RVC

Specialist in digital acquisition and archiving

General Terms and Conditions

General Terms and Conditions of RVC B.V., established in Baarn.

Chapter I General provisions

Clause 1. Definitions
In these General Terms and Conditions the terms set out below will be used with the following meaning unless explicitly indicated otherwise.

a.    Equipment: computers and terminals with associated system software as
       well as their associated machines, installations and aids, with which data are
       read or recorded, processed or printed on data carriers.
b.    Software: data and computer programs (whether or not in combination) as
       well as any new releases of these with associated documentation, if any,
       and if applicable, the data carriers on which all this has been recorded, all
       this with the exception of system software.
c.    Tailored Software: Software specifically developed for the client.
d.    Standard Software: Software not specifically developed for the client.
e.    System Software: the computer program(s) installed on computers before
       delivery which is/are necessary to operate the Software.
f.     Items: the whole of the Equipment, Software and/or data.
g.    Delivery: RVC B.V. or a third party on its instructions providing the Items
       to the client.
h.    Delivery Content: description of the Items to be delivered by RVC B.V. in
       accordance with the agreement.
i.     Delivery of Equipment in working order: installing the Equipment such that
       it can operate properly with the System Software.
j.     Software Key: the licence code necessary to be able to use certain Software.

Clause 2. Applicable conditions
1.    The General Terms and Conditions are applicable to all the agreements 
       entered into by RVC B.V. and in which they undertake to fulfil the
       characteristic performance (such as supplier, seller, service provider etc.),
       as well as to all the offers issued by RVC B.V. to this end.
2.    If and insofar as there are deviations in a separate agreement from what
       has been provided in the General Terms and Conditions, the provisions
       in the separate agreement are applicable unless explicitly provided for to
       the contrary.
3.    If and insofar as applicable special conditions deviate from the provisions
       set out in the General Terms and Conditions, the provisions in the special
       conditions will be applicable unless explicitly provided for to the contrary.
4.    RVC B.V. explicitly rejects the applicability of general terms and conditions
       to which the client might refer.
5.    A translation in the English language might be added as an Annex to these
       General Terms and Conditions. That Annex is exclusively enclosed for
       further information. The Dutch version is applicable and prevails in the
       event of any ambiguity, shortcoming or contradiction in the translation.

Clause 3. Offers and adjustments
1.    Offers of RVC B.V. are without any obligation and lapse 30 days at the
       latest after the date of the offer.
2.    Delivery periods specified in the offers of RVC B.V. and other periods stated
       in the performances to be fulfilled by RVC B.V. are rough estimates and
       only serve as information: going beyond these periods does not entitle the
       client to compensation or dissolution.
3.    Prices quoted by RVC B.V. are - unless specified otherwise - based on 
       execution during normal working hours and exclude transport, packaging,
       delivery and installation costs, VAT and other levies by the authorities.
4.    The rates of RVC B.V. can be adjusted each year. Should these rates be
       adjusted, RVC B.V. will send forthwith to the client an adjusted list of the
       rates to be applied by them at that time as well as the rates with regard
       to any advances. The client agrees now for then to the annual adjustment
       of the rates of RVC B.V., except when and insofar as the adjustment of
       these rates would be unreasonable. Any increase of the rates by less than
       5 % is regarded as not unreasonable. If in the event of an unreasonable
       increase of RVC B.V.’s rates the client does not submit a complaint within
       a period of fourteen (14) days from the date on which the adjusted list with
       the adjusted rates was sent, the client is deemed to have tacitly agreed to
       the adjusted rates.
5.    If the client is a natural person, not acting in the course of his professional
       or business activities, and RVC B.V. adjusts its rates within three (3) months
       after the formation of the agreement entered into by them, the client will
       be entitled to dissolve the agreement.
       If at that stage the client does not dissolve the agreement within a period
       of fourteen (14) days from the date on which the adjusted list with changed
       (hourly) rates has been sent, the client is deemed to have tacitly agreed to
       the adjusted rates.
6.    Amendments of and supplements to the agreement only bind RVC B.V.
       insofar as they have been agreed in writing.
7.    The nullity of one or more provisions of the agreement will not result in the
       nullity of the complete agreement. The parties will negotiate to provide
       replacement provisions for the invalid provision in connection with which the
       purport of it should be retained as much as possible.

Clause 4. Research and information
If at the discretion of RVC B.V the nature of the agreement requires that they should ascertain the needs of the client with due care before performing the agreement, these needs being intended to be met by the Items to be supplied or services to be provided by them, the client will provide RVC B.V with all the necessary information to this end. RVC B.V. will not be liable for damages, resulting from inaccurate or incomplete information from the client.

Clause 5. Confidentiality, publicity and protection
1.    The parties are obliged to observe confidentiality of all the information
       which they have obtained from each other in connection with entering into
       and executing the agreement and they are obliged to take the necessary
       measures to this end, including imposing a similar obligation on persons
       who they engage in the performance of the agreement.
2.    Without the prior consent of the client, RVC B.V. or any third party engaged
       by them for the performance of the agreement shall refrain from disclosing
       the agreement publicly in any way whatsoever.
3.    If in connection with the performance of the agreement the parties have the
       property of others at their disposal, they shall take good care of this as a
       proper custodian and take adequate safety measures to prevent theft and
       damage.

Clause 6. Intellectual property rights
1.    RVC B.V. shall indemnify the client against any claims by third parties
       pursuant to intellectual property rights with regard to Items supplied by
       RVC B.V. The client is obliged to support RVC B.V. in this indemnity both
       in and outside court.
2.    RVC B.V. is not obliged to provide indemnity if:
       •   the (alleged) infringement is the consequence of the client providing 
           inaccurate or incomplete information to RVC B.V.;
       •   the client uses the Items supplied by RVC B.V. in a manner or for a
           purpose other than that for which they (as far as known by RVC B.V.) 
           were intended, supplied or developed;
       •   adjustments are made by others than RVC B.V. to Items supplied by
           RVC B.V. or they were otherwise processed.
3.    If it becomes an established fact that there is an infringement of any
       intellectual property right of a third party, and RVC B.V. is obliged to
       indemnify in this respect, then RVC B.V. will:
       •   either bring about the situation that the client will acquire the right
            to continue using the infringing Items;
       •   or replace the infringing Items or amend them such that there is no
            longer an infringement, but such that this does not lead to reduced
            applications for the client;
       •   or take back the infringing Items against the consideration to this
            end being undone by the client and at the same time reimbursing
            the losses suffered by the client, which compensation will in any
            event never amount to more than half the value of the said
            consideration.

Clause 7. Risk
From the moment of Delivery of the Items to the client they will be at the risk of the client.

Clause 8. Engaging third parties
RVC B.V. is allowed to engage third parties in the performance of the agreement.

Clause 9. Payment conditions
1.    Unless otherwise stated on the invoice of RVC B.V. payments should be
       received by RVC B.V. within 14 days after the invoice date. Should this
       period be exceeded, the client will owe interest of 1.5% per (calendar)
       month of the full amount on the invoice without any notification being
       required, whereby a part of a month counts as a full month.
2.    Moreover, RVC B.V. is entitled to charge the client for all court costs and
       extrajudicial debt collection costs incurred after the payment period has
       lapsed, whereby the extrajudicial costs are deemed to be 15% of the
       total invoice amount with a minimum of EUR 250--.
3.    If the client does not fulfil accountably any obligation to RVC B.V., if
       he is declared bankrupt, applies for a moratorium, any of his assets are
       seized, is in the process of being wound up or is being dissolved, this
       will result in:
       •    any claim of RVC B.V. on the client becoming immediately due
            and payable;
       •    the client being obliged at the first request of RVC B.V. to provide
            within a reasonable period set to this end by RVC B.V. any security
            requested by RVC B.V. for the fulfilment of their obligations;
       •    RVC B.V. being entitled to suspend any fulfilment of their obligations
            (including not providing the necessary Software Key) for as long as
            the non-fulfilment by the client continues, or - at their discretion – to
            dissolve the agreement, notwithstanding their rights to full compen-
            sation.

Clause 10. Assignability
The rights and obligations of the client under the agreements entered into with RVC B.V. cannot be assigned to third parties, neither is it allowed to contribute them to a(n other) legal entity or a partnership without the explicit written consent of RVC B.V. RVC B.V. will not withhold this consent on unreasonable grounds.

Clause 11. Force majeure
1.    If performance of the agreement by RVC B.V. is prevented by force
       majeure, they will be entitled to suspend the performance of the agree-
       ment for not more than three months or to dissolve the agreement in
       full or in part. If RVC B.V. prefer a suspension, they will be entitled during
       the suspension or - after three months have lapsed – be obliged still to
       perform the agreement or to dissolve it in part or in whole.
2.    Force majeure on the part of RVC B.V. is for instance present if they are
       unable to fulfil their obligations because of a strike, exclusion, fire, storm,
       weather conditions, a lack of aids, parts or labour not attributable to them,
       (for instance as a result of illness), transport disruptions, power cuts, 
       government measures and in general causes beyond the control or power
       of RVC B.V.

Clause 12. Take over of personnel prohibited
During the course of the agreement and during a consecutive period of six months after the agreement has been fully fulfilled, the client will refrain from employing employees of RVC B.V. or to involve them in any other way in their activities other than in the performance of the agreement, all this on pain of a penalty of EUR 25,000-- immediately due and payable.

Clause 13. Liability
1.    The Software developed by RVC B.V. as well as the data and the data
       provision by RVC B.V. can result  in a breakdown in the data provision
       and a disruption in the data provision in the event of (for instance)
       improper use, use without supervision of a competent user, use with-
       out taking into account any possible disrupting factors - including 
       faulty use of the licence code or the Software. RVC B.V.’s liability for
       losses suffered by the client as a result of any non-, incomplete or
       overdue fulfilment by RVC B.V. of any obligation is therefore limited
       to honouring the warranty obligation.
2.    If RVC B.V. cannot invoke this limitation, their liability will in any event
       be limited to not more than the amount that the client paid for the
       Software or pays each year for the license fee, and the professional
       liability is in any event limited to the direct losses suffered with a
       maximum of EUR 500,000--.
3.    RVC B.V. is only liable for damages as a result of the non-, or incorrect
       performance of the maintenance insofar as the damage is the result
       of gross negligence of the persons engaged by RVC B.V. in the per-
       formance of the maintenance. The liability of RVC B.V. meant in this
       respect will never exceed the replacement value of the damaged or
       lost Software.
4.    RVC B.V. is in any event not liable for consequential damage, including
       in any event:
 •    losing programs or files
 •    operational delays

Clause 14. Applicable law and disputes
1.    All agreements between the parties are exclusively governed by Dutch law.
2.    All disputes which might arise in relation to the agreement or any
       further agreements, will exclusively be submitted to the competent Court
       in the District of Utrecht according to the rules of subject-matter jurisdiction,
       unless mandatory legal provisions provide for the contrary.


Chapter II. Special Software/data conditions

Clause 15. Applicability of provisions in Chapter II
The provisions in this Chapter are applicable to all the agreements entered into by RVC B.V. if and insofar as RVC B.V. in that connection (also) undertakes to supply a right of use for Software or data or to develop or maintain these.

Clause 16. Extent of right of use
1.    If not explicitly agreed otherwise RVC B.V. grants the client a non-
       exclusive right of use for an indefinite period of time of the Software/
       data described in the Delivery Content against payment of the user
       fee laid down in the agreement (further to be called: the Price).
2.    The right of use grants the right to the client to use the Software
       exclusively form himself in his own business and on the processing
       unit for which the right of use has been granted. The client is not entitled
       to reproduce the Software or to change it, except insofar as this is
       necessary for the intended use with the Software or if the reproduction
       serves to make not more than two (or - if agreed - a larger number)
       reserve copies. These copies must be provided with the same proprietary
       notices with regard to copyrights, trademark rights and other identifi-
       cation signs as stated on the original.
3.    The client is not allowed to transfer, give the use of or disclose in any 
       other way the Software or a copy of it to a third person.
4.    The right of use does not entail a transfer of ownership or intellectual
       property rights of the Software unless explicitly agreed otherwise in
       writing. If the Software is based on an external source code, the client
       will not be entitled to have this at his disposal.
5.    Unless otherwise agreed, the right of use of the Standard Software also
       includes:
       •   the supply of new versions free of charge within the same version
           number of the Software if they are issued
       •   verbal assistance via the phone
       •   These obligations of RVC B.V. terminate if and because the client
            has made changes to the Software without the consent of RVC B.V.
6.    Supplying verbal assistance by phone is limited to:
       a. the use of the Software by the client
       b. identifying, tracing and remedying faults in the Software
       c. finding an alternative solution in order to bypass a program fault
           if it cannot be remedied or can only be remedied with dispropor-
           tionate effort
       d. assistance by phone can only be given to a person designated by
           the client to this end and qualified as such.
7.    In order to determine the extent of RVC B.V.’s obligation to give
       assistance by phone, it is assumed that the client has a reasonably
       to be expected basic knowledge of the Software. If and insofar as
       assistance by phone is necessary because this knowledge is absent,
       RVC B.V. will be entitled to charge the client separately for the
       associated costs.

Clause 17. Protection
1.    The client must take the measures necessary in order to prevent
       third parties obtaining the Software or having a copy of it at their
       disposal or being able to take note of it.
2.    If (a part of) the Software/data becomes available to or comes to
       the notice of third parties due to the actions or omissions of the
       client, the client will forfeit a penalty immediately due and payable
       accruing to RVC B.V. of EUR 50,000--, notwithstanding the right of
       RVC B.V. to claim full compensation.

Clause 18. Delivery
1.    The agreement will include an accurate description of the Software
       and the date on which it is to be provided to the client. If Tailored
       Software is involved, a period will be agreed within which RVC B.V.
       must have completed its development. The development of
       Tailored Software entails RVC B.V’s obligation to perform to the
       best of their abilities.
2.    RVC B.V. will exclusively provide the installation of the Software
       on the Equipment if this has been explicitly agreed. In that case
       RVC B.V. will be entitled to charge the client for the installation costs.
3.    If the installation of the Software by RVC B.V. has been agreed, it
       will take place on Delivery. In that case the client shall ensure that
       the location where and (if the installation is agreed on Equipment
       already present at the client) the Equipment on which the Software
       must be installed, should be ready for it. A check whether it operates
       properly will be carried out at that time by means of a check
       procedure determined by RVC B.V.
4.    RVC B.V. is entitled to set reasonable requirements to the space
       and the circumstances in which the Software operates. The client
       must ensure that these requirements are observed and that no
       change is made in the arrangement without consultation with and
       consent by RVC B.V..
5.    If as a result of a circumstance attributable to the client Delivery and
       - if agreed – installation is not possible on the date agreed to this
       end, this will not lead to the suspension of any payment obligation
       of the client. Any additional costs on the part of RVC B.V. as a result
       of the delay will be at the expense of the client.
6.    As evidence that the Delivery and - if agreed – installation and (only
       in the case of Standard Software) a successful operational inspection
       has taken place, the client will sign a form intended to this end and
       pay the instalment due on Delivery.
7.    The right of use becomes effective after having signed the form
       meant in paragraph 5 and payment of the last instalment due.

Clause 19. Complaints
Complaints about faults in the Software/the operation of the data provision must be reported to RVC B.V. in writing within eight days after Delivery in the absence of which any claim will lapse and the client is deemed to have accepted the Software.

Clause 20. Warranty of Software not developed by RVC. B.V.
With regard to Software not developed by RVC B.V. there is only a right to a warranty insofar as this is granted by the manufacturer or the supplier.

Clause 21. Warranty of Software developed by RVC B.V.
1.    With regard to the Standard Software developed by RVC B.V. after
       the Delivery of the Software a warranty period of twelve months is
       in force during which RVC B.V. warrants the sound operation of it in
       accordance with the specifications of characteristics and functions
       provided by them.
2.    On the basis of this warranty RVC B.V. shall identify and remedy as
       soon as possible and free of charge for the client any defects in the
       Standard Software, which occur in the warranty period and which have
       been notified in writing to them. This will take place such that the
       applications or as the case may be possibilities of application by the
       client will not be reduced after the remedies are performed.
3.    With regard to the Tailored Software developed by RVC B.V. after
       the Delivery of the Software a warranty period of twelve months will
       be in force during which RVC B.V. will do its utmost to remedy as
       soon as possible any defects in the Software occurring in the said
       warranty period and which have been notified to them in writing.
       These activities will be carried out at the usual hourly rate of RVC B.V.
       unless otherwise agreed.
4.    The term defects mean all faults and defects occurring in the Software
       as well as all the deviations identified in it by using the Software and
       comparing it with the specifications provided by RVC B.V. insofar as
       these impede the intended use of the Software.

Clause 22. Exclusion of warranty claims
1.    There is no right to warranty if for instance:
      •   defects are the consequence of the client providing inaccurate or
          incomplete information to RVC B.V.
      •   the client uses the Software supplied by RVC B.V. in a manner or
          for a purpose other than that for which it was (insofar this was
          known to RVC B.V.) intended, supplied or developed
      •   changes are made in the Software supplied by RVC B.V. or if it is
          adapted in any other way by anybody other than RVC B.V.
      •   the client is in default of any payment obligation to RVC B.V.
2.   If it appears from an examination made by RVC B.V. in connection
      with a warranty claim that the cause of any defect does not originate
      in the Software nor is at the expense of RVC B.V. for other reasons,
      the client will reimburse RVC B.V. for the costs incurred by RVC B.V.
      in connection with this examination.

Clause 23. Protection of source codes
The client shall refrain from reconstructing in any way whatsoever the source codes forming the basis of the Software (including algorithms and object codes), and neither shall he engage a third party to this end.

Clause 24. Expiry of right of use
Within one month after the client’s right of use has terminated for any reason whatsoever, the client shall certify to RVC B.V. in a written statement with an authorised signature that the Software and any and all copies of it have been destroyed to the best of his knowledge and ability. In addition, the CD-ROM and the manuals supplied should (if applicable) be returned to RVC B.V. and the Software Key should be removed. If one or more of these Items have not been returned within one month, RVC B.V. will be entitled to charge the associated costs. Also in the event of loss or damage to one or more of these Items during the course of this agreement, costs will be charged for replacement.