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Contexta B.V. General Terms & Conditions

Version: 0.1
Date: March 4, 2020

These Terms and Conditions apply to all quotes, agreements and services provided by Contexta B.V., established in Amsterdam and registered with the Chamber of Commerce under registration number 67354971, hereafter referred to as ‘Contexta’.

Article 1. Definitions

Agreement: the agreement that Contexta enters into with the Customer for the use of the Service, concluded by means of a collaboration agreement, including all annexes;

Cloud-service: the provisioning of the Software, delivered online as Software-as-a-Service;

Customer: a business that has entered into an Agreement with Contexta for the Service;

Data: all data, content and information uploaded to the Service by the Customer and/or third parties, including also Personal Data, with the exception of Contexta and/or such third parties as it may indicate;

Emergency: a situation in which the availability and/or the use of the Software will become impossible, either entirely or for critical elements, if Contexta does not take immediate action;

Error: a significant failure by the Software to comply with the specifications, as described in the Agreement.;

General Terms & Conditions: these General Terms & Conditions of Contexta;

Hardware: physical goods to be used in conjuction with the Service;

Helpdesk: Contexta’s helpdesk that can be contacted by the Customer by phone on +316 4128 1019 between 9 am and 5 pm on working days with questions about the Service and/or Software;

Intellectual Property Rights: all rights of intellectual property and associated rights such as copyright, trademark rights, patent rights, design rights, trade name rights, database rights and related rights, as well as all rights to know-how and any performance on a par with such rights;

Maintenance: the Maintenance undertaken by Contexta in relation to the Software, including support via the Helpdesk;

On Premise-service: the Software part of the Service is installed and runs on computers on the premises of the Customer rather than at a remote facility (SaaS);

Parties: Contexta and the Customer, collectively;

Personal Data: as defined in article 1 sub a of the General Data Protection Regulation;

Service: the provision of the Software, either as Cloud-service or On Premise-service, including Maintenance, and/or consultancy services, as agreed upon in the Agreement;

Software:  the speech analytics applications developed by Contexta;

Website: Contexta’s website, www.contexta-solutions.io, as well as all underlying web pages.

Article 2. Applicability

2.1 These General Terms & Conditions apply to all legal acts by Contexta, all legal relationships between the Parties, all offers and Agreements between the Parties and the use of the Service and/or the Software.

2.2 Any deviations from or additions to these General Terms & Conditions will only be valid if agreed in writing by the Parties.

2.3 The applicability of any procurement or other terms and conditions of the Customer is expressly excluded.

2.4 If any provisions within these General Terms & Conditions is void or voidable, or is or becomes fully or partially invalid for any other reason, the remaining provisions of these General Terms & Conditions will nevertheless remain in full force and effect. Contexta shall replace the invalid provision with a provision that is valid and whose legal consequences coincide as closely as possible with those of the invalid provision, having due regard to the contents and purport of these General Terms & Conditions.

2.5 In case of inconsistencies between the provisions in these General Terms & Conditions and any other relating documents, the following priority shall apply:
(a) the Agreement and any other agreed upon provisions or documents in relation to the Agreement;
(b) the Data Processing Agreement;
(c) the General Terms & Conditions.

Article 3. Use of the Service

3.1 On condition that the Customer has fulfilled its payment obligations, Contexta hereby grants to the Customer a non-exclusive, non-assignable and non-sub-licensable restricted licence to use the Software in accordance with the provisions of the Agreement and these General Terms & Conditions.

3.2 The user right extends only to the object code of the Software and does not extend to the source code of the Software. The Software source code is not made available to the Customer.

3.3 The Customer may only use the Service in and for its own business or organisation and exclusively for the intended purpose. The Customer indemnifies Contexta against claims arising from and/or related to their use of the Service.

3.4 The Customer is not entitled to disclose to the public, duplicate, alter, decompile and/or reverse engineer the Software, unless compelled to do so by mandatory law.

3.5 The Customer is not permitted to sell, lease, dispose of or grant restricted rights to the Software or make it available to any third party in any other way or for any purpose whatsoever. Nor shall the Customer allow any third party to gain access to the Service, remotely or otherwise.

Article 4. Service Provision

4.1 Contexta shall endeavour to provide the Service with due care to the best of its ability. The Service is provided on the basis of a best effort obligation, unless otherwise agreed upon in a service level agreement.

4.2 If Contexta needs to enter the premises of Customer for delivery or maintaining of the Service, Customer and Contexta will agree upon a time for this. Customer will deliver all reasonably needed assistance to Conexta to make it possible for Contexta to deliver the Service, including but not limited to facilitating Contexta with entry to the premises and the needed keys and passwords.

4.3 The Customer determines what Data is stored using the Service. Contexta has no knowledge of that Data or how the Customer use the Services. The Customer will accordingly be responsible for ensuring that the Data and the use of the service are lawful and that no third-party rights are infringed. Contexta is not liable for Data stored with the assistance of the Service or for use made of the Service by the Customer. The Customer indemnifies Contexta against claims by third parties, that are based on the assertion that the use of the Service by the Customer and/or the Data stored with the assistance of Service is unlawful.

4.4 Contexta may introduce changes to the content or scope of the Service. Contexta will notify the Customer of this as promptly as possible.

4.5 Contexta can, if expressly agreed upon in writing, maintain, amend or add properties or functionalities of the Service or the Software that are specified uniquely for the Customer.

4.6 The Customer warrants the accuracy and completeness of all information supplied by it or on its behalf to Contexta.

Article 5. Privacy and security

5.1 If, in performing the Service, Contexta is to process Personal Data for which the Customer is responsible, Contexta and the Customer, under Article 14 of the General Data Protection Regulation, or applicable law or regulation are required to assume obligations in respect of the data processed by Contexta for the purpose of safeguarding the technical and organizational protection measures pertaining to the data to be processed. Unless an attached Data Processer’s Agreement is concluded between Contexta and the Customer, the following provisions shall apply in order to ensure an appropriate level of security for the Service and any (personal) data processed therein.

5.2 Contexta will ensure an appropriate level of security that is commensurate with the risks involved in processing the Personal Data and the nature thereof. Unless expressly agreed to otherwise, it is understood and agreed that no special categories of Personal Data will be processed (e.g. data concerning health or data concerning a person’s sex life).

5.3 Contexta will also endeavor that anyone acting under the authority of Contexta, insofar as they have access to Personal Data for which the Customer is the responsible party, will only process such data on the explicit instruction of the Customer, except in the event of deviating legal obligations.

5.4 If the Customer, within the context of a legal obligation (e.g. pursuant to the General Data Protection Regulation), or applicable law or regulation is required to adjust, delete or hand over data stored in systems of Contexta, Contexta will fully cooperate, where possible. The costs of the work involved may be invoiced separately.

5.5 Contexta has the right to perform statistical analyses of how the Service is used by its Customers, but only in aggregate form and without applying profiles or registrations of individual users.

5.6 The Customer can, subject to an additional fee, request a copy of the Customer’s data.

5.7 Contexta attaches major importance to the security of its Services and the protection of the Data. For this purpose, Contexta uses extensive security systems and modern technologies to protect the Services, the Software and the Data.

5.8 Logging into the Service is always by way of a secure connection and passwords are stored in encrypted form on the servers.

5.9 Contexta uses a modern datacentre that has taken the requisite technical and organisational steps (which also cover access) to safeguard the security of the servers.

Article 6. Intellectual Property Rights

6.1 All Intellectual Property Rights in relation to the Services and/or Software, excluding the Data, remain vested exclusively in Contexta or its licensors. The Customer is not permitted to delete or alter any indication about the confidential nature or Intellectual Property Rights from the Service, the Software, files or materials.

6.2 Contexta may introduce, directly or indirectly, technical measures to protect the Service, the Software, files or materials in connection with an agreed restriction of content or the duration of the licence. The Customer is prohibited from deleting or circumventing any such technical measure, either directly or indirectly.

6.3 The Customer is not permitted to introduce, directly or indirectly, alterations or additions to the Software, files or materials provided by Contexta, nor to allow third parties to carry out Maintenance or repairs on them.

6.4 The Customer hereby grants to Contexta the right to use the Customer’s name and logo, if any, in a range of materials, including but not confined to advertising and promotional materials, pitches and on the Website.

6.5 Any Data the Customer puts in the Service remains the remains the property of the Customer. Contexta only obtains a non-exclusive and non-transferable right to use such data for the term of the Agreement insofar this is reasonably required for the performance of the Agreement.

Article 7. Prices and payment

7.1 Prices are dependent on the selected Service and prices for the Customer are specified in the quotation and/or Agreement. All amounts relating to the Service are due monthly and in advance, unless otherwise agreed between the Parties. Payments must be made within 30 days after the invoice date unless agreed otherwise in writing or unless stated otherwise on the invoice.

7.2 All prices exclude VAT and other government levies and taxes. Unless stated otherwise, all prices are expressed in euro and the Customer must make all payments in euro.

7.3 During the term of an Agreement, Contexta is entitled to increase the prices for its Services each year in accordance with the price index of the previous calendar year as published by Statistics Netherlands (‘All households’ consumer price index) plus a maximum of 15%.

7.4 Apart from the circumstances specified in Article 7.3, Contexta is also entitled to increase the prices for its Services in the event of any increase in the costs incurred by Contexta or of a change in the functionalities of the Service. Contexta will notify any such price increase no later than two (2) months before the date on which it comes into effect.

7.5 If Contexta has not received (complete) payment by the end of the period specified in Article 7.1, the Customer shall immediately be in default without any prior formal demand, warning and/or default notice being required. Interest at the statutory commercial rate is due from the point when the Customer goes into default.

7.6 If the Customer persists in its failure to make payment after receiving a formal demand, Contexta may refer the debt for collection. In such cases, the Customer shall be financially responsible for all of the costs incurred by Contexta due to the late payments, including procedural expenses, judicial and extrajudicial collection costs which include the costs of legal assistance, process servers and collection agencies.

7.7 The Customer may not invoke any suspension, set-off or deduction. Contexta shall be entitled to suspend its performance obligations until the Customer complies with all of its outstanding obligations.

7.8 The relevant documents and information drawn from the administration or systems of Contexta will operate as complete evidence of the Services provided by Contexta and the amounts due by the Customer for these, without prejudice to the Customer’s right to provide evidence to the contrary.

Article 8. Confidentiality

8.1 Parties shall refrain from disclosing or using for any other purpose than within the scope of the Agreement, any trade secrets and other information of the other party that has been designated as confidential or the confidential nature of which is known or can reasonably be deemed to be known by the other party.

8.2 Parties accept the duty to observe strict secrecy towards third parties with respect to all that has been arranged in the Agreement. In addition, the Parties accept the duty to observe strict secrecy with respect to all information regarding the activities and organization of the other party, except as far as such information was already part of the public domain without any involvement of the other party.

8.3 Contexta may disclose the Customer’s confidential information to Contexta’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer’s confidential information for the performance of their work and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer’s confidential information.

8.4 This article imposes no obligations upon Parties with respect to information that:

  1. is known to the Party before disclosure under the Agreement and is not subject to any other obligation of confidentiality;
  2. is or becomes publicly known through no act or default of the Party; or
  3. is obtained by the Party from a third party in circumstances where the Party has no reason to believe that there has been a breach of an obligation of confidentiality.

8.5 The restrictions in this article do not apply to the extent that any information is required to be disclosed by any law or regulation or by any judicial or governmental order or request.

8.6 The provisions of this article shall continue in force for a period of two (2) years following the termination of this Agreement, at the end of which period they will cease to have effect.

Article 9. Duration and termination

9.1 The Agreement is entered into for one (1) year, unless otherwise specified in the Agreement. The Agreement will be automatically extended by one (1) year at a time, unless the Agreement is terminated in writing by Contexta or the Customer, effective from the end of the term and subject to a notice period of at least one (1) month.

9.2 Either Party is entitled to dissolve the Agreement in full or in part if the other Party is declared insolvent, applies for or is granted a suspension of payments, or if the other Party’s business is discontinued or liquidated otherwise than for the purpose of reconstruction or merger of companies; Contexta is also entitled to dissolve the Agreement in full or in part if the decisive control over the Customer’s business is changed.

9.3 Dissolution of the Agreement on the grounds of an imputable failure by Contexta is only allowed following the issue of a written notice of default in as detailed terms as possible, setting a reasonable period for rectification of the failure, unless otherwise specified in these General Terms & Conditions.

9.4 If the Agreement is dissolved, there will be no reversal or cancellation of what Contexta has already done and/or supplied and the associated obligation to make payment, unless the Customer proves that Contexta is in breach of contract in respect of the essential element of that work or those supplies. Any amounts invoiced by Contexta prior to dissolution of the Agreement in connection with Contexta’s work or supplies already properly undertaken in implementation of the Agreement will remain due in full, subject to the provisions of the previous sentence, and will become immediately payable on the date of dissolution.

9.5 If the Agreement ends for whatever reason, all rights that the Customer enjoys under the Agreement, including but not confined to the user right in relation to the Service, will end at the same time. If more detailed arrangements have been made between Contexta and the Customer, Contexta will provide assistance for any data conversion that may be desired, in return for the agreed payment. If no arrangements have been made between Contexta and the Customer, Contexta shall not be obliged to provide any assistance to the Customer at or after the end of the Agreement in respect of any data conversion desired by the Customer; the Customer is itself responsible for securing the Data before the Agreement comes to an end.

9.6 Contexta is at all times entitled to block the Customer’s access to the Service (temporarily) and/or to dissolve the Agreement if the Customer act in breach of the provisions of Articles 3, 4.4 and 8.

9.7 Any provisions in the Agreement, including these General Terms & Conditions, that are intended by their nature to survive the end of the Agreement will remain in full force and effect after the Agreement ends.

Article 10. Warranties and indemnities

10.1 The Customer is liable to Contexta for and fully indemnifies Contexta against all losses and costs sustained or incurred by Contexta as a result of (i) any act by the Customer when using the Service and/or the Website, including but not limited to the uploading of Data, (ii) any unlawful act on the part of the Customer, and (iii) any infringement by the Customer of third-party rights (including Intellectual Property Rights).

10.2 All costs incurred by and losses sustained by Contexta that are in any way connected with such arrangements will be paid by the Customer.

Article 11. Liability

11.1 Contexta’s liability for loss and/or damages resulting from a imputable failure in the performance of the Agreement, an unlawful act or otherwise is limited to the compensation of the direct damage sustained by the Customer the amount paid out to Contexta by the insurer or in case there is no payout by the insurer, to the amount of the payment stipulated for one (1) calendar year for performance of the Agreement. However, Contexta’s total liability for direct damage, for any reason whatsoever, will in no event exceed EUR 10.000. Contexta will use its best endeavors to ensure the insurer pays out. If no payout is made, liability for each occurrence (where a serie of consecutive occurrences is considered to constitute a single occurrence) will be limited to the amount (exclusive of VAT) that the Customer has paid under the agreement. This limitation of liability also applies explicitly to the warranties issued by Contexta in these General Terms & Conditions.

11.2 Direct damage is limited to the following:

  1. reasonable costs that you need to incur to achieve the performance required of Contexta under these General Terms & Conditions. These substitute costs will not, however, be compensated if these General Terms & Conditions are dissolved;
  2. reasonable costs incurred to determine the cause and extent of the damage, insofar as this determination relates to direct damage as defined in these General Terms & Conditions;
  3. reasonable costs incurred to prevent or mitigate damage, to the extent that these costs have resulted in a mitigation of direct damage as defined in these General Terms & Conditions.

11.3 Contexta’s liability for anything other than direct damage (“indirect damage”) – including but not confined to consequential damage, loss of profits, lost savings, diminished goodwill, damage arising from business stoppage, damage resulting from third-party claims, third-party materials, services and/or Software, and damage associated with engaging suppliers – is hereby excluded. Also excluded is any liability for corruption, deletion or loss of data.

11.4 The restrictions specified in the preceding paragraphs of this article will not apply if and to the extent that the damage is the result of willful misconduct on the part of Contexta (“contributory negligence”).

11.5 In all instances, Contexta is only liable for an imputable failure to perform an Agreement if the Customer immediately and properly issues a written notice of default to it, specifying a reasonable period for rectification of the imputable failure, and if Contexta persists in its failure to perform its obligations even after that period has expired, except in the case of an ongoing imputable failure. The notice of default must contain a description of the failure that is as detailed as possible, so that Contexta is afforded an adequate opportunity to respond.

11.6 Contexta is never obliged to repair corrupted or lost data.

11.7 Contexta is not responsible for the purchase and/or proper operation of the Customer’s infrastructure. Contexta is not liable for damage or costs resulting from transmission errors, disruptions or the non-availability of computer, data or telecommunication facilities, including the internet.

11.8 Contexta is not liable for any damage arising out of poor quality of audio. The Customer agrees that there will be no right to compensation if data is incorrect and/or incomplete due to quality of the audio used for conversion.

11.9 Any right to compensation is always conditional upon the loss being notified in writing to Contexta by the Customer as soon as possible after it arises. Any claim against Contexta for compensation will be time-barred twelve (12) months after the claim arises.

11.10 Contexta partners with various third parties for the performance of the Agreement. As such, there are certain aspects of the Service that are outside of the control of Contexta that Contexta is not liable for. This includes, but is not limited to, mobile data coverage and electricity required for Hardware. This also applies to cases where the Service is delivered as On Premise-service. Contexta is determined to provide a maximum level of uptime and will negotiate the highest possible service level with all third parties.

Article 12. Force Majeure

12.1 Contexta is not obliged to fulfil any obligation, including any warranty or obligation agreed between the Parties, if it is prevented from doing so as a result of force majeure.

12.2 Force majeure does include, but is not limited to, failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious Software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, wars, failure by suppliers to comply properly with their obligations; defects in third-party goods, equipment, Software or materials, government measures, strikes, general transportation problems, and the lack of availability of one or more members of staff.

12.2 In the event of force majeure, Contexta shall be entitled to suspend its obligations under the Agreement or else to dissolve the Agreement in full or in part, without this giving rise to any obligation to pay the Customer any compensation.

12.3 If the force majeure situation persists for more than three (3) months, the Parties shall be entitled to dissolve the Agreement in writing, without this giving rise to any obligation on the part of Contexta to pay compensation.

Article 13. Other matters

13.1 The Customer is not entitled to assign the Agreement or the rights and/or obligations under the Agreement to a third party.

13.2 Contexta is entitled to assign the Agreement in full or in part to a third party and/or to have one or more third parties perform the Agreement or else to engage one or more third parties in the performance of the Agreement.

13.3 The Agreements, including these General Terms & Conditions, are governed by Dutch law.

13.4 Any and all disputes arising from or relating to Agreements that are concluded subject to these General Terms & Conditions or any Agreements stemming therefrom shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam.

CLOUD-SERVICES

This chapter (articles 14 – 17) will be applicable if the Service includes Cloud-service(s).

Article 14. Cloud services

14.1 It is not permitted to use the Cloud-service in a manner that causes nuisance or hindrance for third parties and/or other Customers of Contexta. This includes (among other things) use of personal scripts or programs for up- or downloading large amounts of data or excessively often accessing the Cloud-service.

14.2 If Contexta takes notice of any (suspected) unlawful or unauthorized use of the Cloud-service, Contexta shall have the right to take all reasonable measures to stop the (suspected) unlawful or unauthorized use. Contexta is not liable for any damage resulting therefrom.

14.3 If, in the professional opinion of Contexta, the continued functioning of the computer systems or network of Contexta is actually or under threat of being damaged or jeopardized, Contexta may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.

14.4 Unless the Agreement contains specific guarantees or explicitly agreed upon otherwise between the Parties, the Cloud-service will be made available on an “as-is” basis.

14.5 Contexta does not warrant that the Cloud-service will operate uninterrupted and error free, that the Cloud-service will identify or filter out all known spam, viruses or other programming routines that might cause the Customer damage, or that the Cloud-service will operate with all combinations of Hardware and Software selected and used by the Customer.

14.6 Use of the Cloud-service may be subject to specific usage limitations (for example with regards to the maximum number of End Users, network capacity and/or storage space). If this is the case the case, the usage limitations will be specified in the Agreement.

14.7 If the Agreement does not contain specific usage limitations the use of network capacity and storage space shall be subject to a “fair use” regime. Fair use shall mean normal use of the that does not significantly exceed normal usage patterns. The Customer will be considered to exceed normal usage patterns if the Customer averagely uses more than twice the amount of network capacity or storage space used by other Customers of Contexta under comparable circumstances.

14.8 If the Customer exceeds the applicable usage limitations, Contexta is not liable if the Cloud-service becomes inaccessible or does not function properly. Furthermore, Contexta will be entitled to charge the Customer for its additional usage against the customary rates of Contexta or to limit or block access to the Cloud-service.

Article 15. Accounts

15.1 To be able to access and use certain Cloud-service, an account may be required. Accounts are for individual use only and may not be shared by multiple users.

15.2 Accounts are protected by means of a username and password and, authorization tokens (API key), as second authentication factor. The Customer is responsible for keeping its own username, password and second factor secret. Contexta may assume that actions undertaken from the account of the Customer are authorized and supervised by the Customer. The Customer shall be fully liable for any actions undertaken from its account.

15.3 If login credentials are accidentally disclosed or otherwise become known to a third party, the Customer shall immediately inform Contexta and take all measures to prevent misuse of the account.

Article 16. Availability and Maintenance

16.1 Unless Parties conclude a separate service level agreement (SLA), Contexta does not give any guarantees regarding to availability of the Cloud-service. In case of a conflict between a provision in the SLA and these terms and conditions, the provision in the SLA will prevail.

16.2 Contexta actively maintains the Cloud-service. Maintenance will only take place during specific service windows. Maintenance causing impact to the availability of the Cloud-service will be announced in advance and will take place outside of office hours (9 am – 5 pm), unless specified otherwise in the Agreement.

16.3 The Data is automatically backed-up on a regular basis, in encrypted format, to another datacentre based at a different location.

16.4 Contexta may from time to time incorporate changes into the Cloud-service. The Customers feedback and suggestions are welcome but ultimately Contexta decides which changes to carry out (or not). Contexta shall announce major changes at least thirty days in advance. Minor changes that do not affect the functioning of the Cloud-service in a meaningful way will be automatically incorporated into the Cloud-service without notice.

16.5 Contexta does not warrant that the Cloud-service to be provided to and kept available for the Customer will operate without error or interruption.

16.6 The Customer may contact the Helpdesk if it has any questions regarding the Cloud-service. The Helpdesk will endeavour to answer the Customer’s questions within a reasonable period, to the best of its ability.

16.7 Contexta cannot guarantee that Errors will not occur or that they will be resolved. Contexta will, however, endeavour to rectify any Errors in the Cloud-service as quickly as possible.

16.8 There is only an Error if the Customer can prove this, if it is replicable and if the Customer has immediately informed Contexta of its existence.

16.9 Contexta is never obliged to rectify Errors if the situation pertains to user errors or inexpert use by the Customer, use in breach of the Agreement or these General Terms & Conditions or any other cause not attributable to Contexta. Nonetheless, if Contexta proceeds to rectify an Error, it shall be entitled to charge the costs of doing so to the Customer on the basis of Contexta’s then applicable hourly rate.

16.10 Contexta is always entitled to introduce temporary solutions or Software workarounds or problem-solving constraints in the Cloud-service.

16.11 Contexta may (temporarily) suspend the operation of the Cloud-service fully or partially and/or restrict the use of it if it considers this to be necessary, for instance for Maintenance. If Contexta considers this is necessary, it will notify the Customer accordingly, in advance. If an Emergency requires the Cloud-service to be suspended immediately or its use to be restricted, Contexta will notify the Customer of this as soon as is reasonably possible.

Article 17. Data and exit

17.1After termination or expiration of the Agreement, Contexta will have the right to remove or delete all data, without being obliged to provide a copy of the Data, unless otherwise agreed in the Agreement. The Customer is responsible for making back-ups and/or storing the data on another location before termination or expiration of the Agreement.

 

ON PREMISE-SERVICES

This chapter (articles 18 – 21) will be applicable if the Service includes On Premise-service(s).

Article 18. Installation

18.1 Unless agreed upon otherwise in the Agreement, Contexta will install the Software for the On Premise-service at the Customer’s location and devices.

18.2 The Software is complex computer software. Its performance will vary depending on the Customer’s hardware, other software, the configuration of the Software and other factors. Therefore, the Software is provided “as-is” and without warranties regarding functionality.

18.3 With prior written permission of Contexta, the Software for the On Premise-service may also be located in the facilities or on the IT environment of an affiliate business entity of the Customer.

Article 19.  Acceptance procedure

19.1 After installation of the On Premise-service the Customer may perform an acceptance test of the On Premise-service. The Customer may perform an acceptance test against the specifications agreed upon in the Agreement

19.2 On request, Contexta shall reasonably assist the Customer in performing an acceptance test. Parties will agree beforehand what costs may be charged by Contexta for such assistance.

19.3 The acceptance test must be performed within 5 business days after Contexta has made the On Premise-service available to the Customer. Any and all feedback or error reports in relation to the On Premise-service must be received by Contexta in a detailed written notice on the sixth (6th) business day after Contexta has made the On Premise-service available. In the event that Contexta does not receive any detailed written feedback or error reports on the sixth (6th) business day, then the On Premise-service will be deemed accepted by the Customer.

19.4 Should the Customer provide Contexta with detailed written feedback or error reports, then Contexta will endeavor to remedy the situation within 30 business days by performing modifications to the On Premise-service in accordance with the agreed upon in the Agreement On first request of Contexta, the Parties will discuss the Customer’s written feedback or error reports in good faith as soon as reasonably possible.

19.5 When, in the opinion of Contexta, the modified On Premise-service is in accordance with the Agreement, then Contexta will make the modified On Premise-service available to the Customer. The process in paragraph 2.2. and 2.3. will then be repeated.

19.6 Should the Customer perform a second acceptance test and conclude that the On Premise-service still doesn’t meet the Agreement, then the Customer’s sole remedy is taking one or more of the following measures:

  1. Specifying a new extension period wherein Contexta shall use its best efforts to modify and test the Increment until the specifications in the Agreement have been met; and/or
  2. Accepting that part/those parts of the On Premise-service that the Customer deems suitable at such a reduced price as Contexta and the Customer shall agree upon. If no agreement is reached about the price reduction, the Customer is entitled to reject the Increment in accordance with article 2.7.

19.7 If the 30-day period in article 2.4. or any further agreed upon extension period has lapsed and the On Premise-service objectively still doesn’t meet the Agreement, then the Customer may terminate the Agreement. In such case, Contexta will refund upfront payments made by the Customer for work not yet performed by Contexta.

Article 20. Updates and Maintenance

20.1 Contexta provides off-site or on-site support by updating and maintaining the Software.

20.2 Contexta will notify the Customer when the On Premise-services, requires any updates or Maintenance, or if an update is available. Contexta and the Customer will decide on a time when the update or Maintenance can take place.

20.3 Contexta does not warrant that the On Premise-service to be provided to and kept available for the Customer will operate without error or interruption.

20.4 The Customer may contact the Helpdesk if it has any questions regarding the On Premise-service. The Helpdesk will endeavour to answer the Customer’s questions within a reasonable period, to the best of its ability.

20.5 Contexta cannot guarantee that Errors will not occur or that they will be resolved. Contexta will, however, endeavour to rectify any Errors in the On Premise-service as quickly as possible.

20.6 Contexta is never obliged to rectify Errors if the situation pertains to user errors or inexpert use by the Customer, use in breach of the Agreement or these General Terms & Conditions or any other cause not attributable to Contexta. Nonetheless, if Contexta proceeds to rectify an Error, it shall be entitled to charge the costs of doing so to the Customer on the basis of Contexta’s then applicable hourly rate.

20.7 Contexta is always entitled to introduce temporary solutions or Software workarounds or problem-solving constraints in the Cloud-service.

Article 21. Hardware

21.1 Contexta will sell hardware to Customer for On Premise-services, if agreed upon in the Agreement.

21.2 Contexta will deliver and install the hardware at agreed upon location. Contexta is not responsible for maintaining or repairing hardware, unless agreed upon in the Agreement.

21.3 The risk of loss, theft or damage to the hardware shall transfer to Customer at the moment the hardware is delivered by Contexta the agreed upon location.

21.4 Transfer of the title shall take place after full settlement of all amounts due to Contexta.

21.5 The Customer must check the delivered hardware as soon as possible, but in any case, within 7 days of delivery for any damage or other defects. If the Customer identifies damage or other defects, the Customer must report this immediately and in writing to Contexta.

21.6 If the Customer fails to report a damage or defect to Contexta within the term referred to in article 21.6., the hardware shall be deemed to have been delivered without damage or defects.

21.7 The Customer will not return any hardware without reasonable justification. Return of the hardware will only take place after the Customer has contacted Contexta and in accordance with the return instructions of Contexta.

21.8 Any costs relating to the return of the hardware will be borne by the Customer. The Customer is responsible for adequate packaging of the hardware and must return the hardware using a shipping method with adequate shipping insurance.

21.9 The hardware supplied by Contexta will only cover the warranty given by the manufacturer. Information about the manufacturer’s warranty can be found on the website of the manufacturer or importer, or in the documentation of the manufacturer that comes with the hardware.

21.10 The warranty described above does not apply to damage or defects (1) resulting from improper use or storage, (2) caused by weather, climate or other effect of nature.