Terms & Conditions TSG Group B.V.

Article 1 General

1.1 The users of these General Terms and Conditions are the companies belonging to TSG Group B.V., established in Eindhoven, namely InnoteQ Technical Projects B.V., Essempio B.V. (TSG InnoteQ), Total Support B.V. (TSG Engineering), Finetic B.V. and TSG Group B.V. All these companies are established in Eindhoven and have their offices at Furkapas 8 (5624 MD), Eindhoven, the Netherlands.
1.2 In these General Terms and Conditions, “Client” means the party at whose instruction and for whose account services are performed or goods are delivered by one of the aforementioned companies.

Article 2 Applicability of general terms and conditions, offer and agreement

2.1 These General Terms and Conditions apply to all offers and agreements under which one of the companies referred to in Article 1.1 supplies goods and/or services of any nature whatsoever to the Client, even if such goods or services are not (further) described in these terms and conditions, unless the parties have expressly agreed otherwise in writing. All offers are without obligation.
2.2 An agreement is entered into each time between, on the one hand, the Client and, on the other hand, one of the companies referred to in Article 1.1 (hereinafter: the “TSG Company”), being the TSG Company that issues the quotation (and with which the agreement is concluded), even if parts of the agreement are performed by another TSG Company.
2.3 Any purchasing conditions or other terms and conditions of the Client do not apply, unless these have been expressly accepted in writing by the TSG Company.
2.4 Which provisions of these General Terms and Conditions apply to the legal relationship with the Client depends on the nature of the goods or services to be supplied.
2.5 In the context of issuing a quotation and concluding an agreement, the TSG Company stores data that partly falls under the GDPR. The legal basis for processing such personal data is the conclusion of an agreement. The natural person whose data is stored (the contact person and/or authorised representative of the Client) has all rights regarding their personal data under the GDPR, including the right of access, rectification, completion and erasure (“right to be forgotten”).

A. APPLICABLE TO ALL AGREEMENTS

Article 3 Price and payment

3.1 All prices and amounts are exclusive of VAT and other levies imposed by the government.
3.2 Any cost estimate issued by the TSG Company, or any budget communicated by the Client, is not binding unless the agreement provides otherwise.
3.3 The TSG Company is entitled to adjust prices and amounts annually as of 1 January of each year. The TSG Company will inform the Client of such adjustment no later than 1 December.
3.4 If a project is significantly delayed due to circumstances within the Client’s sphere of risk, the TSG Company is entitled to adjust the agreed prices to reflect increases in purchase prices and labour costs that have occurred in the meantime.
3.5 All invoices must be paid by the Client within 30 days after the invoice date, unless a different payment term has been agreed in writing. Payment will be made without any deduction, set-off or suspension for any reason whatsoever.
3.6 If the Client does not pay the amounts due within the agreed period, the Client will, without any notice of default being required, owe interest on the outstanding amount at 2.5% per month.
3.7 If, after notice of default, the Client remains in default:

• the Client will owe extrajudicial collection costs amounting to 15% of the invoice amount, increased by the interest referred to in paragraph 3.6, with a minimum of €150.00;
• the claim may be handed over for collection and the TSG Company will be entitled, without further notice of default, to suspend the performance of the agreement.

3.8 If the creditworthiness of the Client gives reason to do so, the TSG Company may require additional security. Failing this, the TSG Company is entitled to suspend the performance of the agreement.

Article 4 Confidential information

4.1 Each party will take all reasonable precautions to keep confidential information of the other party secret.
4.2 Confidential information includes not only information explicitly marked as confidential, but also information of which a party should reasonably understand that it is confidential. Software made available is always considered confidential.
4.3 Any non-disclosure agreement (NDA) concluded between the TSG Company and the Client prior to the agreement remains fully in force.

Article 5 Retention of title

5.1 Items or goods delivered to the Client remain the property of the TSG Company until all amounts due in relation to the assignment/agreement have been paid in full by the Client.

Article 6 Cooperation by the Client

6.1 Due to the need for the Client’s cooperation in performing this agreement, the Client will, at the TSG Company’s request, timely provide all useful and necessary data or information. If the Client fails to meet this obligation, the Client is liable for the additional costs incurred by the TSG Company as a result. If it has been agreed that the Client will provide equipment, materials or data on data carriers, via a portal or in the cloud, these must meet the specifications necessary to perform the work.
6.2 If the Client does not comply with the obligations referred to above, the TSG Company is entitled, after informing the Client, to suspend the performance of the agreement. In that case, the TSG Company is not liable for any damage suffered by the Client as a result. In addition or alternatively, the TSG Company is entitled to compensation for damage caused by the Client’s failure to provide the agreed cooperation, on time and/or in full.

Article 7 Delivery periods

7.1 Any (delivery) periods stated by the TSG Company are indicative and established to the best of its knowledge. If the (delivery) period is exceeded, the TSG Company will inform the Client as soon as possible.
7.2 Any delivery periods agreed between the parties are never strict deadlines (“fatal terms”).

Article 8 Intellectual property rights

8.1 The intellectual property rights to designs created, equipment developed, software supplied, designs, drawings and websites produced by the TSG Company vest and remain vested in the TSG Company, unless it has been explicitly agreed in writing that the Foreground IP will be transferred to the Client. The Client only obtains a non-transferable right of use to the developed Foreground IP after payment of all invoices sent by the TSG Company, including any invoices for additional work.
8.2 The TSG Company and its affiliated companies may use its IP rights without limitation in connection with other projects.
8.3 If it has been explicitly agreed in the agreement that the intellectual property rights to the Foreground IP will be transferred, this is subject to the condition that the TSG Company remains entitled to use, further develop and/or exploit the underlying components and designs for other purposes.
8.4 Transfer of IP rights will only take place after payment of all invoices sent by the TSG Company, including any invoices for additional work.
8.5 The TSG Company is entitled to use the Client’s name and/or logo for commercial purposes, to mention its name on products developed for the Client (including a website), and to use images of products developed for the Client.

Article 9 Additional work and changes

9.1 If and insofar as, during the performance of the agreement, there are changes to or additions to the originally agreed deliveries or activities, such work will be paid for by the Client on the basis of the hourly rates agreed between the parties and/or on the basis of the rates customarily used by the TSG Company.

Article 10 Liability

10.1 The TSG Company will use its best efforts to perform the agreed work to the best of its knowledge and ability, in accordance with the requirements of good workmanship and what may be expected under the agreement concluded with the TSG Company.
10.2 The Client guarantees the quality and completeness of the data made available to the TSG Company. The TSG Company is not liable for damage caused by incompleteness or defects in information provided by or on behalf of the Client.
10.3 The TSG Company is only liable for direct damage and only if:
a. it culpably fails to fulfil its obligations under the agreement(s) concluded with the Client as a result of intent or gross negligence; and
b. the event causing the damage is covered under its professional liability insurance and/or public liability insurance, up to the amount (increased by any deductible) actually paid out by the insurer.
10.4 “Direct damage” is limited to:
a. the reasonable costs the Client would have to incur to have the TSG Company’s performance comply with the agreement;
b. the reasonable costs incurred to determine the cause and extent of the damage, insofar as such determination relates to direct damage within the meaning of these terms;
c. the reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have resulted in limitation of direct damage within the meaning of these terms.
10.5 If the event causing the damage:
a. falls under the professional liability insurance, the maximum liability is €250,000 per claim and €500,000 per insurance year;
b. falls under the public/company liability insurance, the maximum liability is €5,000,000 per claim and €10,000,000 per insurance year.
10.6 Outside the cases referred to in Articles 10.4 and 10.5, the TSG Company has no liability whatsoever for compensation for damage, regardless of the basis of any claim. The maximum amounts referred to in Articles 10.4 and 10.5 do not apply if and insofar as the damage is the result of intent or gross negligence of the statutory management of the TSG Company.
10.7 Liability of the TSG Company due to attributable failure to perform arises only if the Client promptly and properly notifies the TSG Company in writing of default, setting a reasonable period to remedy the failure, and the TSG Company continues to fail culpably after that period. The notice of default must contain as detailed a description as possible of the failure, so that the TSG Company can respond adequately.
10.8 A condition for any right to compensation is that the Client reports the damage to the TSG Company in writing as soon as possible. Such report must be made as soon as possible, but no later than 14 days after the Client has discovered the damage (or could reasonably have discovered it) or could reasonably have suspected that the damage was caused by an attributable failure of the TSG Company.
10.9 The Client indemnifies the TSG Company against all third-party claims due to product liability as a result of a defect in a product or system supplied by the Client to a third party, which product or system also consisted of equipment, software or other materials supplied by the TSG Company, unless and insofar as the Client proves that the damage was caused by such equipment, software or other materials. The Client also indemnifies the TSG Company against all third-party claims due to (possible) infringements of intellectual property rights, unless an investigation of such rights is explicitly part of the agreement.
10.10 The TSG Company's liability coverage is limited to claims governed by the law of one of the Member States of the European Union or one of the countries of the United Kingdom and over which the court and/or arbitrator of one of those Member States or countries has jurisdiction.

Article 11 Protection of employees (non-solicitation)

11.1 Unless the TSG Company has expressly granted written permission, the Client is not permitted to have employees of the TSG Company, directly or indirectly, whether paid or unpaid, whether employed or not, perform work for it (or its affiliated companies), nor to employ such employees, during the term of the agreement or within one year after termination of the agreement. This prohibition applies only to those employees of the TSG Company with whom the Client has cooperated in the performance of the agreement.
11.2 If the Client acts in breach of paragraph 11.1, the Client forfeits to the TSG Company a penalty of €50,000 for each breach and €2,500 for each day the breach continues, without prejudice to the TSG Company’s right to claim actual damages instead of the penalty.

Article 12 Force majeure

12.1 Neither party is obliged to fulfil any obligation, including any statutory and/or agreed warranty obligation, if it is prevented from doing so as a result of force majeure.
12.2 Force majeure on the part of the TSG Company includes, inter alia: (I) force majeure of suppliers of the TSG Company, (II) failure by suppliers prescribed by the Client to properly fulfil their obligations, (III) defects in items, equipment, software or materials of third parties whose use has been prescribed by the Client, (IV) government measures, (V) power failure, failure of internet, data network or telecommunication facilities, (VI) war and (VII) general transportation problems.

Article 13 Continuing agreements and termination

13.1 If a continuing agreement is entered into between the Client and the TSG Company (i.e. an agreement that does not oblige a one-off performance but ongoing, recurring or successive performances), then:
a. the agreement is entered into for a term of 12 months;
b. unless terminated in writing no later than 1 month before expiry of the term referred to above, it will be extended each time by 1 month, unless different arrangements regarding termination and extension have been agreed in writing;
c. in the event of the Client’s bankruptcy, the TSG Company is entitled to terminate the agreement with immediate effect without notice of default; the same applies if the Client files for its own bankruptcy.
13.2 If either party culpably fails to fulfil its obligations under an agreement concluded between the parties, the other party is entitled, after written demand and notice of default, to suspend its obligations or to dissolve the agreement, while the defaulting party remains obliged to compensate the damage.

Article 14 General terms and conditions of suppliers

14.1 If, within the framework of the agreement concluded with the Client, the TSG Company enters into an agreement with a third party (such as for web hosting or domain registration), the general terms and conditions of that third party also apply to that part of the agreement between the Client and the TSG Company.

Article 15 Privacy and data processing

15.1 If necessary for the performance of the agreement, the Client will, at the TSG Company’s request, inform the TSG Company in writing about the manner in which the Client fulfils its obligations under legislation on the protection of personal data.
15.2 The Client indemnifies the TSG Company against claims by persons whose personal data have been recorded or are processed in the context of personal data registration processed by the Client, in the context of a registration maintained by the Client or for which the Client is otherwise responsible under law or regulation, unless the Client proves that the facts underlying a claim are attributable to the TSG Company or fall within its sphere of risk.
15.3 Responsibility for the data processed by the Client using a service of the TSG Company lies entirely with the Client. The Client warrants towards the TSG Company that the content, use and/or processing of the data is not unlawful and does not infringe any third-party right. The Client indemnifies the TSG Company against any legal claim by a third party (including fines imposed by authorities), on any grounds whatsoever, in connection with such data or the performance of the agreement.
15.4 If a data processing agreement (processor agreement) has been concluded between the Client and the TSG Company, the provisions of that agreement apply.

Article 16 Applicable law and disputes

16.1 The agreements between the TSG Company and the Client are governed by Dutch law.
16.2 Any disputes arising from or in connection with an agreement between the parties will, insofar as not resolved amicably, be submitted, to the exclusion of any other court, to the competent court in ’s-Hertogenbosch (District Court of Oost-Brabant). Notwithstanding the foregoing, the TSG Company has the right to submit a dispute to the competent court in the Client’s place of residence.

B. ADDITIONALLY APPLICABLE TO CONSULTANCY

(Applicable if the agreement includes that work performed by employees is compensated on an hourly basis, including consultancy services)

Article 17 Overtime and work outside normal office hours

17.1 The hourly rates of the employees of the TSG Company to be deployed are laid down in the agreement to be concluded with the Client.
17.2 Unless agreed otherwise, in the case of (necessary) overtime (whether or not at the offices of the TSG Company), meaning when employees work more than 40 hours in a week and/or work is performed outside normal office hours, the following rates apply:

• weekdays up to 24:00: normal rate x 125%
• weekdays after 24:00 and on Saturdays: normal rate x 150%
• Sundays and public holidays: normal rate x 200%
• shifted hours: normal rate x 125%

17.3 Notwithstanding Article 11 of these terms, an agreement that includes work remunerated on an hourly basis is not entered into for a term of 12 months, but for the duration of the project, or for another term to be determined in the agreement/order confirmation. The other parts of Article 11 remain applicable.

Article 18 Travel and accommodation expenses

18.1 Travel expenses up to 25 km incurred in the context of the agreement will be reimbursed by the Client at €0.40 per kilometre. For distances above 25 km, an amount of €50.00 will be charged.
18.2 Accommodation expenses will be paid by the Client insofar as agreed.

Article 19 Working conditions

19.1 If an employee of the TSG Company must incidentally or regularly perform work at the Client’s premises, the Client shall ensure that the employee can perform their work in a working environment that complies with all occupational health and safety requirements.

Article 20 Miscellaneous

20.1 In the absence of the employee of the TSG Company, the TSG Company will provide a replacement if the progress of the project makes this necessary.
20.2 If the employee of the TSG Company works under the direction and supervision of the Client:

• the Client provides all necessary information needed to assess whether the remuneration of the TSG employee meets the requirements of the hirer’s pay;
• the TSG Company is not responsible for the employee’s results;
• the Client informs the TSG Company as soon as possible of any issues with the TSG employee.

20.3 If the employee of the TSG Company works under the direction and supervision of the Client, then, in deviation from Article 10.3 above, the TSG Company is only liable for direct damage intentionally caused by that employee, with a maximum of €100,000.

C. ADDITIONALLY APPLICABLE TO SOFTWARE DEVELOPMENT

(Applicable to software development, including UX/UI design, web applications, embedded software, search engine optimisation (SEO), Google Ads (SEA))

Article 21 Scope of services/assignment

21.1 The scope of services will be described as accurately as possible in an agreement or order confirmation.

Article 22 Software development and related services

22.1 If the agreement (also) aims for the TSG Company to develop a website for the Client, the following applies:
a. The Client undertakes to provide, at the TSG Company’s request, all data needed to build the agreed website, and guarantees the accuracy and completeness thereof.
b. The material (texts, photos, graphic material) provided by the Client to the TSG Company is the property of the Client. The Client may not use, without a licence, material in respect of which third parties hold intellectual property rights.
c. The TSG Company is not liable for third-party claims due to infringement of intellectual property rights. The Client is responsible for the content (such as text) on its website.
d. The Client indemnifies the TSG Company against third-party claims, on any grounds whatsoever.
e. Unless the work is not suitable for this, the TSG Company is at all times entitled to have its name stated on or near the work, or to have it removed, and the Client is not permitted to publish or reproduce the work without mentioning the name of the TSG Company without prior consent.
f. Unless agreed otherwise, all working drawings, illustrations, prototypes, designs, design sketches, films and other materials or (electronic) files created by the TSG Company in connection with the assignment remain the property of the TSG Company, regardless of whether they have been provided to the Client or to third parties.
g. After completion of the assignment, neither the Client nor the TSG Company has any duty to retain the materials and data used.
h. Additional services such as website maintenance, domain name registration, web hosting, SEO or SEA form part of the parties’ arrangements only if explicitly included in the agreement or order confirmation.
i. The TSG Companies do not in any way guarantee that SEO or SEA services will lead to increased turnover or increased brand awareness of the Client, as such results also depend on efforts to be made by the Client after delivery.

D. ADDITIONALLY APPLICABLE TO SOFTWARE AS A SERVICE (SaaS), INCLUDING A CONTENT MANAGEMENT SYSTEM

Article 23 Content Management System

23.1 If the agreement concluded between the parties includes the use of a SaaS service, including a CMS (Content Management System), the following also applies:
a. The Client is granted a non-exclusive right to use the CMS under the conditions stated in the quotation, agreement or order confirmation, within the limits of Article 8 of these General Terms and Conditions.
b. The licence fee also includes the right to updates of the CMS and the implemented modules.
c. The Client is only granted the right of use during the licence period; all intellectual property rights remain vested in the TSG Company.
d. The TSG Company reserves the right to modify the underlying software and is not obliged to maintain versions, functionalities and/or modules.
e. The TSG Company may, from time to time (where possible outside normal office hours and/or during weekends), take the service out of operation for maintenance and updates. It will inform the Client in advance.
f. Unless agreed otherwise, the Client will configure the service for its own use (set-up, configuration, data conversion, etc.).
g. The TSG Company does not guarantee that the SaaS service operates without interruptions. It will use its best efforts to remedy any errors in the software used within a reasonable period, provided that the Client reports any error in detail by email.
h. Use of the CMS by the Client is entirely at the Client’s risk.

Article 24 Right of use and restrictions on use of software

24.1 The TSG Company makes the agreed software available to the Client for use for the term of the agreement on the basis of a user licence (within the limits of Article 8). The right of use is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
24.2 The obligation to make available and the Client’s right of use relate exclusively to the object code of the software. The Client’s right of use does not extend to the source code. The source code and technical documentation created during development will not be made available to the Client, even if the Client is willing to pay for it. Source code will only be provided to the Client against payment if the software is custom-made.
24.3 If the parties have agreed that the software may only be used in combination with certain equipment, the Client is entitled, in the event of a malfunction of the equipment, to use the software on other equipment with the same qualifications for the duration of the malfunction.
24.4 The TSG Company may require that the Client does not put the software into use until the Client has obtained one or more codes required for use from the TSG Company (through its agency) or the producer of the software.
24.5 The Client may use the software exclusively in and for the benefit of its own business or organisation, and only insofar as necessary for the intended use. The Client will not use the software for the benefit of third parties.
24.6 The Client is never permitted to sell, rent, transfer or otherwise dispose of the software, the associated usage codes and the media on which the software is or will be recorded, nor to grant limited rights therein, nor to make these available to a third party in any way, for any purpose or under any title whatsoever. Nor will the Client give a third party access (remotely/online) to the software or host the software with a third party, even if the relevant third party uses the software solely for the benefit of the Client.
24.7 Unless agreed otherwise, the TSG Company is not obliged to maintain the software and/or provide support to users and/or administrators. If, contrary to the above, the TSG Company is requested to provide maintenance and/or support, the TSG Company may require the Client to enter into a separate written agreement.

E. ADDITIONALLY APPLICABLE TO DEVELOPMENT OF MACHINES, PRODUCTS, TOOLS AND/OR SOFTWARE

Article 25 Requirements specification and delivery

25.1 The requirements the item to be designed or developed must meet will be recorded in advance as accurately as possible in a requirements specification (“programme of requirements”).
25.2 If the requirements specification is amended at the Client’s request (whether or not following advice from the TSG Company), any additional costs will be charged to the Client.
25.3 The work is deemed delivered if:
a. the Client has approved the work;
b. the work is taken into use by the Client;
c. the TSG Company has informed the Client in writing or electronically that the work is completed and the Client has not, within 14 days, stated in writing or electronically that the work is not approved;
d. the Client does not approve the work due to minor defects that do not prevent use of the work and the TSG Company remedies the defects within 30 days.
25.4 If the Client does not approve the work, this must be done with a detailed written or electronic statement of reasons.
25.5 Unless another term has been agreed, the TSG Company warrants proper performance for a period of three months after delivery. Any shortcomings in performance that come to light during the warranty period will be remedied by the TSG Company.
25.6 The warranty does not cover defects caused by:
a. normal wear and tear;
b. improper use;
c. maintenance not performed or performed incorrectly;
d. installation, assembly, modifications or repairs by the Client itself or a third party engaged by it (including defects resulting from software changes not made by the TSG Company).

Article 26 Agile development

26.1 Articles 25(1) and 25(2) do not apply if the parties choose Agile development. In that case, the parties accept: (i) that the work will not be performed at the start on the basis of complete or fully elaborated specifications; and (ii) that specifications agreed (whether or not at the start) may be adjusted during the performance of the agreement in mutual consultation, taking into account the project approach belonging to the relevant development method.
26.2 Before the start of performance, the parties will form one or more teams consisting of representatives of both the Client and the TSG Company.
26.3 The team ensures short and direct communication lines and regular consultation.
26.4 The parties provide the agreed capacity (FTEs) of team members, in the roles and with the knowledge, experience and decision-making authority necessary for performance of the agreement.
26.5 The parties accept that the agreed capacity is at least required for the success of the project.
26.6 The parties will use their best efforts to keep key persons already deployed available until the end of the project as much as reasonably possible, unless circumstances beyond the control of the relevant party arise.
26.7 During performance, the parties will jointly and in mutual consultation make decisions regarding the specifications applicable to the next phase and/or next partial development.
26.8 The Client accepts the risk that the software and/or website does not necessarily meet all specifications.
26.9 The Client ensures continuous, active involvement and cooperation of relevant end users, including with respect to testing and further decision-making.
26.10 The Client guarantees prompt decision-making regarding progress decisions to be taken during performance. In the absence of timely and clear progress decisions by the Client in accordance with the project approach of the development method concerned, the TSG Company is entitled — but not obliged — to take the decisions it deems appropriate.
26.11 If the parties agree on one or more test moments, testing will be performed solely on the basis of objective, measurable and pre-agreed criteria (such as compliance with development standards). Errors or other imperfections will only be remedied if the responsible team decides to do so and will be implemented in a subsequent iteration. If an additional iteration proves necessary, the costs thereof are for the Client. After the final development phase, the TSG Company is not obliged to carry out remedial activities in respect of errors or other imperfections, unless expressly agreed otherwise in writing.

F. ADDITIONALLY APPLICABLE TO OTHER SERVICES

Article 27 Service Level Agreement (SLA)

27.1 Any arrangements regarding a service level (Service Level Agreement) are only agreed explicitly in writing. The Client will always inform the TSG Company without delay of all circumstances that affect or may affect the service level and its availability.
27.2 If service level arrangements have been made, the availability of delivered software, hardware, systems and related services will always be measured in such a way that any downtime announced in advance by the TSG Company due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances outside the control of the TSG Company, are disregarded. In the absence of counter-evidence to be provided by the Client, the availability measured by the TSG Company will constitute full proof.

Article 28 Back-up

28.1 If the services to the Client include making back-ups of the Client’s data, the TSG Company will, in accordance with the periods agreed in writing, and in the absence thereof once per week, make a full back-up of the Client’s data in its possession. In the absence of agreements on the retention period, the TSG Company will keep the back-up for the period customarily used by the TSG Company. The TSG Company will store the back-up with due care.
28.2 The Client remains responsible for compliance with all statutory administrative and retention obligations applicable to it.

Article 29 Domain name and IP addresses

29.1 If it has been agreed that the TSG Company will mediate for the Client in obtaining a domain name and/or IP address, the provisions of this article also apply.
29.2 Application, allocation and possible use of a domain name and/or IP address depend on and are subject to the applicable rules and procedures of the relevant registering authorities, including Stichting Internet Domeinregistratie Nederland (SIDN). The relevant authority decides on allocation of a domain name and/or IP address.
29.3 If the TSG Company registers a domain name in its own name for the benefit of the Client, the contractor will cooperate with requests from the Client to move, transfer or terminate the domain name.
29.4 The Client must comply with the rules set by registering authorities for application, allocation or use of a domain name. Failure to comply may result in the registering authority making the domain name inaccessible or unusable, or obliging the TSG Company to do so.
29.5 In the event of dissolution of the agreement due to the Client’s breach, the TSG Company is entitled to cancel all domain names in the Client’s name, observing a notice period of two months.

Article 30 Support services

30.1 If, under the agreement, the services of the TSG Company also include support to users and/or administrators of the software, the TSG Company will advise online, by telephone or by email on the use and functioning of the software mentioned in the agreement.
30.2 The Client will describe support requests as fully and in as much detail as possible, so that the TSG Company is able to respond adequately. The TSG Company may set conditions regarding the manner of reporting, qualifications and the number of persons eligible for support. The TSG Company will handle substantiated support requests within a reasonable period in accordance with its customary procedures. The TSG Company does not guarantee the accuracy, completeness or timeliness of responses or support provided. Support is provided on working days during the TSG Company’s normal opening hours.
30.3 If, under the agreement, the services of the TSG Company also include so-called “standby services”, the TSG Company will keep one or more staff members available on the days and at the times stated in the agreement. In that case, the Client is entitled, in urgent situations, to call upon the support of the available staff members in the event of serious malfunctions, errors and other serious defects in the functioning of the software. The TSG Company does not guarantee that these will be remedied in time.

These terms and conditions are derived from the original Dutch document. In the event of any interpretation discrepancies, the Dutch version and Dutch law prevail.

Eindhoven, October 2023