1. Definitions
    Unless explicitly stated otherwise in this agreement, the following terms shall have the meaning given below:

    Agreement
    The agreement or agreements to which these terms and conditions have been declared applicable.
    Parties
    Licensee and Licensor (hereinafter: SENDNOW).
    Software
    Licensed copies of “SENDNOW” and/or standard modules as specified in the Agreement, including any documentation.
    customization
    Specially developed software on behalf of Licensee, which is defined as such in the Agreement, including any documentation.
    Documentation
    Information, recorded on whatever medium, that relates to the design of, the elaboration of, the possibilities of, the operation of, problems with or the application of the Software or Customization.
    Equipment
    The equipment in all its constituent parts, including the associated most recent version of the operating software, on which or in conjunction with which the Software must be implemented and functioned by SENDNOW.
    Installation
    Applying and working delivery of the Software or Customization on the Equipment of a Licensee.
    Implementation
    The application of the Software at the request of – and on behalf of the Licensee, which could include, for example, the implementation of the design, application and configuration of standard modules.
    Acceptance
    A formal letter in which Licensee declares that the Implementation and Installation of Software, possibly with reservations, has been carried out as desired.
    New version
    A copy of the Software designated as such in which imperfections have been repaired and/or substantial extensions have been made in, among other things, functionality.
    Help desk
    Organizational unit within SENDNOW and point of contact for Licensee regarding services provided under this agreement.
    Lack
    Substantial non-compliance with the functional or technical specifications of the Software or Customization made known in writing or explicitly agreed upon by SENDNOW. A Defect only exists if Licensee can demonstrate it and if it is reproducible.
    Incident
    Any question or problem that is reported to the Helpdesk of SENDNOW
    Workaround
    Measure to prevent a recurrence of a problem, which does not remove the cause.
    Response time
    The time within which the SENDNOW starts resolving an Incident.
    Public holidays
    Nationally recognized holidays and Good Friday.
    Business days
    Monday to Friday excluding Holidays.

Other terms are defined in this agreement and have that meaning at that place and elsewhere in this agreement.

  1. demarcation
    1. The text of these Conditions only applies to the specifications stated in the Agreement.
    2. Regardless of the effective date of this Agreement, the right to error resolution (article 3) and support (article 5) does not start until the moment of Acceptance by Licensee of the Software and Customization mentioned in the agreement.

  2. Troubleshooting
    1. Within the Response Time referred to in Article 9 after Licensee's first request to this effect, SENDNOW will begin to resolve any problems identified.
    2. SENDNOW will repair a Defect in the Software reported to the SENDNOW Helpdesk free of charge, as long as this does not require unreasonable effort in proportion to the seriousness of the Defect.
    3. SENDNOW will repair a Defect in the Customization that has been reported to the SENDNOW Helpdesk free of charge, as long as no unreasonable effort is required in proportion to the seriousness of the Defect.
    4. The right to bug fix only applies to the most recently released Version.

  3. Maintenance
    1. SENDNOW undertakes to continuously improve the quality of the Software and to examine it sufficiently and to regularly make New Versions available to Licensee. SENDNOW required
      in any case to adapt the Software - by means of New Versions - to operating software and underlying databases as well as to amended applicable regulations.
    2. SENDNOW will inform Licensee as early as possible about New Versions, as well as about their content and consequences with regard to the application, Equipment and/or infrastructure.
    3. In principle, SENDNOW will make the Customization suitable for a subsequent Version free of charge, unless this requires an unreasonable effort. In that case, SENDNOW is willing to do this for a fee
    4. SENDNOW makes a new version available to Licensee at least once a year.
    5. SENDNOW is prepared to install the New Versions on location at the request of Licensee for a fee.
    6. If Licensee wishes changes and/or functional additions to the Software or Customization, SENDNOW is prepared to implement this by means of a separate written agreement at a price to be agreed upon.
    7. SENDNOW stores and manages source code and all documentation (functional design, technical design, installation and user manual).

  1. Support
    1. Licensee is entitled to support from the SENDNOW Helpdesk – through a maximum of three pre-determined contact persons – for a fee. This support also aims to further assist the Licensee with incidental and acute problems in the use of the Software, and is provided by good
      trained experts, who are competent and capable of transferring knowledge to others.
    2. Technical support from the SENDNOW Helpdesk is provided within the Service Windows described in Article 7. This Helpdesk can be reached by the Licensee by e-mail ([email protected]) and
      telephone (+31 (0)79 30 300 32).
    3. Support on the Software can only be fully provided if the latest version supplied by SENDNOW is installed.
    4. Bringing the Software to the required level can be achieved by SENDNOW via Article 4.5.

  2. Escrow arrangement
    1. If this is stipulated in the agreement, the Licensee will be added to the list of beneficiaries in the Escrow arrangement.

  1. Service Windows
    1. The following Service Windows are distinguished for carrying out the work:

      SW 1 On working days – 9:00 am to 5:30 pm
      SW 2 On working days – 5:30 PM to 10:00 PM

      If desired, the Service Windows can be extended by means of a separate agreement.


  2. Classification Incidents
    1. When reporting each Incident, a classification is made of the type of Incident on the basis of which further actions are taken. The classification is shown in the diagram below:
      • a. application not available / not available on production environment
      • b. mission-critical features for users on production environment not available.
      • c. mission-critical functions for administrators not available; other functions, not being mission-critical user functions, not available.
      • d. non-urgent issues and user questions (both users and administrators)
    2. When a Workaround is found to resolve an Incident, the Incident will continue to exist as such but will be relegated to one category if possible, unless the Workaround is accepted by Licensee and the incident can therefore be considered resolved.

  1. Response time
    1. Response times depend on the classification of the Incident according to Article 8 and are as indicated in the schedule below:

      a. 4 hours
      b. 8 o'clock
      c. 24 hours
      d. 48 hours
    2. Category 3 and 4 incidents are only handled within SW 1.

  1. Amendments
    1. Changes to the system to be made under the responsibility of Licensee that can reasonably be assumed to affect the operation of the Software must be reported to SENDNOW.
    2. Licensee undertakes to keep SENDNOW informed at all times of the location of the Software or Customization.
    3. SENDNOW may change these terms and conditions. SENDNOW informs Licensee a maximum of 60 days before the entry into force of this
      informed in writing. If Licensee does not respond within 30 days, the amended terms and conditions will become part of the Agreement.
    4. If the Parties have wished to deviate from these Terms and Conditions, those deviations are stated in the Agreement and the conditions therein shall prevail
      mentioned deviations.
    5. Changes to the Agreement must be made in writing and are attached hereto as an appendix.

  2. Costs Maintenance Agreement
    1. The costs associated with the Maintenance of the Software
      are specified in the agreement and are payable annually in advance.
    2. The amounts stated in this agreement are exclusive of the
      sales tax.
    3. SENDNOW has the right to adjust its rates in the event that
      cost-increasing circumstances. In addition to inflation, this may include price increases for gas and electricity, internet connections, rental rates or taxes. This list is not exhaustive. SENDNOW will prevent the cost-increasing circumstances
      and where possible substantiate with supporting documents.
    4. Price increases are announced at least two months in advance. The Licensee has the choice to cancel the agreement or to accept the price change. Upon acceptance of the price change, the rest of the agreement remains unaltered.

  3. Termination in bankruptcy
    1. Each of the Parties has the right, in addition to the general law,
      To dissolve the agreement in whole or in part with immediate effect, if:
      ● the other party has applied for suspension of payments or has been granted this;
      ● the other party has been declared bankrupt or a bankruptcy petition has been filed;
      ● the Natural Persons Debt Rescheduling Act has been declared applicable to the Licensee.

  4. confidentiality
    1. The parties undertake to take reasonable measures to ensure confidentiality of all information that SENDNOW and its employees become aware of during the work under the Agreement.

  5. Transfer of rights and obligations
    1. SENDNOW is allowed any rights or obligations arising from the
      To transfer the Agreement to a party that is deemed to be able to fulfill the Agreement in at least the same way. To this end, SENDNOW requires the written permission of Licensee, who will not reasonably withhold this permission.

  6. Force of the majority
    1. During force majeure, SENDNOW's obligations under the Agreement are suspended. If the period, in which fulfillment of the obligations of SENDNOW towards Licensee is not possible as a result of force majeure, lasts longer than one month, the Parties are entitled to dissolve the Agreement without judicial intervention, without in that case an obligation to pay compensation or refund exists.
    2. Force majeure is understood to mean all circumstances that prevent the fulfillment of SENDNOW's obligations and which cannot in any way be attributed to SENDNOW, in the sense that SENDNOW would be at fault in any way for its non-fulfilment.
    3. Force majeure includes in any case: weather conditions that lead to unworkable days, war, riots, fire and other disasters, lack of raw materials and fuels, business failure, strike, government measures, machine breakdown, transport disturbances, the
      failure by carriers, suppliers and/or other third parties in the fulfillment of their obligations, failures in fixed connections and transmission lines, regardless of whether these circumstances
      were not foreseeable.
    4. In the event of force majeure, SENDNOW is not liable for
      Licensee and/or third parties suffered damage, by whatever name.