General Terms and Conditions CDDN

1. Definitions
1.1 Client is defined as anyone to whom CDDN and its affiliated companies (CDDN) make an offer (quotation) or with whom CDDN enters into an agreement to which these conditions apply.

2. Applicability
2.1 These terms and conditions apply to all offers (bids) from CDDN and all agreements which CDDN concludes with a client, or result therefrom, with regard to the performance of activities and delivering services.
2.2 Deviations from these terms and conditions apply only if and insofar as they have been expressly agreed to in writing. For contracts with a  duration of longer than one year (long-term contracts), CDDN reserves the right to modify these terms and conditions, and reserves the right to apply the amended terms on the relevant agreement. The modified conditions will then come into effect thirty days after the announcement of the respective modification.

3. Offers / Quotations
3.1 All offers (quotations) from CDDN are non-binding.
3.2 All statements by CDDN of numbers, percentages or other indications of the services are made with care, but CDDN cannot guarantee that no deviations will occur. The content of leaflets, drawings, models, reports or other printed material will not be binding to CDDN unless expressly referred to in the agreement. Minor deviations must be accepted by the client.

4. Delivery terms
4.1 CDDN will exert itself to meet any agreed delivery date. However, such term is not fatal and exceeding it does not give any right to the client to rescind the agreement or to claim damages, unless explicitly agreed otherwise.
4.2 Delivery in parts is permissible.

5. Prices (tariffs)
5.1 The rates charged by CDDN are in Euros and will be increased with turnover tax (if turnover tax is payable in accordance with the applicable laws and regulations) and any and all other charges.
5.2 Unless expressly agreed otherwise in writing, CDDN is entitled to increase the rates that the client owes to CDDN in long-term contracts, at the beginning of each calendar year based on the consumer price index for all households (2008 = 100) of the Centraal Bureau voor de Statistiek (CBS/ Central Bureau of Statistics), or (if the CBS index is no longer operated by the CBS), the index that most closely matches. The adjusted rate is calculated by multiplying the applicable rate by the index of the year preceding the year in which the adjustment took effect, divided by the index of the calendar year preceding the year in which the applicable rate took effect. If CDDN has grounds to fix the adjusted rate to a higher amount than according to this calculation would be the case, the client is entitled to terminate the agreement by registered letter within 14 days after such notification of CDDN. The cancellation must be made taking into account a reasonable notice period. For the work performed by  CDDN (and the delivered goods or services) the client owes the tariffs as adjusted according to the index until the end of the agreement.

6. Invoices and payment
6.1 Unless a different period is specified on the invoice itself, payment of invoices of CDDN shall take place within 30 days.
6.2 If an invoice is not paid within the relevant time period, CDDN is entitled to claim statutory interest and compensation of all reasonable judicial and extrajudicial costs incurred in connection therewith. Furthermore, CDDN is entitled to suspend the performance of its obligations until full payment has been received.
6.3 Any right of the client to suspend the payment of amounts due or to offset these against any alleged claim is excluded.
4.6 CDDN is at all times entitled to demand adequate security or (full or partial) payment in advance by a client before any (further) performance.
6.5 In case of disagreement on the correct amount that the client owes CDDN, the administrative data of CDDN will be decisive.

7. Delivered data, files and data carriers
7.1 All date files to be provided by a client to CDDN in the framework of an agreement shall be supplied to CDDN in the desired format.
7.2 The client is liable towards CDDN for any damage suffered by CDDN because of errors or deficiencies in the information, files or data carriers supplied by the client. This refers to any viruses, worms or other electronic elements.
7.3 The client guarantees that he is entitled to deliver the data, files and data media to CDDN, and to make these available to CDDN and that CDDN is entitled to perform the work agreed in respect thereof. The client indemnifies CDDN against any third-party claims in this regard.

8. Complaints
8.1 CDDN shall exert itself to meet the terms of the agreement. However, the agreement is not an obligation of result by CDDN (so-called inspanningsverplichting).
8.2 If the client is of the opinion that CDDN has not properly fulfilled any term of the agreement, it shall notify CDDN thereof in writing, within 14 days after the relevant shortcoming was discovered or reasonably could have been discovered, failing which the client may no longer invoke the defect. In any event the client is deemed to be able to reasonably discover a failure from the moment he receives the performance delivered by CDDN or otherwise became aware of the content of the performance, save for special circumstances to be demonstrated by the client.
8.3 The client is obligated to provide all cooperation with CDDN in order to enable CDDN to investigate an alleged defect and, if CDDN decides so after this investigation, to repair the defect within a reasonable period.

9. Liability
9.1 CDDN has professional liability insurance with a maximum insured amount of € 1,000,000 per claim. A copy of the insurance policy shall be submitted to the client at its first written request.
9.2 Any liability of CDDN for damages arising from or connected with the performance of the contract is limited to the amount paid out in the relevant case under the professional liability insurance taken out by CDDN (see paragraph 9.1).
9.3 If the limitation of paragraph 2 of this Article should not apply, for any reason whatsoever, the liability of CDDN shall always be limited to the invoice value of the work (or the services or goods) through or in connection with which the liability arose. In case of a longer-term contract the liability shall not exceed the invoice value which CDDN invoiced to the client during a period of one year prior to the notice of liability in respect of the relevant agreement for its work with a maximum of € 50.000.
9.4 CDDN is not liable if and insofar as the client itself is able to recover the damage referred to in this article directly on a third party or on its own insurance company.
9.5 Any liability for indirect damages, including but not limited to consequential damages, lost profits and loss of revenue is excluded.
9.6 The limitation of liability of CDDN in this article shall not apply if the damage is the result of intent or willful recklessness on the part of CDDN.

10. Confidentiality
10.1 The client shall observe confidentiality regarding all confidential information that comes to its attention with regard to the implementation of an agreement, and will not use such information for purposes other than the implementation of the agreement.
10.2 This confidentiality obligation does not apply if and when there is a legal obligation to provide confidential information to a third party. In that case, the client, however, shall as soon as practically possible notify CDDN of the disclosure.
10.3 In case of violation of the provisions of Article 10.1, and without any further notice being required, the client will forfeit (per offense) to CDDN a one-time, immediately payable penalty of € 10 000, -, and a fine of € 1 000, - for each day or part thereof that for the transgression continues, all without prejudice to any rights of CDDN to compensation for the damage already suffered by it and still to be suffered.

11. Intellectual property
11.1 Unless explicitly agreed otherwise,  all intellectual property rights (including copyright) vested in the products or services (including software, data and databases) that were made available to the client within the framework of an agreement remain at CDDN and are not transferred to the client.
11.2 With regard to the products/services referred to in article 11.1, a client is only granted a personal and non-transferable right to use the intellectual property during the term of the agreement; this right does not (also) expand to affiliated companies or institutions. The client is not entitled to copy or otherwise reproduce the goods, or make them public in any way other than in accordance with what is determined in the agreement. As far as the products exist out of data or data files, they may not be "called" or "recycled" within the meaning of the Database law (Databanken wet), except to the extent necessary to achieve the agreed use of such information or data during the term of the agreement. The foregoing limitations leave the rights of the client under Articles 45j and 45k of the Copyright Act 1912 (the allowed personal use for backup and archival purposes) unaffected.
11.3 In case of violation of any of the provisions of Article 11.2, the client will forfeit (per offense) a one-time, immediate fine without prior written notice of € 10 000, -, and a fine of € 1 000 , -for every day or part thereof that the transgression continues, all without prejudice to the right of CDDN to demand compensation for the damage suffered by it and yet to be suffered.

12. Retention of title
12.1 All goods delivered by CDDN in the implementation of an agreement remain the property of CDDN until the client has fully complies with everything it owes to CDDN and has fulfilled every obligation towards CDDN.
12.2 If CDDN invokes its retention of title the client is obligated to cooperate in order to enable CDDN to take possession of the goods.

13. Website(s)
13.1 If CDDN makes an online offer, the following conditions shall apply on that offer and the resulting agreements therefrom.
13.2 If CDDN provides a user ID and password to a client, thus providing an access to a web site, the client commits itself that the code shall not become available to any third party and that the client shall take it upon him to otherwise do everything that is reasonably possible in order to avoid any unauthorized use of the code.
13.3 The client indemnifies CDDN for the consequences of loss or unauthorized use of the password, unless these effects are caused by a breach by CDDN itself.
13.4 If CDDN suspects the abuse of a user ID, a password, or, more at large, suspects abuse of a provided website functionality, it is entitled to deny or block the available access provided by the user ID or password.

14. Use of information provided by CDDN
14.1 If the agreement entails that CDDN provides data to the client data in order to enable the client to use information, the following conditions are also part of the agreement.
14.2 The client is not permitted to use data provided by CDDN for a purpose other than as stipulated in the agreement. Except to the extent that the agreement entails this exact purpose, the client is not permitted to use the data provided by CDDN in order to use or build its own database or with regard to any exploitation thereof. The client is also not permitted to use the data provided by CDDN to create its own directory or guide or for any exploitation thereof. An addition, modification or other enrichment with the client's own data of the data provided by CDDN is only permitted if this is done in a way that does not infringe the nature or extent of the granted license by CDDN to the client with respect to the information provided by CDDN. These restrictions does not affect the rights of the client to maintain its own (personal) registrations based on the received responses.
14.3 If it is agreed between parties that the client may use the information supplied by CDDN in a multiple way (under which use it is understood to include an addition, modification or other enrichment, as provided in Article 14.2), the relevant agreement, unless expressly agreed otherwise, is entered into for the term of one year or, if that is the case, shorter if the client has a credit balance or similar credit.
14.4 If agreed between parties that the client data submitted by CDDN may in turn be made available by the client to a third party, the client is obligated to impose on such third party the same obligations as the client has towards CDDN under the agreement. If the client is not the end user of the data, he guarantees that the data provided by CDDN are only made available to end users and within a sufficiently defined purpose (to be agreed by CDDN).
14.5 CDDN is entitled to add certain monitoring data in the data provided by it (such as addresses). If these monitoring data show that the client does not adhere to the agreed use, this shall be construed as full evidence of the breach of contract by the client.
14.6 In case of violation of any of the provisions of this article, the client will, without further notification being required, forfeit (per offense) to CDDN a one-time, immediately payable penalty of € 10 000, -, and a fine of € 1 000 - for each day or part thereof that the violation continues, all without prejudice to any right of CDDN to demand compensation for the damage suffered by it and yet to be suffered.

15. Privacy
15.1 If the agreement entails that CDDN provides personal data (or data that can be traced back to personally identifiable files) the following conditions shall also apply on the agreement between parties.
15.2 CDDN cannot be held to provide data to the client when this data relates to persons of whom CDDN knows or suspects that they object against disclosure of data that is concerning them. The client will refrain from the use of information provided by CDDN relating to persons, of which the client knows or suspects that they object against the use or processing of data concerning them.
15.3 If the client informs a persons on the basis of Article 35, paragraph 2 of the Data Protection Act (Wet Bescherming Persoonsgegevens) regarding the origin of personal data and thereby communicate that this data was provided to it by CDDN, the client shall promptly inform CDDN thereof, and indicate to CDDN which information relating to the origin of the data were given to the person concerned. The client will only give such information after it has securely confirmed that the request is done by the actual person concerned.
15.4 The principal will immediately execute any request for modification, foreclosure or removal in any personal data made available by CDDN, provided that the client has established beyond doubt that the request comes from the actual person concerned. The principal will inform CDDN and any third parties who also have disposal of the relevant information promptly of such request and inform all of the relevant actions taken by the client in this respect.
15.5 The client is not permitted to bring personal data transmitted by CDDN outside the Netherlands or distribute it without the prior written consent of CDDN.
15.6 If the client has provided personal data to CDDN, the client ensures that in respect of such data all applicable regulations regarding the protection of privacy (including the Data Protection Act) is adhered to and that providing it to CDDN and processing it by CDDN is permitted under these regulations. The client will comply to these regulations with respect to the personal data delivered to him by CDDN. The client indemnifies CDDN against any claims of third parties arising from the fact that it is has not fulfilled these regulations.
15.7 The principal shall take all such provisions of technical and organizational nature that are required in order to protect the products and services provided by CDDN against the acquaintance thereof by any unauthorized third parties or against any unauthorized disposal thereof.
15.8 With respect to the use of information provided by CDDN the client shall observe the latest code of conduct for direct marketing of the trade association to which CDDN is mostly affiliated. Although CDDN cannot be bound by the client to such code of conduct, CDDN will to the extent possible try to adhere to this Code as much as possible.

16. Processor Activities
16.1 If the client submits personal data to be processed by CDDN, CDDN shall only perform those activities related to the personal data which are expressly requested by the client. CDDN is not entitled to perform other activities or transactions with respect to personal data.
16.2 CDDN will take appropriate technical and organizational measures to protect personal data against loss or against any form of unlawful processing. These measures shall take into account the state of technical standards at that time, and the cost of the enforcement of such measures (which costs have to be reasonable) and shall ensure a level of security that is appropriate to the risks represented by the processing and the nature of protecting personal data.
16.3 CDDN will maintain confidentiality regarding the personal data that it acquired under the dedicated processor operations. CDDN will ensure that the same confidentiality applies to its staff and third parties working for CDDN.
16.4 The client is always entitled to inspect the location where the work is performed by CDDN, including any inspection in the context of monitoring compliance with the provisions of article 15, paragraph 2, provided that the client informs CDDN ahead in good time in writing and provided that the client follows the reasonable instructions of CDDN during this inspection.

17. Exploitation
17.1 CDDN is permitted to perform its obligations under this Agreement in its own name or under any other trade name.

18. Termination of the agreement
18.1 Without prejudice to any of its other rights in accordance with the Civil Code (Burgerlijk Wetboek), CDDN is entitled to terminate the agreement with immediate effect if the client has been granted (temporary) suspension of payment, he is declared bankrupt, a debt-rescheduling arrangement is lodged him or if it has shut down its operations or liquidates the enterprise carried on by him.
18.2 In the event of termination (or termination) as referred to in article 18.1 CDDN will be liable towards the client for such termination and all amount become immediately due and payable.

19. Governing Law
19.1 All agreements are exclusively subject to the laws of the Netherlands.

20. Disputes
20.1 All disputes arising in connection with the present agreement, or further agreements resulting therefrom, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The arbitral tribunal shall be composed of one arbitrator. The arbitral tribunal shall be appointed according to the list procedure. The place of arbitration shall be Amsterdam. The proceedings shall be conducted in the Dutch language.
20.2 The applicability of the Vienna Convention on the Sale of Goods 1980 is excluded.

The general conditions are registered at the Chamber of Commerce in Amsterdam under number 27303508.