This English version is a translation of the Dutch "Algemene Voorwaarden". In the event of any discrepancy between the two, the Dutch version will prevail.
A. General Provisions
C. Software rental, use and maintenance
D. Sale of equipment and/or other items
E. Use of telephony services and phonenumbers
F. Use of domains
G. Acceptable Use Policy
Appendix A: Domain names
Appendix B: Indemnification for Registry Operators
1. Offer, Applicability and Agreement
1.1 These General Terms and Conditions shall apply to all offers, legal relationships and Agreements under which Mezzami B.V., using the tradenames VOIPcomplete and VOIPbeheer, hereafter called the "Supplier", provides goods and/or services of whatever nature to the Customer. Deviations from and additions to these General Terms and Conditions shall only be valid if they have been expressly agreed in writing. 1.2 All offers and other statements by the Supplier shall be without obligation, unless the Supplier expressly indicates otherwise in writing. The application of the Customer's purchasing or other terms and conditions is expressly rejected. 1.3 The Customer warrants the accuracy and completeness of the measurements, requirements, performance specifications and other data on which the Supplier bases its offer and which have been stated by or on behalf of the Customer to the Supplier. 1.4 Under no circumstances the Supplier will be obliged to subsequent delivery. 1.5 An agreement is achieved by means of electronic communication on the moment that an orderconfirmation is handed over to the Customer by e-mail or webpage after the Customer has filled in and submitted all necessary data on the website of the Supplier. The Supplier has the right to revoke an agreement without statement of motive or to continue the agreement solely on the condition that the Customer pays in advance. In the latter case Supplier shall give notice within ten days after receiving the order.
2.1 All prices shall be exclusive of turnover tax (VAT) and other levies imposed by the government. All stated prices apply to delivery ex-works. Possible installation or assembling costs and other costs in connection with delivering are not included in the price. 2.2 If the Customer must make regular payments, the Supplier shall be entitled to adjust the applicable prices and rates by providing written notice at least one month in advance. 2.3 If the Customer does not wish to agree to an adjustment by more than 25% as mentioned in article 2.2, the Customer shall, within seven days after the notice, be entitled to terminate the Agreement before the date on which the adjustment would have become effective.
3. Delivery periods
3.1 All delivery and other periods stated or agreed by the Supplier have, to the best of its knowledge, been determined based on data known to the Supplier when it entered into the Agreement, and will be observed as much as possible, but are never binding. Accidental exceeding of a mentioned term (of delivery) shall not cause the Supplier to be in default. When any term is exceeded, the Supplier and Customer shall consult together as soon as possible. The supplier is entitled to fulfil the agreement in partial deliveries. 3.2 Without being relieved from any obligation, the Supplier is entitled to fulfil one or more obligations at all times and without any prior notice by an affiliate company or subcontractor.
4.1 Unless the Supplier expressly indicates otherwise in writing, all invoices will be paid by the Customer in advance, or before a new billingperiod starts in accordance with the payment conditions stated on the (pro-forma) invoice or order confirmation or by purchasing from the Supplier one or more credits with a total amount greater than the total invoice amount. When the Supplier indicated that the invoice can be paid afterwards, the Customer shall pay within fifteen days after the invoice date in the absence of a specific provision. The Customer shall not be entitled to set off or to suspend a payment. 4.2 After the invoice due date the Customer shall legally be considered in default without any written demand or notice of default being necessary. In that case the Customer shall owe legal interest on the outstanding amount. If the Customer still does not pay the claim after a written demand or notice of default, the Supplier can cease their services and can pass on the claim for collection, in which case the Customer shall, in addition to the total amount owed then, be obliged to pay for all in-court and out-of-court expenses, including expenses charged by external experts in addition to the costs determined at law. The Supplier is entitled to charge 15% of the total amount for all in-court and out-of-court expenses with a minimum amount of 250 Euro (two hundred and fifty Euro).
5. Retention of title and rights, specification and possessory lien
5.1 All objects delivered to the Customer shall remain the Supplier's property until all amounts owed by the Customer for the objects delivered or to be delivered or work performed or to be performed under the Agreement, as well as all other amounts which the Customer owes due to a breach of its payment obligation, have been paid fully to the Supplier. A Customer acting as a reseller may sell and re-deliver all items subject to the Supplier's retention of title insofar as that is common in connection with its normal business operations. If the Customer creates a new object wholly or partly from the objects delivered by the Supplier, the Customer shall create that object solely for the Supplier and the Customer shall hold the newly created object for the Supplier until the Customer has paid all amounts owed under the Agreement; in that event, the Supplier shall possess all rights as the owner of the newly created object until the time the Customer makes full payment. 5.2 As the occasion arises, rights shall always be granted or transferred to the Customer on the condition that the Customer pays the agreed fees fully and in a timely manner.
The risk of loss or theft of or damage to objects, products, software or data which are the subject of the Agreement shall pass to the Customer at the time they have been placed at the actual disposal of the Customer or an assistant used by the Customer.
7. The Supplier's liability
7.1 The Supplier's total liability for imputably failing to perform the Agreement shall be limited to compensating direct damage, up to at most the amount of the price (exclusive of VAT) stipulated for that Agreement. If the Agreement is primarily a continuing performance agreement with a term exceeding one year, the price stipulated for the Agreement shall be set at the total of the fees (exclusive of VAT) stipulated for one year. The total compensation for direct damage shall not, however, in any case exceed EUR 10,000 (ten thousand euros). "Direct damage" shall solely mean: (i) reasonable expenses which the Customer would have to incur to make the Supplier's performance conform to the Agreement; this alternative damage shall not be compensated, however, if the Agreement is rescinded by or at the suit of the Customer or if the Supplier has been able to fix, replace or redo the delivery or performance which were defective, not being a result of a cause held accountable by the Customer; (ii) reasonable expenses which the Customer has incurred out of necessity to keep its old system or systems and related faculties operating longer because the Supplier did not provide delivery on a firm delivery date which was binding for it, minus any savings resulting from the delay in delivery; (iii) reasonable expenses incurred to determine the cause and scope of the damage, insofar as the determination relates to direct damage within the meaning of these Terms and Conditions; (iv) reasonable expenses incurred to prevent or mitigate damage, insofar as the Customer demonstrates that these expenses resulted in mitigation of direct damage within the meaning of these Terms and Conditions. 7.2 The Supplier's liability for injury or damage through death or bodily injury or because of material damage to objects shall never exceed EUR 1,250,000 (one million two hundred and fifty thousand euros) per occurence, with a series of coherent occurences being seen as one occurence. 7.3 The Supplier's liability for consequential damage, consequential loss, lost profits, lost savings, loss of goodwill, damage through business interruptions, damage ensuing from claims by the Customer's customers, mutilation or loss of data, not available backup files, damage relating to the use of objects, materials or software of third parties prescribed by the Customer for the Supplier, damage because of governmental decree, damage relating to engagement of suppliers prescribed by the Customer for the Supplier shall be excluded. 7.4 The Supplier's liability because of an imputable failure to perform an Agreement shall in all cases only arise if the Customer immediately and properly provides a written notice of default to the Supplier, with a reasonable time period for remedying the failure being given and the Supplier still imputably failing to perform its obligations after that period as well. The notice of default must contain a description of the breach which is as complete and specific as possible, so that the Supplier can respond adequately. 7.5 For any right to damages to exist, the Customer must always report the damage or injury to the Supplier in writing as soon as possible after it occurs. Any claim to damages against the Supplier shall be extinguished by the mere lapse of 24 months after the claim arises. 7.6 The Customer shall indemnify the Supplier against all third-party claims which shall be held accountable for the Customer because of this Article if that concerning third-party would claim damages from the Customer. 7.7 The provisions in this Article shall also apply for the benefit of all legal and natural persons utilised by the Supplier in executing the Agreement.
8. Intellectual property rights
8.1 All intellectual and industrial property rights to software, websites, databases, equipment or other materials developed or provided under the Agreement, such as analyses, designs, documentation, reports, offers, as well as preparatory materials in that regard, shall be held solely by the Supplier, its licensors or its suppliers. The Customer shall only acquire the rights of use expressly granted in these Terms and Conditions and by law. Customer shall not multiply software or other materials. 8.2 The Customer acknowledges that the items provided to it, software and other material are confidential in nature and that they include trade secrets of the Supplier or its licensors. The Customer commits itself to secrecy concerning these items, software and materials, non-disclosure to or usage by third-parties and solely uses it for the purpose it is provided to. Third-parties also include all employees of the Customer who not necessarily need to use the items, software and/or other materials. Customer shall also enjoin secrecy upon all persons working in the organisation of the Customer who need to use the items, software and/or other materials. 8.3 The Customer shall not be allowed to remove or modify any designation concerning the confidential nature or concerning copyrights, trademarks, business names or other intellectual or industrial property rights from the software, websites, databases, equipment or materials. 8.4 The Supplier shall be allowed to take technical measures to protect the software or with a view to agreed restrictions in the duration of the right to use the software. The Customer shall not be allowed to remove or evade such a technical measure. 8.5 If the Customer develops software, has a third-party developing software for him or has the intention to do so, and needs information to accomplish interoperability with the software provisioned by the Supplier, then the Customer shall request the Supplier detailed in writing for the necessary information. The Supplier shall reply within a reasonable term if, and if so, under which (financial) conditions the Customer shall receive the desired information. 8.6 Subject to the other provisions of these General Terms and Conditions, the Customer shall be entitled to correct errors in software provided to it if that is necessary for the intended use of the software. In these General Terms and Conditions, "errors" shall mean a substantial failure to meet the functional or technical specifications stated in writing by the Supplier and, in the case of custom-made software and websites, the functional or technical specifications expressly agreed between the Parties in writing. An error shall only exist if the Customer can prove it and if it can be reproduced. The Customer shall be obliged to notify the Supplier of errors immediately. 8.7 The Supplier shall indemnify the Customer against any third-party cause of action based on the claim that software, websites, databases, equipment or other materials developed by the Supplier itself infringe an intellectual or industrial property right applicable in The Netherlands, on the condition that the Customer immediately informs the Supplier in writing about the existence and substance of the cause of action and lets the Supplier handle the matter completely, including with respect to agreeing to any settlements. To that end, the Customer shall provide the necessary powers of attorney, information and cooperation to the Supplier to defend - if necessary, in the Customer's name - against these causes of action. This indemnification obligation shall be extinguished if the alleged infringement relates to changes the Customer has made or caused third parties to make to the software, website, databases, equipment or other materials. If it has been established in court as an incontrovertible fact that the software, websites, databases, equipment or other materials developed by the Supplier itself infringe any intellectual or industrial property right held by a third party or if, in the Supplier's judgment, it is likely that such infringement will occur, the Supplier shall, if possible, ensure that the Customer can continue to have undisturbed use of the delivered objects, or functionally equivalent other software, websites, equipment or the other materials concerned, for example, by modifying the infringing parts or by acquiring a right of use for the Customer. If, in its exclusive judgment, the Supplier cannot ensure or cannot ensure except in a manner that is unreasonably burdensome (financially or otherwise) for it that the Customer can continue to have undisturbed use of the delivered objects, the Supplier shall take back the delivered objects, with crediting of the acquisition costs minus a reasonable user's fee. Any other or more extensive liability or indemnification obligation on the Supplier's part due to the infringement of a third party's intellectual or industrial property rights shall be completely excluded, including liability and indemnification obligations on the Supplier's part for infringements caused by using the software, websites, databases, equipment and/or materials delivered (i) in any form not modified by the Supplier, (ii) in connection with objects or software not delivered or furnished by the Supplier or (iii) in another manner besides that for which the equipment, software, websites, databases and/or other materials were developed or intended. 8.8 The Customer warrants that there are no third-party rights which are inconsistent with providing the Supplier with equipment, software, materials intended for websites (visual material, text, music, domain names, logos etc.), databases, or other materials, including draft material, intended for use, adaptation, installation or incorporation (for example, in a website). The Customer shall indemnify the Supplier against any action based on the claim that such provision, use, adaptation, installation or incorporation infringes a third-party right.
9. Force Majeure
A Party shall not be obliged to perform any obligation if it is prevented from doing so by a situation of force majeure. "Force majeure" shall also include illness or absence of crucial employees, a situation of force majeure for the Supplier's suppliers, improper performance of obligations by suppliers prescribed by the Customer for the Supplier, as well as defects in objects, materials or software of third parties which the Customer has required the Supplier to use, governmental decrees, fire, strike, riot, environmental disaster, flooding and molest. If a situation of force majeure lasts for more than 15 days, the Parties shall be entitled to terminate the Agreement by rescinding it in writing. What has already been performed pursuant to the Agreement shall in that case be settled proportionately, without the Parties otherwise owing each other anything.
10. Cooperation by the Customer
10.1 The Customer shall always furnish the Supplier in a timely manner with all data or information which is useful and necessary to execute the Agreement properly and provide full cooperation. The Customer shall bear the risk of selecting, using and applying in its organisation the equipment, software, websites, databases and other products and materials and the services to be provided by the Supplier. 10.2 In the event that employees of the Supplier perform work on-site at the Customer's, the Customer shall provide the facilities reasonably desired by those employees free of charge, such as a working space with computer and telecommunications facilities. The Customer shall indemnify the Supplier against claims by third parties, including the Supplier's employees, who, in executing the Agreement, suffer injury which is the result of acts or omissions by the Customer or of unsafe situations in its organisation.
11.1 Articles 11.2 and 11.3 undiminished, the Customer is allowed to resell services and products of the Supplier to third-parties and to refer to the Supplier in marketing- and informationmaterial concerning these services and products. 11.2 Within the scope of reselling to third-parties the Customer is not allowed to (try to) sell the services and products to other Customers of the Supplier or to pretend to trade in behalf of or pretending to be trading as the Supplier, unless the Supplier preliminary indicates otherwise in writing. 11.3 The Customer shall indemnify the Supplier against all loss, damage, costs and expenses, resulting from or being connected with claims and liabilities from third-parties in regard to or directly or indirectly resulting from the reselling of services and products by the Customer. 11.4 The Customer shall make sure that each third-party, to which the Customer resells services or products of the Supplier, shall meet all obligations that can be considered suitable in these Terms and Conditions. 11.5 The Customer is entitled to offer the services and products of the Supplier under its own trademark and/or tradename.
12. Confidential information and taking over employees
12.1 Each of the Parties warrants that during and after the end of the Agreement all of the information received by the Other Party which is known to be or should be known to be confidential in nature shall remain secret, unless a legal obligation mandates disclosure of that information. Information shall in any event be considered confidential if it is designated by either of the Parties as such, can reasonably considered as being confidential or if it relates to design-, fabrication- and/or constructionmethods used by the Supplier. 12.2 During the term of the Agreement and for one year after it is terminated, each of the Parties shall not, unless after proper consultation has taken place with the other Party, take on employees of the Other Party who are or were involved in executing the Agreement or otherwise have these employees work for it, directly or indirectly.
13. Termination of the Agreement
13.1 Each of the Parties shall only be entitled to rescind the Agreement if the Other Party imputably fails to perform material obligations under the Agreement - in all cases, after having received a proper written notice of default which is as detailed as possible and in which it has been given a reasonable time period to remedy the breach. 13.2 If an agreement which, by its nature and substance, will not end when certain conditions, acts or the like are fulfilled, has been entered into for an indefinite period of time, each of the Parties may terminate the Agreement by written notice after proper consultation and with a statement of reasons. If the Parties have not agreed on an express notice period, a reasonable notice period must be observed in terminating the Agreement. The Parties shall never be liable for damages for terminating the Agreement. 13.3 In deviation from what has been provided for by statute in this regard through directory law, the Customer may only terminate a services agreement in the cases stated in these Terms and Conditions. 13.4 The Supplier may partly or completely terminate the Agreement in writing with immediate effect and without a notice of default or judicial intervention if the Customer has neglected to pay accoring to Article 4.2. The Supplier shall never be obliged on account of this termination to refund funds already received or to pay damages. 13.5 The Supplier may partly or completely terminate the Agreement in writing with immediate effect and without a notice of default or judicial intervention if the Customer is granted a provisional or non-provisional suspension of payments, if a petition for liquidation is filed with regard to the Customer or if the Customer's business is wound up or terminated for other reasons besides a business reconstruction or merger. The Supplier shall never be obliged on account of this termination to refund funds already received or to pay damages. 13.6 If, at the time of the rescission referred to in Article 13.1, the Customer has already received performance in connection with execution of the Agreement, this performance and the related payment obligation shall not be cancelled, unless the Customer proves that the Supplier is in default with regard to that performance. Amounts which the Supplier has invoiced before the rescission in connection with what it has already properly performed or delivered to execute the Agreement shall, subject to the provisions in the preceding sentence, continue to be owed in full and shall be immediately payable at the time of rescission.
14. Applicable law
Dutch law shall govern the Agreements between the Supplier and the Customer. The Vienna Sales Convention of 1980 shall not apply. In the case of nullity of one or more provisions from a valid legal relationships between the Supplier and the Customer, both parties shall go into consultation to agree about the replacement of the nulled provisions, observing as much as possible the purpose and tendency of the nulled provisions.
Disputes arising between the Supplier and the Customer in connection with an Agreement concluded between the Supplier and the Customer or in connection with further agreements which arise under this shall be settled through arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes in The Hague, but not after the minitrial-procedure (= not-binding adviceprocedure) in accordance with the mini-trial regulation of the Foundation for the Settlement of Automation Disputes has been followed.
The provisions set forth in this Chapter "Services" shall apply if the Supplier provides services. These provisions shall not affect the provisions included in these General Terms and Conditions concerning specific services, such as "Rental, usage and maintenance of software".
16.1 The Supplier shall, to the best of its ability, do its utmost to perform the services with due care and, where appropriate, in accordance with the agreements and procedures recorded in writing with the Customer. If it has been agreed that the services shall be provided in stages, the Supplier shall be entitled to postpone the start of the services which are part of a stage until the Customer has approved the results of the preceding stage in writing. 16.2 In performing the services, the Supplier shall only be obliged to follow timely and sensible instructions of the Customer if this has been expressly agreed in writing. The Supplier shall not be required to follow instructions which change or supplement the substance or scope of the agreed services. 16.3 If a services agreement has been entered into with a view to performance by a particular person, the Supplier shall always be entitled to replace this person after consultation with the Customer with one or more other persons with the same qualifications. 16.4 The provision in Article 7:408 subsection 1 of the Civil Lawbook is always excluded.
17. Modifications and additional work
17.1 If, at the request of or with prior consent from the Customer, the Supplier has performed work or rendered other performance which goes beyond the substance or scope of the agreed services, the Customer shall pay for that work or performance according to the Supplier's usual rates. The Supplier shall never be obliged to satisfy such a request, and it may require that a separate written agreement be concluded. The Customer accepts that work or performance may affect the agreed or expected time of completion of the services and the mutual responsibilities of the Customer and Supplier. Expanding or modifying a system analysis, a design or specifications shall also constitute additional work. 17.2 The fact that additional work (or the demand for it) arises during execution of the Agreement shall never be a ground for the Customer to rescind or terminate the Agreement. 17.3 Insofar as a set price has been agreed for the services, the Supplier shall, upon request, inform the Customer in writing in advance about the financial consequences of the extra work or performance.
SOFTWARE RENTAL, USE AND MAINTENANCE
In addition to the General Provisions in these General Terms and Conditions, the provisions set forth in this Chapter "Software Use and Maintenance" shall apply to all software provided by the Supplier. The rights and obligations referred to in this Chapter shall pertain solely to computer software in a form which is readable for a data processing machine and recorded on material which is readable for such a machine, as well as to related documentation, all of this including any new versions to be furnished by the Supplier. Where this Chapter mentions "software", this shall also refer to websites.
18. Duration of the Agreement
In the case of an agreement where the Customer uses hardware and/or software provisioned by the Supplier remotely and by electronic means of communication, the Supplier is letting to the Customer this hardware and/or software for the initial term mentioned in the agreement. If the Supplier or Customer wants to end the agreement before the end of this term, there is the obligation to cancel the agreement on written notice or through a cancellation request on the website by using a term of notice of 15 days before the last day of the agreed initial term. If the cancellation is not done this way, the agreement shall be prolongated with a term which is the same as the agreed initial term at the same price and other conditions as was first agreed upon. This will also be valid for all other prolongations, the renewed terms.
19. Right of use
19.1 The Supplier shall grant the Customer the non-exclusive right to use the software. The Customer shall always strictly comply with the use restrictions agreed between the Parties. In case the agreed software is delivered as an unseparable part of a package that also contains other non-agreed software, the Customer's right of use shall explicitly not include the non-agreed software. 19.2 All consequences of the usage by the Customer of software provided to it are for the Customer's account and risk.
20. Delivery and acceptance
20.1 The Supplier shall deliver the software to the Customer on the agreed type and format of data carriers. 20.2 The Customer shall accept the software in the condition in which it is at the time of delivery, hence, with all apparent and non-apparent errors and other defects, without prejudice to the Supplier's obligations under the guarantee of Article 21.
21.1 The Supplier shall do its utmost to fix errors in the software if they have been reported in writing and in detail to the Supplier. The Supplier does not warrant that the software shall operate without interruption, errors or other defects or that all errors and other defects shall be corrected. Repairs shall be performed free of charge, unless the software has been developed at the Customer's instruction other than for a set price, in which case the Supplier shall charge the repair costs according to its usual rates. The Supplier may charge the repair costs according to its usual rates if there have been operating errors or improper use on the Customer's part or other causes not imputable to the Supplier. The guarantee shall not include fixing mutilated or lost data. The guarantee obligation shall be extinguished if the Customer makes changes or has changes made to the software without the Supplier's written permission. 21.2 Errors shall be fixed at a location to be determined by the Supplier. The Supplier shall be entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the software.
22.1 If a maintenance agreement has been concluded for the software or if the user's fee for the software includes maintenance, the Customer shall provide detailed notice to the Supplier of the errors observed in the software in accordance with the Supplier's usual procedures. After receiving the notice, the Supplier shall, to the best of its ability, do its utmost to fix errors and/or to make improvements in later, new versions of the software. Depending on the urgency, the results shall be provided to the Customer in the manner and within the time period to be determined by the Supplier. The Supplier shall be entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the software. All work shall be done during normal working hours. 22.2 The Supplier does not warrant that the software shall operate without interruption, errors or other defects or that all errors or other defects shall be corrected. 22.3 The Supplier may charge the repair costs according to its usual rates if there have been operating errors or improper use on the Customer's part or other causes not imputable to the Supplier or if the software has been modified by others besides the Supplier. Maintenance shall not include fixing mutilated or lost data. 22.4 If a maintenance agreement has been concluded or if the user's fee for the software includes maintenance, the Supplier shall provide improved versions of the software to the Customer in a term decided by the Supplier. In providing a version with new options and functions, the Supplier may require the Customer to enter into a new agreement with the Supplier and to pay a new fee for this version being made available. 22.5 If the Customer does not enter into a maintenance agreement with the Supplier at the same time that the agreement to provide the software is concluded, the Supplier cannot be required to enter into a maintenance agreement at a later time.
23. Software from the Supplier's supplier
If and insofar as the Supplier provides software from third parties to the Customer, those third parties' terms and conditions shall replace the provisions in these Terms and Conditions and shall apply with regard to that software, provided that the Supplier notifies the Customer in writing. The Customer shall accept the aforementioned third-party terms and conditions. These terms and conditions shall be available for the Customer's inspection at the Supplier's and the Supplier shall send these terms and conditions to the Customer at its request. If and insofar as the aforementioned third-party terms and conditions are deemed or declared inapplicable to the relationship between the Customer and the Supplier for whatever reason, the provisions in these General Terms and Conditions shall fully apply.
SALE OF EQUIPMENT AND/OR OTHER ITEMS
In addition to the General Provisions in these General Terms and Conditions, the provisions set forth in this Chapter "Sale of Equipment" shall apply if the Supplier sells equipment to the Customer. Equipment and other items will be mentioned as being "products" in this Chapter, unless the term "equipment' is used explicitly, meaning computer- and telecommunication equipment, as well as computer- and telecommunication parts, -peripheral equipment and -accessories. The term "products" explicitly not includes software in applying these terms.
24.1 The Supplier shall deliver the equipment sold to the Customer or have this delivered at a physical location to be designated by the Customer 24.2 The Supplier shall package the equipment in accordance with the usual standards it applies. If the Customer desires a specific manner of packaging, it shall bear the related additional costs. The Customer shall handle the packaging released with the products delivered by the Supplier in a manner that is consistent with the applicable government regulations. The Customer shall indemnify the Supplier against third-party claims based on non-compliance with such regulations.
25. Return sendings
25.1 Without the Supplier's written permission the Supplier is not obliged to accept return sendings. Accepting return sendings does not mean acknowledgement by the Supplier of the cause given by Customer for return sending. The risk of return sent items stays at the Customer until the items are credited by the Supplier. 25.2 The Supplier shall be entitled to subtract 10% of the price of return sent items while crediting the return sent items, with a minimum of 50 Euro (fifty Euro).
26.1 The Supplier shall do its utmost to fix, to the best of its ability, any defective material and manufacturing defects in the equipment, as well as in parts delivered by the Supplier in connection with the guarantee or maintenance within a reasonable time period and free of charge, if these have been reported, with a detailed description, to the Supplier within three months after delivery. All parts replaced shall be the property of the Supplier. 26.2 The guarantee obligation shall be extinguished if the defective material or manufacturing defects result in whole or in part from: a) incorrect, careless or incompetent use or not following manual or maintenance prescriptions; b) usage in other means than normal; c) external causes such as fire or water damage; d) if without the Supplier's permission, the Customer makes changes or causes changes to be made to the equipment or to the parts delivered by the Supplier in connection with the guarantee or maintenance; e) usual wear and tear. 26.3 The garantee mentioned in the first subsection shall be extinguished fully if the Customer does not, not in time or not properly meets its obligations towards the Supplier or if the Customer repairs the product by itself or by a third party. 26.4 The Supplier shall charge work and repair costs falling outside the scope of this guarantee in accordance with its usual rates.
Undiminished what is stated in these terms concerning liability, the Supplier will not be liable for damaged or lost data because of usage of the equipment.
28. The equipment of the Supplier's supplier
If and insofar as the Supplier provides equipment from third parties to the Customer, those third parties' terms and conditions shall replace the deviating provisions in these Terms and Conditions and shall apply with regard to that equipment, provided that the Supplier notifies the Customer in writing. The Customer shall accept the aforementioned third-party terms and conditions. These terms and conditions shall be available for the Customer's inspection at the Supplier's and the Supplier shall send these terms and conditions free of charge to the Customer at its request. If and insofar as the aforementioned third-party terms and conditions are deemed or declared inapplicable to the relationship between the Customer and the Supplier for whatever reason, the provisions in these General Terms and Conditions shall fully apply.
USE OF TELEPHONY SERVICES AND PHONENUMBERS
The provisions set forth in this Chapter "Use of Telephony services and Phonenumbers" shall apply if the Supplier provides telephony services and phonenumbers. These provisions shall not affect the provisions included in these General Terms and Conditions.
29.Prepay SIP trunk connection
29.1 The Supplier can provide the Customer a so-called Prepay SIP Trunk connection, which makes it possible for the Customer to call to the PSTN and mobile network. The Supplier defines a Prepay SIP trunk connection as a connection, not being a subscription, for which the indebted fees are settled by crediting the Prepay Balance. A Prepay Balance is the payment in advance for crediting that the Customer can use for a Prepay SIP trunk service. 29.2 The Supplier makes it possible for the Customer using a Prepay SIP trunk connection to credit the Prepay Balance through its website. 29.3 The Supplier shall credit the relevant Prepay Balance during the use of the SIP trunk connection with the indebted fees and shall monthly send the Customer an invoice for the consumed fees during the previous month. If the Prepay Balance is insufficient for settlement of the indebted fees, the Supplier is entitled to interrupt the Customers's Prepay SIP trunk connection. 29.4 The Prepay Balance shall only be used for services indicated by the Supplier and shall not be refunded to the Customer unless explicitly mentioned. 29.5 The Supplier shall practise the utmost accuracy while debiting and crediting the Customer's Prepay Balance. Nevertheless, if a wrongly debit or credit has been done or disregarded, the Supplier shall be entitled to correct this. 29.6 The Prepay Balance has a limited validity term of 12 months, after which it shall expire.
30. OPTA provisions with relation to phonenumbers
30.1 The Customer shall guarantee and be obliged to meet all relevant legal provisions and directions. If the Supplier distributes Dutch geographical phonenumbers to the Customer, the Customer shall certify that the conditions imposed by OPTA at this moment (as described in more detail below) will apply the same to the telephony services delivered to the Customer by the Supplier. The usage of Dutch geographical numbers has the following important restriction amongst others: Dutch geographical numbers may only be used in that area in the Netherlands to which the area code applies. This leads to the following provisions: 30.1.1 The Customer is not authorised to distribute Dutch geographical numbers from one area for usage of the service in another area code. 30.1.2 The Customer shall inspect that the Dutch geographical numbers distributed by the Supplier are properly used by its customers. 30.1.3 The Customer shall abstain from every communication towards its (potential) customers that could give the impression that usage of Dutch geographical numbers is not limited to the specific area codes. 30.1.4 The Customer is also not authorised to (let) use Dutch numbers in other countries than the Netherlands. The Customer shall take the necessary measures for inspection and shall not advertise this option. The Customer shall indemnify the Supplier and affiliate companies against all loss, damage, costs and expenses, resulting from or being connected with violation of the provisions mentioned in Article 30.1 and/or against claims and liability claims of third-parties, OPTA also, resulting from or being connected with the usage of the telephony service and which apply to an action or neglect of the Customer and which violate, or if motivated, could violate Article 30.1. OPTA can address the Customer, being a numberuser and/or holder of a number, directly regarding the usage of the numbers by the Customer or the Customer's customers. It is possible that OPTA or any other official organisation issuing rules changes the provisions for usage of geographical numbers or any numbers supervised by OPTA in the future. In that case the new provisions shall apply.
USE OF DOMAINS
The provisions set forth in this Chapter "Use of Domains" shall apply if the Supplier provides domain registration services. These provisions shall not affect the provisions included in these General Terms and Conditions.
31. TLD appendix / Appendix for domains
Besides these Terms and Conditions for the "Use of domains" the Customer shall also acknowledge and agree on Appendix A, "Domain names".
The Supplier is authorised to sign for registrations, transfers, raising domains in the name of Registrant and to modify any data concerning domains if Client or Reseller to this end task has given permission through piece of written proof or online password identification.
33. Domicile address
If in some cases the postal address and telephone number of the Supplier is used for contact data in whois-databases, the holder of the domain name agrees to modify this address and telephone number when the domain n