Terms and conditions
GENERAL TERMS AND CONDITIONS TOUGHBOOKPARTS.NL (part of Dragon Media Group)
These general terms and conditions (hereinafter referred to as “general terms and conditions”) apply to all legal relationships between the private limited liability company: DMG B.V., hereinafter referred to as: ‘DMG’, having its registered office and place of business in Leusden, and its Client. A copy of these general terms and conditions shall be handed to the Client before or upon the conclusion of the agreement.
The text of these general terms and conditions can be viewed and downloaded on DMG’s website: www.dmg.nu. At the Client’s request, DMG shall promptly make the text of these general terms and conditions available free of charge.
Definitions
DMG: the user of the general terms and conditions.
Client: Client of DMG, acting in the course of a profession or business.
Contractor: Contractor of DMG, acting in the course of a profession or business.
Parties: DMG and the Client or DMG and the Contractor.
Agreement: the agreements between DMG and the Client/Contractor.
1 Offer and agreement
1.1 These general terms and conditions apply to all offers, legal relationships and agreements under which DMG supplies goods and/or services of whatever nature to the Client or which are supplied by the Contractor to DMG, even if these services are not (further) described in these terms and conditions. Deviations from and additions to these general terms and conditions are valid only if they have been expressly agreed in writing.
1.2 All offers and other statements by DMG are without obligation, unless DMG has expressly indicated otherwise in writing in the offer. The price lists, brochures, other printed matter etc. provided by DMG are subject to change and do not constitute a quotation.
1.3 The Client vouches for the accuracy and completeness of the dimensions, requirements, specifications of the performance and other data provided to DMG by or on behalf of the Client, on which DMG bases its offer.
1.4 The applicability of purchasing or other terms and conditions of the Client and/or the Contractor is expressly rejected.
1.5 If any provision of these general terms and conditions is null and void or is annulled, the other provisions of these general terms and conditions shall remain in full force and the parties shall enter into consultation in order to agree on new provisions to replace the void or annulled provisions, taking into account as far as possible the purpose and intent of the void or annulled provision.
1.6 The quotations issued by DMG are valid for thirty days, unless indicated otherwise. An agreement with the Client is concluded only after DMG has received the Client’s acceptance within the period of validity or DMG has commenced the performance of the agreement.
1.7 DMG is entitled, where in its opinion this is necessary for the proper performance of the agreement, to make use of the services of third parties. For this purpose DMG concludes agreements with the third party engaged by it on behalf of the Client. As regards the services performed by a third party engaged by DMG, the terms and conditions of those third parties shall not apply, but these general terms and conditions shall, to the exclusion of the terms and conditions of those third parties.
1.8 Insofar as third parties are involved in the performance of the agreement, the Client is obliged to cooperate in all reasonableness in the conclusion of the agreement with those third parties.
2 Price and payment
2.1 All prices and rates are exclusive of turnover tax (VAT) and other levies imposed by the government, and exclusive of shipping costs and any transport and packaging costs. DMG sets the rates and prices for the work to be carried out and the services to be provided by it.
2.2 After written acceptance of the quotation by the Client, DMG shall send the Client by return an invoice for 25% of the contract price or rather as well as a quarter of the expected amount on an hourly basis. After receipt of the payment, DMG shall commence the agreed work. DMG may determine that an assignment consists of two phases, in which case, after completion of the first phase, DMG shall be entitled to charge a further invoice amounting to 50% of the contract price or the second half of the expected amount on an hourly and/or materials basis. After receipt of the payment, DMG shall complete the agreed work.
2.3 The material costs of the goods to be supplied or supplied by DMG shall be charged to the Client in the interim as an advance prior to delivery.
2.4 After completion of the contracted work, DMG shall send the Client an invoice for the remaining amount due, after deduction of the advance and/or interim payment(s) already made by the Client.
2.5 In the case of periodic work, DMG shall send an invoice each month relating to the coming month.
2.6 In the case of an agreement involving periodically falling due amounts to be paid by the Client, DMG is entitled to adjust the applicable prices and rates by means of a written notice given at least one month in advance.
2.7 If the Client does not wish to agree to an adjustment of prices and rates announced by DMG as referred to in the previous paragraph, the Client is entitled, within seven working days of the notice referred to in those articles, to terminate the agreement in writing with effect from the date stated in DMG’s notice on which the price or rate adjustment would take effect, if the price or rate adjustment concerns an increase of more than 20%.
2.8 All invoices shall be paid by the Client within 14 days of the invoice date.
2.9 DMG may, if it so wishes, charge the Client a credit restriction surcharge of 2% of the invoice. This surcharge is, however, not payable if DMG has received the payment in full within seven days of the invoice date.
2.10 If the Client does not pay the amounts due within the agreed period, the Client shall, without any reminder or notice of default being required, owe the statutory interest on the outstanding amount or, in the event that the Client acts as a business, the statutory commercial interest. If, after a reminder or notice of default, the Client continues to fail to pay the claim, the claim may be handed over for collection, in which case the Client, in addition to the total amount then due, shall also be obliged to pay in full the extrajudicial and judicial costs, including all costs charged by external experts in addition to the costs determined in law, connected with the collection of this claim or with the exercise of rights otherwise, the amount of which is set at 15% of the principal sum with a minimum of € 250,-.
2.11 Payment shall always be made without set-off or suspension on any ground whatsoever, unless expressly agreed otherwise in writing by the parties.
2.12 Everything the Client pays shall first serve to settle the interest and/or (collection) costs due and subsequently to settle the outstanding invoices.
2.13 DMG is at all times entitled, before it performs the agreement or continues with the fulfilment of the agreement, to require security that is sufficient in its opinion – for example a down payment or bank guarantee – for the fulfilment of the Client’s (payment) obligations, even if this means that periods and/or delivery times are exceeded. A refusal by the Client to provide the required security entitles DMG to suspend its performance or to dissolve the agreement in whole or in part by issuing a written declaration, without prejudice to DMG’s right to compensation for all damage it suffers as a result. If and as soon as the Client exceeds the credit limit set by DMG’s credit insurer, or the cover by this insurer has lapsed owing to the age of the Client’s outstanding invoices, DMG has the right to dissolve the agreement in whole or in part by issuing a written declaration, without prejudice to DMG’s right to compensation for all damage it suffers as a result. Dissolution on the basis of the provisions of this article does not release the Client from its obligation to pay for the work carried out and the services supplied up to the date of dissolution.
3. Confidential information and non-solicitation clause
3.1 Each of the parties agrees that all information of a confidential nature received from the other party before and after entering into the agreement shall remain secret, unless a statutory obligation requires disclosure of that data. The party receiving confidential information, such as the data collected via the website, shall use it only for the purpose for which it was provided. Information shall in any event be regarded as confidential if it has been designated as such by one of the parties.
3.2 DMG shall use the personal data provided exclusively for the performance of the agreement, all of this in compliance with the privacy provisions that apply in the country of establishment of the body registering for the agreement.
3.3 During the term of the agreement and until one year after its expiry, the Client shall refrain from directly or indirectly offering, or having offered, an employment contract to staff members and auxiliary persons deployed by DMG, or from otherwise having services or work performed for it by those staff members or auxiliary persons other than through DMG. In the event of a breach of the provisions of this paragraph, the Client shall owe DMG a penalty amounting to EURO 10,000.00 (ten thousand euros), without prejudice to DMG’s right to full compensation for damages. In all cases the Client shall contact DMG directly if it intends at any time to have staff and/or auxiliary persons of DMG work for it.
4 Cooperation by the Client
4.1 The Client shall at all times provide DMG in good time with all data or information useful and necessary for the proper performance of the agreement and give all cooperation, including to third parties engaged by DMG on behalf of the Client, including granting access to its buildings and software, providing the current data etc. In view of the services to be supplied by DMG, the Client is obliged to notify DMG immediately of changes in its address, telephone number, legal form, contact person and email address, failing which DMG accepts no liability. The Client vouches for the accuracy and completeness of all data and information provided to DMG.
4.2 If the Client provides DMG with data carriers, electronic files, software etc., it guarantees that the data carriers, electronic files and the software are free of viruses and defects.
4.3 In the case of a hosting product supplied by DMG, the Client shall never use illegal software or place (child) pornography or other matters contrary to public order and/or morality on the space made available to the Client. The Client expressly indemnifies DMG against any claims by third parties for the distribution of spam. In the event of a breach of the provisions of this paragraph, the Client shall owe DMG a penalty amounting to EURO 10,000.00 (ten thousand euros), without prejudice to DMG’s right to full compensation for damages.
4.4 If the Client fails to fulfil its obligations under this article or otherwise fails to fulfil its obligations, DMG has the right to suspend the performance of the agreement in whole or in part and has the right to charge the costs arising as a result in accordance with its usual rates, all of this without prejudice to DMG’s right to exercise any other statutory right.
4.5 If the Client refuses to take delivery of ordered goods or fails to provide information or instructions necessary for the delivery, DMG is entitled to store these goods at the Client’s expense and risk.
4.6 Any marks, type designations and serial numbers affixed to the products supplied may not be changed or removed.
5 Retention of title and rights, formation of goods and right of retention
5.1 All goods supplied to the Client remain the property of DMG until all amounts owed by the Client for the goods supplied or to be supplied or the work carried out or to be carried out under the agreement, as well as all other amounts owed by the Client on account of failure to meet the payment obligation, have been paid to DMG in full. If the Client forms a new item (partly) from goods supplied by DMG, the Client forms that item solely for DMG and the Client holds the newly formed item for DMG until the Client has paid all amounts due under the agreement; in that case, until the moment of payment in full by the Client, DMG has all rights as owner of the newly formed item.
5.2 Where applicable, rights are always granted or transferred to the Client on the condition that the Client pays the fees agreed for them in good time and in full. The Client must handle the goods belonging to DMG as a careful debtor, and without DMG’s written consent the Client is not entitled to establish (or have established) a right of pledge on these goods belonging to DMG.
5.3 The Client undertakes to insure the goods supplied under retention of title, and to keep them insured, against fire, explosion and water damage as well as against theft, and to make the policy of this insurance available to DMG for inspection at its first request.
5.4 DMG may retain the goods, products, property rights, data, documents, databases and (interim) results of DMG’s services received or generated in the context of the agreement, despite an existing obligation to hand them over, until the Client has paid all amounts owed to DMG.
6 Risk
6.1 The risk of loss, theft or damage of goods, products, software or data that are the subject of the agreement passes to the Client at the moment they are brought under the actual control of the Client or of an auxiliary person of the Client, or at the moment DMG has declared to the Client that the products are being held at its disposal – irrespective of whether or not ownership has been transferred to the Client.
6.2 The Client bears the risk of loss, theft or damage of the equipment during the period in which DMG holds it for the maintenance work. It is left to the Client to insure this risk. Before offering the equipment to DMG for maintenance, the Client shall ensure that a sound and complete backup copy has been made of all software and data stored in the equipment.
6.3 Products specially ordered by the Client cannot be exchanged.
7 Changes and additional and reduced work
7.1 If, at the request or with the prior consent of the Client, DMG has carried out work or other performances that fall outside the content or scope of the agreed services, this work or these performances shall be paid for by the Client in accordance with DMG’s usual rates. DMG is never obliged to comply with such a request and it may require that a separate written agreement be concluded for this.
7.2 The Client accepts that work or performances as referred to in the previous paragraph may affect the agreed or expected time of completion of the services and the mutual responsibilities of the Client and DMG. The fact that additional work (or the demand for it) arises during the performance of the agreement is never grounds for the Client to dissolve or terminate the agreement.
7.3 In the event that a change in the agreed services and/or deliveries leads to less work and to a reduction of the agreed price, this does not affect the Client’s obligation to pay DMG the costs already incurred and the profit lost by DMG in respect of the original agreement.
7.4 Insofar as a fixed price has been agreed for the delivery or services, DMG shall, on request, inform the Client in writing in advance of the financial consequences of that extra work or those extra performances. The Client is deemed to agree to the performance of the additional work with the financial consequences indicated by DMG and any adjusted delivery time, unless the Client objects to it in writing within five working days of being notified of the additional work by DMG.
8 Delivery
8.1 The place of delivery is in Leusden, at DMG’s premises, unless agreed otherwise.
8.2 If it has been agreed that the agreement shall be performed in phases, DMG may suspend the performance of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
8.3 If a sample or model has been shown or provided to the Client, it is presumed to have been provided only as an indication, without the item having to correspond to it, unless it is expressly agreed that the item shall correspond to it.
8.4 All (delivery) periods stated or agreed by DMG have been determined to the best of its knowledge on the basis of the data known to DMG when entering into the agreement. DMG shall make due efforts to observe the agreed (delivery) periods as far as possible. The mere exceeding of a stated or agreed (delivery) period does not place DMG in default. In all cases, therefore also if the parties have expressly agreed a final deadline in writing, DMG is in default on account of exceeding the time limit only after the Client has given it notice of default in writing and has given it a reasonable period to perform. DMG is not bound by (delivery) periods, whether or not final deadlines, that can no longer be met, except in the case of intent or gross negligence on the part of DMG. Nor is DMG bound by a delivery period, whether or not a final deadline, if the parties have agreed a change to the content or scope of the agreement (additional work, change of specifications etc.). If any period threatens to be exceeded, the parties shall enter into consultation as soon as possible.
8.5 The Client must carefully inspect the product immediately after the work has been carried out and check whether what has been supplied conforms to the agreement. Visible defects or shortages must be reported to DMG in writing, stating reasons, within 5 (five) working days of delivery.
8.6 Malfunctions and defects that could not reasonably have been detected within the period stated in the previous paragraph must be reported to DMG in writing, stating reasons, immediately after detection and at the latest within three weeks of delivery.
9 Warranty
9.1 DMG shall use its best endeavours to supply the service insofar as can be required of it and shall perform the agreement to the best of its insight and ability in accordance with the requirements of good workmanship and on the basis of the state of science and technology known at that time.
9.2 DMG shall use its best endeavours to remedy any design errors free of charge within a reasonable period if these have been reported to DMG, described in detail, within the period after delivery stated in the previous article. DMG has no obligation to remedy errors reported after the end of the warranty period referred to in the previous article, unless the parties have concluded a maintenance agreement that includes such an obligation to remedy.
9.3 In order to enable DMG to fulfil its obligations under the first and second paragraphs of this article, the Client shall immediately provide DMG with a precise written statement of the nature of the suspected defect and provide DMG with all other information requested.
9.4 DMG shall use its best endeavours to remedy any material and manufacturing defects in the equipment, as well as in parts supplied by DMG in the context of warranty or maintenance, free of charge within a reasonable period if these have been reported to DMG, described in detail, within a period of three months after delivery. If, in DMG’s reasonable opinion, repair is not possible, repair would take too long or repair involves disproportionately high costs, DMG is entitled to replace the equipment free of charge with other, similar but not necessarily identical, equipment. Data conversion that is necessary as a result of repair or replacement falls outside the warranty. All replaced parts become the property of DMG. The warranty obligation lapses if the material or manufacturing defects are wholly or partly the result of incorrect, careless or inexpert use, of external causes such as fire or water damage, or if the Client makes or has made changes to the equipment or to the parts supplied by DMG in the context of warranty or maintenance without DMG’s consent. DMG shall not withhold such consent on unreasonable grounds.
9.5 Work and costs of repair outside the scope of this warranty shall be charged by DMG in accordance with its usual rates (for time spent, materials and parts).
9.6 Any addition by the Client to the products of parts not originating from DMG voids this warranty unless such addition has been expressly approved in writing by DMG. If such approval has been given, this shall not be deemed to include a warranty regarding the functioning of the DMG products in combination with the products not originating from DMG.
9.7 The costs of repair of products:
a. caused by loss, theft of parts, dislocations, excessive heating, fire and smoke damage, excessive dust formation, high electrical mains voltage, fluctuations, total power failure, excessive humidity and water damage, lightning strike, riot and vandalism;
b. attributable to improper use of standard products and (gross) negligence in following instructions for keeping the standard products clean, or use contrary to DMG’s other regulations, the moving of (a part of) the products, replacement or repair, other than by or on behalf of DMG;
c. attributable to working with materials such as paper, printing aids, magnetic aids, punched tapes and punched cards that do not meet the standards set by DMG;
d. caused by use of the standard products in deviation from the instructions for use- with regard to parts that wear out within the warranty period in normal use;
e. if the space in which the standard products is installed does not or no longer meets the requirements to be set for it,
are always for the account of the Client.
9.8 Without its prior written consent, DMG is not obliged to accept returns from the Client. Acceptance of returns in no event implies acknowledgement by DMG of the ground for return stated by the Client. The risk of returned goods remains with the Client until they have been credited by DMG. DMG reserves the right to effect any credit arising from returns subject to a deduction of 15% of the price of the returned products, with a minimum of EURO 25.00 (twenty-five euros).
9.9 The (warranty) terms and conditions of the manufacturer of these products apply to the products sold and supplied by DMG to the Client. DMG is not liable for product liability within the meaning of Title 3, section 3 of Book 6 of the Civil Code (BW), since it was not the first to put the product into circulation.
9.10 In the event that a defect falls within the manufacturer’s warranty, the Client must enable DMG to remedy the defect (or have it remedied) within a reasonable period. DMG shall ensure that the product is sent promptly to the manufacturer’s repair centre, which then determines whether the product can be repaired or must be (partly) replaced. DMG undertakes to make every effort to have the product repaired as soon as possible or, where it has proved to be (partly) irreparable, to have it (partly) replaced as quickly as possible. Determining whether the product is irreparable is reserved to the manufacturer’s repair centre.
9.11 The Client shall enable DMG to establish the defect and to reproduce the circumstances in which the defect was detected.
10 Liability of DMG; indemnification
10.1 Any liability of DMG on account of an attributable failure in the performance of the agreement or otherwise is limited to compensation for direct damage up to a maximum of the price stipulated for that agreement (excl. VAT). If the agreement is mainly a continuing agreement with a term of more than one quarter of a year, the price stipulated for the agreement is set at the total of the fees (excl. VAT) stipulated for one contract period. Any liability shall in no event exceed EURO 5,000.00 (five thousand euros).
Direct damage is understood to mean exclusively:
a. reasonable costs that the Client would have to incur to make DMG’s performance conform to the agreement; this substitute damage is, however, not compensated if the agreement is dissolved by or at the demand of the Client;
b. reasonable costs that the Client has incurred for the necessity of keeping its old system or systems and related facilities operational for longer because DMG has not delivered on a final delivery date binding on it, less any savings resulting from the delayed delivery;
c. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these terms and conditions;
d. reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage within the meaning of these terms and conditions.
10.2 The amount of the liability as referred to in this article is reduced by:
a. the invoice value of the products and (results) of services that the Client retains or has retained;
b. the credits already granted to the Client in respect of the agreement.
10.3 DMG’s liability for damage due to death or bodily injury or on account of material damage to goods is excluded, as is DMG’s liability for indirect damage, consequential damage, lost profit, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims by customers of the Client, mutilation or loss of data, damage connected with the engagement of suppliers prescribed to DMG by the Client and all other forms of damage than those stated in 10.1 and this article, on whatever ground, is excluded.
10.4 DMG is not liable for damage suffered by the Client due to failures of any third parties engaged through DMG and/or (non-)subordinate auxiliary persons in the performance of any agreement concluded between the parties.
10.5 The limitations stated in the preceding paragraphs of this article lapse if and insofar as the damage is the result of intent or gross negligence on the part of DMG.
10.6 DMG’s liability on account of an attributable failure in the performance of an agreement arises in all cases only if the Client immediately and properly gives notice of default in writing, setting a reasonable period for remedying the failure, and DMG continues to fail attributably in the performance of its obligations even after that period. The notice of default must contain as complete and detailed a description of the failure as possible, so that DMG is able to respond adequately. Any claim for damages against DMG lapses by the mere passage of 12 months after the claim arose.
10.7 The Client indemnifies DMG against all claims by third parties on account of product liability as a result of a defect in a product or system that was supplied by the Client to a third party and that consisted in part of equipment, software or other materials supplied by DMG, except if and insofar as the Client proves that the damage was caused by that equipment, software or other materials.
10.8 The Client indemnifies DMG against all claims by third parties against it, including those relating to intellectual property rights to materials or data provided by the Client that have been used by DMG in the performance of the agreement.
10.9 The Contractor engaged by DMG indemnifies DMG against all claims against DMG in the performance of the work by the Contractor at DMG’s Client.
10.10 The Client indemnifies DMG against any claims by third parties who suffer damage in connection with the performance of the agreement and which is attributable to the Client.
10.11 DMG is not liable for price changes implemented by the hosting providers, nor is DMG liable for the consequences of the registration (with personal data) of domain names and hosting with a hosting provider and/or domain name registrar.
10.12 The provisions of this article also apply for the benefit of all (legal) persons whom DMG uses for the performance of the agreement.
11 Force majeure
11.1 Neither of the parties is obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. If DMG cannot fulfil its obligations, or cannot fulfil them on time or properly, as a result of a cause not attributable to it, including but not limited to illness (of auxiliary persons), disruptions in the computer network and other stagnation in the normal course of business in its company and external disruptions in connection with web hosting, those obligations shall be suspended until the moment DMG is still able to fulfil them in the agreed manner, without DMG being in default with regard to the fulfilment of those obligations and without it being liable for any compensation. Force majeure also includes what is provided in that respect in law and case law, as well as any circumstance which DMG could not or need not take into account at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be required by the Client, such as war or the threat of war, riot, civil commotion, sabotage, flood, earthquake, fire, occupation of the business premises, strikes and (changed) government measures or orders. Force majeure also includes force majeure of DMG’s suppliers, the improper fulfilment of obligations by suppliers prescribed to DMG by the Client, as well as defects in goods, materials and software of third parties whose use has been prescribed to DMG by the Client. Nor is DMG liable for the consequences of events at a hosting provider, domain name registrar or other suppliers over which DMG can exercise no influence.
11.2 If a force majeure situation has lasted longer than two months, the parties have the right to terminate the agreement by written dissolution. What has already been performed under the agreement shall in that case be settled proportionally, without the parties otherwise owing each other anything.
12 Termination of the agreement
12.1 Each of the parties has the power to dissolve the agreement only if the other party, always in all cases after a proper written notice of default that is as detailed as possible and in which a reasonable period is set for remedying the failure, attributably fails in the performance of essential obligations under the agreement.
12.2 Every agreement may be terminated in writing subject to a notice period of three months before its expiry, failing which the agreement shall be tacitly renewed on the same terms and conditions and for the same term. If an agreement which by its nature and content does not end by completion has been entered into for an indefinite period, it may be terminated by either party, after due consultation and stating reasons, by written notice, subject to a notice period of three months commencing on the first of the month following the notice. The parties shall never be liable for any compensation on account of termination.
12.3 In deviation from what the law has provided in that respect by means of non-mandatory law, the Client may terminate the agreement between the parties only in the cases provided for in these terms and conditions.
12.4 Each of the parties may terminate the agreement in writing, in whole or in part, with immediate effect and without notice of default, if the Client is granted a suspension of payments -whether or not provisional-, if a bankruptcy petition is filed in respect of the Client or if the Client’s business is liquidated or terminated other than for the purpose of reconstruction or merger of businesses. DMG is never obliged, on account of this termination, to refund any monies already received or to pay compensation. In the event of the Client’s bankruptcy, the right to use software made available to the Client lapses by operation of law.
12.5 If, at the time of the dissolution as referred to in the first paragraph of this article, the Client has already received performances in the performance of the agreement, these performances and the related payment obligation shall not be subject to reversal, unless the Client proves that DMG is in default with regard to those performances. Amounts that DMG invoiced before the dissolution in connection with what it has already properly performed or supplied in the performance of the agreement remain due in full, subject to the provisions of the previous sentence, and become immediately payable at the moment of dissolution.
13. Intellectual or industrial property rights
13.1 The Client acquires ownership of the passwords and other documents obtained that relate to the website, domain name and hosting. Without the Client’s express consent, DMG shall not provide this data to third parties.
13.2 All intellectual and industrial property rights to the software, websites, databases, the underlying technology of a developed website, equipment or other materials such as analyses, designs, scrips, documentation, reports, advice, sketches, drawings, photographs, software, prototypes, scrips, manuals, quotations, as well as preparatory material thereof, developed or made available under the agreement, are vested exclusively in DMG, its licensors or its suppliers. The Client acquires exclusively the rights of use as well as ownership of the content of the website, which rights are expressly granted by these terms and conditions and the law. Any other or further right of the Client to reproduce software, websites, databases or other materials is excluded without DMG’s prior consent. A right of use accruing to the Client is non-exclusive and non-transferable to third parties.
13.3 If, in deviation from this article, DMG is prepared to undertake to transfer an intellectual or industrial property right, such an undertaking can only ever be entered into in writing and expressly. If the parties expressly agree in writing that intellectual or industrial property rights with regard to software, websites, databases, equipment or other materials developed specifically for the Client shall pass to the Client, this does not affect DMG’s power to apply and exploit the components, general principles, ideas, designs, documentation, works, programming languages and the like underlying that development, without any restriction, for other purposes, whether for itself or for third parties. Nor does a transfer of intellectual or industrial property rights affect DMG’s right to undertake developments for itself or third parties that are similar to those that have been or are being carried out for the Client.
13.4 The Client is not permitted to remove or change any indication concerning the confidential nature or concerning copyrights, trademarks, trade names or other intellectual or industrial property rights from the software, websites, databases, equipment or materials.
13.5 In the event that DMG wishes to exercise its property rights referred to in this article, the Client hereby gives DMG, or third parties to be designated by it, unconditional and irrevocable permission to enter all those places where DMG’s property is located and to take back those goods.
13.6 The Client indemnifies DMG against claims by third parties relating to intellectual property rights to materials or data provided by the Client that are used in the performance of the agreement.
14 Applicable law and disputes
14.1 The agreements between DMG and the Client are governed by Dutch law. The Vienna Sales Convention is expressly excluded.
14.2 Disputes which may arise between DMG and the Client in connection with an agreement concluded between DMG and the Client or in connection with further agreements resulting from it shall be settled by the competent court in Utrecht, all of this without prejudice to the right of the parties to apply for interim relief in summary proceedings and without prejudice to the right of the parties to take legal measures to obtain security.