to have an auditor check periodically whether WebElect acts in accordance with the obligations referred to in this article with regard to the processing of data. The Client will inform WebElect of this at least seven (7) days before it actually takes place. The costs of an audit are borne by the client.

If natural persons wish to exercise their privacy rights (such as the right of access, correction, oblivion and data portability), WebElect will support the client in meeting its handling obligations.

After termination of the agreement, WebElect will keep the processed data according to the term specified in the Works Council regulations, unless statutory retention periods oblige WebElect to keep data for longer. If the Works Council regulations do not provide for a specific retention period or the agreement does not relate to the organization of Works Council elections, WebElect will observe a retention period of three (3) months after termination of the agreement. After this period, this data will be deleted without further informing the client.

In the event that no payment is made, the liability of WebElect on account of an attributable shortcoming in the fulfillment of the agreement or an unlawful act is limited to compensation for the direct damage suffered by the Client, with a maximum equal to the fees already charged or to be charged in the performance of the agreement.

Direct damage within the meaning of this article is understood to mean the following: a. Damage that is directly inflicted on material goods (property damage); b. Reasonable and demonstrable costs of the client to urge WebElect to properly fulfill its obligations towards the client; c. Reasonable costs of the client to determine the cause and extent of the damage suffered, insofar as it relates to direct damage as specified in this article; d. Reasonable and demonstrable costs of the client to prevent or limit the direct damage as specified in this article.

WebElect is indemnified by the client for indirect damage. Indirect damage is understood to mean all damage that is not direct damage and which in any case includes consequential damage, lost profits, lost savings, reduced goodwill and damage due to business interruption.

A claim against WebElect to pay compensation lapses after a period of twelve (12) months after the day on which the client became or should have become aware of the damage suffered.

Without prejudice to the provisions of the following paragraph, (premature) unilateral termination of the agreement is not possible, unless the parties have agreed otherwise in writing.

Each party has the right to terminate the agreement without judicial intervention with immediate effect if the other party has given notice of default by registered letter and fails to fulfill its obligations within a reasonable period of time specified in such notice , or that the other party has been declared bankrupt, has applied for a moratorium or has ceased its business activities.

Termination of the agreement will result in both parties having no further obligation to perform the agreement for the future after the other party receives notice of termination.

Disputes arising from the legal relationship between WebElect and the client are in the first instance exclusively submitted to the competent court based on the nature of the dispute, located in the district of the District Court of Central Netherlands, unless mandatory rules of competence do not allow this choice of forum.

Contrary to the previous paragraph, WebElect has the right to bring disputes before the court in the district where the client is located.