Capptions' Terms of Service are based on (relevant articles) of the Dutch joint IT industry ‘NLdigital Terms’
- 1/1/2021: The ToS printed below show all relevant articles from the generic NL Digital Terms applicable to Capptions service contracts closed after 1/1/2021. A PDF-copy can be downloaded here;
The NLdigital Terms have been deposited by NLdigital (fka as "Nederland ICT Office") at the District Court Midden-Nederland, location Utrecht. In the event of disputes concerning the interpretation of the English version of the NLdigital Terms, the Dutch text takes precedence.
- 1/1/2015: A PDF-copy of the ToS as are applicable on Capptions service contracts closed in the period before 1/1/2021 can be downloaded here;
The Nederland ICT Terms and Conditions are filed with the Chamber of Commerce under number 30174840. The Dutch version of this document prevails. This means that in the
event of doubt, the Dutch text shall be binding.
Section 1. General provisions
Article 1 Applicability NLdigital Terms
1.1 These NLdigital Terms (hereinafter also to be referred to as: these general terms) apply to all offers and agreements for which supplier delivers goods and/or services, of whatever nature and under whatever name, to client.
1.2 These general terms can only be departed from or be supplemented if agreed by parties in writing.
1.3 The applicability of any of the client’s purchase or other terms is explicitly excluded.
1.4 If and insofar as supplier makes products or services of third parties available to client or grants access to these products or services, the terms of the third parties in question apply to
these products or services in the relationship between supplier and client and replace the provisions in these general terms that depart from those third party terms, provided that client has been informed by supplier about the applicability of the (licensing or sales) terms of those third parties and client has been given a reasonable opportunity to take note of those terms. Contrary to the previous sentence, client cannot invoke a failure on the part of supplier to meet the aforementioned obligation if client is a party as referred to in article 6:235 paragraph 1 or paragraph 3 of the Netherlands Civil Code.
1.5 If and insofar as the terms of third parties in the relationship between client and supplier referred to above prove to be inapplicable or are declared inapplicable for any reason
whatsoever, these general terms apply in full.
1.6 If any provision of these general terms should be null and void or is annulled, the other provisions of these general terms remain fully applicable and effective. In that case, supplier and client consult as to arrange for new provisions which have the same purport, as much as possible, and that will replace the provisions that are null and void or that have been annulled.
1.7 Without prejudice to the provisions of article 1.4, the provisions of these general terms prevail if a conflict should arise about any of the arrangements made by parties, unless parties have explicitly departed from these terms in writing, with reference to these terms. In the event of a conflict between the provisions of different sections of these general terms, the provisions of a prior section apply, unless parties have explicitly agreed otherwise.
Article 2 Offers
2.1 All off supplier’s offers and other forms of communication are without obligation, unless supplier should indicate otherwise in writing. Client guarantees the correctness and completeness of the information provided, with the exception of obvious typing
errors, by or on behalf of client to supplier and on which information supplier has based its offer.
Article 3 Price and payment
3.1 All prices are exclusive of turnover tax (VAT) and other product or service-specific levies imposed by the authorities. All prices quoted by supplier are in euros and client must pay in euros.
3.2 Client cannot derive any rights or expectations from any cost estimate or budget issued by supplier, unless parties have agreed otherwise in writing. A budget communicated by client is
only considered a (fixed) price agreed on by parties if this has been explicitly agreed in writing.
3.3 If it should be apparent from the agreement that client consists of several natural persons and/or legal persons, each of these persons is jointly and severally liable to supplier for the
performance of the agreement.
3.4 Where the activities performed by supplier and the sums due by client for these activities are concerned, the information in supplier's administration provides full evidence, without prejudice to client's right to provide evidence to the contrary.
3.5 In the event client should be under a periodic payment obligation, supplier may adjust the applicable prices and rates, in writing and in accordance with the index or any other criterion
included in the agreement, within the period specified in the agreement. If the agreement does not explicitly provide for the possibility to adjust the prices or rates, supplier may adjust the
applicable prices and rates in writing with due observance of a period of at least three months. If, in the latter case, client does not want to accept the price adjustment, client is entitled to
terminate the agreement by serving notice of termination (opzeggen) in writing, within thirty days following the notification of the adjustment and effective from the date on which the new
prices and/or rates would take effect.
3.6 In their agreement parties lay down the date or dates on which supplier invoices the fee for the activities agreed on with client. Any sums due are paid by client in accordance with the
payment terms agreed on or as stated in the invoice. Client is neither entitled to suspend any payments nor to set off any of the sums due.
3.7 If client should fail to pay the sums due or does not pay these on time, the statutory interest for commercial agreements is payable by client on any outstanding sum, without a reminder
or notice of default being required. If client should fail to pay the sum due even after a reminder or notice of default, supplier can pass on the claim for collection and client is obliged to pay,
within reason and in addition to the total sum due at that time, all judicial and extrajudicial costs, including all costs charged by external experts – all of which is without prejudice to any of supplier’s statutory and contractual rights.
Article 4 Duration of the agreement
4.1 If and insofar as the agreement between parties is a continuing performance contract, the agreement is entered into for the term agreed on by parties. A term of one year applies if a
specific term has not been agreed on.
4.2 The duration of the agreement for a definite period of time is tacitly extended, each time by the period of time originally agreed on with a maximum of one year, unless client or
supplier should terminate the agreement by serving written notice of termination (opzeggen), with due observance of a notice period of three months prior to the end of the relevant
Article 5 Confidentiality
5.1 Client and supplier ensure that secrecy is observed with respect to all information received from the other party of which information the receiving party knows or should reasonably
know it is confidential. This prohibition does not apply if and insofar as the information concerned must be provided to a third party in compliance with a judicial decision, a statutory
requirement, a statutory order by a public authority or for the proper performance of the agreement. The party that receives the confidential information may only use it for the purpose for which it has been provided. Information is in any case deemed confidential if it has been designated as such by either party.
5.2 Client acknowledges that software made available by supplier is always confidential in nature and that this software contains trade secrets of supplier and its suppliers or of the producer of the software.
Article 6 Privacy and data processing
6.1 If this should be relevant, in supplier’s opinion, for the performance of the agreement, client informs suppliers in writing, at supplier’s request, about the way in which client performs its obligations under the applicable rules and regulations pertaining to the protection of personal data.
6.2 Client indemnifies supplier against any claims by persons whose personal data are or have been processed and for which processing client is responsible pursuant to the law, unless
client proves that the facts on which a claim is based are attributable to supplier.
6.3 Client is fully responsible for the data that it processes when making use of a service provided by supplier. Client guarantees vis-à-vis supplier that the content, use and/or processing of the data are not unlawful and do not infringe any third party’s right.
Client indemnifies supplier against any claims by a third party instituted, for whatever reason, in connection with these data or the performance of the agreement.
6.4 If, further to a request or a lawfully issued order by a public authority or in the context of a statutory obligation, client should perform activities with relation to data of client, client’s employees or users, any costs involved in this may be charged to client.
6.5 If supplier performs activities for client as a processor as meant in the rules and regulations pertaining to the protection of personal data, Section 2 ‘Standard Clauses for Processing’ also
Article 7 Security
7.1 If supplier is obliged to provide some form of information security under the agreement, this protection meets the specifications on security that parties have agreed on in writing.
Supplier does not guarantee that the information security provided is effective under all circumstances. If the agreement does not include an explicitly defined security method, the
security features provided meet a level that is not unreasonable in view of the state of the art, the implementation costs, the nature, scope and context as known to supplier of the information to be secured, the purposes and the standard use of supplier’s products and services and the probability and seriousness of foreseeable risks.
7.2 The access or identification codes and certificates provided by or on behalf of supplier to client are confidential and must be treated as such by client, and they may only be made known to authorised staff in client’s own organisation or company. Supplier is entitled to change the access or identification codes and certificates. Client is responsible for managing these authorisations and for providing and duly revoking access and identification codes.
7.3 In the event security features or the testing of security features pertain to software, hardware or infrastructure that has not been delivered by supplier to client, client guarantees that all licences or approvals have been obtained so that the performance of such activities is actually allowed. Supplier is not liable for any damage caused by or in relation to the performance of these activities. Client indemnifies supplier against any claims, for whatever reason, arising from these activities being performed.
7.4 Supplier is entitled to adapt the security measures from time to time if this should be required as a result of a change in circumstances.
7.5 Client adequately secures its systems and infrastructure and keeps these adequately secured.
7.6 Supplier may give client instructions about security features intended to prevent or to minimalize incidents, or the consequences of incidents, that may affect security. If client
should fail or follow the instructions issued by supplier or by a relevant public authority, or should fail to follow these in time, supplier is not liable and client indemnifies supplier against any damage that may arise as a result.
7.7 Supplier is at any time permitted to install technical and organizational facilities to protect hardware, data files websites, software made available, software or other works to which
client has been granted access, whether directly or indirectly, also in connection with a restriction agreed on in the content or the duration of the right to use these objects. Client may not remove or circumvent any of such technical facilities or have these removed or circumvented.
Article 8 Retention of title, reservation of rights and suspension
8.1 All goods delivered to client remain the property of supplier until all sums due by client to supplier under the agreement entered into by parties have been paid to supplier in full. A client that acts as a reseller may sell and supply all goods that are subject to the supplier’s retention of title insofar as this is customary in the context of client’s normal course of business.
8.2 The property-law consequences of the retention of title with respect to any goods destined for export is governed by the laws of the state of destination if the relevant laws contain provisions that are more favourable to supplier.
8.3 Where applicable, rights are granted or transferred to client subject to the condition that client has paid all sums due under the agreement.
8.4 Supplier may retain all information, documents, software and/or data files received or created in the context of the agreement, despite an existing obligation to hand these over or transfer them, until client has paid all sums due to supplier.
Article 9 Transfer of risk
9.1 The risk of loss, theft, misappropriation or damage of goods, information (including user names, codes and passwords), documents, software or data files that are created for, delivered
to or used by client in the context of the performance of the agreement pass to client at the moment these are placed under the actual control of client or an auxiliary person of client.
Article 10 Intellectual property
10.1 All intellectual property rights to the software, websites, data files, databases, hardware, training, testing and examination materials, as well as other materials such as analyses, designs, documentation, reports, offers, including preparatory materials for these materials, developed or made available to client under the agreement remain exclusively vested in supplier, its licensors or its suppliers. Client is solely granted the rights of use laid down in these general terms, in the agreement entered into by parties in writing and in the applicable mandatory legal provisions. A right of use granted to client is non-exclusive, non-transferable, non-pledgeable (niet-verpandbaar) and non-sublicensable.
10.2 If supplier is prepared to undertake to transfer an intellectual property right, such undertaking may only be explicitly effected in writing. If parties agree in writing that an intellectual property right with respect to software, websites, data files, hardware, know-how, or other works or materials specifically developed for client is transferred to client, this does not affect supplier’s rights or options to use and/or exploit, either for itself or for third parties and without any restriction, the parts, designs, algorithms, documentation, works, protocols, standards and the like on which the developments referred to are based for other purposes. Supplier is also entitled to use and/or exploit, either for itself or for third parties and without any restrictions, the general principles, ideas and programming languages that have been used as a basis to create or develop any work for other purposes. The transfer of an intellectual property right does not affect supplier’s right to continue developing , either for itself or for third parties, software - or elements of software - that are similar to or derived from software – or elements of software - that have been or are being developed for client.
10.3 Client is not permitted to remove or change any indication with respect to the confidential nature of the software, websites, data files, hardware or materials or with respect to copyrights,
brands, trade names or any other intellectual property right pertaining to the software, websites, data files, hardware or materials, or have any such indication removed or changed.
10.4 Supplier indemnifies client against any claim of a third party based on the allegation that software, websites, data files, hardware or other materials developed by supplier itself infringe
an intellectual property right of that third party, provided always that client promptly informs supplier in writing about the existence and content of the claim and leaves the settlement of
the claim, including any arrangements to be made in this context, entirely up to supplier. To this end, client provides supplier with the powers of attorney and information required and renders the assistance supplier requires to defend itself against such claims. This obligation to indemnity does not apply if the alleged infringement concerns (i) works or materials made available by client to supplier for use, modification, processing or maintenance or (ii) modifications client has implemented or modifications client has had implemented in the software, websites, data files, hardware or other works and materials without supplier’s written permission. If it is irrevocably established in court that software, websites, data files, hardware or other works and materials developed by supplier itself should infringe any intellectual property right belonging to a third party, or if, in supplier’s opinion, there is a good chance
that such an infringement will occur, supplier ensures, if possible, that client can continue to use, or use functional equivalents of, the software, websites, data files, hardware or other works and materials delivered. Any other or further obligation that supplier might have to indemnify client against any infringement of a third party’s intellectual property right is excluded.
10.5 Client guarantees that no rights of third parties preclude making hardware, software, material intended for websites, data files and/or other materials, designs and/or other works available to supplier for the purpose of use, maintenance, processing, installation or integration; this guarantee also pertains to client’s having the relevant licences. Client indemnifies supplier against any claim of a third party based on the allegation that making any of this available and/or the use, maintenance, processing, installation or integration infringes a right of that third party.
10.6 Supplier is never obliged to perform data conversion unless this has been explicitly agreed on with client in writing.
10.7 Supplier is entitled to use client’s figurative mark, logo or name in its external communication.
Article 11 Performance of services
11.1 Supplier performs its services with care to the best of its ability, where applicable in accordance with the arrangements and procedures agreed on with client in writing. All services
provided by supplier are performed on the basis of a best-efforts obligation unless and insofar as supplier has explicitly promised a result in the written agreement and the result concerned has been described in the agreement in a sufficiently precise manner.
11.2 Supplier is not liable for any damage suffered or costs incurred as a result of the use or misuse that is made of access or identification codes or certificates or any other security means
unless the misuse is the direct result of any intent or deliberate recklessness on the part of supplier’s management.
11.3 If the agreement has been entered into with a view to it being performed by one specific person, supplier is always entitled to replace this person by one or more persons who have the same and/or similar qualifications.
11.4 Supplier is not obliged to follow client’s instructions when performing the services, more particularly not if these instructions change or add to the content or scope of the services agreed on. If such instructions are followed, however, the activities performed are charged at supplier’s applicable rates.
Article 12 Obligation to provide information and render assistance
12.1 Parties acknowledge that the success of activities to be performed in the field of information and communications technology depends on proper and timely cooperation of parties. Client undertakes always to fully cooperate, within reason, and in time.
12.2 Client vouches for the correctness and completeness of the data, information, designs and specifications provided by on or behalf of client to supplier. If the data, information, designs or specifications provided by client should contain inaccuracies apparent to supplier, supplier requests client to provide further information.
12.3 For reasons of continuity, client designates a contact person or contact persons who act in that capacity for the time supplier performs it services. Client’s contact persons have the relevant experience required, specific knowledge of the subject matter and a proper understanding of the objectives that client wishes to achieve.
12.4 Client bears the risk of selecting the goods and/or services to be provided by supplier. Client always exercises the utmost care to guarantee that the requirements set for supplier’s performance are correct and complete. Measurements and data provided in drawings, images, catalogues, websites, offers, advertising material, standardisation sheets and the like are not binding on supplier unless explicitly stated otherwise by supplier.
12.5 If client deploys employees and/or auxiliary persons in the performance of the agreement, these employees and auxiliary persons must have the knowledge and experience required. If supplier’s employees perform activities at client’s premises, client ensures the facilities required are available, such as a workspace with computer and network facilities, on time and free of charge. Supplier is not liable for damage suffered or costs incurred by transmission errors, malfunctions or the non-availability of these facilities unless client proves that this damage or these costs are caused by intent or deliberate recklessness on the part of supplier’s management.
12.6 The workspace and facilities must meet all statutory requirements. Client indemnifies supplier against claims of third parties, including supplier's employees, who, when performing the agreement, suffer damage caused by client’s acts or omissions or by unsafe situations in client’s organisation or company. Before the activities to be performed start, client informs the employees deployed by supplier about the company rules, information rules and security rules that apply in client’s organisation or company.
12.7 Client is responsible for the management, including checks of the settings, and use of the products delivered and/or services provided by supplier, and the way in which the results of the products and services are implemented. Client is also responsible for appropriately instructing users and for the use of the products and services that is made by users.
12.8 Client itself is responsible for the hardware, infrastructure and auxiliary software and ensures that the (auxiliary) software for its own hardware is installed, organised, parameterised and tuned and, where required, that the hardware, other (auxiliary) software and the operating environment used are modified and kept updated, and that the interoperability wanted by client is effected.
Article 13 Project and steering groups
13.1 If both parties are participating in a project or steering group in which one or more of their employees have been appointed, the provision of information takes place in the manner agreed on for that project or steering group.
13.2 Decisions made in a project or steering group in which both parties are participating are only binding on supplier if the decisions are made in accordance with that which parties have agreed on in writing in this regard or, if no written arrangements have been made in this context, if supplier has accepted the relevant decision in writing. Supplier is never obliged to accept or implement a decision if, in its opinion, the decision cannot be reconciled with the content and/or proper performance of the agreement.
13.3 Client ensures that the persons that it has assigned to participate in a project or steering group are authorised to make decisions that are binding on client.
Article 14 Terms and deadlines
14.1 Supplier makes reasonable efforts, within reason, to comply to the greatest extent possible with the terms and delivery periods and/or dates and delivery dates, whether or not these are deadlines and/or strict dates, that it has specified or that have been agreed on by parties. The interim dates and delivery dates specified by supplier or agreed on by parties always apply as target dates, do not bind supplier and are always indicative.
14.2 If a term or period of time is likely to be exceeded, supplier and client consult as to to discuss the consequences of the term being exceeded in relation to further planning.
14.3 In all cases – therefore, also if parties have agreed on deadlines and strict delivery periods or dates and delivery dates – supplier is only in default because of a term or period of time being exceeded after client has served supplier with a written notice of default and has set a reasonable period of time for supplier to remedy the failure to meet its obligations and this
reasonable term has passed. The notice of default must describe supplier’s breach to meet its obligations as comprehensively and in as much detail as possible so that supplier has the opportunity to respond adequately.
14.4 If it has been agreed that the activities to be performed under the agreement must be performed in phases, supplier is entitled to postpone the start of the activities for a next phase until client has approved the results of the preceding phase in writing.
14.5 Supplier is not bound by a date or delivery date or term or delivery period, whether or not these are deadlines and/or strict dates, if parties have agreed on an adjustment in the content or
scope of the agreement (additional work, a change of specifications, etc.) or a change in approach with respect to the performance of the agreement, or if client fails to fulfil its obligations under the agreement or fails to do so on time or in full. If additional work should be required during the performance of the agreement, this never constitutes a reason for client to give notice of termination of the agreement (opzeggen) or to terminate the agreement for breach (ontbinden).
Article 15 Termination of the agreement for breach or by serving notice of
15.1 Either party is exclusively entitled to terminate the agreement for breach (ontbinden) following an imputable failure of the other party to meet it is obligations under the agreement if the other party, in all cases after a written notice of default has been served that is as detailed as possible and in which the other party is granted a reasonable period of time to remedy the breach, should still imputably fail to meet any of its essential obligations under the agreement. Client’s payment obligations and all obligations of client or a third party contracted by client
to cooperate and/or to provide information apply in all cases as essential obligations under the agreement.
15.2 If, at the time of the termination for breach, client has already received goods or services in the performance of the agreement, this performance and the relevant payment obligations cannot be undone unless client proves that supplier is in default with respect to the essential part of the performance due. With due regard to the provisions of the preceding sentence, sums invoiced by supplier prior to the termination for breach in connection with what has already been properly performed or delivered in the performance of the agreement remain due in full and become immediately payable at the time of the termination for breach.
15.3 An agreement which, due to its nature and content, is not discharged by performance and which has been entered into for an indefinite period of time may be terminated, following consultation between parties, by either party by serving written notice of termination to the other party (opzeggen). Reasons for the termination must be stated. If a notice period has not been agreed on between parties, a reasonable period must be observed when notice of termination is served. Supplier is never obliged to pay any compensation because of this
15.4 Client is not entitled to terminate (opzeggen) an agreement for services that has been entered into for a definite period of time before the end of the term; client is not entitled either to terminate (opzeggen) an agreement that ends by completion before it has been completed.
15.5 Either party may terminate (opzeggen) the agreement in writing, in whole or in part, without notice of default being required and with immediate effect, if the other party is granted a suspension of payments, whether or not provisional, a petition for bankruptcy is filed against the other party or the company of the other party is liquidated or dissolved other than for restructuring purposes or for a merger of companies. Supplier may also terminate (opzeggen) the agreement, in whole or in part, without notice of default being required and with
immediate effect, if a direct or indirect change occurs in the decisive control of client’s company. Supplier is never obliged to repay any sum of money already received or pay any sum of money in compensation because of termination as referred to in this paragraph. If client is irrevocably bankrupted, its right to use the software, websites and the like made available to client ends, as does its right to access and/or use supplier’s services, without supplier being required to cancel these rights.
Article 16 Supplier’s liability
16.1 Supplier’s total liability for an imputable failure in the performance of the agreement or arising from any other legal basis whatsoever, explicitly including each and every failure to meet a guarantee or indemnification obligation agreed on with client, is limited to the compensation of damages as described in more detail in this article.
16.2 Direct damage is limited to a maximum of the price stipulated for the agreement in question (excluding VAT). If the agreement is mainly a continuing performance contract with a duration of more than one year, the price stipulated for the agreement is set at the total sum of the payments (excluding VAT) stipulated for one year. In no event does supplier’s total liability for any direct damage, on any legal basis whatsoever, exceed EUR 500,000 (five hundred thousand euros).
16.3 Supplier’s total liability for any damage arising from death or bodily injury or arising from material damage to goods is limited to the amount of EUR 1,250,000 (one million two hundred fifty thousand euros).
16.4 Liability for indirect damage, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of client’s clients, loss arising from the use of goods, materials or software of third parties prescribed by client to supplier and any damage and loss arising from contracting suppliers client has recommended to supplier is excluded. Liability for corruption, destruction or loss of data or documents is also excluded.
16.5 The exclusions and limitations of supplier’s liability described articles 16.2 up to and including 16.4 are without any prejudice whatsoever to the other exclusions and limitations of supplier’s liability described in these general terms.
16.6 The exclusions and limitations referred to in articles 16.2 up to and including 16.5 cease to apply if and insofar as the damage is caused by intent or deliberate recklessness on the part of
16.7 Unless performance by supplier is permanently impossible, supplier is exclusively liable for an imputable failure in the performance of an agreement if client promptly serves supplier with a written notice of default, granting supplier a reasonable period of time to remedy the breach, and supplier should still imputably fail to meet its obligations after that reasonable term has passed. The notice of default must describe supplier’s failure as comprehensively and in as much detail as possible so that supplier has the opportunity to respond adequately.
16.8 The right to compensation of damages exclusively arises if client reports the damage to supplier in writing as soon as possible after the damage has occurred. Any claim for compensation of damages filed against supplier lapses by the mere expiry of a period of twenty four months following the inception of the claim unless client has instituted a legal action for damages prior to the expiry of this term.
16.9 Client indemnifies supplier against any and all claims of third parties arising from product liability because of a defect in a product or system that client delivered to a third party and that consisted in part of hardware, software or other materials delivered by supplier, unless and insofar as client is able to prove that the loss was caused by the hardware, software or other materials referred to.
16.10 The provisions of this article and all other exclusions and limitations of liability referred to in these general terms also apply in favour of all natural persons and legal persons that supplier and supplier’s suppliers contracts for the performance of the agreement.
Article 17 Force Majeure
17.1 Neither party is obliged to meet any obligation, including any statutory and/or agreed guarantee obligation, if it is prevented from doing so by circumstances beyond its control (overmacht). Circumstances beyond supplier’s control include, among other things:
- (i) circumstances beyond the control of supplier’s suppliers,
- (ii) the failure by supplier to properly meet obligationsthat were contracted by supplier on client’s instructions,
- (iii) defects in goods, hardware, software or materials of third parties that supplier uses on client’s instructions,
- (iv) measures by public authorities,
- (v) power failures,
- (vi) failures of the Internet, data network or telecommunication facilities,
- (vii) (cyber) crime, (cyber) vandalism, war or terrorism and
- (viii) general transport problems.
17.2 If a force majeure situation lasts for more than sixty days, either party has the right to terminate the agreement, in writing, for breach (ontbinden). In such event, all that has already been performed under the agreement must be paid for on a proportional basis, without anything else being due by either party to the other party.
Article 18 Service Level Agreement
18.1 Possible arrangements about a service level (Service Level Agreement) are exclusively agreed on in writing. Client promptly informs supplier about any circumstances that may
affect the service level or its availability.
18.2 If any arrangements have been made about a service level, the availability of software, systems and related services is always measured in such a way that unavailability due to preventive, corrective or adaptive maintenance service or other forms of service that supplier has notified client of in advance and circumstances beyond supplier’s control are not taken into
account. Subject to proof to the contrary offered by client, the availability measured by supplier is considered conclusive.
Article 19 Backups
19.1 If the services provided to client under the agreement include making backups of client’s data, supplier makes a complete backup of client’s data in its possession, with due observance
of the periods of time agreed on in writing, or once a week if such terms have not been agreed on. Supplier keeps the backup for the duration of the agreed term or for the duration of supplier’s usual term if no further arrangements have been made in this regard. Supplier keeps the backup with due care and diligence.
19.2 Client itself remains responsible for complying with all the applicable statutory obligations with respect to keeping records and data retention.
Article 20 Adjustments and extra work
20.1 If, at client’s request or after client’s prior consent, supplier has performed activities or has delivered goods or services that are outside the scope of the agreed activities and/or delivery of
goods or services, client is charged for these activities or for these goods or services on the basis of the agreed rates or, if no rates have been agreed on by parties, on the basis of supplier’s applicable rates. Supplier is not obliged to honour such request and may require that, to that purpose, a separate agreement should be entered into in writing.
20.2 Client realises that adjustments and extra work (may) result in terms and delivery periods and/or dates and delivery dates being postponed. Any new terms and delivery periods and/or
dates and delivery dates indicated by supplier replace the previous terms and delivery periods and/or dates and delivery dates.
20.3 Insofar as a fixed price has been agreed on for the agreement, supplier informs client, at client’s request and in writing, about the financial consequences of the extra work or additional
delivery of goods or services referred to in this article.
Article 21 Transfer of rights and obligations
21.1 Client is not entitled to sell, transfer or pledge (verpanden) its rights and obligations under an agreement to a third party.
21.2 Supplier is entitled to sell, transfer or pledge (verpanden) any claims it has to payment of any sums due to a third party.
Article 22 Applicable law and disputes
22.1 The agreements between supplier and client are governed by the laws of the Netherlands. Applicability of the Vienna Convention 1980 (The United Nations Convention on Contracts for the International Sale of Goods (CISG)) is excluded.
22.2 Any disputes that may arise from an agreement between parties and/or from any further agreements deriving from this agreement are resolved by arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes (Stichting Geschillenoplossing Automatisering – SGOA – (www.sgoa.eu), this without prejudice to either party’s right to request preliminary relief in preliminary relief proceedings or arbitral preliminary relief proceedings and without prejudice to either party’s right to attach property before judgment. Arbitration proceedings take place in Amsterdam, or in any other place designated in the Arbitration Regulations.
22.3 If a dispute that arises from an agreement entered into by parties or from any further agreements deriving from this agreement is within the jurisdiction of the cantonal section of the Netherlands District Court (kantongerecht), either party is entitled, notwithstanding the provisions of article 22.2, to bring the case as a cantonal court case before the competent district court in the Netherlands. Parties are only entitled to initiate these proceedings if arbitration proceedings concerning the dispute have not yet been instituted under the provisions of article 22.2. If, with due observance of the provisions of this article 22.3, either party has brought the case before the competent district court to be heard and decided, the cantonal judge of that district court is competent to hear the case and to decide on it.
22.4 Regarding a dispute that arises from an agreement entered into by parties or from any further agreements deriving from this agreement, either party is always entitled to institute ICT mediation proceedings in accordance with the ICT Mediation Regulations of the Foundation for the Settlement of Automation Disputes (Stichting Geschillenoplossing Automatisering – SGOA – (www.sgoa.eu). The other party is then obliged to actively participate in the ICT mediation proceedings that have been instituted. This legally enforceable obligation in any case includes having to attend at least one joint meeting of mediators and parties, in order to give this extrajudicial form of dispute resolution a chance of success. Either party is free to terminate the ICT mediation proceedings at any time after this first joint meeting of mediators and parties. The provisions of this paragraph do not prevent either party, if this party deems doing so necessary, from requesting preliminary relief in preliminary relief proceedings or in arbitral preliminary relief proceedings nor do they prevent either party from attaching property before judgment.
Section 2. Standard clauses on data processing
The provisions in this section ‘Standard clauses on data processing’ apply, apart from the General provisions of these general terms, if supplier processes personal data, in the context of the performance of an agreement, for the controller(s) as (sub)processor as meant in the laws and regulations on personal data protection. These ‘Standard clauses on data processing’ together with the practical arrangements made on personal data processing in the separate Data Processing Agremeement) form a processing agreement as meant in article 28, paragraph 3 of the General Data Protection Regulation (GDPR).
Article 23 General
23.1 Supplier processes the personal data on client’s behalf and in accordance with the written instructions agreed on by supplier and client.
23.2 Client, or client’s client, is the controller in the sense of the GDPR, has control over the processing of personal data and has established the purpose of and the means for the personal data processing.
23.3 Supplier is processor in the sense of the GDPR and, for that reason, has no control over the purpose of and the means for the personal data processing and, therefore, does not take any decisions on, amongst other things, the use of the personal data.
23.4 Supplier implements the GDPR as laid down in this section ‘Standard clauses on data processing’ and in the agreement. Client is responsible for assessing, on the basis of this information, whether supplier offers adequate guarantees with respect to applying appropriate technical and organisational measures for the processing to meet the requirements posed by the GDPR and to adequately safeguard the protection of the data subjects’ rights.
23.5 Client guarantees vis-à-vis supplier that it acts in compliance with the GDPR, that its systems and infrastructure are at any time appropriately secured and that the content, the use and/or the processing of the personal data are not unlawful and do not breach any third party rights.
23.6 Client is not entitled to seek recovery from supplier of an administrative fine imposed on client by the supervisory authority, on whatever legal ground. In the present section (Section 2) ‘supervisory authority’ is understood to mean the supervisory authority referred to in the GDPR.
Article 24 Security
24.1 Supplier takes all the technical and organisational security measures described in the agreement. When implementing these technical and organisational measures, supplier has taken into account the state of the art, the costs involved in implementing the security measures, the nature, scope and context of the processing, the nature of its products and
services, the processing risks and the varying risks, in terms of likelihood and severity, posed to the rights and freedoms of the data subjects that supplier could expect in view of the use
intended to be made of its products and services.
24.2 Unless explicitly stated otherwise in the agreement, supplier’s product or service is not intended for processing special categories of personal data or data relating to convictions under
criminal law or criminal offenses.
24.3 Supplier endeavours to ensure that the security measures to be taken by supplier are appropriate for the use of the product or service intended by supplier.
24.4 The security measures described offer a security level, in client’s opinion and taking the factors referred to in article 24.1 into account, appropriate to the risk involved in processing personal data used or provided by client.
24.5 Supplier may adjust the security measures implemented if this should be required, in supplier’s opinion, to continue to offer an appropriate security level. Supplier keeps a record of important adjustments and informs client of these adjustments where relevant.
24.6 Client may request supplier to implement further security measures. Supplier is not obliged to implement any adjustments in its security measures following such request. Supplier may charge client for the costs involved in implementing the adjustments requested by client. Supplier is not obliged to actually implement these adjusted security measures before the security measures requested by client have been agreed on in writing.
Article 25 Personal data breaches
25.1 Supplier does not guarantee that the security measures are effective in all circumstances. If supplier discovers a personal data breach, supplier informs client of this without undue delay. The agreement stipulates in which way supplier informs client of personal data breaches. If no specific arrangements have been agreed on, supplier contacts the client’s contact person in the usual way.
25.2 It is up to the controller – i.e. client or client’s client – to assess whether the personal data breach reported by supplier must be reported to the supervisory authority or the data subject. Reporting personal data breaches is, at any time, controller’s – i.e. client’s or client’s client’s – responsibility. Supplier is not obliged to report personal data breaches to the supervisory authority and/or the data subject.
25.3 Where required, supplier provides further information on the personal data breach and renders assistance in providing the information to client that client needs to report a breach to the supervisory authority or the data subject.
25.4 Supplier may charge client for the costs involved in this context, within reason and at supplier’s current rates.
Article 26 Confidentiality
26.1 Supplier ensures that the obligation to observe confidentiality is imposed on any person processing personal data under supplier’s responsibility.
26.2 Supplier is entitled to provide personal data to third parties if and insofar as this should be required pursuant to a judicial decision or a statutory requirement, on the basis of an authorised order by a public authority or in the context of the proper performance of the agreement.
Article 27 Obligations following termination
27.1 In the event the processing agreement ends, supplier deletes, within the period of time agreed on in the agreement, all personal data received from client that it has in its possession in such a way that they can no longer be used and are rendered inaccessible, or, if agreed on, returns these data to client in a machine readable format.
27.2 Supplier may charge client for any costs possibly incurred in the context of the stipulation in the previous paragraph. Further arrangements on this may be laid down in the agreement.
27.3 The provisions of article 27.1 do not apply if statutory provisions should prohibit supplier to delete the personal data or return these, in part or in full. In such event supplier only continues to process the personal data insofar as required under its statutory obligations. The provisions of article 27.1 do not apply either if supplier is a controller in the sense of the GDPR with respect to the personal data.
Article 28 Data subjects’ rights, Data Protection Impact Assessment (DPIA) and audit
28.1 Where possible, supplier renders assistance in reasonable requests by client that are related to data subjects exercising their rights against client. If supplier is directly contacted by a
data subject, supplier refers this data subject to client, whenever possible.
28.2 If client should be obliged under the GDPR to carry out a Data Protection Impact Assessment (DPIA) or a prior consultation following this, supplier renders assistance, at client’s reasonable request, in this DPIA or prior consultation.
28.3 At client’s request, supplier provides all information that would be reasonably required to demonstrate compliance with the arrangements laid down in the agreement with respect to
personal data processing, for example by means of a valid Data Pro Certificate or another certificate at least equal to it, an audit report (Third Party Memorandum) drafted by an independent expert commissioned by supplier or by means of other information to be provided by supplier. If client should nevertheless have reasons to assume that the personal data are not processed in accordance with the agreement, client may commission an audit, no more than once per year and at client’s expense, by an independent, certified external expert who has demonstrable experience in the type of data processing that is carried out under the agreement. Supplier is entitled to refuse an expert if this expert affects, in supplier’s opinion, supplier’s competitive position. The audit is limited to verifying compliance with the arrangements on personal data processing as laid down in the agreement. The expert is obliged to observe confidentiality with respect to his findings and only reports issues to client which result in a failure by supplier to meet its obligations under the agreement. The expert provides supplier with a copy of his report. Supplier may refuse an expert, an audit or an instruction by the expert if this should be, in supplier’s opinion, in violation of the GDPR or other laws and regulations or if this should be an unacceptable breach of the security measures implemented by supplier.
28.4 Parties hold consultations on the findings of the report as soon as possible. Parties comply with the improvement measures proposed and laid down in the report insofar as this can be
reasonably expected from them. Supplier implements the proposed measures insofar as these are appropriate in supplier’s opinion, taking into account the processing risks associated with supplier’s product or service, the state of the art, the implementation costs, the market in which supplier operates and the intended use of the product or service.
28.5 Supplier is entitled to charge client for the costs it has incurred in the context of the provisions laid down in this article.
Article 29 Subprocessors
29.1 Supplier has stated in the agreement if and, if so, which third parties (subprocessors) supplier contracts for the processing of personal data.
29.2 Client grants supplier permission to contract other subprocessors in the performance of supplier’s obligations under the agreement.
29.3 Supplier informs client about possible changes with respect to the third parties it contracts. Client is entitled to object to said change by supplier.
Section 3. Software-as-a-Service (SaaS)
The provisions in this section ‘Software-as-a-service (SaaS)’ apply, apart from the General provisions of these general terms, if supplier performs services under the name or in the field of Software-as-a-Service (also referred to as: SaaS). For the application of these general terms, SaaS is understood to mean a service by which supplier makes functionality available to and keeps functionality available for client remotely, through the Internet or another data network, without providing client with a physical carrier with or download of the relevant underlying software.
Article 30 SaaS Implementation
30.1 Supplier provides the SaaS on client’s instructions. Client may solely use the SaaS for its own organisation or company and only insofar as required for the use intended by supplier. Client may not allow third parties to make use of the SaaS.
30.2 Supplier may adjust the content or scope of the SaaS. If such adjustments are substantive and result in a change in client’s current procedures, supplier informs client about this as soon as possible and the costs of this adjustment are at client’s expense. In this case client may serve notice of termination of the agreement (opzeggen), which termination takes effect on the date on which the adjustment takes effect, unless the adjustment is related to amendments in relevant legislation or other instructions issued by public authorities, or the adjustment
is at supplier’s expense.
30.3 Supplier may continue to provide the SaaS using a new or modified version of the underlying software. Supplier is not obliged to maintain, modify or add particular features or
functionalities of the SaaS specifically for client.
30.4 Supplier may temporarily put all or part of the SaaS out of service for preventive, corrective or adaptive maintenance services or other forms of service. Supplier ensures that the period of time during which the SaaS is out of operation does not take longer than necessary and ensures, where possible, that the service takes place at times when the SaaS is usually used least intensively.
30.5 Supplier is never obliged to provide client with a physical carrier or download of the underlying software.
30.6 If no further arrangements have been made in this regard, client itself is responsible for designing, configuring, parameterising and tuning the SaaS, converting and uploading possible data and, where required, for modifying the hardware and user environment used.
Article 31 Guarantees
31.1 Supplier does not guarantee that the SaaS is free of errors and functions without any interruptions. Supplier makes every effort to repair the errors in the underlying software referred to in article 36.3 within a reasonable period of time if and insofar as underlying software is concerned that has been developed by supplier itself and client has provided supplier with a detailed, written description of the relevant errors. In a particular case, supplier may postpone repairing errors until a new version of the underlying software is put into service. Supplier does not guarantee that errors in the SaaS that has not been developed by supplier itself are repaired. Supplier is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the SaaS. If the SaaS, or part of it, has been developed on client’s instructions, supplier may charge client for the costs incurred by repairing the error(s) at supplier’s applicable rates. Supplier is never obliged to repair other imperfections than those referred to in this article. In the event supplier is prepared to remedy other imperfections than those referred to in this article, supplier is entitled to charge client a separate fee for this.
31.2 On the basis of the information provided by supplier on measures to prevent and restrict the effects of malfunctions, errors and other imperfections in the SaaS, corruption or loss of data or other incidents, client identifies and lists the risks to its organisation or company and, where necessary, takes additional measures. Supplier declares itself prepared to render assistance, at client’s request, to the extent reasonable and according to the financial and other conditions set by supplier, with respect to further measures to be taken by client. Supplier is never obliged to recover data that have been corrupted or lost other than placing back – where possible – the most recent back-up of the data in question.
31.3 Supplier does not guarantee that the SaaS is timely adapted to
any amendments in the relevant laws and regulations.
Article 32 Commencement of the service; payment
32.1 The SaaS provided by supplier – and, where relevant, support – commences within a reasonable period of time after the agreement has been entered into. Unless agreed on otherwise, the SaaS commences by supplier client granting access to the SaaS that is made available by supplier. Client ensures that it has the facilities required to use the SaaS immediately after the agreement has been entered into.
32.2 The fee payable by client for the SaaS is included in the agreement. If no payment scheme has been agreed on, all sums related to the SaaS delivered by supplier become due and payable, in advance, per calendar month.
Article 33 Additional provisions
33.1 The following articles apply equally to the SaaS: 34.3, 34.5, 34.8, 36.1 (excluding the reference to art. 40), 36.11, 48.4, 49.1, 49.2, 62.2 and 62.4 and 63. In these articles the word
‘software’ should be read as ‘SaaS’ and the word ‘delivery’ as ‘commencement of the service’.
The (Sub-) articles with numbers missing between article 33 and 63 from the NLdigital Terms are not applicable to services rendered by Capptions)
Section 4. Software
The provisions in this section ‘Software’ apply, apart from the General provisions of these general terms, if supplier makes software and apps available to client for use, together with the relevant data or databases and/or user documentation for this software– in these general terms
together to be referred to as ‘software’ – other than on the basis of a SaaS.
Article 34 Right to use and restrictions on use
34.3 Client always strictly complies with the agreed restrictions on the use of the software, regardless of the nature or the content of these restrictions.
34.5 Supplier may require that client should only start using the software after it has received one or more codes needed for the use from supplier, from supplier’s supplier or from the producer of the software.
Article 36 Acceptance
36.1 If parties have not agreed on an acceptance test, client accepts the software in the state that it is in when delivered (‘as is, where is’), therefore, with all visible and invisible errors and
defects. If this should be the case, the software is deemed to have been accepted by client
upon delivery or, if installation by supplier has been agreed on in writing, upon completion of the installation.
36.11 Acceptance of the software in one of the ways referred to in this article results in supplier being discharged of its obligations in the context of making the software available and delivering it and, if installation of the software by supplier has also been agreed on, of its obligations in the context of installing it.
Article 48 New versions of the software
48.4 Supplier may require that client should modify its system (hardware, web browser, software and the like) if this should be necessary for the proper functioning of a new version of the software.
Article 49 Support services
49.1 If the services provided by supplier under the agreement include support services to users and/or administrators of the software, supplier advises – online, by telephone or by email – on the use and functioning of the software specified in the agreement. Client is obliged to specify the requests for support as comprehensively and in as much detail as possible so that supplier can respond appropriately. Supplier may set conditions with respect to the way in which support is requested and the qualifications and the number of persons eligible for support. Supplier handles properly substantiated requests for support within a reasonable period of time and in compliance with its applicable procedures. Supplier does not guarantee the correctness, completeness or timeliness of responses or of the support offered. Support services are performed on working days during supplier’s usual business hours.
49.2 If the services provided by supplier under the agreement include standby services, supplier ensures that one or more staff members are available on the days and at the times specified in the agreement. If standby services have been agreed on, client is entitled, in urgent cases, to call in the support of staff members on standby if there are serious errors, serious malfunctions and other serious imperfections in the functioning of the software. Supplier does not guarantee that these are promptly repaired.
Section 7. Advisory and consultancy services
The provisions in this section ‘Advisory and consultancy services’ apply, apart from the General provisions of these general terms, if supplier provides services in the field of advice and consultancy, which services are not provided under client’s direction and supervision.
Article 51 Performance of advisory and consultancy services
51.1 Supplier performs the advisory and consultancy services in a fully independent manner, at its own discretion and without client’s supervision and directions.
51.2 Supplier does not commit to a completion time of the assignment because the completion time of an assignment in the field of advisory or consultancy services depends on various factors and circumstances, such as the quality of the data and the information provided by client and the assistance rendered by client and relevant third parties.
51.3 Supplier only performs its services on supplier’s usual working days and during supplier’s usual business hours.
51.4 The use that client makes of any advisory and/or a consultancy report drafted by supplier is always at client’s risk. The burden of proof is on client to prove that the advisory and/or consultancy services or the way in which these are performed is not in compliance with that which has been agreed on in writing or that which may be expected from a competent supplier acting reasonably, without prejudice to supplier’s right to provide evidence to the contrary, using any legal means.
51.5 Without supplier’s prior written permission, client may not inform any third party about supplier’s way of working, methods and techniques and/or the content of supplier’s recommendations or reports. Client may not provide supplier’s recommendations or reports to a third party or otherwise make supplier’s recommendations or reports public.
Article 52 Reporting
52.1 Supplier periodically informs client, in the manner agreed on in writing, about the performance of the services. Client informs supplier, in advance and in writing, about circumstances of importance or circumstances that could be of importance to supplier, such as the manner of reporting, the issues to be addressed, client’s prioritisation, the availability of client’s resources and staff, and special facts or circumstances or facts or circumstances of which supplier is possibly unaware. Client ensures that the information provided by supplier is spread and actually taken notice of within client’s organisation or company and client assesses this information, also on this basis, and informs supplier of this.
Article 53 Payment
53.1 If no payment scheme has been explicitly agreed on, all sums related to the services provided by supplier as meant in this section become due and payable, in arrears, per calendar
(Articles 54 through 58 from the NLdigital Terms are not applicable to services rendered by Capptions)
Section 9. Training courses
The provisions in this section ‘Training courses’ apply, apart from the General provisions of these general terms, if supplier provides services, under whatever name and in whatever way – for example in electronic form – in the field of education, courses, workshops, trainings, seminars and the like (hereinafter to be referred to as: training courses).
Article 59 Registration and cancellation
59.1 Registration for a training course must take place in writing and is binding following its confirmation by supplier.
59.2 Client is responsible for the choice and suitability of the training course for the participants. A participant’s lack of the required prior knowledge does not affect client’s obligations under the agreement. Client may replace a training course participant by another participant following supplier’s written permission.
59.3 If, in supplier’s opinion, the number of registrations should give rise to this, supplier is entitled to cancel the training course, to combine it with one or more training courses or schedule it on a later date or at a later time. Supplier reserves the right to change the location of the training course. Supplier is entitled to change the training course in organisational terms and in terms of content.
59.4 If client or a participant cancels participation in a training course, the consequences of the cancellation are governed by supplier’s applicable rules. In any case, cancellation must take place in writing and prior to the training course or the part of the training course concerned. Cancellation or non-attendance does not affect client’s payment obligations under the
Article 60 Training courses
60.1 Client accepts that supplier determines the content and the scope of the training course.
60.2 Client informs the participants about the obligations under the agreement and the rules of conduct and other rules prescribed by supplier for participation in the training course, and client ensures compliance by participants with these obligations and rules.
60.3 If supplier uses its own hardware or software in the training course, supplier does not guarantee that this hardware or software is free of errors and operates without interruption. If the training course is at client’s premises, client ensures that an appropriate classroom and properly operating hardware and software are available. In the event the facilities at client’s premises appear not meet the requirements and the quality of the training course, therefore, cannot be guaranteed, supplier is entitled not to start or to shorten the training course or to stop it altogether.
60.4 The agreement does not include administering an exam or a test.
60.5 Client is separately charged for the documentation, training materials or training resources made available or produced for the training course. This also applies for possible training course certificates or duplicates of training course certificates.
60.6 If the training course takes place as an e-learning training course, the provisions of the section ‘Software-as-a-Service (SaaS)’ apply mutatis mutandis as much as possible.
Article 61 Price and payment
61.1 Supplier may require that client should pay the sums due prior to the start of the training course. Suppler may exclude participants from participating in the training course if client fails
to ensure the payment is made in time, without prejudice to any other rights supplier may have.
61.2 If supplier has carried out a preliminary study to make a training course plan or has given training course recommendations, client may be separately charged for any costs involved.
61.3 Unless supplier has explicitly indicated that the training course is VAT exempt within the meaning of article 11 of the Turnover Tax Act 1968, VAT is payable on client’s payment. Supplier is entitled to adjust its prices after the agreement has been entered into in the event of any changes in the VAT regime for training courses as this applies under or pursuant to the law.
(Articles 62 through 76 from the NLdigital Terms are not applicable to services rendered by Capptions)
Section 10. Hosting
The provisions in this section ‘Hosting’ apply, apart from the General provisions of these general terms, if supplier provides services, under whatever name, in the field of hosting and hosting-related services.
Article 62 Hosting services
62.2 If the agreement’s object is to make hard disk space available, client may not exceed the agreed disk space unless the agreement explicitly arranges for the consequences of doing so. The agreement pertains to making disk space available on a server specifically reserved for client only insofar as this has been explicitly agreed in writing. All use of disk space, data traffic and other use made of systems and infrastructure is restricted to the maximums agreed on by parties. Data traffic that is not used by client in a given period may not be transferred to a subsequent period. If the agreed maximums are exceeded, supplier charges client for an additional compensation at its applicable rates.
62.4 Only if this has been explicitly agreed in writing, the agreement’s object also is to ensure security, back-up, contingency and recovery services or to make these available.
Article 63 Notice and Take Down
63.1 At all times, client acts with due care and does not act unlawfully vis-à-vis third parties, more in particular by respecting the intellectual property rights and other rights of third parties and the privacy of third parties, by refraining from spreading information in a manner that is in violation of the law, from granting unauthorised access to systems and from spreading viruses or other harmful programs or data, and by refraining from committing criminal offenses and violating any other legal obligations.
63.2 To prevent liability to third parties or limit the consequences, supplier is always entitled to take measures with respect to an act or omission of or at client’s risk. At supplier’s first request in writing, client promptly removes data and/or information from supplier’s systems. If client fails to do so, supplier is entitled, at its own option, to delete the data and/or information itself or to make access to the data and/or information impossible. In addition, in the event of a breach or an imminent breach of the provisions of article 63.1, supplier is entitled to deny client access to supplier’s systems with immediate effect and without prior notice. All of this is without prejudice to supplier taking any other measures or exercising any other statutory and contractual rights with respect to client. Supplier is also entitled in this case to terminate the agreement by serving notice of termination (opzeggen) with immediate effect without being
liable to client for doing so.
63.3 Supplier cannot be expected to form an opinion on the validity of the claims of third parties or of client’s defence, or to become involved, in any way whatsoever, in any dispute between a third party and client. Client is to deal with the relevant third party in this matter and is to inform supplier in writing, properly substantiated and supported by documents.