Terms and Conditions

1. General
These General Terms and Conditions apply to all offers, quotations, and agreements, as well as to all sales and deliveries of products by Total System Development, hereafter referred to as TSD.

2. Offers
2.1. Any offer or quotation provided by TSD to the buyer – hereafter referred to as the customer – is not binding, unless explicitly stated to the contrary.
2.2. Agreements between TSD and the customer are valid if and when orders have been accepted in writing by TSD. TSD is free (within its accepted business operations) to accept or reject orders. Offers and quotations remain valid for up to 60 days, to be calculated from the date of issue, unless explicitly stated otherwise.

3. Price and delivery times

3.1. Unless otherwise agreed in writing, the selling price is calculated on the basis of  pre-delivery at the TSD office. All prices are exclusive of VAT, transport, and installation.
3.2. The delivery times quoted by TSD and the relevant specifications, measurements, designs, drawings, diagrams, and suchlike, have been drawn up by TSD to the best of its ability and knowledge. Delays and/or deviations from specifications do not entitle the customer to postpone or to reject delivery and/or payment for the product, nor does the customer have any claim to compensation.
3.3. By delivery time is meant the time within which TSD is obliged to fulfil the agreement. The delivery time is valid from the moment TSD has confirmed the order in writing, and is in possession of all the information provided by the customer and/or products and, if applicable, after TSD has received the required advance or payment and/or the required guarantee. The delivery time can in any case be extended as a result of any modification to the agreement desired by the customer.

4. Definitions of terms

In these General Terms and Conditions, the following definitions will be used:
4.1. *Equipment*: the computer system including peripherals and system software;
4.2. *Software*: the computer software provided for the benefit of the customer;
4.3. *Installation*: the moment at which  the software is loaded onto the equipment of the customer and the same time as that at which TSD demonstrates to the customer that the software is running successfully on the equipment.

5. Right of use of the software

5.1. All software, including any additions and new versions made available to the customer, are made available to the customer on the basis of a right of use under the condition that the software be used solely on the equipment configuration on which the software is to be installed.
5.2. With the exception of the rights explicitly stated in these General Terms and Conditions, this right of use does not give the customer any rights of intellectual property over the software or the documentation, or of the author rights, patent rights or trademark rights embodied in it, or used in relation to it.
5.3. Customer is permitted to produce a reasonable number of copies of the software exclusively for the purpose of own back up or archiving. Except insofar as such is allowed by these General Terms and Conditions, the customer may not copy the software. All specifications and conditions of these General Terms and Conditions are applicable to all copies of the software.

6. Maintenance, support, and compensation

6.1. Agreements for maintenance are signed and valid for a period of at least one year and are renewed automatically for the same period, unless explicitly cancelled. Both parties may cancel such agreement towards the end of the valid period, with a period of notice of at least three months.
6.2. By maintenance is meant that during the working hours regarded by TSD as normal:
1. By TSD when and if available updates and releases, and documentation are provided, as well as:
2. Telephone assistance provided by TSD with respect to the software, under which is included: (a) explanation of the functions and properties of the software; (b) explanation of the documentation; (c) assistance with the operation of the software, as well as (d) signalling, analysis, and correction of errors as far as possible per telephone. The normal working hours of TSD are: Monday through Friday from 08:30 till 17:00, with the exception of all public holidays observed by TSD.
6.3. Maintenance and support is carried out by TSD with the observance of a response time of between 1 and 16 office hours.

7. The customer is obliged:

- To operate the software and equipment in a normal and judicious manner, in accordance with its purpose, and the documentation provided to the customer; not to make any modifications to the software or equipment, unless written permission has been granted for this by TSD;
- In the case of a breakdown, to immediately cease using the software and equipment and to report this at once to TSD;
- To provide their personnel with thorough training in the use of and the application of the equipment and software, and to take responsibility for supervision and management of the use of the equipment and software;
- To grant TSD unrestricted access to the equipment and software;

7.1. TSD is not obliged to carry out maintenance and support if and when the customer has not been in observance with the obligations stated in article 7 above. Any work that is required to be carried out shall be charged to the customer at the rates set by TSD that are applicable at that time. Any work carried out by TSD that constitutes more than that which has been agreed shall also be charged separately to the customer at the rates set by TSD that are applicable at that time.
7.2. Causes of breakdowns that cannot be attributed to TSD include, but are not limited to: breakdowns that are a result of causes unrelated to the software or equipment, such as operational errors, errors in the communication lines and/or power supplies, utility goods, faults in equipment, incorrect installation, modifications carried out by the customer and/or a third party.

8. Limited guarantee and restriction of liability

TSD is solely liable for damage caused in relation to products supplied by TSD, or, and if, this damage was the result of deliberate gross negligence on the part of TSD or of its personnel and/or third parties of which TSD makes use for the execution of agreements and/or services. TSD is solely liable for direct damage caused by its products or through deliberate or gross negligence on the part of its personnel, on the understanding that this liability is limited to the following maximum amounts per event or series of events:
- In the case of bodily harm caused to one or more persons, a maximum insured amount in accordance with policy number 0004081330 of the Zwolsche Algemeene € 450,000  per event.
- In the case of damage to property, a maximum amount of  € 450,000 per event, policy number 0004081330 with the Zwolsche Algemeene. TSD is legally permitted to limit the damage or to annul it out of its own pocket;
Claims for compensation must be reported in writing to TSD within six (6) months of the damage being caused, under penalty of being rendered invalid.
TSD is in no way liable for indirect damage such as, but not limited to, damage which is related to the loss of data, profit sharing as a result of the malfunctioning or partly functioning of its products, or any other subsequent damage. Customer shall fully indemnify TSD against this damage. Customer also indemnifies TSD for all liabilities of third parties as a result of damage caused, or in relation to the products supplied by TSD.

9. Force majeure

1. If one of the parties is reasonably prevented from partly or fully fulfilling its obligations, as laid down in an agreement, as a result of force majeure, the party afflicted by force majeure is justified in delaying any or all of the obligations yet to be fulfilled for the duration of the force majeure.
2. The party afflicted by force majeure is obliged to inform the other party as soon as possible after the force majeure has occurred of this force majeure and to give an indication as to the likely duration of the force majeure.

10. Reservation of Title
TSD retains the right of ownership to all products supplied by TSD to customer in the broadest sense of the word. The ownership of these products shall not be transferred to the customer until the customer has fulfilled all payment obligations – whichever these may be – with respect to TSD. No right of ownership to software/equipment or any part thereof shall be transferred to the customer unless and until an agreement in writing to this effect  has been completed with TSD. If, and to the extent that, at some future date the working of the article should be restricted to the disadvantage of TSD as a result of a statutory regulation, the customer commits itself, at the first request of TSD, to establish a non-possessory pledge for use by TSD with respect to the products delivered to the customer as security for all existing and future amounts owing by the customer.

11. Payments
11.1. All payments should be made within 14 days of the invoice date unless otherwise explicitly agreed. Payments should be made without any discount or compensation into the bank account as specified by TSD.
11.2. TSD retains the right at all times to demand full payment in advance, in cash on delivery, or other assurances, prior to the delivery and/or installation, if TSD considers this necessary in relation to the financial position of the customer.
11.3. Should the customer not fulfil its payment obligations, whether partially or in full, or on time, TSD has the right, without the intervention of a court of law and without further notice of default, to delay the delivery and/or installation, while retaining its right to claim for compensation. From the 8th day following the due date, the customer is obliged to pay the interest on all late payments at a rate of 1% for each month or part of a month with which the due date is exceeded. At the same time, the customer must pay the extra-judicial collection costs, with a minimum of 10% of the amount in arrears, irrespective of any further future right to compensation that TSD may have.

12. Applicable law and choice of forum

A. The relation between TSD and customer is subject only and exclusively to Dutch Law;
B. In the case of disputes which may arise from agreements entered into and/or services provided, the high court, Zwolle is deemed to be sole authority.

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