Terms and Conditions

Provisions or conditions of the Client that deviate from these terms and conditions are only binding if and to the extent that Redemp B.V. has expressly accepted them in writing.

Article 1: Quotation and acceptance

1.1 Redemp B.V. draws up a quotation setting out which activities ("the Services") are offered, what is included and what amount is payable for them. Only the description of the Services set out in the quotation is binding.

1.2 The Services generally comprise maintenance of the Client's hardware and software, configuration and installation of hardware and software, supply of hardware, supply of software licences, remote support, on-site support and everything associated with them. Other activities are only performed if this is stated in the quotation.

1.3 A quotation is without obligation and valid until 30 days after it is sent, unless stated otherwise.

1.4 The agreement is concluded when the Client accepts the quotation in writing or by e-mail. If the Client requests Redemp B.V. to perform activities without awaiting a formal quotation, or gives the impression of agreeing to the quotation, the quotation is deemed to have been accepted.

1.5 Amendment of the Services is only possible with the consent of both parties, unless otherwise stipulated elsewhere in these terms and conditions.

Article 2: Delivery of the Services

2.1 After the agreement has been concluded, Redemp B.V. performs the Services as soon as possible in accordance with the quotation, taking reasonable wishes of the Client into account.

2.2 The Client is obliged to do everything that is reasonably necessary for a correct and timely performance of the Services. The Client provides in good time all information that Redemp B.V. indicates is necessary.

2.3 The Client grants Redemp B.V. access to all locations, systems and accounts that Redemp B.V. reasonably needs for the delivery of the Services.

2.4 Redemp B.V. performs the Services carefully and to the best of its ability. Redemp B.V. is entitled to have certain activities performed by third parties. Redemp B.V. remains responsible towards the Client.

2.5 Delivery periods stated by Redemp B.V. are not strict deadlines, unless otherwise agreed in writing in a Service Level Agreement.

2.6 Redemp B.V. is entitled to (temporarily) not deliver the Services or to deliver them on a limited basis if the Client fails to comply with obligations under the agreement or acts in breach of these terms and conditions.

Article 3: Maintenance and updates

3.1 Maintenance is understood to mean keeping existing hardware and software in good condition in accordance with the quotation, including the correction of errors.

3.2 Redemp B.V. makes every effort to carry out the maintenance as well as possible, but is dependent on suppliers for updates, patches or spare parts. Redemp B.V. is entitled not to install certain updates or patches if, in its opinion, this does not benefit the operation or security.

3.3 If, in the opinion of Redemp B.V., a change desired by the Client may negatively affect the operation or security of the software, Redemp B.V. reports this in writing. If Redemp B.V. nevertheless carries out the change on request, this is at the Client's own risk.

3.4 If the Client independently makes changes to results delivered by Redemp B.V., this is entirely at the Client's own risk, unless Redemp B.V. has approved the change in writing in advance.

Article 4: Remote and on-site support

4.1 Remote support is provided by telephone, e-mail and other jointly agreed channels.

4.2 At the Client's request, Redemp B.V. proposes software with which supported computers can be accessed remotely. It is the Client's responsibility to ensure that its network and security environment permits this software.

4.3 If remote support does not lead to a satisfactory solution, Redemp B.V. consults with the Client about an on-site solution.

Article 5: Supply of hardware

5.1 If Redemp B.V. supplies hardware to the Client as part of the Services, only the warranties provided by the manufacturer or importer apply.

5.2 The Client invokes warranty claims directly with the manufacturer or importer. Redemp B.V. mediates on request, but is not liable if the manufacturer or importer refuses to proceed with repair or replacement.

Article 6: Installation and configuration

6.1 In accordance with the quotation, Redemp B.V. handles the configuration and installation of hardware and software, in order to realise a working system.

6.2 The choice and purchase of the hardware, software and network environment is the Client's responsibility. Redemp B.V. advises on the desired configuration. If the environment does not meet the requirements, Redemp B.V. is entitled to refuse installation or configuration.

6.3 If third-party licences are necessary for the use of software, the Client obtains these licences and complies with the provisions contained therein. The Client indemnifies Redemp B.V. against claims by third parties relating to installation and licences, except to the extent that claims result from information or licences supplied by Redemp B.V.

Article 7: Intellectual property

7.1 All intellectual property rights in Services or Works developed or supplied under the agreement rest exclusively with Redemp B.V. or its licensors.

7.2 The Client acquires only the usage rights that arise from the purport of the agreement or that are granted in writing.

7.3 Redemp B.V. is entitled to use logos, trade names, brand names and other indications of (the identity of) the Client, to the extent necessary for the delivery of the Services.

7.4 The Client is not permitted to remove or alter any indication of copyright, trademarks or other intellectual property rights from the materials.

Article 8: Prices and payment

8.1 The fees payable by the Client are calculated in accordance with the fee model agreed in the quotation or Service Level Agreement. For managed services, a fixed monthly price per workstation or user applies. For work outside the agreed Services, the current hourly rate applies.

8.2 Redemp B.V. is entitled to increase the rates applied once per calendar year in line with the relevant index, up to a maximum of 5%. Rate changes are announced at least one month in advance. Redemp B.V. may pass on price changes from suppliers (such as Microsoft or Hornetsecurity) in the interim.

8.3 For work outside office hours, Redemp B.V. may charge a surcharge of up to 200% of the normal rate.

8.4 Redemp B.V. sends electronic invoices with a payment term of 14 days, unless a different term is stated on the invoice. All amounts stated are in euros and exclusive of VAT.

8.5 If the payment term is exceeded, the Client is in default by operation of law. Statutory interest is payable on the outstanding amount, without any notice of default being required.

8.6 If an invoice is disputed, the Client notifies Redemp B.V. of this within the payment term. The obligation to pay the disputed part is suspended until Redemp B.V. has investigated the notification.

8.7 In the event of late payment, the Client is obliged to reimburse both extrajudicial and judicial collection costs, including costs for lawyers, bailiffs and collection agencies. Administrative costs amount to €50.

Article 9: Confidentiality

9.1 The parties treat information that they provide to each other before, during or after the performance of the agreement as confidential, when this information is marked as confidential or when the receiving party must reasonably understand that the information is confidential.

9.2 Redemp B.V. makes every effort to avoid taking note of data that the Client stores or distributes via the hardware or software to which the Services relate, unless this is necessary for a proper performance of the agreement.

9.3 Redemp B.V. may use the knowledge it gains in performing the agreement for other assignments, to the extent that no confidential information of the Client is thereby made available to third parties.

9.4 The duty of confidentiality continues to exist after termination of the agreement, for as long as the providing party can lay claim to the confidential nature of the information.

Article 10: Processing of personal data

10.1 If Redemp B.V. processes personal data on behalf of the Client in the performance of the agreement, the parties conclude a data processing agreement in accordance with Article 28 of the GDPR.

10.2 The Client is the controller within the meaning of the GDPR; Redemp B.V. is the processor.

10.3 More information on how Redemp B.V. itself handles personal data (of contact persons, website visitors and job applicants) can be found in our privacy statement.

Article 11: Liability

11.1 Redemp B.V. is only liable towards the Client in the event of an attributable failure to comply with the agreement.

11.2 Any liability for indirect damage, consequential damage, lost turnover or profit, missed savings, damage due to loss of data or damage due to business interruption is excluded.

11.3 The liability of Redemp B.V. is limited on an annual basis to the amount paid out under its business liability insurance, up to a maximum of €165,864 per year, unless otherwise agreed in a specific agreement.

11.4 Liability arises only if the Client gives Redemp B.V. notice of default without delay and in writing, with a reasonable period for remedy. The notice of default contains a detailed description of the failure.

11.5 Limitations of liability do not apply if the damage is the result of intent or deliberate recklessness on the part of Redemp B.V.

Article 12: Force majeure

12.1 Redemp B.V. cannot be held to performance if performance is prevented by force majeure.

12.2 Force majeure exists in any event in the case of power failures, internet outages, failures in the telecommunications infrastructure, network attacks (including DoS and DDoS attacks), malware attacks, domestic unrest, war, import and export restrictions and government measures, strikes, stagnation in supply, fire, floods and the situation in which Redemp B.V. is not enabled to perform by its suppliers.

12.3 If a force majeure situation lasts longer than 90 days, Redemp B.V. is entitled to terminate the agreement in writing with immediate effect, without any obligation to pay compensation.

Article 13: Duration and termination

13.1 The agreement is entered into for the term stated in the quotation or Service Level Agreement. In the absence of a specific term, the agreement applies for an indefinite period.

13.2 Unless otherwise agreed in writing, the agreement is tacitly renewed after the end of the initial term for successive periods of 12 months. The notice period is 2 months, effective at the end of the term.

13.3 After notice of termination, termination or dissolution, Redemp B.V. is entitled to immediately erase all of the Client's data stored with it. In that case Redemp B.V. is not obliged to provide the Client with a copy of this data, unless otherwise agreed in writing.

13.4 The agreement ends automatically if a party is declared bankrupt, applies for a suspension of payments, has a general attachment levied on assets, dies, goes into liquidation or is dissolved.

Article 14: Changes to the terms and conditions

14.1 Redemp B.V. is entitled to amend these terms and conditions unilaterally. Changes are communicated to the Client at least two months before they take effect.

14.2 If the Client objects to a change, the Client has the right to terminate the agreement as of the date on which the change takes effect.

14.3 Changes that are necessary due to amended legislation may be implemented with immediate effect. The Client cannot object to such changes.

Article 15: Final provisions

15.1 This agreement is governed by Dutch law.

15.2 Disputes arising from this agreement are submitted to the competent Dutch court in the district in which Redemp B.V. is established.

15.3 If any provision of these terms and conditions proves to be null and void, this does not affect the validity of the agreement as a whole. In that case, the parties establish a new provision that corresponds as closely as possible to the intention of the original provision.

15.4 In these terms and conditions, "in writing" also includes e-mail, provided that the identity of the sender and the integrity of the content are sufficiently established.

15.5 The version of any electronic communication received or stored by Redemp B.V. is deemed authentic, subject to proof to the contrary by the Client.

15.6 Redemp B.V. is entitled to transfer its rights and obligations under the agreement to a third party that takes over the Service or the relevant business activity of Redemp B.V.

Company details

Redemp B.V.
Deltazijde 16m, 1261 ZM Blaricum
Telephone: +31 85 104 52 82 · E-mail: contact@redemp.nl
Chamber of Commerce: 67561829 · VAT: NL857077855B01