Registered with the Chamber of Commerce under number 27199736 and 53017463 respectively

1. Definitions
   1.1 E-mergo: E-mergo B.V. and/or E-mergo BIS B.V.;
   1.2 Client: the natural or legal person who instructs E-mergo to grant licenses and/or provide IT services;
   1.3 Agreement(s): the agreement(s) concluded between E-mergo and the Client;
   1.4 Parties: E-mergo and the Client jointly.
2. Applicability
   2.1 These general terms and conditions apply to all offers, quotations from E-mergo, Agreements, and other obligations between the parties, and remain unchanged except where and to the extent expressly deviated from in writing.
   2.2 If and to the extent E-mergo makes third-party products or services available to the Client or grants access thereto, the (license or sale) terms of those third parties apply to such products or services in the relationship between E-mergo and the Client and prevail over any conflicting provisions in these general terms and conditions, provided the applicability of those third parties' (license or sale) terms has been communicated by E-mergo to the Client and a reasonable opportunity has been given to review those terms.
   2.3 If and to the extent the third-party terms referred to are, for whatever reason, found not to apply in the relationship between the Client and E-mergo, or are declared inapplicable, these general terms and conditions apply in full.
   2.4 Without prejudice to the provisions of Article 2.2, in the event of a conflict between arrangements made between the Parties, what is stipulated in these general terms and conditions applies, unless the Parties have expressly deviated from this in writing and with reference to these general terms and conditions. In the event of a conflict between provisions of these general terms and conditions, the provision stated later applies, unless expressly deviated from.
3. Offers and quotations
   3.1 All offers and/or quotations or price indications are without obligation, and are valid for 30 days after the date, unless otherwise stated in writing.
   3.2 The Client vouches for the accuracy and completeness of the data it has provided to E-mergo, on which the offer and/or quotation or price indication is based.
4. The Agreement
   4.1 The Agreement between the Parties only becomes binding on the Parties once it has been recorded in writing and signed by both Parties.
   4.2 If the Client consists of multiple natural and/or legal persons, each of those persons is jointly and severally liable to E-mergo for performance of the Agreement.
   4.3 If the Client has not confirmed an assignment in writing, but does (tacitly) agree that E-mergo starts performing the assignment, then the content of the offer or quotation, including these general terms and conditions, will be deemed agreed. Further oral agreements are only binding once confirmed in writing by E-mergo.
   4.4 The term of a fixed-term agreement is tacitly renewed each time for the duration of the originally agreed period, unless otherwise stipulated in writing.
   4.5 Unless expressly agreed otherwise in writing, interim termination of the Agreement by the Client is not possible.
   4.6 E-mergo will perform the work and/or services to be provided by it to the best of its insight and ability and in accordance with the requirements of good workmanship, and has therein no more than a "best-efforts obligation".
   4.7 Delivery dates stated by E-mergo are indicative and do not constitute strict deadlines, unless expressly and in writing agreed as a strict deadline.
   4.8 The Client will ensure that E-mergo can properly perform its work, among other things by providing E-mergo timely with all necessary information and other matters and, if necessary, giving it access to the Client's existing ICT systems.
   4.9 The work is carried out in consultation with the Client, and in principle, except for public holidays generally recognized in the Netherlands, on working days from Monday to Friday between 08:00 and 17:30. For work carried out outside these days or hours, the following overtime surcharges apply: (i) Monday to Friday after 17:30 and before 08:00: 25%; (ii) Saturday: 50%; (iii) Sunday and generally recognized public holidays: 100%.
   4.10 Complaints regarding work, services, or invoices must be submitted to E-mergo in writing within 8 days of discovery, failing which the work, services, or invoices are deemed to have been approved.
5. Prices and payment
   5.1 All prices are exclusive of travel and accommodation costs, VAT, and other government-imposed levies.
   5.2 If a price quotation does not expressly and in writing state that it concerns a fixed price, the price quotation is deemed to be a preliminary estimate or budget. The Client cannot derive any rights from a preliminary estimate or budget issued by E-mergo.
   5.3 The Agreement will record when the Client owes payment to E-mergo and which payment term applies. If no payment term is stated, a payment term of 30 days applies.
   5.4 Except in the case of legally valid dissolution of the Agreement by the Client, the Client is not entitled to suspend its payment obligation to E-mergo, nor is it entitled to set off amounts owed, even in the event of complaints or objections about an invoice or work and/or services.
   5.5 Until the Client has paid all amounts owed to E-mergo, E-mergo is entitled to retain the data, documents, software, and/or data or data files received or realized in the context of the Agreement.
   5.6 If, under a continuing performance agreement (for example with ongoing licenses, management, and maintenance), a periodic payment obligation applies to the Client, E-mergo may adjust those prices and rates in writing, observing a term of at least 1 month. If prices and rates are adjusted by more than 5% in one year, the Client is entitled to terminate the Agreement within 30 days of becoming aware of the adjustment, effective from the date the new prices and rates would take effect. Notwithstanding the previous sentence, E-mergo may always pass on price changes from its suppliers to the Client on a one-to-one basis, as well as apply an inflation correction, even if this leads to a (total) price increase of more than 5%. The inflation correction will be applied in accordance with the CBS Services Price Index (DPI).
   5.7 If the Client does not pay the amounts owed to E-mergo on time, it will owe the statutory interest after the first reminder/notice of default. If E-mergo proceeds to (extra)judicial collection, the Client owes E-mergo all costs of (extra)judicial collection. These collection costs amount to at least 15% of the amount owed, with an absolute minimum of €500.
6. Amendment of the Agreement
   6.1 The Client accepts that the timing of the Agreement may be affected if the Parties agree in the interim to expand or change the approach, method, or scope of the Agreement and/or the resulting work or services.
   6.2 If an interim change in the Agreement arises due to the Client, E-mergo will make the necessary adjustments, provided this does not affect the quality to be delivered. If such an adjustment leads to additional work, this will be confirmed to the Client as an additional assignment.
   6.3 If E-mergo has, at the Client's request or with its prior consent, carried out work or other performance that falls outside the content or scope of the agreed work and/or performance, this work or performance will be paid for by the Client according to the agreed rates and, failing that, according to E-mergo's usual rates. E-mergo is not obliged to comply with such a request and may require that a separate written agreement be concluded for it.
7. Confidentiality
   7.1 E-mergo is obliged toward third parties to maintain the confidentiality of all information and data received from the Client, including any personal data as referred to in the GDPR. The Client will be regarded as the controller with respect to personal data. E-mergo will take all reasonable precautions in the context of the Agreement to protect the Client's interests and data.
   7.2 The Client will not share documents or information prepared by E-mergo for it or shared with it with third parties without E-mergo's permission.
   7.3 The confidentiality referred to above does not apply if and to the extent that disclosure of the relevant data to a third party is necessary pursuant to a court ruling, a statutory provision, a lawfully issued order, or for the proper performance of the Agreement.
   7.4 The party receiving confidential data will only use it for the purpose for which it was provided. Data is in any case considered confidential if it has been designated as such by one of the Parties.
   7.5 The Client acknowledges that the software made available by or through E-mergo always has a confidential character and contains trade secrets of the relevant supplier, its subcontractor, or the producer of the software.
8. IP rights
   8.1 All intellectual property rights to the software, websites, data files, databases, equipment, training, test, and examination materials, or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory materials thereof, developed or made available to the Client under the Agreement, rest exclusively with E-mergo, its licensors, or its suppliers, unless expressly stipulated otherwise in the Agreement. The Client only acquires the usage rights explicitly granted under these general terms and conditions, the written Agreement concluded between the Parties, and mandatory statutory law. A right of use granted to the Client is non-exclusive, non-transferable, cannot be pledged, and cannot be sublicensed.
   8.2 If E-mergo is willing to commit to transferring an intellectual property right, such a commitment can only be made explicitly in writing. If the Parties agree in writing that an intellectual property right to software, websites, data files, equipment, know-how, or other works or materials specifically developed for the Client will transfer to the Client, this does not affect E-mergo's right or ability to use and/or exploit, without any restriction, the components, designs, algorithms, documentation, works, protocols, standards, and the like underlying that development, for other purposes, either for itself or for third parties. E-mergo also has the right to use and/or exploit, without any restriction, the general principles, ideas, and programming languages used for or underlying the development of any work, for other purposes, for itself or third parties. Nor does the transfer of an intellectual property right affect E-mergo's right to make, for itself or a third party, developments that are similar to or derived from those made or being made for the Client.
   8.3 The Client will not remove or alter any indications regarding the confidential nature or regarding copyrights, trademarks, trade names, or any other intellectual property right from the software, websites, data files, equipment, or materials.
   8.4 The Client warrants that no third-party rights preclude making equipment, software, website materials, data files, and/or other materials, designs, and/or other works available to E-mergo for the purpose of use, maintenance, modification, installation, or integration, including having the correct licenses. The Client indemnifies E-mergo against any claim by a third party based on the assertion that such making available, use, maintenance, modification, installation, or integration infringes any right of that third party.
   8.5 Unless otherwise agreed or explicitly not permitted by the Client, E-mergo is entitled to use the Client's logo or name in its external communications and on its website.
9. Security and backup
   9.1 Unless expressly agreed otherwise, E-mergo will, as a minimum security standard for the data it manages and its software and ICT infrastructure, apply the ISO 27001 standards. E-mergo does not warrant that the security is effective and adequate under all circumstances.
   9.2 Access or identification codes, certificates, or other security tools provided by or on behalf of E-mergo to the Client are confidential and will be treated as such by the Client and disclosed only to authorized personnel within the Client's own organization. E-mergo is entitled to change assigned access or identification codes and certificates. The Client is responsible for managing authorizations and for issuing and timely revoking access and identification codes.
   9.3 If the security or the testing thereof relates to software, equipment, or infrastructure not supplied by E-mergo itself to the Client, the Client warrants that all necessary licenses or approvals have been obtained to perform the intended services. E-mergo is not liable for damage arising in connection with the performance of these services. The Client indemnifies E-mergo against any legal claim of whatever nature in connection with the performance of these services.
   9.4 E-mergo is entitled to adjust the security measures from time to time, if necessary as a result of changing circumstances.
   9.5 The Client will adequately secure its systems and infrastructure and keep them adequately secured.
   9.6 E-mergo may give instructions to the Client regarding security aimed at preventing or minimizing incidents or the consequences of incidents that could affect security. If the Client does not, or not timely, follow such adjustments from E-mergo or a relevant government body, E-mergo is not liable and the Client indemnifies it for any resulting damage.
   9.7 E-mergo is always permitted to apply technical and organizational measures to protect equipment, data files, websites, software made available, software, or other works to which the Client is given (direct or indirect) access, also in connection with an agreed limitation on the content or duration of the right to use these items. The Client will not remove or convert such technical provisions.
   9.8 E-mergo does not perform backups of data stored on the Client's infrastructure, such as in the case of on-premises installation or installation on third-party cloud environments used by the Client.
   9.9 If the services provided to the Client under the Agreement include making backups of the Client's data stored on infrastructure managed by E-mergo, E-mergo will, observing the periods agreed in writing, and failing that once a week, make a full backup of the Client's data in its possession. In the absence of agreements on the retention period, E-mergo will retain the backup for the period customary at E-mergo. E-mergo will carefully store the backup as a prudent custodian.
   9.10 The Client remains responsible for compliance with all statutory administration and retention obligations applicable to it.
10. Transfer of risk
    The risk of loss, theft, embezzlement, or damage to items, data (including: usernames, codes, and passwords), documents, software, or data files produced by, delivered to, or used by the Client in the context of the performance of the Agreement, transfers to the Client at the moment these come into the actual power of disposal of the Client or an assistant of the Client.
11. Liability
    11.1 Except in cases of intent or gross negligence of managers (or subordinates to be equated therewith) on the part of E-mergo, E-mergo is never liable for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims by customers of the Client, damage related to the use of items and actions, materials, or software of third parties advised or prescribed by E-mergo to the Client, and damage related to the engagement of prescribed third parties.
    11.2 If certain parts of the Agreement are performed by third parties, E-mergo is not liable for these parts or for the actions of these third parties, if and to the extent this does not occur under its direction. In the other case, the provisions of this article also apply in favor of that third party.
    11.3 E-mergo's liability never extends further than to the extent the liability is covered by its insurer.
    11.4 If E-mergo's insurer unexpectedly does not pay out the damage or the damage is not covered, liability is limited to the amount (excluding VAT) that the Client owes E-mergo under the Agreement. If it concerns a continuing performance agreement, liability is limited to the amount (excluding VAT) that the Client owes E-mergo under the Agreement for a period of 6 months preceding the occurrence of the damage. In no case will E-mergo's liability amount to more than EUR 15,000 per year.
    11.5 The foregoing limitations of liability apply regardless of the number of events and also apply as a limitation for warranty claims.
12. Force majeure
    12.1 E-mergo is not liable and cannot be obliged to perform, nor can the Agreement be dissolved, if it cannot fulfill its obligations under the Agreement as a result of force majeure.
    12.2 Force majeure on the part of E-mergo includes, but is not limited to, force majeure of suppliers, improper fulfillment of obligations by suppliers prescribed to E-mergo by the Client, defective items, equipment, software, or materials of third parties whose use has been prescribed to E-mergo by the Client, government measures, power failure, disruption of internet, data network, or telecommunications facilities, (cyber)crime, (cyber)vandalism, war or terrorism, and general transport problems.
    12.3 In the aforementioned or similar cases, E-mergo is entitled, entirely at its own discretion, to terminate or suspend the Agreement, or to amend it, until the extraordinary circumstances have ceased to exist, whereby the Client is obliged to pay for the performance delivered up to the effective date of termination and the costs incurred by E-mergo up to that point.
13. Interim termination and dissolution
    13.1 If the Client fails to fulfill its obligations under the Agreement, despite notice of default where required, E-mergo is entitled to dissolve the Agreement with immediate effect and to deny the Client access to the service or software, without being liable for damages as a result.
    13.2 Both Parties have the right to terminate the Agreement in writing with immediate effect if the other party files for bankruptcy or is declared bankrupt, or if a suspension of payments is requested or granted for it.
    13.3 If the Client proceeds to early termination through legally valid notice, E-mergo is entitled to the following compensation: (i) for consultancy assignments, an amount equal to 50% of the consultancy hours already commissioned but not used, and (ii) for licenses and management assignments, an amount equal to 75% of what the Client would have owed E-mergo up to the original end date.
    13.4 E-mergo is entitled to terminate the Agreement if it is of the opinion that performance of the Agreement cannot take place in accordance with the arrangements made due to circumstances on the part of the Client. E-mergo is then entitled to compensation in accordance with the provisions of the previous paragraph.
    13.5 Upon interim termination, E-mergo retains the right to payment of invoices for work performed and services rendered up to that point.
    13.6 In the event of dissolution, performance already delivered by E-mergo is not subject to undoing. Any outstanding payment obligations of the Client become immediately due and payable upon dissolution or termination.
14. Other
    14.1 This Agreement is governed exclusively by Dutch law.
    14.2 All disputes that may arise from the performance of this Agreement or of further agreements resulting from it will be settled in accordance with the Arbitration Rules of the Stichting Geschillenoplossing Automatisering (Dutch ICT Dispute Resolution Foundation), without prejudice to the right to request a provision in (arbitration) summary proceedings and without prejudice to the Parties' right to take precautionary measures.
    14.3 E-mergo reserves the right to unilaterally amend or supplement these general terms and conditions. Any amendments or supplements will be communicated by E-mergo to the Client at least 3 months before they take effect.
15. Additional terms for consultancy and training
    15.1 E-mergo will perform the advisory and consultancy services entirely independently, at its own discretion, and not under the supervision and direction of the Client.
    15.2 E-mergo's services are provided exclusively on E-mergo's usual working days and hours.
    15.3 If the Client cancels an appointment with E-mergo, the Client owes E-mergo a fee in accordance with the fees recorded in the Agreement. If nothing has been recorded about this in the Agreement, the following applies: in case of cancellation less than 5 working days before the relevant appointment, the Client owes E-mergo 50% of the agreed price. In case of cancellation within 2 working days before the appointment, the Client owes E-mergo the full price.
    15.4 If E-mergo uses its own equipment or software when performing its work, E-mergo does not warrant that this equipment or software is error-free or functions without interruptions. If E-mergo performs its work at the Client's location, the Client must ensure a suitable space is available with working equipment and software. If the facilities at the Client do not prove adequate and the quality of E-mergo's work cannot be guaranteed as a result, E-mergo is entitled, at the Client's expense, not to start, to shorten, or to discontinue its work.
    15.5 E-mergo is free to determine which employees it deploys for the performance of the Agreement with the Client and may always make a change in this during the performance of the Agreement.
    15.6 The Client may not, during the performance of the Agreement and within one year after termination of the Agreement, hire employees of E-mergo, other than in prior consultation with E-mergo, on pain of an immediately payable penalty equal to the gross annual salary most recently earned by the employee concerned at E-mergo.
16. Additional terms for software use, management, and maintenance
    16.1 E-mergo makes the agreed software available to the Client for use on the basis of a usage license during the term of the Agreement. The right to use the software is non-exclusive, non-transferable, cannot be pledged, and cannot be sublicensed.
    16.2 E-mergo will, at its discretion, deliver the software on the agreed data carrier format or, in the absence of agreements on this, on a data carrier format determined by E-mergo, or make the software available online to the Client for delivery. Any agreed user documentation will be provided at E-mergo's discretion in paper or digital form, in a language determined by E-mergo.
    16.3 E-mergo will install, set up, and parameterize the software at the Client's premises, tune it, convert and upload any data if necessary, and, if necessary, have the equipment and usage environment used adjusted.
    16.4 E-mergo or its suppliers may make changes to the content or scope of its software. If such changes are substantial and result in a change to the Client's applicable procedures, E-mergo will inform the Client of this as soon as possible. E-mergo is not liable for costs incurred by the Client resulting from these changes.
    16.5 E-mergo may temporarily take the software out of service, in whole or in part, for preventive, corrective, or adaptive maintenance or other forms of service. E-mergo will not let the downtime last longer than necessary and will, where possible, schedule it at times when the software is generally used least intensively.
    16.6 In the absence of further agreements on this, the Client will itself further set up, configure, parameterize, and tune the software, convert and upload any data, and, if necessary, adjust the equipment and usage environment used.
    16.7 E-mergo does not warrant that the software made available is error-free and functions without interruptions.
    16.8 E-mergo will make every effort to resolve disruptions in the software within a reasonable period, on the condition that the relevant disruption has been reported to E-mergo in writing with a detailed description by the Client.
    16.9 E-mergo will also make every effort to repair errors in the underlying software, to the extent it concerns underlying software developed by E-mergo itself and the relevant errors have been reported to E-mergo in writing with a detailed description by the Client. In such cases, E-mergo may postpone the correction of errors until a new version of the underlying software is put into use.
    16.10 E-mergo does not warrant that errors in software not developed by E-mergo itself will be resolved. E-mergo is entitled to apply temporary solutions or workarounds or problem-avoiding limitations in the software.
    16.11 A warranty period of 3 months after delivery applies to software that E-mergo has developed for the Client on the basis of a fixed price. Defects that appear during this warranty period will be repaired free of charge by E-mergo. For defects that appear after the warranty period has expired, E-mergo is not obliged to repair them and may charge the Client for the cost of repair according to its usual rates. E-mergo gives no warranty on software it has developed for or with the Client other than on a fixed-price basis. If (a part of) that software shows defects, E-mergo is not obliged to repair them and may charge the Client for the cost of repair according to its usual rates. E-mergo is never obliged to repair imperfections other than those referred to in this article. If E-mergo is willing to carry out repair activities for such other imperfections, E-mergo is entitled to charge a separate fee for this.
    16.12 If E-mergo's services under the Agreement include providing support to users and/or administrators of the software, E-mergo will advise online, by telephone, or by e-mail on the use and functioning of the software referred to in the Agreement. The Client will describe support requests as completely and in as much detail as possible, so that E-mergo is able to respond adequately. E-mergo may set conditions regarding the manner of reporting, qualifications, and the number of persons eligible for support. E-mergo will process properly substantiated requests for support within a reasonable period according to its usual procedures. E-mergo does not guarantee the accuracy, completeness, or timeliness of responses or support provided. Unless expressly agreed otherwise in writing, support is provided on working days during E-mergo's usual opening hours.
17. Additional terms for hosting or cloud services
    17.1 If the Agreement (also) serves to provide hosting or cloud services, E-mergo will make every effort to deliver those services in accordance with the Agreement as soon as possible.
    17.2 E-mergo will, if necessary for the management or use of the service, make an account available to the Client. The account will be accessible by entering the login details provided by E-mergo. The Client is responsible for the use of the accounts and any subaccounts granted under them, to the extent permitted. If the Client suspects or reasonably ought to suspect or know that misuse of a (sub)account is taking place, the Client is obliged to report this to E-mergo as soon as possible so that it can take measures.
    17.3 The Client is not permitted to have the service used by third parties, unless expressly permitted in writing by E-mergo.
    17.4 Except if and to the extent management has been expressly commissioned to E-mergo, the Client is responsible for management. The Client is always itself responsible for checking the settings, the use of the service, and the way in which the results of the service are deployed. In the absence of explicit agreements on this, the Client will itself install, set up, parameterize, and tune the (auxiliary) software and, if necessary, have the equipment, other software, and usage environment used adjusted, and bring about the interoperability desired by the Client. Unless expressly agreed otherwise in writing, E-mergo is not obliged to perform data conversion.
    17.5 Only if this has been expressly agreed in writing does the Agreement also cover the provision of security, backup, standby, and recovery services.
    17.6 E-mergo will make every effort to keep the service available as much as possible but does not guarantee uninterrupted availability.
    17.7 E-mergo will make every effort to keep the service as up to date as possible and to adjust it to improve functionality and repair errors. To the extent E-mergo is dependent on its suppliers for this, E-mergo cannot guarantee for them.
    17.8 E-mergo may temporarily take the service out of service, in whole or in part, for preventive, corrective, or adaptive maintenance. E-mergo will not let the downtime last longer than necessary, will, where possible, schedule it outside office hours, and will, depending on the circumstances, start it after consultation with the Client.

Questions and feedback

If you have questions about our general terms and conditions, you can contact us:

E-mergo
Elektronicaweg 16a
2628 XG
Delft, the Netherlands

Email: marketing@e-mergo.nl
Or call: +31 85 016 04 11