Voiped Wholesale B.V.

Definitions

• In these General Terms and Conditions, the following definitions are used:
• General Terms and Conditions: this set of general terms and conditions.

• Voiped: Voiped Wholesale B.V., having its registered office in Borger and principal place of business at Weiersstraat 1-E, 9401 ET, Chamber of Commerce number 66374596;
• Appendix/Appendices: one or more documents attached to the Agreement that are an inseparable part of the Agreement.
• Data: all data entered by the Client in the Products and data processed using the Products.
• External Products: the products and/or services produced or supplied by a party other than Voiped but that Voiped supplies to the Client.
• Proposal: a proposal made by Voiped to the Client to conclude an Agreement, which proposal includes, for example, the specification of price and delivery conditions for an order or project.
• Client: the party that concludes an Agreement with Voiped, has received a Proposal from Voiped, has signed a Proposal from Voiped or has otherwise entered into a legal relationship with Voiped.
• Agreement: any agreement that has been concluded between the Parties, including the approved Proposal and the conditions that form part of it, or any other legal relationship that the Parties have entered into.
• Parties: Voiped and the Client jointly.
• Products: the products and/or services provided by Voiped.

General and Applicability of General Terms and Conditions

• Voiped will do everything in its power to optimally facilitate use of the Products by the Client. The Products and related matters are provided on the basis of a best efforts obligation, unless and in so far as Voiped has explicitly issued guarantees.
• In the event of a discrepancy between the different language versions of the General Terms and Conditions, the Dutch version will prevail.
• These Terms and Conditions apply to all Proposals and Agreements of Voiped under which Voiped provides services and/or goods of any nature whatsoever and howsoever named to Client. By signing an Agreement with Voiped and/or by actual implementation of an (as yet) unsigned Proposal or Agreement, the Client declares to be familiar with the General Terms and Conditions and to agree to their applicability and contents.
• Terms and Conditions of Purchase or other General or other Terms and Conditions of the Client do not apply to the legal relationships that the Client enters into with Voiped.
• If one or several of the provisions of these General Terms and Conditions or this Agreement are invalid, conflict with the law or are not enforceable, this will not prejudice the validity of the other provisions. Parties will negotiate, in mutual consultation, a new provision to replace the invalid or unenforceable provision, which follows the meaning of the invalid or unenforceable provision as much as possible.
• Voiped may at all times, in all reasonableness and fairness and/or by operation of law, amend these General Terms and Conditions. New versions of the General Terms and Conditions are accepted by the Client if it continues to use the services or Products of Voiped and does not terminate the Agreement. The latest version of the General Terms and Conditions will be sent to the Client free of charge if it requests Voiped to do so. These General Terms and Conditions can also be accessed and saved via the website of Voiped: www.voiped.eu.
• For the rest, these General Terms and Conditions may only be deviated from if agreed in writing by the Parties.
• If a provision in these General Terms and Conditions conflicts with a provision in the Agreement, the provision in the Agreement will prevail.

Proposals, works and acceptance

• All proposals and other statements from Voiped are without obligation, unless specified otherwise in writing by Voiped.
• The Client guarantees the correctness and completeness of the information provided to Voiped by it or on its behalf on which Voiped has based its Proposal and will perform its work and provide its services. The Client will always take utmost care to ensure that the criteria to be met by Voiped's performance are correct and complete.
• If the Products provided do not meet the Client’s requirements and expectations, Voiped will not be liable if these requirements and expectations are not part of the Agreement or have not been approved in writing by Voiped.
• Voiped will prepare the Product for use and inform the Client accordingly. After notification of the Client, the Client will have 5 working days to inform Voiped of any errors, issues or other defects related to the Product. The Client reports all defects to Voiped, following which Voiped will make every reasonable effort to repair the Product. Only Voiped has the right to repair errors, issues or other defects of the Product. Upon completion of its effort, Voiped will again inform the Client of the possibility of using the Product and a new term of 5 working days will start.
• The Service will be considered to be accepted by the Client:
• a) as soon as the term of 5 working days as referred to in the above paragraph 4 has expired and Voiped has not received notification from the Client about defects.
• The initial term of the Agreement starts after acceptance as referred to in paragraph 5 above, unless explicitly agreed otherwise in writing.

Price and payment

• All prices stated by Voiped are exclusive of turnover tax (VAT) and other levies imposed by government authorities. Unless agreed otherwise in writing, all prices are stated in euros and the Client must make all payments in euros.
• All cost estimates and budgets issued by Voiped are only indicative in nature, unless Voiped states otherwise in writing. The Client may not derive any rights or expectations from cost estimates or budgets issued by Voiped. An available budget made known by the Client to Voiped is not considered a (fixed) price agreed between the Parties for the performance to be provided by Voiped. Only if agreed in writing between the Parties will Voiped be bound to inform the Client in case a cost estimate or budget provided by Voiped is in danger of being exceeded.
• Voiped has the right to index-link all agreed fees. Indexation is based on the CBS Service Price index (DPI), series 2010=100, in January compared to January of the previous year.
• If a supplier of External Products increases its prices, Voiped will be entitled to pass on this increase in reasonableness to the Client.
• If the Client consists of multiple natural persons and/or legal entities, each of them will be jointly and severally liable to pay the amounts due to Voiped.
• Voiped’s records will serve as complete evidence of the performance provided by Voiped and the amounts owed by the Client in return, without prejudice to the Client's right to supply evidence to the contrary.
• The Client will pay amounts due to Voiped in accordance with the terms and conditions of payment agreed or set out on the invoice. In the absence of specific conditions, the Client will pay within 14 days of the invoice date. Voiped has the right to perform the invoicing process electronically.
• If the Client fails to pay the amounts due or fails to pay them on time, the Client will owe statutory commercial interest on the outstanding amount, without any summons or notice of default being required. If the Client fails to pay the debt after summons or notice of default, Voiped may pass the claim on for collection, in which case the Client will, in addition to the total amount due, also be obliged to pay all judicial and extrajudicial expenses, including all costs charged by external experts.
• If the Client disputes an invoice or part thereof, the Client will inform Voiped of the challenge before expiry of the payment period, stating supporting motivation and, where possible, providing documentation. The part of the invoice that is not disputed by the Client must be paid before the end of the payment term and will not be part of any future dispute.
• Parties will enter into consultation about the part of the invoice disputed by the Client. If they have failed to reach agreement about the dispute within 30 days from the invoice date, each of the Parties can submit the dispute to an arbitrator.
• Parties will work together to settle the dispute as quickly as possible and will inform each other about the invoicing information registered by one of the parties, or about any other amount to be paid under the Agreement. If the disputed amount is less than 1 percent of the total (exclusive of VAT) of the relevant invoice, the total invoiced amount will be due and payable on or before the due date. If the disputed amount is more than 1 percent of the total (exclusive of VAT) of the relevant invoice, the disputed amount may be withheld until the dispute has been solved. Each of the parties will respond to any request for information from the other party within 10 days at the latest.
• If the Client fails to recover the costs from an end user, this is never a reason to refrain from paying the invoices from Voiped to the Client.

Confidentiality, data processing and security

• The Client and Voiped undertake to keep secret all data received from the other party regarding which they know or should reasonably know that they are of a confidential nature. The party that receives confidential data will use them exclusively for the purpose for which they were provided. Data will at any rate be considered confidential if they have been indicated as such by one of the Parties. Upon request, a separate confidentiality agreement drawn up by Voiped may be entered into.
• Confidential data may be provided if a statutory obligation or court order orders disclosure of the data. If it does not concern an investigation into the Client, Voiped will inform the Client of the provision of data as soon as possible.
• The Client indemnifies Voiped against claims from persons whose personal data have been registered or are processed within the framework of a registration of persons kept by the Client or for which the Client is otherwise responsible under law, unless the Client proves that the facts on which the claim is based are exclusively attributable to Voiped.
• The Client is exclusively responsible for data that are processed using a service or Product provided by Voiped or by a supplier of Voiped. The Client guarantees to Voiped that the contents, use and/or processing of the data are not illegal and do not violate any third-party right. When using a service or Product provided by Voiped or by a supplier of Voiped, the Client must conform to the “Fair use policy”. Voiped is entitled to change its policy from time to time. The Client indemnifies Voiped against any legal action of third parties for whichever reason in connection with these data or the execution of the Agreement.
• In the event that Voiped is bound to provide a form of information security under the Agreement, that security must meet the security specifications as agreed in writing between the Parties. Voiped does not guarantee that information security will be effective under all circumstances. Voiped is not responsible for the security of data if this security is actually provided by the suppliers of Voiped.
• If computer, data or telecommunication facilities are used in the performance of the Agreement or in any other way, Voiped will be entitled to assign access or identification codes to the Client. Voiped has the right to change allocated access or identification codes if this is reasonably necessary for execution of the Agreement of for reasons of security. The Client will handle these access and identification codes confidentially and with care and will only disclose them to authorised staff. Voiped will not be liable for damage or costs resulting from the use or abuse of access or identification codes, unless such abuse is the direct result of an act or omission on the part of Voiped.

Rights and reservations

• Products, service provision, work and user rights are, where appropriate, provided to the Client on the condition that the Client has fully paid all the fees due under the Agreement. In the event that the Parties have agreed a periodical payment obligation on the part of the Client for granting of a user right or the delivery of a Product, these will accrue to the Client as long as they meet their periodical payment obligation.
• Voiped may retain the goods, Products, property rights, data, documents, data files and (interim) results of the service provision by Voiped received or generated under the Agreement, despite an existing obligation to deliver or transfer, until the Client has paid all amounts due to Voiped.
• The Client authorises Voiped to use the Client's trade name and/or brand as a reference in commercial expressions and to promote Voiped and the services and goods offered by Voiped.

Intellectual Property Rights

• All intellectual property rights to websites, data files, equipment or other materials such as analyses, designs, documentation, reports, proposals and preparatory materials for the same designed or provided to the Client under the Agreement accrue exclusively to Voiped or its suppliers, unless agreed otherwise in the Agreement. The Client exclusively obtains the rights of use that are explicitly granted to it under the Agreement. A right of use accruing to the Client will be non-exclusive, non-transferable to third parties and non-sublicensable.
• The Client will not be permitted to remove or change any indication regarding the confidential character or regarding copyrights, brands, trade names or any other intellectual property right from the Products, websites, data files, equipment or materials.
• Voiped will be allowed to introduce technical provisions to protect the Products, equipment, data files, websites and suchlike in relation to an agreed restriction in the content or the duration of the right to use these objects. The Client is not allowed to remove or bypass such technical provisions or have them removed or bypassed.
• The Client guarantees that there are no third-party rights that oppose making available to Voiped any equipment, computer software, material for websites (visual material, text, music, domain names, logos, hyperlinks, etc.), data files or other materials, including design materials, intended for use, processing, installation or integration (e.g. in a website). The Client indemnifies Voiped against any third-party claim based on the assertion that such availability, use, maintenance, processing, installation of incorporation infringes any right of that third party.
• If the use of software is part of a Product, the Client will obtain a non-exclusive, non-assignable and revocable right to use the relevant software in so far as necessary to use the Product. Such a right of use does not give the Client the right to claim or obtain any ownership interest in the software or the Product (or any derived products or improvements of the same).
• The Client guarantees that:
  1. No access to the software will be given to others, except as permitted by Voiped.
  2. The Client will not copy the software or have it copied, except in so far as permitted by Voiped or required for back-up procedures.
  3. The Client will not reverse engineer, decompile or disassemble the software or have others do so, except in so far this cannot be prohibited under relevant legislation.
  4. The Client will not sell, lease or license the software and related software or provide access to the same, except as set out in paragraph 7 of this article.
  5. The Client will not create, develop or write derived software based on Voiped’s software.
  6. The Client will not undertake any action prohibited by the owner of the software and/or related software or infringe any rights of that owner.
• In addition to and in derogation of paragraphs 1 and 6 of this article, the Client has the right to sublicense the use of the software for each end user, only to the extent necessary for that end user to use a Product and with all limitations and guarantees that the Client has received and given. These limitations and guarantees must be passed on to the end user.

Obligations to cooperate

• Parties acknowledge that, as a rule, the success of the information and communication technology work depends on correct and timely cooperation. To enable proper performance of the Agreement by Voiped, the Client will always provide Voiped with any and all information, details and cooperation that Voiped deems useful, necessary and desirable, in a timely manner. In the event that the Client deploys its own personnel and/or auxiliary persons for cooperation with performance of the Agreement, this personnel and these auxiliary persons will have the necessary knowledge, expertise and experience.
• The Client bears the risk of selection, use, application and management in its organisation of the equipment, computer software, websites, data files and other products and materials and of the services to be provided by Voiped. Unless agreed otherwise, the Client is responsible for the correct installation, assembly and commissioning and for the correct settings of the equipment, websites, data files and other Products and materials.
• If the Client fails to provide the data, documents, equipment, Products, materials or employees deemed useful, necessary or desirable for the execution of the Agreement by Voiped in time, in full or otherwise not in accordance with the agreements to Voiped or if the Client otherwise fails to fulfil its obligations, Voiped has the right to suspend execution of the Agreement in whole or in part and Voiped also has the right to charge the resulting costs in accordance with its usual rates, all without prejudice to Voiped’s right to exercise any other statutory and/or agreed right. Voiped will remain entitled to charge the agreed fees.
• If Voiped is unable to provide Products or other services due to a cause that is for the account and risk of the Client, Voiped will be entitled to charge the associated costs to the Client as if these items had been delivered.
• If employees of Voiped carry out work at the Client's location, the Client will provide the facilities reasonably required by those employees free of charge, such as a workspace with computer, data, Internet and telecommunication facilities. The workspace and facilities will meet all statutory and otherwise applicable requirements in connection with working conditions. The Client indemnifies Voiped against claims from third parties, including employees of Voiped, who suffer damage in connection with the performance of the Agreement that is the result of acts or omissions of the Client or unsafe situations in its organisation. The Client will communicate the house and security rules applicable within its organisation to the employees deployed by Voiped before commencement of the work.
• If computer, data or telecommunication facilities, including the Internet, are used in the performance of the Agreement, the Client will be responsible for the correct choice of the resources required for this and for the timely and complete availability thereof, except for those facilities that are under direct use and management of VoipedVoiped is not liable for damage or costs due to transmission errors, malfunctions or unavailability of these facilities.
• The Client ensures that the Client’s location where Voiped carries out the work, where work must take place and/or where the delivered or completed goods to which any guarantee obligations relate are located is brought into conformity with the requirements to be set by Voiped and that these requirements will be constantly upheld.

Maintenance

• Maintenance work by Voiped will always be performed on the basis of an obligation to perform, unless and in so far as Voiped has explicitly promised a result in the Agreement and that result has been described sufficiently specifically in the Agreement.
• If Parties have not entered into a Maintenance Agreement, Voiped may perform maintenance work on the basis of subsequent costing at applicable hourly rates.
• If Parties have not entered into a Maintenance Agreement, Voiped is under no obligation to perform maintenance work.

Delivery and delivery terms

• The feasibility of agreed terms depends on the circumstances at the Client’s. If Voiped exceeds a term and this is attributable to the Client (for example, because the Client’s IT environment is different than described, because the Client's employees are not sufficiently available or provide insufficient cooperation, or because the Client wants additional work), the Client will not be entitled to compensation, suspension of payment or termination of the Agreement.
• Voiped will not be bound by any term of delivery or completion date that cannot be met because of circumstances beyond its control that occurred after conclusion of the Agreement, nor will Voiped be bound by any term of delivery or completion date if the Parties have agreed on a change in the content or scope of the Agreement (additional work, change in specifications, etc.), or a change in the approach to performance of the Agreement. If any of the terms threatens to be exceeded, Voiped and the Client will discuss the consequences this may have for the remainder of the schedule.
• The mere fact that a term of delivery or completion date specified by Voiped or agreed between the Parties is exceeded will not cause Voiped to be in default. In all cases, Voiped will only be in default because of exceeding a deadline after the Client has given written notice of default. The notice of default must comprise as complete and detailed a description of the failure as possible to allow Voiped to respond appropriately.
• Voiped will not be liable for late, faulty or incomplete delivery of External Products due to the supplier’s fault.

Consultancy

• The provisions of this article apply when Voiped provides services in the field of consultancy, advice or project management to the Client pursuant to the Agreement.
• The employee appointed by Voiped for the performance of these services may at all times be replaced by an employee with comparable qualifications and skills.
• Unless agreed otherwise, the services will be provided at Voiped’s applicable hourly rates. The Client can request these from Voiped at all times. Unless agreed otherwise, invoicing will take place weekly in arrears. Voiped will report to the Client in the usual manner for Voiped on the work performed and time spent.
• If the Client acts on Voiped’s advice, this will be at the Client’s expense and risk.
• The Client will notify Voiped of the circumstances that are or may be of interest to Voiped, such as the method of reporting, the issues to which the Client wishes to draw attention, the Client’s priorities, availability of resources and personnel of the Client and any facts or circumstances that are special or may not be known to Voiped.
• In connection with the continuity of the work, the Client will appoint a contact who will act as such for the duration of Voiped’s service provision. Contact persons of the Client will have the required experience, knowledge and understanding of the Client’s desired objectives.
• The Client will ensure the further distribution and inspection of the information provided by Voiped within the Client’s organisation, assess this information on the basis of this, and inform Voiped
• The intellectual property rights to reports or other documentation drawn up by Voiped will remain vested in Voiped. The Client will only have the right to use this documentation for its own organisation and will not disclose the documentation to others or change it.

Dissolution and termination of the Agreement

• If the Agreement sets out provisions with regard to dissolution and cancellation, these provisions in the Agreement will have precedence in so far as they are inconsistent with the provisions in these General Terms and Conditions.
• Parties will only be authorised to dissolve the Agreement for attributable failure to comply with the Agreement if the other party, always after as detailed a written notification of default as possible, stating a reasonable term for remedying the failure, fails attributably in compliance with fundamental obligations under the Agreement. The Client's payment obligations and all other obligations to cooperate by the Client or a third party to be deployed by the Client will always apply as fundamental obligations under the Agreement.
• If the Client has already received performances in execution of the Agreement at the time of dissolution as referred to in the previous paragraph, these performances and the related payment obligations will not be the object of undoing unless the Client proves that Voiped is in default in respect of the fundamental part of those performances. Amounts Voiped has invoiced before the dissolution in connection with that which it has already properly performed or delivered in connection with performance of the Agreement, remain fully owed, with due regard for what is determined in the previous sentence, and are immediately due and payable at the time of dissolution.
• If an Agreement that, due to its nature and content, is not discharged by performance and/or has been entered into for an indefinite period of time, it may be terminated by each of the Parties following proper consultation and stating reasons for doing so. If no explicit notice period has been agreed upon between the Parties, a period of three (3) months will be observed for giving notice. Parties will never be obliged to pay any damages due to termination.
• Voiped has the right to terminate the Agreement in writing, either in whole or in part, with immediate effect without notice of default if:
  1. The Client has been granted a temporary or permanent suspension of payments.
  2. The Client has been declared bankrupt or a petition for its bankruptcy is filed.
  3. The Client is being wound up or terminated other than for the purpose of reconstruction or merger.
  4. Attachment in execution is levied on a considerable part of the Client’s assets.
  5. The Client has failed to fulfil its payment or other obligations towards Voiped and this failure is not remedied within 14 days after notification thereof.
  6. Decisive control over the company of the Client changes or the Client’s company merges or is taken over.
• Voiped will never be bound to refund any amounts already received or to pay damages for reason of such termination. If the Client goes bankrupt, the right to use the Products, websites, employees, etc. provided to the Client will expire by operation of law, unless Voiped decides otherwise.

Liability

• The Supplier’s total liability due to an attributable shortcoming in its performance of the Agreement or for any other reason, which explicitly includes every shortcoming in the fulfilment of a guarantee obligation agreed with the Client, is limited to compensation of direct damage up to a maximum amount of the price stipulated for such Agreement (exclusive of VAT).
• If the Agreement is mainly a continuing performance contract with a duration of more than one year, the price stipulated for the Agreement will be set at the total of the fees (excl. of VAT) stipulated for one year.
• Moreover, Voiped’s total liability due to an attributable shortcoming in its performance of the Agreement or for any other reason, which explicitly includes any shortcoming in the fulfilment of a guarantee obligation agreed with the Client, is limited to compensation of direct damage up to a maximum amount paid Voiped’s insurance company or € …...
• If the direct damage is the result of use of the Products, Voiped’s liability will be limited to an amount equalling the licence fee that Parties have agreed for a year. Voiped cannot be held liable for the way in which the Client uses the Products and/or services.
• If the direct damage is the result of support and maintenance work by Voiped, Voiped’s liability will be limited to an amount equalling the total of the support and maintenance fee agreed between the Parties for one year.
• Voiped's liability for indirect damage, including consequential damage, loss of profits, missed savings, decreased goodwill, damage due to business interruption, damage as a result of claims from Client's customers, damage related to the use of third-party goods, materials or computer software prescribed by the Client to Voiped, and damage related to deployment of suppliers prescribed by the Client to Voiped, will be excluded. Also excluded is Voiped’s liability related to mutilation, destruction or loss of data or documents.
• If the Client wishes to engage an assessor or advisor to determine the damage incurred by it, all associated costs will be at the Client’s expense. The costs to be incurred by Voiped to determine the damage that the Client has actually or allegedly incurred will be at the Client’s expense.
• The exclusions and limitations of Voiped’s liability described in the previous paragraphs of this Article do not affect the other exclusions and limitations of Voiped’s liability. Special provisions in connection with liability will have precedence over general provisions.
• Unless performance by Voiped is permanently impossible, Voiped is not liable due to attributable shortcoming in the performance of an Agreement unless Client immediately declares Voiped to be in default in writing, stating a reasonable term to remedy the shortcoming and unless Voiped continues to fail to perform its obligations. The notice of default must comprise as complete and detailed a description of the failure as possible to allow Voiped to respond appropriately.
• Voiped is not responsible for checking the correctness of the data generated by the Client using the Products. The Client will check the correctness of these data itself.
• Voiped is not liable towards the Client for damage or loss caused by damage to, theft and/or loss of Data, unless the damage is demonstrably caused by intent or gross negligence.
• Voiped cannot be held liable for damage or loss resulting from the use of External Services. If errors and defects occur in the External Products or the Client wishes to claim guarantees in respect of the External Products, it must contact the manufacturer.
• The Client indemnifies Voiped against all third-party claims related to processing of the Data at Voiped that are or could be made, including claims based on privacy legislation.
• The Client guarantees that the Data are processed lawfully and in accordance with the applicable laws and regulations.
• A precondition for any right to damages is always that the Client reports the damage to Voiped in writing as soon as possible and in any case within 3 months after it arises and the Client takes action to determine and limit the damage within that period. Any claim for damages against Voiped expires by the mere lapse of the financial year in which the claim arose.
• The Client fully indemnifies Voiped for all third-party claims in respect of the use of Products or services provided by Voiped.
• The provisions of this article and all other limitations and exclusions of liability set out in these General Terms and Conditions will also apply for the benefit of all natural persons and legal entities that Voiped enlists in the performance of the Agreement.

Force majeure

• Voiped is not bound to comply with any obligation, including any warranty obligation agreed with the Client, if they are unable to do so because of force majeure. “Force majeure” will include at least:
  1. Force majeure of Voiped’s suppliers.
  2. Failure of suppliers to properly meet the obligations prescribed by the Client to Voiped.
  3. Defective condition of third-party items, computer software or materials the use of which the Client has prescribed to Voiped.
  4. Government measures.
  5. Power outages.
  6. Disruptions of the Internet, computer network or telecommunications facilities.
  7. Work-in.
  8. General transport problems.
  9. The unavailability of one or more staff members.
• If a situation of force majeure persists for over ninety days, either Party shall be entitled to dissolve the Agreement in writing. In such cases, services already provided under the Agreement will be prorated, without any further sums being owed between the Parties.

Modification and additional work

• If Voiped, at the request or with the prior approval of the Client, has performed work or delivered other performances beyond the content or scope of the agreed work and/or performances, the Client will pay for this work or these performances against the agreed rates and, if no rates have been agreed, against Voiped’s usual hourly rates. Voiped will not be obliged to act on any such request and may require conclusion of a separate written agreement for this.
• The Client accepts that the work or performance as referred to in this article may affect the agreed or expected time of completion of the service provision and the mutual responsibilities of the Client and Voiped. The fact that there is (a request for) additional work during performance of the Agreement will not be ground for the Client to terminate or dissolve the Agreement.
• If a fixed price is agreed for the service provision, Voiped will, upon request, inform the Client in writing of the financial consequences of the additionally requested work or services as referred to in this section.
• Voiped is entitled to modify provisions, specifications or conditions that apply to a Product after conclusion of the Agreement as well as after acceptance and confirmation of an order from the Client if Voiped has sound reasons for doing so. This applies but is not limited to changes made as a result of changes in laws and regulations or because of government decisions. Voiped will inform the Client of such changes at least 21 days in advance, unless such changes are made as a result of changes in laws and regulations or because of government decisions. In those cases, Voiped will provide as much information as possible under the given circumstances.
• If such changes have a substantial adverse effect on the Service, the Client may, within (14) days after receipt of notification of such changes by Voiped, terminate provision of the Product affected by the changes in writing, without penalty or compensation, unless the changes are made as a result of laws and regulations or because of government decisions. If the Client does not issue such a notification, the change will be deemed to have been accepted.

Transfer of rights and obligations

• The Client is not entitled to sell and/or transfer the rights and/or obligations from the Agreement to a third party.
• Voiped is entitled to engage third parties in the performance of its rights and obligations under the Agreement.
• Voiped is entitled to transfer its claim to payment of fees to a third party.
• In these General Terms and Conditions “written” is also understood to be “electronically”.

Inappropriate payment

• The Client guarantees that it has not paid, offered, promised or committed any money in connection with the delivery of a Product under the Agreement, nor will it pay, offer, promise or commit to pay any money in the performance of the Agreement, directly or indirectly via other persons or entity or anything of other value to:
  1. a person or entity employed by or on behalf of Voiped, or
  2. a government official or civil servant or political party or candidate for a political function,
• with the objective of soliciting or encouraging an action by the persons and entities referred to under a) and b) from which the Client will benefit, or to reward them for such an action.
• If the Client fails to meet the above obligation, Voiped will be entitled, without prejudice to Voiped’s other rights, to terminate the Agreement in whole or in part with immediate effect, regardless of any conflicting provisions of the Agreement. The Client is liable for and indemnifies Voiped against all damage, costs and other disadvantage incurred and to be incurred by Voiped due to non-compliance by the Client with the obligation under this article, hereinafter also referred to as “inappropriate payment”.
• The Client states and guarantees to Voiped that:
  1. During the term of this Agreement, the Client has not offered, promised, committed or agreed to bribe a person or entity on behalf of Voiped or otherwise obtain a commercial or other advantage for Voiped.
  2. The Client will not engage in any activities or practices that would violate applicable anti-bribery and anticorruption laws, including but not limited to the United States Foreign Corrupt Practices Act 1977, the United Kingdom's Bribery Act 2010 and Canada's Corruption or Public Officials Act, and this will not cause Voiped to violate any of the applicable anti-bribery and anticorruption laws.
  3. During the term of the Agreement, the Client will have its own policy and procedures in place to ensure compliance with all applicable anti-bribery and anticorruption laws.
  4. The Client will ensure that every person or entity that provides or has provided services for it or on its behalf in connection with this Agreement complies with the provisions of this article.
  5. The Client will not enter into any agreement with a person or entity in connection with this Agreement, unless such an agreement contains obligations under the same conditions as contained in this article.
  6. The Client has and maintains effective accounting procedures and internal controls that are necessary to record all expenses related to this Agreement.
  7. During the term of this Agreement, the Client will, at the reasonable request of Voiped, regularly confirm in writing that it has fulfilled its obligations under this article, providing all information reasonably required by Voiped to demonstrate such compliance.
  8. The Client will notify Voiped as soon as possible of any request or requirement for an improper payment or other improper advantage of any nature whatsoever received by the Client from Voiped or another person or entity in connection with implementation of this Agreement.
• The Client will notify Voiped as soon as possible of any violation of any of the provisions in this article of which the Client becomes aware.

Obligations on the part of the Client

• If the Client transfers/resells a Product to an end user/third party, the Client guarantees the following:
  1. The Client transfers/resells the Product in its own name, at its own expense and under its own responsibility.
  2. The Client does not pretend to be authorised to enter into an agreement with an end user/third party on behalf of Voiped or a company affiliated with Voiped for the delivery of a Product.
  3. The Client will at all times be responsible for errors, defects or other problems that may arise in connection with the transfer/resale of a Product to an end user/third party or the use of the Product by an end user/third party.
  4. The Client will ensure that no provisions are included in the agreement between the Client and the end user/third party that claim that an end user/third party that is not a party to the Agreement between Voiped and the Client could derive any rights from that Agreement that can be invoked against Voiped.
• The Client guarantees and undertakes with regard to the use of a Product and the end users:
  1. That it will not infringe applicable laws and regulations.
  2. That it will not infringe, in any way whatsoever, any rights of others, including intellectual property rights.
  3. That it will not use the Product in such a way as to interrupt or prevent the operation of the Voiped network or its use by Voiped or a third party.
  4. That it will not act in any way causing Voiped to be liable towards third parties.
  5. That it will comply at all times with all operational procedures and other requirements set by Voiped, including those related to interconnectivity.
• The Client guarantees and undertakes with regard to all Products, equipment and any other items provided by Voiped that are at the location of the Client and/or end users:
  1. That it will not modify, move or disrupt such Products, equipment and other items in any way.
  2. That no repairs or modifications will be made to the Products, equipment or other items except by a person appointed by Voiped to do so.
  3. That all Products, equipment and other items will be insured and kept insured.
  4. That it will not remove, modify or render invisible any indications or labels affixed to the Products, equipment or other items.
  5. That it will not establish or exercise any rights to the Products, equipment or other items at the location of the Client or end user.
  6. That it will only use the Products, equipment or other items at the location of the Client or end user to receive Products (including services) of Voiped and in accordance with instructions given by Voiped.
  7. That it will allow Voiped to regularly inspect or test the Products, equipment or other items at the location of the Client or end user.
• Without prejudice to all other obligations of the Client, the Client will in any agreement with an end user in which it resells a Product of Voiped or otherwise makes it available, stipulate conditions (and enforce the same) that result in an end user being obliged to provide the same guarantees as referred to under 2 and 3.
• The Client indemnifies Voiped against all damage and loss and all claims and demands made by third parties against Voiped or a company affiliated with Voiped that are related to and/or directly or indirectly ensue from:
  1. The Agreement between Voiped and the Client.
  2. The use of a Product by the Client.
• The resale or making available to an end user/third party.

GDPR

• By using a Product, the Client may process personal data. In doing so, the Client is considered Controller under the General Data Protection Regulation. Voiped may be a processor for the Client within the meaning of the General Data Protection Regulation. In so far as Voiped acts as the processor of personal data for the Client, the provisions of the following paragraphs apply.
• Voiped only processes such personal data on the written instructions of the Client, unless processing is necessary because of a statutory obligation on Voiped. If Voiped believes an instruction as referred to in this paragraph is contrary to a statutory provision under the General Data Protection Regulation or other legislation on the protection of personal data, it will immediately inform the Client thereof.
• Voiped will not make the Data it processes on behalf of the Client available to third parties, will not give third parties access to these Data, and will not communicate the content of the Data to any third party, if it were to know this content, unless this is necessary for performance of the Agreement or Voiped is under an obligation to give access to the Data, make the Data available or communicate the content of the Data under any statutory obligation or any final and binding court decision.
• Voiped will make every effort to take appropriate technical and organisational measures, as referred to in Article 32 of the General Data Protection Regulation, in relation to the processing of personal data to be performed with a view to protection against loss or any form of unauthorised processing, such as unauthorised disclosure or access, impairment, modification or provision of such personal data. Voiped does not guarantee that security will be effective under all circumstances.
• Voiped guarantees that access to the Data is limited to authorised persons who are bound to secrecy under an agreement or statutory obligation.
• The Client complies with its obligations under the General Data Protection Regulation itself. This includes handling requests from data subjects and reporting data breaches. If under an obligation to do so, Voiped will also report data breaches to the Dutch Data Protection Agency and the data subject or subjects.
• Voiped offers the Client all support and information required to meet the Client's obligations under the General Data Protection Regulation, including the handling of requests from data subjects, the obligations regarding the protection of personal data and reporting of data breaches, demonstrating that the obligations under the General Data Protection Regulation on deployment of a processor are complied with, and the performance of audits. Voiped will provide this support against payment of the costs ensuing herefrom for it and at the rates usually applied by it.
• Voiped is allowed to engage (sub)processors. If Voiped engages (sub)processors for the processing of personal data, the provisions in this article of this Agreement relating to the processing of personal data will also be imposed on the (sub)processor. The Client may request Voiped in writing to provide information on the (sub)processors that process personal data on the instructions of Voiped.
• The duration of processing of the personal data equals the term of the Agreement.

Applicable law and disputes

• The agreements between Voiped and the Client are governed by the laws of the Netherlands. The applicability of the Vienna Sales Convention 1980 is excluded.
• Any disputes that may arise between Voiped and the Client as a result of an agreement concluded by Voiped and the Client or any further agreements resulting therefrom will be settled by the court in Groningen.