&ranj | Terms and Conditions

Terms and Conditions 2023

These terms are used by &ranj B.V. as of 2023. A copy of these will be sent free of charge upon request.

Article 1: Definitions

1.1 Capitalised terms used in these &ranj B.V. Terms, whether in the singular or the plural, are defined as follows:

Annex: annex to these &ranj B.V. Terms containing specific provisions regarding the Services to be provided;
Services: the services to be provided by &ranj B.V. to the Client under the Agreement, including, if applicable, results of services;
DDA: Dutch Digital Agencies, the sector association and knowledge organisation of internet agencies in the Netherlands, of which &ranj B.V. is a member;
&ranj B.V. Terms : these terms and conditions of &ranj B.V., including all applicable Annexes;
IP Rights: all intellectual property and associated rights, such as but not limited to copyrights, trademark rights, patent rights, design rights, trade name rights, rights to domain names, database rights and related rights, as well as rights to know-how and any performance on a par with such rights;
Client: the natural or legal person who has concluded or will conclude an Agreement with &ranj B.V.;
Agreement: the entire agreement between &ranj B.V. and the Client regarding the Service provision, including &ranj B.V.’s offer or quotation, these &ranj B.V. Terms , any service level agreement and/or data processing agreement entered into between the Parties and any other documents setting out arrangements about the Services to be provided;
Parties: &ranj B.V. and the Client; and
Personal Data: any information relating to an identified or identifiable natural person, as referred to in Article 4(1) of the General Data Protection Regulation.

Article 2: General

2.1 These &ranj B.V. Terms apply to and form an integral part of all Agreements concluded between &ranj B.V. and the Client. The specific Annex(es) to these &ranj B.V. Terms that &ranj B.V. provides to the Client also apply.
2.2 Where these &ranj B.V. Terms state that an action must be in writing, this will also be understood to mean by email.
2.3 Derogations from these DDA Terms Conditions are only valid if explicitly agreed in writing by &ranj B.V. and the Client and only apply to the specific Agreement for which they have been agreed.
2.4 Any purchase or other terms and conditions used by the Client will not apply to the Agreement unless the Parties have explicitly agreed otherwise in writing. In the latter case, these &ranj B.V. Terms will at all times prevail over any purchase or other terms and conditions used by the Client.
2.5 If these &ranj B.V. Terms have already applied to a legal relationship between &ranj B.V. and the Client, the Client will be deemed to have agreed in advance to the applicability of these &ranj B.V. Terms to Agreements concluded and to be concluded thereafter.
2.6 If and insofar as any provision of these &ranj B.V. Terms is declared null and void or is annulled, the other provisions of these &ranj B.V. Terms will remain in full force and effect. In that case, the Parties will consult on a new provision to replace the void/annulled provision, observing the purport of the void/annulled provision as closely as possible.
2.7 If there is a conflict between provisions of the various documents making up the Agreement and these &ranj B.V. Terms , the order of precedence of the documents concerned will be as follows:

i. offer or quotation
ii. data processing agreement (if applicable)
iii. service level agreement (if applicable)
iv. Annexes to the &ranj B.V. Terms
v. &ranj B.V. Terms
vi. other documents (if applicable)

2.8 Electronic communications between the Parties will be deemed to have been received on the day of transmission, unless evidence to the contrary is provided.

Article 3: Quotations and conclusion of an Agreement

3.1 Quotations and other offers made by &ranj B.V. are without obligation and &ranj B.V. may revoke them within a reasonable period after they have been accepted.
3.2 A quotation or offer ceases to have effect four weeks after the date stated on it unless otherwise indicated in writing.
3.3 The Client guarantees the accuracy and completeness of the data provided by or on behalf of the Client to &ranj B.V. and on which &ranj B.V. base its offer. If this information proves to be incorrect or incomplete, &ranj B.V. has the right to change, terminate or rescind the offer or the Agreement already concluded.
3.4 An Agreement is concluded upon the Client’s acceptance, in writing or otherwise, of an unmodified valid quotation and/or offer from &ranj B.V.. If an Agreement is accepted verbally, &ranj B.V. may demand written confirmation before starting to perform it.

Article 4: Performance of the Agreement and delivery

4.1 &ranj B.V. will perform the Agreement to the best of its knowledge and abilities in accordance with the standards of good workmanship and on the basis of the current state of the art. The nature of the Agreement to be concluded between &ranj B.V. and the Client is that of a best efforts obligation, unless and insofar as &ranj B.V. has explicitly committed to a result in the written Agreement and that result is furthermore sufficient specified in the Agreement. Service level arrangements, if any, will always be agreed in writing in a separate service level agreement.
4.2 In the Agreement, the Parties will determine the delivery periods and dates as well as the place and manner in which the Services are to be delivered and/or completed. The time taken to complete an order depends on various factors and circumstances, such as the availability and quality of the data and information provided by the Client, as well as the cooperation of the Client and of relevant third parties. Accordingly, such times to completion are not strict deadlines unless the Parties explicitly agree otherwise in writing. If any delivery or other period is or is at risk of being exceeded, the Parties will consult with each other as soon as possible in order to take appropriate measures.
4.3 If it has been agreed that the Agreement will be performed in phases, &ranj B.V. may postpone providing the Services corresponding to a subsequent phase until the Client has given its written approval of the results of the preceding phase.
4.4 &ranj B.V. is not obliged to adhere to instructions that alter or supplement the content or scope of the agreed Services; if it does adhere to such instructions, the work involved will be paid for in accordance with Article 6 of these &ranj B.V. Terms
4.5 &ranj B.V. may have the Agreement performed, wholly or in part, by third parties, or to engage third parties in the performance of the Agreement. In that case, &ranj B.V. will remain responsible to the Client for the correct and timely performance of the Agreement. Consequently, in the event of errors made by such third parties, &ranj B.V. will be liable as though it had made the errors itself.
4.6 Services will be deemed accepted between the Parties if the Client has not issued a detailed written substantiation of why it does not accept them within five (5) working days of those Services having been delivered. If they are not accepted, &ranj B.V. will replace or modify the Services within a reasonable time. If the Client does not accept the Services a second time either, the Parties will complete the acceptance procedure again. This procedure will be repeated every time that the Client, during the repeated acceptance test, provides substantiation for its refusal to accept the Services.
4.7 In addition to Article 4.6, if after a reasonable number of renewed attempts (i.e. at least two) either Party no longer considers further modifications to the Services to be useful, that Party has the right to terminate the Agreement. In that case, the Services already delivered will be settled pro rata to the extent that they represent an independent value. After terminating the Agreement, the Client will no longer have the right to use the rejected Services.
4.8 The risk of loss, theft, of embezzlement of or damage to items, products, information/data, documents or programs created or used in performing the Agreement passes to the Client when they are placed in the actual control of the Client or an assistant of the Client.

Article 5: Prices and payment terms

5.1 All prices are stated in euro and are exclusive of value added tax (VAT) and other government levies.
5.2 Unless explicitly agreed otherwise, &ranj B.V.’s price indications, budgets and/or pre-calculations are solely indicative and no rights or expectations can be derived from them. &ranj B.V. is only obliged to notify the Client if an advance calculation or estimate is exceeded if the Parties have agreed that it will do so.
5.3 In the Agreement, the Parties will include the date(s) when &ranj B.V. is to charge the Client for Services. All invoices are payable by the Client in accordance with the payment terms stated on the invoice. In the absence of a specific arrangement, payment by the Client is due within fourteen (14) days of the invoice date.
5.4 If the Client does not pay the amounts due on time, it will owe statutory interest on the outstanding amount without any demand or notice of default being required. If after having been sent a reminder or notice of default the Client continues to be in default, &ranj B.V. may pass on the debt for collection, in which case the Client will be obliged to pay, in addition to the total amount then owed, all judicial and extrajudicial costs, including the costs of collection agencies, lawyers, legal advisers and other external experts.
5.5 If the Client fails to meet its payment obligation, &ranj B.V. may retain any Services still in its control until the Client does meet its payment obligation, regardless of whether the payment arrears relates to the Services still in the control of &ranj B.V..
5.6 During the term of an Agreement, &ranj B.V. is entitled to increase the prices for its Services each year, effective 1 January, in accordance with the price index for the previous calendar year published by Statistics Netherlands (Consumer Price Index “All Households”), plus a maximum of fifteen percent (15%). &ranj B.V. is entitled to implement the cost increase at a later date if it sees fit to do so from an administrative point of view.
5.7 Comments or complaints about invoices, bills and expense statements must be made in writing within fourteen (14) days after receipt of the relevant invoice, bill or expense statement, failing which they will be deemed to have been accepted. Such complaints do not suspend the obligation to pay.
5.8 &ranj B.V. is entitled to invoice the Client on an interim basis and/or on the basis of advance payments, to set off invoices, or to demand security for performance by the Client.
5.9 The Client agrees to receiving invoices electronically from &ranj B.V..

Article 6: Changes to the order / additional work

6.1 The Client accepts that the time scheduling of the Agreement may be affected if the scope of the Agreement is increased and/or modified in the interim. &ranj B.V. will notify the Client as soon as possible if such interim change affects the agreed fee.
6.2 If, further to the modification of the Agreement, &ranj B.V. needs to perform additional work due to additional requests or wishes from the Client, the Client will be charged this work on the basis of subsequent calculation at the then applicable rates, unless explicitly agreed otherwise in writing.
6.3 Provided that the cost of this additional work does not exceed ten percent (10%) of the total fee originally agreed, &ranj B.V. will be entitled to perform such additional work without the prior written consent of the Client.
6.4 &ranj B.V. will notify the Client if the cost of this additional work exceeds 10% (ten percent). In that event the Parties will mutually agree the measures to be taken.

Article 7: Client’s obligations

7.1 The Client must ensure that all data and/or information which &ranj B.V. indicates is/are necessary or which the Client should reasonably understand to be necessary for the performance of the Agreement, including information regarding laws and regulations specific to the Client’s industry which &ranj B.V. must comply with, are provided to &ranj B.V. in a timely manner and agrees to provide all cooperation &ranj B.V. may request.
7.2 If information required for the performance of the Agreement is not provided to &ranj B.V. in time, &ranj B.V. may suspend its performance of the Agreement and/or charge the Client any additional costs resulting from the delay, in accordance with the then applicable usual rates.
7.3 The Client is responsible for any usernames and/or passwords provided by &ranj B.V. in the context of the Agreement and is fully and independently liable for any abuse made of them, unless such abuse is the result of intent or deliberate recklessness on the part of &ranj B.V..
7.4 The Client may not disclose any usernames and/or passwords provided by &ranj B.V. in the context of the Agreement to third parties without &ranj B.V.’s consent.

Article 8: Termination/premature termination and its consequences

8.1 An Agreement enters into effect on the date referred to in Article 3.4 and will remain in force for the period agreed between the Parties in writing. Unless explicitly agreed otherwise, the Parties may not terminate the Agreement prematurely. Notice of termination of the Agreement, with effect from the end of its term, must be given in writing 2 (two) months in advance.
8.2 If the Parties have not reached agreement on the term of the Agreement, it will be deemed to have been entered into for the period necessary to deliver the Services, or, if it is a continuing performance contract, for at least 12 months.
8.3 A continuing performance contract will always be tacitly renewed at the end of its term for the same duration as the original term, unless the Parties have explicitly agreed otherwise.
8.4 Either Party may terminate the Agreement wholly or in part if the other Party is declared bankrupt, is granted a moratorium, or if its business is halted or liquidated other than for the purpose of reconstruction or a merger of companies. In addition, &ranj B.V. may terminate the Agreement if the decisive control of the Client’s business changes.
8.5 The Agreement may only be terminated for breach of contract upon giving detailed written notice of default, allowing a reasonable period for rectifying the breach, unless otherwise specified in these &ranj B.V. Terms , the Agreement or otherwise prescribed by law.
8.6 If the Agreement is terminated, there will be no reversal or cancellation of anything already completed or delivered by &ranj B.V. or of the associated obligation to make payment, unless the Client proves that &ranj B.V. is in breach of contract in respect of any material component of that performance. All amounts invoiced by &ranj B.V. for work already properly completed or delivered under the Agreement before it is terminated, will remain due in full, subject to the provisions of the previous sentence, and will become immediately payable on the date of termination.
8.7 If the Agreement is terminated or cancelled, all rights granted to the Client will lapse. The Client will in that vent no longer be entitled to use the Service.
8.8 Any clauses which in view of their nature are intended to continue to apply after the Agreement ends will remain in full force and effect after it ends.

Article 9: IP Rights

9.1 Unless otherwise provided in the Agreement, all IP Rights attached to the Services provided under the Agreement and to any other materials or information provided by &ranj B.V. will remain exclusively in &ranj B.V. and/or its licensors.
9.2 Nothing in the Agreement implies an assignment of IP Rights. The Client will obtain solely the non-exclusive and non-transferable right to use the Services for the purposes and on the terms and conditions set out in the Agreement. Unless otherwise provided in writing, the right of use granted applies solely in the Netherlands and only for the duration of the Agreement.
9.3 The Client may not remove or tamper with any proprietary notices regarding the IP Rights included in the results of Services.
9.4 &ranj B.V. explicitly does not waive its personality rights as referred to in Article 25 of the Dutch Copyright Act (Auteurswet).
9.5 &ranj B.V. may use the Services and the materials used for performing the Agreement, such as designs, drawings, films, software, electronic and other files, reports, formats and interviews, for its own promotional and/or publicity purposes unless otherwise provided in the Agreement.
9.6 &ranj B.V. reserves the right to implement technical protection measures in the Services. The Client may not circumvent these technical protection measures or provide any means intended for that purpose.

Article 10: Privacy

10.1 If, in the context of providing the Services, &ranj B.V. needs to process Personal Data of the Client’s customers, &ranj B.V. is to be considered as the “processor” and the Client as the “controller” within the meaning of the General Data Protection Regulation.
10.2 In accordance with Article 28(3) of the General Data Protection Regulation, the Client and &ranj B.V. will enter into a data processing agreement governing &ranj B.V.’s processing of Personal Data on the basis of the relevant regulations.

Article 11: Confidentiality

11.1 The Parties will treat all information they obtain from each other in any form whatsoever, whether written, oral, electronic or tangible, including but not limited to software, source code, programs, applications, customer data, know-how, technical specifications and documentation (“Confidential Information”), as strictly confidential and keep it secret.
11.2 The Parties will use the Confidential Information solely for the purposes for which it was provided and, in that regard, they will exercise at least the same duty of care and safeguards that apply to their own internal confidential information. The Parties will only disclose the Confidential Information to employees insofar as is necessary to perform the Agreement.
11.3 The obligations to treat the Confidential Information confidentially do not apply to the extent that the Party which has received information is able to demonstrate that it:

i.   was already known to that Party when it received it;
ii. was already publicly known at the time when the Party received it;
iii.   became publicly known after that Party received it without the fault of that Party;
iv. was lawfully obtained from a third party together with the right to disclose it free from any obligation of confidentiality;
vi.   was publicly disclosed with the approval of the Party that provided it.

11.4 If the receiving Party receives an order from a competent authority to surrender Confidential Information, it will be entitled to do so. However, the receiving Party will be obliged to inform the providing Party of that order as soon as possible, unless the order or the law explicitly prohibits this. If the providing Party takes measures against the order (e.g. by instituting interim relief proceedings), the receiving Party will, to the extent legally possible, await a decision on such measures before surrendering any Confidential Information.
11.5 During the term of the Agreement and for 1 (one) year after it ends, neither Party shall be entitled to employ the other Party’s employees who are or have been involved in the performance of the Agreement or otherwise have them work for it, either directly or indirectly, without that other Party’s prior consent.

Article 12: Liability

12.1 &ranj B.V.’s liability for damage or other claims due to an imputable failure to perform its obligations (including any agreed warranty obligations) and/or due to an unlawful act is limited to the compensation of direct damage suffered by the Client up to the amount paid by &ranj B.V.’s insurer in the relevant event. If &ranj B.V.’s insurer does not pay out, &ranj B.V.’s liability will be limited to the fee stipulated for the performance of the Agreement or, in the case of continuing performance contracts, the fee stipulated for one year.
12.2 Direct damage is exclusively taken to mean:

i. reasonable costs that the Client would have to incur to have &ranj B.V.’s performance comply with the Agreement; this alternative damage will not be paid, however, if the Agreement is terminated by the Client or at its demand;
ii. reasonable costs incurred by the Client to keep its old system(s) operational longer and for making related provisions due to &ranj B.V. not having delivered the Services by the latest binding delivery date, less any amount saved as a result of the delayed delivery;
iii. reasonable costs incurred to determine the cause and the scope of the damage, to the extent that this determination relates to direct damage within the meaning of these &ranj B.V. Terms ;
iv. reasonable costs incurred to prevent or mitigate the damage, provided that the Client demonstrates that these costs have resulted in mitigation of the direct damage within the meaning of these &ranj B.V. Terms .

12.3 Any liability on the part of &ranj B.V. for anything other than direct damage (“indirect damage”), including but not limited to consequential damage, loss of and/or damage to data, loss of profit or loss of turnover, is excluded.
12.4 The limitations specified in the foregoing paragraphs of this article do not apply if and insofar as the damage is the result of intent or deliberate recklessness on the part of &ranj B.V. or its management (“contributory negligence”).
12.5 In all instances, &ranj B.V. will only be liable for attributable failure to perform the Agreement if it is immediately and properly held in default in writing by the Client, allowing a reasonable to rectify the failure and &ranj B.V. continues to be in default after that period as well, except in instances of an ongoing imputable failure. The notice of default must contain an as full and detailed description of the failure as possible, to enable &ranj B.V. to adequately respond.
12.6 A precondition for any right to compensation is always that the Client must notify &ranj B.V. in writing of the damage as soon as possible after it occurs. All claims for compensation against &ranj B.V. lapse 12 (twelve) months after they arise.
12.7 The Client bears the entire risk and responsibility for its use of the Services. &ranj B.V. does not accept any liability for the Client’s use of the Services. The Client agrees to indemnify &ranj B.V. against any third- party claims arising from its use of the Services.

Article 13: Force Majeure

13.1 The Parties will not be deemed to be in breach of contract in the event of force majeure.
13.2 Force majeure includes but is not limited to interruptions in the supply of electricity, strikes, riots, government measures, fire, natural disasters, floods, failures by the Parties’ suppliers, failures by third parties engaged by the Parties, breakdowns in internet connections, hardware failures, breakdowns in telecommunications networks and other unforeseen circumstances.
13.3 If the situation of force majeure continues for at least 30 (thirty) days, the Parties will be entitled to terminate the Agreement without owing any damages or compensation as a result of the termination.
13.4 If &ranj B.V. is still able to partially perform, or has partially performed, during an event of force majeure, it will be entitled to do so and charge this performance separately as if it were a separate Agreement.

Article 14: Assignment of rights and obligations

14.1 Each Party may only license (or sub-license) and/or assign their rights and obligations under an Agreement to third parties if the other Party consents to this in writing.
14.2 In derogation of the foregoing provision, &ranj B.V. may assign its rights and obligations under the Agreement to a parent company, subsidiary, or sister entity or to a third party that takes over the relevant business activities from &ranj B.V. without requiring the Client’s consent or cooperation.

Article 15: Settlement and mediation

15.1 If the Parties fail to satisfactorily resolve a dispute, they agree to submit the dispute, before having recourse to the courts, to duly authorised representatives of the Parties to explore the possibilities of a settlement, or to an independent mediator for mediation.

Article 16: Applicable law and competent court

16.1 These &ranj B.V. Terms are governed solely by Dutch law.
16.2 The application of the Vienna Sales Convention is explicitly excluded.
16.3 Any disputes that arise between &ranj B.V. and the Client within the context of or in connection with these &ranj B.V. Terms will be submitted to the competent court in the district where &ranj B.V. has its registered office.

Terms and conditions Ranj B.V. 2021-2022

These terms and conditions were compiled by the Dutch Digital Agencies and are used by Ranj B.V. as of 2021. A copy of these will be sent free of charge on request and can also be found on www.ranj.com .

Article 1: Definitions

1.1 The following terms are capitalised in these DDA Terms and Conditions, both in the singular and in the plural. These terms have the following meanings:

Agreement: The agreement between &ranj B.V. and the Client regarding the provision of the Service;
Client: A natural person who or legal entity that has concluded, or will conclude, an Agreement with &ranj B.V.;
DDA: Dutch Digital Agencies, the trade association and knowledge organisation of internet agencies in the Netherlands of which &ranj B.V. is a member;
DDA Terms and Conditions: These terms and conditions of &ranj B.V. including all applicable Schedules;
IP Rights: All intellectual property rights and associated rights such as copyrights, trade mark rights, patent rights, design rights, trade name rights, database rights and related rights, as well as rights to know-how and performances on a par with these rights;
Parties: &ranj B.V. and the Client;
Personal data: Each piece of information relating to an identified of identifiable natural person within the meaning of Section 1(a) of the Dutch Personal Data Protection Act and Article 4(1) of the General Data Protection Regulation;
Schedule: An appendix to the DDA Terms and Conditions with specific provisions relating to the Service to be provided; and
Service: The services to be provided to the Client by &ranj B.V. pursuant to the Agreement, including, if applicable, results of services.

Article 2: General

2.1 The DDA Terms and Conditions apply to and form an integral part of all offers and quotations of &ranj B.V., Agreements and any other legal acts related thereto between &ranj B.V. and the Client or its legal successor. In addition to these DDA Terms and Conditions, the specific Schedule(s) to the DDA Terms and Conditions that have been agreed between &ranj B.V. and the Client also apply.
2.2 If the DDA Terms and Conditions state that an act must be carried out in writing, this is deemed to refer to email as well.
2.3 Any departures from the DDA Terms and Conditions are only valid if they have been agreed explicitly in writing by &ranj B.V. and the Client and they only apply to the specific agreement for which they were agreed.
2.4 The DDA Terms and Conditions will always prevail over any purchasing or other terms and conditions used by the Client.
2.5 Once these DDA Terms and Conditions have been applied to a legal relationship between &ranj B.V. and the Client, the Client is deemed to have agreed in advance to the applicability of these DDA Terms and Conditions to any Agreements concluded or to be concluded thereafter.
2.6 If and to the extent that any provision in these DDA Terms and Conditions is declared to be null and void or is annulled, the other provisions in the DDA Terms and Conditions will remain in full force. In that case the Parties will consult to determine a new provision to replace the provision that is null and void or that has been annulled, thereby taking the purport of the void or annulled provision into account as far as possible.
2.7 In the event of a conflict between provisions in an Agreement and the DDA Terms and Conditions, the provisions of the Agreement will prevail. In the event of a conflict between the DDA Terms and Conditions and a specific Schedule, the provisions in the specific Schedule(s) will prevail.
2.8 Electronic communication between the Parties will be deemed to have been received on the day it was sent, unless proof to the contrary is furnished.

Article 3: Quotations and formation of the Agreement

3.1 Quotations and other offers made by &ranj B.V. are without obligation and should be regarded as an invitation to make an offer to form an Agreement, unless &ranj B.V. has indicated otherwise in writing.
3.2 Offers and quotations lose their validity four weeks after their date, unless otherwise indicated in writing.
3.3 The Client warrants that the details disclosed by it to &ranj B.V., on which &ranj B.V. has based its offer, are correct and complete. If those details should prove not to be correct or complete, &ranj B.V. is entitled to modify the offer.
3.4 An Agreement is formed by written confirmation from the Client of an unmodified valid quotation and/or offer made by &ranj B.V..

Article 4: Performance of the Agreement and delivery

4.1 &ranj B.V. will perform the Agreement to best of its knowledge and ability and in accordance with the standards of the profession and on the basis of the latest scientific and technical knowledge. The Agreement to be formed between &ranj B.V. and the Client involves a best efforts obligation, unless and to the extent that &ranj B.V. has explicitly promised a particular result in the written Agreement and the result concerned is also described in the Agreement in a sufficiently precise manner. Any arrangements about a service level (Service Level Agreement) will always be agreed in writing.
4.2 In the Agreement the Parties will determine the delivery term and delivery dates as well as the place and manner in which the Services will be delivered and/or provided. The duration of an assignment depends on various factors and circumstances, such as the quality of the data and information disclosed by the Client and the cooperation of the Client and relevant third parties. The aforementioned delivery terms are therefore not strict deadlines, unless the Parties have explicitly agreed otherwise in writing. In the event that a delivery term or other term is exceeded, or is likely to be exceeded, the Parties will consult with each other as soon as possible in order to take suitable measures.
4.3 If it has been agreed that the Agreement will be performed in phases, &ranj B.V. is authorised to postpone the commencement of the Services that from part of a subsequent phase until the Client has approved the results of the prior phase in writing.
4.4 &ranj B.V. is not obliged to follow instructions that alter or add to the content or scope of the agreed Services; if such instructions are followed, the activities concerned will be paid in accordance with &ranj B.V.’s usual rates and &ranj B.V. will notify the Client of this.
4.5 &ranj B.V. is entitled to have the Agreement carried out by third parties wholly or in part, or to engage third parties for the performance of the Agreement.
4.6 Services will be deemed by the Parties to have been accepted if the Client has not substantiated in writing and in detail within five (5) working days after delivery of the Services concerned why the Services have not been accepted. If they are not accepted, &ranj B.V. must replace the Services or make adjustments to them within a reasonable term. If the Client again does not accept the Services, the Parties will perform the acceptance procedure again. This procedure will be repeated if the Client again substantiates during the new acceptance test why the Services have not been accepted.
4.7 The risk of loss, theft, misappropriation or damage to items of property, products, information/data, documents or programs created or used in the context of the performance of the Agreement passes to the Client when the Client or an auxiliary person, servant or agent of the Client has taken actual possession of the goods.

Article 5: Prices and terms of payment

5.1 All prices are exclusive of turnover tax (VAT) and other government levies.
5.2 Unless explicitly agreed otherwise, price indications, estimates, budgets and/or cost estimates issued by &ranj B.V. are merely for information purposes, and no rights or expectations may be derived from them. Only if the Parties have so agreed is &ranj B.V. obliged to inform the Client when a cost estimate or estimate will be exceeded.
5.3 The Parties will set down in the Agreement the date or dates on which &ranj B.V. will charge the fee for Services to the Client. The Client will pay invoices in accordance with the terms of payment stated on the invoice. In the absence of a specific arrangement, the Client will pay within fourteen (14) days after the invoice date.
5.4 If the Client does not pay the amounts due on time, the Client will owe statutory interest on the outstanding amount without any demand or notice of default being required. If after a demand or notice of default the Client still fails to pay the claim, &ranj B.V. may refer the debt for collection, in which case the Client will be obliged to pay, in addition to the total amount due, all judicial and extrajudicial costs, including costs of external experts.
5.5 &ranj B.V. is entitled to retain Services that are still in its possession if the Client does not comply with its payment obligation, until the Client has settled its payment obligation, regardless of whether the arrears are related to the Services retained by &ranj B.V..
5.6 During the term of an Agreement, &ranj B.V. is authorised to increase the prices for its Services each year with effect from 1 January in conformity with the price index figure for the preceding calendar year as published by Statistics Netherlands (CBS) (consumer price index for ‘all households’), plus a maximum of fifteen percent (15%). &ranj B.V. is entitled to implement the cost increase at a later date if it finds this desirable from an administrative point of view.
5.7 Comments or complaints about invoices, bills and fee statements must be made known in writing within fourteen (14) days after receipt of the invoice, bill or fee statement concerned, failing which they will be deemed to have been accepted. Such complaints do not suspend the obligation to make payment.
5.8 &ranj B.V. is entitled to send the Client interim invoices and/or to invoice on the basis of advance payments, to offset or to require security for compliance by the Client.
5.9 The Client agrees to electronic invoicing by &ranj B.V..

Article 6: Changes to the assignment and/or extra work

6.1 The Client accepts that the time schedule of the Agreement may be affected if the scope of the Agreement is expanded and/or altered while the Agreement is still being performed. If the interim alteration affects the agreed remuneration, &ranj B.V. will notify the Client of this as soon as possible.
6.2 If on the basis of an alteration to the Agreement as a result of extra requests or wishes on the part of the Client &ranj B.V. must carry out extra work (additional work), this work will be charged to the Client on the basis of actual costs at the usual rates that apply at that time, unless explicitly agreed otherwise in writing.
6.3 &ranj B.V. is entitled to carry out this additional work without the Client’s advance written permission to the extent that the costs entailed by this additional work are not more than ten percent (10%) of the originally agreed total payment.
6.4 If the costs of extra work are more than ten percent (10%), &ranj B.V. will inform the Client of this. In that case the Parties will consult to discuss the measures to be taken.

Article 7: Obligations of the Client

7.1 The Client will ensure that all data and/or information that &ranj B.V. has indicated are necessary, or which the Client reasonably ought to understand will be necessary for the performance of the Agreement, including information about legislation or regulations to be complied with by &ranj B.V. that applies specifically to the Client’s field of work, are disclosed to &ranj B.V. in good time and will cooperate with &ranj B.V. to the extent that the latter requires. Quotations and offers issued by &ranj B.V. as well as the Agreement concluded afterwards are based on the information disclosed by the Client.
7.2 If data needed for the performance of the Agreement is not disclosed to &ranj B.V. in good time, &ranj B.V. is entitled to suspend performance of the Agreement and/or to charge to the Client the extra costs arising from the delay at the usual rates that apply at that time.
7.3 To the extent that in the context of the Agreement &ranj B.V. discloses user names and/or passwords, the Client is responsible for these user names and/or passwords and is entirely and independently liable for any misuse made of the user names or passwords, unless such misuse is the result of intent or gross negligence on the part of &ranj B.V..
7.4 To the extent that &ranj B.V. discloses user names and/or passwords in the context of the Agreement, the Client is prohibited from disclosing these user names and/or passwords to third parties without &ranj B.V.’s consent.

Article 8: Termination, premature termination and the consequences of these

8.1 An Agreement takes effect on the date stated in Article 3 for the period agreed in writing between the Parties and ends by operation of law on the date agreed by the Parties or when the provision of Services has been completed.
8.2 Unless explicitly agreed otherwise, the Parties may not terminate the Agreement prematurely.
8.3 Each of the Parties is entitled to dissolve the Agreement wholly or in part if the other Party is declared bankrupt/insolvent or is granted a suspension of payments, as well as if the other Party’s business is closed down or liquidated other than for purposes of reconstruction or merger of companies, or if the decisive control of the business of the other Party changes.
8.4 The Agreement may only be dissolved on the basis of attributable failure after a written notice of default has been sent that is as detailed as possible, with a reasonable term being set within which the failure can be remedied, unless these DDA Terms and Conditions or the law provide otherwise.
8.5 If the Agreement is dissolved, anything that &ranj B.V. has delivered and/or carried out as well as the related payment obligation will not be undone unless the Client proves that &ranj B.V. is in default with regard to the material part of those services. Amounts invoiced by &ranj B.V. before dissolution in connection with anything &ranj B.V. has already properly performed or delivered in performing the Agreement will continue to be owed in full with due observance of the provision in the preceding sentence and will become immediately due and payable at the time of dissolution.
8.6 If the Agreement is dissolved, all rights granted to the Client will cease to have effect. The Client will no longer be authorised to make use of the Service.
8.7 Articles that, by their nature, are intended to continue to apply after the end of the Agreement will remain fully effective after the Agreement is terminated.

Article 9: IP Rights

9.1 Unless otherwise determined in the Agreement, all IP Rights to all the Services provided in the context of the Agreement as well as to all other materials or information made available by &ranj B.V. will be vested exclusively in &ranj B.V. and/or its licensors.
9.2 Nothing in these DDA Terms and Conditions and/or the Agreement implies a transfer of IP Rights. The Client will obtain solely the non-exclusive and non-transferable right of use to the Services for the purposes stipulated in the Agreement and on the conditions stipulated in the Agreement. Unless otherwise stipulated in writing, the right of use granted applies only for the Netherlands.
9.3 The Client is not permitted to remove or alter any identifiers concerning IP Rights from the results of Services.
9.4 &ranj B.V. explicitly does not relinquish its personality rights referred to in section 25 of the Dutch Copyright Act (Auteurswet).
9.5 &ranj B.V. is permitted to use the Services and the materials used for the implementation of the Agreement, such as designs, drawings, films, software, files whether electronic or otherwise, reports, formats and interviews, for purposes of its own promotion and/or publicity, unless otherwise stipulated in the Agreement.
9.6 &ranj B.V. reserves the right to introduce technical protective measures into the Services. The Client is not permitted to circumvent these technical protective measures or to offer means to do so.
9.7 &ranj B.V. indemnifies the Client against legal action by third parties based on the allegation that the Services or parts thereof developed by &ranj B.V. infringe any IP Right currently in force in the Netherlands on the condition that the Client informs &ranj B.V. immediately in writing of the existence and the substance of the legal action and leaves the handling of the case, including effecting a settlement, entirely to &ranj B.V.. The Client will give &ranj B.V. any powers of attorney, information and cooperation necessary to defend itself against such legal action, if necessary in the name of the Client.
9.8 The above-mentioned obligation to indemnify will not apply if the claimed infringement is connected with:
(i) materials made available to &ranj B.V. by the Client; and/or
(ii) changes the Client has made, or has had third parties make, to the Service.
9.9 If according to a binding court decision the Services developed by &ranj B.V. itself infringe any IP Right vested in a third party, or if in the opinion of &ranj B.V. there is a reasonable chance that such an infringement has occurred, &ranj B.V. will if possible ensure that the Client can continue to use the Service (or something functionally equivalent) without interruption. If in &ranj B.V.’s sole opinion, it cannot ensure that the Client can continue to use the Service provided without interruption, or that it will only be able to do so in a way that is unreasonably onerous (including financially) for it, &ranj B.V. will take back that which has been delivered and will credit the acquisition costs after deducting a reasonable usage fee. Any other or further liability or obligation to indemnify on the part of &ranj B.V. on account of infringement of IP Rights of third parties is entirely excluded.

Article 10: Privacy

10.1 If in the context of performing the Services &ranj B.V. must process Personal Data of customers of the Client, &ranj B.V. must be deemed to be the “processor” within the meaning of the Dutch Personal Data Protection Act and the General Data Protection Regulation and the Client must be deemed to be the “controller”.
10.2 The Client and &ranj B.V. will, pursuant to article 28(3) General Data Protection Regulation, conclude a processing agreement which governs the processing of Personal Data by &ranj B.V. in accordance with relevant law.

Article 11: Confidentiality

11.1 The Parties will treat all information they obtain from one another in any form whatsoever – written, verbal, electronic or physical – including but not limited to software, code, source code, programs, applications, customer details, know-how, technical specifications, documentation (“Confidential Information”) as strictly confidential and will keep it secret.
11.2 The Parties will only use the Confidential Information for the purposes for which it was disclosed and in doing so, they will observe at least the same duty of care and safeguards that apply to their own internal confidential information. The Parties will only disclose the Confidential Information to employees to the extent necessary in the context of the Agreement and its implementation.
11.3 The obligations to maintain secrecy with regard to the Confidential Information will not apply to the extent that the Party that received the information can demonstrate that the information concerned:
i) was already known to it when it was received;
ii) was already publicly known when it was received;
iii) became publicly known after receipt and this is not attributable to the receiving Party;
iv) was received in a lawful manner from a third party along with the right to communicate it to the public, free of any obligation to maintain secrecy;
v) must be disclosed pursuant to legislation or regulations or pursuant to a court order and the disclosing Party has informed the other Party of such an obligation to communicate it to the public;
vi) was made public with the approval of the Party disclosing it.
11.4 For the duration of the Agreement and 1 (one) year after it terminates, except with the advance consent of the other Party neither Party will employ employees of the other Party who are or were involved in the implementation of the Agreement, nor will it employ them or have them work for it in some other manner, directly or indirectly.

Article 12: Liability

12.1 &ranj B.V.’s liability for attributable failure to perform its obligations and/or on the basis of an unlawful act is limited to the reimbursement of direct damage sustained by the Client up to a maximum of the amount paid out in the case concerned by &ranj B.V.’s insurance, or up to a maximum of the amount of the fee stipulated for the performance of the Agreement, with the fee stipulated for one year applying in cases of continuing performance contracts.
12.2 Direct damage is exclusively taken to mean:
12.3 reasonable costs the Client would have to incur so for &ranj B.V.’s performance to conform with the Agreement; however, this alternative damage will not be reimbursed if the Agreement is dissolved by or on the demand of the Client;
12.4 reasonable costs incurred by the Client because it was necessary to keep its old system or systems and the associated facilities operational longer because &ranj B.V. did not deliver on a delivery date which was a binding deadline for it, less any savings that result from the deferred delivery;
12.5 reasonable costs incurred to determine the cause and the scope of the damage, to the extent that this relates to direct damage in the sense meant in this Agreement;
12.6 reasonable costs incurred to prevent or limit damage, to the extent that the Client demonstrates that these costs resulted in a limitation of direct damage in the sense meant in this Agreement.
12.7 Any liability of &ranj B.V. for anything other than direct damage (“indirect damage”), including but not limited to consequential damage, loss and/or damage to data, loss of profits and loss of sales, is excluded.
12.8 The limitations referred to in the preceding paragraphs of this article will not apply if and to the extent that the damage is the result of intent or wilful recklessness on the part of &ranj B.V. or its management (“own acts”).
12.9 In all cases, &ranj B.V. is only liable on account of an attributable failure to perform the Agreement if the Client immediately and in the form of a proper written notice informs &ranj B.V. that it is in default, stating a reasonable term in which the attributable failure can be remedied, and after this term &ranj B.V. continues to fail attributably to perform its obligations, except in the event of permanent attributable failure. The notice of default must comprise a description of the failure that is as complete and detailed as possible, so that &ranj B.V. is able to respond adequately.
12.10 The creation of any right to compensation is always conditional on the Client reporting the damage to &ranj B.V. in writing a soon as possible after it has come about. Any claim for compensation against &ranj B.V. will cease to exist simply by the passage of twelve (12) months after the claim arose.
12.11 The Client bears the full risk and responsibility for its use of the Services. &ranj B.V. does not accept any liability for the use made by the Client of the Services. The Client indemnifies &ranj B.V. against any claims of third parties arising from the Client’s use of the Services.

Article 13: Force majeure

13.1 In the event of force majeure there is no attributable failure in the performance of the Agreement by the Parties.
13.2 Force majeure includes, among other things, disruptions in the supply of electricity, strikes, riots, government measures, fire, natural disasters, floods, failure on the part of the Parties’ suppliers, failure on the part of third parties enlisted by the Parties, disruptions in the internet connection, hardware malfunctions, malfunctions in networks, including telecommunication networks, and other unforeseen circumstances.
13.3 If the force majeure lasts at least thirty (30) days, the Parties are entitled to dissolve the Agreement without being obliged to reimburse any damage, to undo any work or to pay any compensation for such dissolution.
13.4 If &ranj B.V. can still perform in part at the time of the force majeure, or if it has performed, it is authorised to perform this service and to invoice it separately, as if it concerned a separate Agreement.

Article 14: Transfer of rights and obligations

14.1 The Parties may only license, sublicense or transfer the rights and obligations arising from the Agreement to third parties if the other Party agrees to this in writing.

Article 15: Settlement and mediation

15.1 If a dispute between the Parties cannot be resolved to their satisfaction, before submitting the dispute to a court it will be submitted to the Parties’ authorised representatives to investigate the possibilities of a settlement, or to an independent mediator for mediation.

Article 16: Applicable law and competent court

16.1 These General Terms and Conditions are governed exclusively by Dutch law.
16.2 The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
16.3 Any disputes that arise between &ranj B.V. and the Client in the context of or in connection with this Agreement will exclusively be submitted to the competent court in the district of Amsterdam.

General Terms and Conditions of Supply - Ranj B.V. 2013-2020

These General Terms and Conditions have been filed at the Chamber of Commerce in Rotterdam in October 2013. A copy of these will be sent free of charge on request and can also be viewed at www.ranj.com

Article 1: Definitions, applicability of General Terms and Conditions, general provisions

1.1 These General Terms and Conditions apply the following definitions:

1.1.1. Third parties: All parties other than Ranj or the Client.

1.1.2. Services: All possible work that Ranj carries out that is commissioned by the Client in the particular field of (online), digital or non-digital entertainment and infotainment, game development and animation, for use (or broadcasting) via a computer, television, (mobile) telephone or the internet, etc., and all of these in the broadest sense of the word, including, but not restricted to, programming, advising, designing/having designed, producing, managing, delivering/arranging workshops and courses, and all these (types of) work in the broadest sense of the word;

1.1.3. Goods: All (parts) of hardware, software and/or video and visual material, all in the broadest sense of the word, which Ranj supplies the Client with pursuant to the Agreement, as well as all (proprietary) rights to these and/or to the Services;

1.1.4. Client: The party with which Ranj has concluded an Agreement or to which party Ranj is submitting a quotation in respect of the delivery of Goods and/or Services by Ranj to this party;

1.1.5. Agreement: The agreement between Ranj and the Client pursuant to which Agreement Ranj delivers Goods and/or Services to the Client;

1.1.6. Parties: Ranj and the Client;

1.1.7. Ranj: The private limited liability company Ranj B.V. of Rotterdam and its subsidiaries and affiliated companies;

1.1.8. Terms and conditions: These applicable General Terms and Conditions.

1.2. These Terms and Conditions shall apply to each quotation made by Ranj and each Agreement. Changes/additions to the Terms and Conditions shall only apply if these have been agreed by Ranj with the Client in writing.

1.3. All of the Client’s general terms and conditions (in the broadest sense of the word) are expressly excluded. By accepting one of Ranj’s quotations and/or concluding an Agreement with Ranj, the Client thereby expressly agrees that none of the Client’s general terms and conditions shall apply to this quotation and/or this Agreement.

1.4. In the event that any provision of these Terms and Conditions is invalid or is rendered invalid, the remaining provisions of the Terms and Conditions shall remain in full force. The parties shall then enter into consultation with regard to the invalid/invalidated provision, whereby the objective and purpose of this invalid/invalidated provision shall be taken into account.

1.5. Ranj reserves the right to alter these Terms and Conditions with immediate effect by providing the Client with written/electronic notification. The key provisions of the Agreement that have meanwhile been agreed, such as the nature, content, scale and price of the Parties’ work shall then remain in full force.

1.6. In the event that, when Ranj is delivering Goods or Services to the Client, (parts of) goods and/or services are involved that Third parties have supplied to Ranj and to which latter delivery of (parts of) goods and services the general terms and conditions of those third parties apply, the provisions of the general terms and conditions of those Third parties shall also apply for the delivery of the Goods and Services by Ranj to the Client, if and insofar as those general terms and conditions are not contradictory to these Terms and Conditions, in which in the latter case the applicable provisions of these Terms and Conditions prevail.

Article 2: Offer, formation of Agreement, extension of Agreement

2.1 Each quotation made by and/or on behalf of Ranj, in whatever form, shall be without obligation and is not binding upon Ranj, unless expressly agreed otherwise and in writing by Ranj, and may be withdrawn by Ranj and amended, even once it has been accepted by the Client.

2.2 Any amendment/addition, however small or minor, made by the Client to a quotation made by of on behalf of Ranj, shall constitute a rejection of this quotation by the Client, to which quotation Ranj is no longer bound on account of the rejection by the Client.

2.3 An Agreement only becomes effective by means of written/electronic acceptance and/or confirmation of the order by Ranj.

2.4 Additions/changes to the agreements made by the Parties shall only be effective following the express written/electronic acceptance of this by Ranj.

Article 3: Prices, payment, statutory interest, compensation

3.1 All prices and rates that apply to a quotation made by or on behalf of Ranj and to an Agreement are given in euros, unless otherwise stated in writing/electronically.

3.2 Unless expressly stated otherwise in writing or electronically by Ranj in the quotation made either by or on behalf of Ranj and/or agreed by Ranj with the Client, all prices and rates given shall be exclusive of sales tax (VAT), other government taxes, transport costs, administration costs, shipping costs, travel times, travel costs and accommodation expenses.

3.3 Ranj will ask the Client to pay any increase in government taxes that occurs in the meantime (during the term of the Agreement between Ranj and the Client).

3.4 The Client will pay all of Ranj’s invoices within the times of payment stated or within the payment time stated on the invoice if this latter payment time differs from the payment time stated in the Agreement. If no payment time has been stated in the Agreement between Ranj and the Client or on the invoice itself, a payment time of fourteen days shall apply.

3.5 The Client shall at no point in time and in no way whatsoever be entitled to any compensation, discount or adjustment with regard to Ranj’s invoices.

3.6 In the event that the Client does not pay an amount that is due to Ranj within the applicable time of payment by virtue of an invoice, the Client shall be due default interest of one and a half percent per calendar month over the outstanding amount (whereby part of a month will be counted as an entire calendar month) without any further notice of default being required. If this invoice has not been paid once a period of fourteen days has elapsed following the date on which the time of payment has elapsed, the Client must pay Ranj’s non-legal and – if applicable – legal collection costs relating to the recovery of the outstanding amount. Ranj’s non-legal collection costs amount to at least fifteen percent of the outstanding amount.

3.7 Ranj has a retention right to all Goods supplied by Ranj to the Client which, in the case at hand, are held by Ranj, until such time as the Client has complied with all of its obligations relating to Ranj under the Agreement and these Terms and Conditions.

3.8 Ranj shall be entitled at all times to require a guarantee from the Client with regards to timely and complete payment on delivery of Goods and Services.

Article 4: Delivery times, delivery

4.1 Each delivery date specified by/on behalf of Ranj in a quotation or in an Agreement relating to Goods and/or Services shall be complied with as much as is possible, but is not expressly intended as a deadline, unless explicitly agreed otherwise in writing/digital format by Ranj. If a delivery time is exceeded by Ranj, Ranj shall not be in default. Ranj shall only be in default following written/digital notice of default from the Client, whereby Ranj is granted a reasonable period in which to fulfil its obligations and Ranj fails to comply within this given period.

4.2 Delivery of Goods by Ranj to the Client shall take place in Ranj offices/warehouse, unless explicitly agreed otherwise in writing/digital format by Ranj. The date and time of delivery of Goods by Ranj to the Client shall be the date and time of delivery at Ranj offices/warehouse, unless explicitly agreed otherwise beforehand.

4.3 In the event that Parties have agreed on an (acceptance) test relating to the supply of Goods and/or Services, then the end of the day/period of the (acceptance) test shall apply as the date and time of delivery, unless expressly agreed otherwise in writing/digital format by Ranj, whereby acceptance on the part of the Client may not be withheld on grounds other than grounds that are directly related to those which the Parties expressly agreed on in writing/digital format, and not upon grounds related to minor faults in the Goods and/or Services. During the period of the (acceptance) test, the Client shall not be permitted to use (in the broadest sense of the word) the Goods and/or Services, unless expressly agreed otherwise in writing beforehand.

4.4 In the event that Parties have agreed to a (acceptance) test with regard to the supply of Goods and/or Services as referred to in article 4, paragraph 3, and during the period of the (acceptance) test, the Goods and/or Services are found to be faulty, (not those minor faults as referred to in article 4, paragraph 3), the period of the (acceptance) test – and with it the period up until the date/time of delivery as referred to in article 4, paragraph 3 — shall be extended by an amount of time that is necessary in order to rectify the faults, unless the origin/existence of the faults, whatever may be the reason, is at the expense and risk of the Client.

4.5 Delivery of Services by Ranj to the Client will take place at Ranj offices and/or at the Client’s offices, unless expressly agreed otherwise in writing beforehand. The date and time of delivery of Services by Ranj to the Client shall be the date and time at which the business undertaken by Ranj in the Agreement with the Client is complete.

Article 5: Ownership, risk

5.1 All Goods supplied by Ranj to the Client shall remain the sole property of Ranj until such time as all contractual and/or legal obligations of the Client, in relation to Ranj that are related to/arise from delivery, have been met by the Client. Such obligations of the Client shall include the obligation of the Client to make payment for all amounts agreed in writing/digital format with Ranj, if applicable, including interest and costs as referred to in article 3, paragraph 8.

5.2 In the event that the Client does not meet its obligations to Ranj to pay, to pay on time or to pay completely, Ranj shall be entitled, following written/digital notice of default and after notifying the Client, to gain entry to the premises where the goods are held and to repossess the supplied Goods.

5.3 In the event that new Goods have formed/arisen from Goods supplied by Ranj, these new Goods shall be regarded as having been formed/arisen on behalf of Ranj. The Client may only take possession of the new Goods oncethe Client has met all of its payment obligations in relation to Ranj.

5.4 In the event that the Agreement between Ranj and the Client should end prematurely (for whatever reason) as referred to in article 14, the Goods delivered by Ranj to the Client will (once again) become property of Ranj. In this eventuality, the Client is to cooperate fully in the transfer of property to Ranj as is necessary in this eventuality.

5.5 The risk (in the broadest sense of the word) associated with Services and Goods supplied by Ranj to the Client will pass to the Client on the date and time of delivery of the Services and Goods as referred to in article 4, or on the earliest date and time on/at which the Client becomes the (actual) owner of the Goods.

Article 6: Intellectual and industrial property rights

6.1 All intellectual and industrial property rights by virtue of the Agreement between Ranj and the Client as a result of Goods and Services developed by/on behalf of Ranj (all in the broadest sense of the word, which shall be understood to include – but not be limited to – software, source codes, designs, analyses, written/digital documentation, databases, reports, manuals, models and techniques) rest exclusively with Ranj, its licensers and/or the relevant producer/manufacturer, unless expressly agreed otherwise in writing beforehand. The Client shall solely receive a non-exclusive and non-transferable/non-lettable (all in the broadest sense of the word) right to make use of the Goods as referred to in this paragraph of this article as well as the abilities granted to the Client in the Agreement or by means of these Conditions, unless expressly agreed otherwise in writing beforehand.

6.2 The Client shall not be permitted to change and/or remove any details with regard to the copyright, brands, trademarks or other intellectual and industrial property

rights of the Goods supplied by Ranj, unless expressly agreed otherwise in writing beforehand. The client shall refrain from infringing the intellectual and industrial property rights of the Goods belonging to Ranj, its licensers and/or the producer/manufacturer concerned.

6.3 The Client shall not be permitted in any way to change (or have changes made), replicate or copy (or have copies made) the Goods supplied by Ranj (all in the broadest sense of the word, which shall be understood to include – but not be limited to – software, source codes, designs, analyses, written/digital documentation, databases, reports, manuals, models and techniques), unless expressly agreed otherwise in writing beforehand.

6.4 Ranj has the right to take or have technical measures taken to safeguard the Goods (particularly, but not limited to software).

Article 7: Guarantee

7.1 In accordance with the stipulations in these Conditions, Ranj guarantees the quality, the promised characteristics and the related correct functioning of the Goods and Services for a period of ninety days from the date and time of delivery of the Goods and Services as referred to in article 4, unless expressly agreed otherwise by Ranj in writing/digital format.

7.2 Ranj shall – at its own discretion – either mend/repair (at a location specified by Ranj) faults in and/or defects of the Goods and Services supplied by Ranj to the Client that are covered by the terms of the guarantee as referred to in article 7, paragraph 1, or replace these goods with a new delivery, if and in so far as the supplied Goods and Services cannot serve their purpose for the Client for which the Goods and services were supplied by Ranj because of

faults and/or defects.

7.3 All possible guarantee entitlements of the Client in relation to Ranj under this article shall become invalid with immediate effect, in the event that:

7.3.1 the Client himself makes changes (in the broadest sense of the word) to the supplied Goods.

7.3.2 the Client has not used the supplied Goods and Services (entirely) for the purpose for which the Goods and Services were supplied by Ranj and/or have not been

used (entirely) according to the instructions/manual provided by Ranj, its licensers and/or the producer/manufacturer concerned.

7.3.3 the Client has defaulted in compliance with any obligations with regard to Ranj by virtue of the Agreement between Ranj and the Client.

7.4 In the event that Ranj replaces (components of) Goods under the guarantee referred to in this article, the replaced (components of the) Goods will (again) remain/become property of Ranj.

7.5 The requirements met by Ranj under the guarantee referred to in this article shall constitute as the only and full compensation (obligation) for any damage on the part of Ranj in relation to the Client.

Article 8: Complaints

8.1 Without prejudice to the provisions of article 7, Ranj shall only be obliged to handle complaints with regard to Goods and Services supplied to the Client by Ranj, as well as submitted invoices if these Ranj receives these complaints from the Client in writing/digital format within eight days following the date and time of delivery or submission respectively, including a detailed statement of the cause for complaint. With regards to hidden faults, the same shall apply, provided that the eight-day period begins on the date and time at which the Client discovered the hidden fault or could have discovered it.

8.2 In the event that the Client does not file a complaint in the manner referred to in article 8, paragraph 1, he/she shall lose the right to complain with regards to the Goods and Services supplied and the invoices submitted by Ranj.

8.3 Complaints made by the Client as referred to in article 8, paragraph 1 shall not release the Client at any time from its obligations to effect payment to Ranj.

Article 9: Liability, indemnification

9.1 Any liability of Ranj due to an attributable failure to fulfil any obligation to the Client with regard to the provision of Goods and Services is (exclusively) limited to compensation for direct loss (exclusively) of the Client and up to a maximum of half of the amount due and paid (on the basis of that provision by the Client to Ranj within the year in which the failure occurred) (excluding VAT), all this on the condition that the Client must have informed Ranj in writing of that direct loss within a period of three months after the date on which Ranj’s attributable failure occurred, after the expiry of which three-month period any liability of Ranj for any loss whatsoever (in the broadest sense of the word) is further excluded. Any liability of Ranj for any loss whatsoever (in the broadest sense of the word) as a result of an

attributable failure by Ranj occurring after a period of one year after the date on which the order has been finished/completed by Ranj, is also excluded.

9.2 In any event any liability of Ranj for a direct loss of the Client as meant in paragraph 1 of Article 9 is limited to a maximum amount of five hundred thousand euros per event with a maximum of one million euros per calendar year.

9.3 Any liability of Ranj for any (direct or indirect) loss of the Client as a result of disruptions of the access (whether or not of Third Parties) to servers, (mobile) telecommunication equipment, the internet (in the broadest sense of the word), accounts and e-mail addresses and/or as a result of a fault in the security of stored details/information/data (everything in the broadest sense of the word) of the Client and/or of Third Parties, and/or as a result of actions or omissions by Third Parties with regard to Goods and Services provided by Ranj to the Client, is excluded.

9.4 Any liability of Ranj for any indirect loss of the Client including – but not limited to – consequential loss (whether or not suffered by or at Third Parties), lost turnover, lost profits, damage to reputation, missed savings, loss of data and loss due to business stagnation and non-deployed work force, is excluded.

9.5 Any liability of Ranj for any (direct and/or indirect) loss (in the broadest sense of the word) of the Client as a result of the use (in the broadest sense of the word) by the Client of Goods and Services provided by Ranj to the Client in combination with Goods and Services not provided by Ranj to the Client, unless that combined use has been explicitly agreed in writing/digitally by Ranj prior to that combined use, is excluded.

9.6 Unless the performance by Ranj is permanently impossible, Ranj will only become liable (exclusively) for direct loss of the Client due to an attributable failure to fulfil any obligation if the Client sends a notice of default in writing to Ranj within three months after the date on which the attributable failure of Ranj occurred, allowing the Client a reasonable period to remedy the failure, and if Ranj also remains attributably in default of fulfilling that obligation with regard to the Client after that reasonable period.

9.7 The Client shall indemnify Ranj against all claims by Third Parties due to (loss as a result of) the lawful or unlawful use (in the broadest sense of the word) by the Client and/or (those) Third Parties of Goods and Services provided by Ranj to the Client, within the Netherlands as well as abroad.

9.8 The Client shall indemnify Ranj against all claims by Third Parties due to (loss as a result of) the provision by Ranj to the Client of the Goods and Services, in the Netherlands as well as abroad.

9.9 Ranj’s liability exclusions as meant in this Article will lapse in the event of intention or conscious recklessness on the part of Ranj’s management.

Article 10: Force majeure

10.1 No Party is obliged to comply with any obligation in case of impediment due to force majeure. Force majeure is defined as including any failure on the part of suppliers from Ranj.

Article 11: Implementation, changes to operations/Agreement

11.1 Ranj shall carry out its operations under the Agreement to the best of its perception, efforts and ability.

11.2 Ranj shall carry out its operations under the Agreement during normal working hours, unless expressly agreed otherwise in writing/digital format by Ranj.

11.3 The Client shall provide Ranj within the context of the Agreement with all the necessary details and information and shall lend its full cooperation, all in the broadest sense of the word, which shall be understood to include – but is not limited to – making staff from the Client available and the providing Ranj/Third Parties with access to facilities, the details, information and cooperation that is necessary/important/may be needed by Ranj in carrying out its operations.

11.4 Ranj shall be permitted to replace staff affected by the operations being carried out under the Agreement with other staff if Ranj considers it necessary.

11.5 Ranj shall be permitted to make use of the services provided by Third Parties in carrying out its operations under the Agreement.

11.6 In the event that Ranj carries out other operations/provides other Goods and/or Services with at the request of or as previously agreed with the Client that are not included in the content or scope of the (original) Agreement between Ranj and the Client, the Client shall reimburse Ranj for these operations/Goods and/or Services according to the applicable tariffs/prices of Ranj.

11.7 The Client bears sole responsibility for the correct usage and the correct utilisation of the Goods and Services supplied to the Client by Ranj.

11.8 The Client shall be obliged to observe all instructions and advice (all in the broadest sense of the word) from Ranj with relation to the supply of Goods and Services and the use of those Goods and Services, as well as all applicable legal terms and regulations with regard to that usage.

Article 12: Circumstances resulting in increased costs, settlement of supplementary work

12.1 In the event that circumstances resulting in increased costs arise, Ranj shall inform the Client of this as soon as possible. In the event that these circumstances of increased costs cannot be attributed to Ranj, these shall be settled in the manner of making adjustments for supplementary work as referred to in this article.

12.2 Ranj shall be permitted without prior agreement from the Client to carry out supplementary work or have this carried out and to charge the Client for the costs in connection with this in the event that these costs do not amount to more than fifteen per cent of the amount originally agreed on by the Parties involved. Ranj shall inform the Client of this in writing/digital format.

12.3 In the event that the costs involved amount to more than fifteen per cent of the amount originally agreed, Ranj shall inform the Client of this in writing/digital format as soon as possible and, if the Client so wishes, the Parties will meet prior to supplementary work being carried out to discuss the measures and steps to take.

12.4 The Client shall be considered to have agreed to supplementary work being carried out if Ranj informed the Client on time about the supplementary work being carried out as referred to in article 12, paragraph 3 and the Client failed to provide a relevant response, after which Ranj has proceeded to carry out the supplementary work.

Article 13: Confidentiality

13.1 Parties shall reciprocally observe absolute confidentiality in respect of all details and information (all in the broadest sense of the word) concerning Parties, with which Parties within the context of the Agreement are known/made known and from which the confidential character of the Party is known/required. If this regulation is breached by (one of) the Parties, the one Party in respect of the other Party will incur a penalty of an immediately payable fine of fifty thousand euros, notwithstanding the obligation of one party to reimburse the other party of the actual losses incurred, in addition to payment of the fine.

Article 14: (Premature) Termination of Agreement, consequences

14.1 Either of the Parties may prematurely terminate/dissolve the Agreement with immediate effect, without notice, in writing, in the event that:

14.1.1 suspension of payment or insolvency is applied for by (one of) the Parties

14.1.2 (one of the) Parties is dissolved or goes into liquidation

14.2 Ranj may prematurely terminate/dissolve the Agreement with immediate effect, without prior notice in writing/digital format if the Client, following notice of default by Ranj and the subsequent expiry of the compliance deadline stated in the notice of default, is in default in compliance of any contractual and/or legal obligations relating to Ranj.

14.3 Ranj may prematurely terminate/dissolve the Agreement while observing a notice period of one calendar month with effect from the end of a calendar month by providing notification in writing/digital format in the event that, by virtue of the position/disposition of the Client (or by Third Parties brought in by the Client) it is unreasonable for Ranj to expect the Agreement to continue.

14.4 Either of the Parties may prematurely terminate/dissolve the Agreement while observing a notice period of one calendar month with effect from the end of a calendar month by providing notification in writing/digital format, in the event that:

14.4.1 during a period of longer than thirty days, a situation of force majeure persists as referred to in article 10, and it is not reasonable to assume that the situation of force majeure will end within thirty days;

14.4.2 the parties cannot reach an agreement regarding measures and steps to be taken concerning supplementary work as referred to in article 12, paragraph 3.

14.5 Any Agreement with a term of longer than one year may only be prematurely terminated/dissolved in writing/digital format by Parties with effect from the end of a calendar month subject to the notice period of three months, and only if the Client has reimbursed Ranj for all costs already incurred (due to the supply of Goods and/or Services), those costs that are connected to the entire term as was originally intended, except where defined otherwise in this article and except for where defined otherwise in the Agreement.

14.6 In the event that article 14, paragraph 2 is applicable, termination/dissolution of the Agreement shall not affect the obligation of the Client to immediately pay all amounts connected with the deliveries of Goods and Services to the Client by Ranj up to and including the date of termination/dissolution of the Agreement, as well as to reimburse Ranj for all losses (in the broadest sense of the word) incurred and interest, all in connection with the termination/dissolution of the Agreement by Ranj.

14.7 In the event that this article is applicable, all Parties shall remain obliged to comply fully with all (mutual) obligations which, due to their nature, rest with the Parties after termination/dissolution of the Agreement.

14.8 In the event of termination/dissolution of the Agreement by Ranj as referred to in this article, Ranj shall not be obliged in any way to pay any compensation (for damages) to the Client.

Article 15: Use of the company name, publicity

15.1 The Client, in the course of making public and/or using (all in the broadest sense of the word) the Goods and/or Services supplied by Ranj, and with it the name of Ranj and other logos/statements relating to the ownership rights of Ranj of the Goods and/or Services, shall operate in the manner specified by Ranj, unless expressly agreed otherwise beforehand.

Article 16: Miscellaneous

16.1 During the term of the Agreement as well as during a one-year period after its expiry, Parties shall refrain from employing staff belonging the other party or, to directly or indirectly have these staff carry out work for them or to pursue this, without the prior agreement of the other party. In the event that this regulation is breached by (one of the) Parties, the one Party in respect of the other Party shall incur a penalty of an immediately payable fine of fifty thousand euros.

16.2 The Client shall not be permitted to transfer rights and/or obligations to Third Parties under the Agreement and/or the Conditions in relation to Ranj, unless with express prior agreement in writing/digital format by Ranj.

16.3 The Client shall not be permitted to hire out, transfer and/or pledge the Goods supplied to the Client by Ranj to Third Parties, without prior express agreement in writing/digital format by Ranj.

16.4 In the event that Ranj does not exercise any right and/or does not have recourse to a remedy under the Agreement and/or the Conditions, this shall not constitute a waiver of that right or legal remedy.

16.5 The Client shall comply with all applicable laws, regulations and stipulations in relation to (re-) import and export of the Goods, which shall be understood to include – but is not limited to – those of the EU, Dutch and American authorities.

16.6 Ranj is permitted to use the name of the Client and/or the nature/purpose of the Agreement and/or the nature of the Goods and/or Services supplied under the Agreement for promotional purposes (in the broadest sense of the word).

Article 17: Applicable law, authorised judge

17.1 Dutch law is exclusively applicable to each quotation and each Agreement and all disputes in connection with these.

17.2 Any disputes between the Parties shall, at the discretion of Ranj, be brought before either the Netherlands Arbitration Institute in Rotterdam or the District Court of Rotterdam.

Terms and Conditions
&ranj B.V.

Terms and Conditions 2023

Terms and conditions Ranj B.V. 2021-2022

General Terms and Conditions of Supply - Ranj B.V. 2013-2020

Article 1: Definitions, applicability of General Terms and Conditions, general provisions

Article 2: Offer, formation of Agreement, extension of Agreement

Article 3: Prices, payment, statutory interest, compensation

Article 4: Delivery times, delivery

Article 5: Ownership, risk

Article 6: Intellectual and industrial property rights

Article 7: Guarantee

Article 8: Complaints

Article 9: Liability, indemnification

Article 10: Force majeure

Article 11: Implementation, changes to operations/Agreement

Article 12: Circumstances resulting in increased costs, settlement of supplementary work

Article 13: Confidentiality

Article 14: (Premature) Termination of Agreement, consequences

Article 15: Use of the company name, publicity

Article 16: Miscellaneous

Article 17: Applicable law, authorised judge

Services

Resources

Contact Us

Terms and Conditions &ranj B.V.

Terms and Conditions 2023

Terms and conditions Ranj B.V. 2021-2022

General Terms and Conditions of Supply - Ranj B.V. 2013-2020

Article 1: Definitions, applicability of General Terms and Conditions, general provisions

Article 2: Offer, formation of Agreement, extension of Agreement

Article 3: Prices, payment, statutory interest, compensation

Article 4: Delivery times, delivery

Article 5: Ownership, risk

Article 6: Intellectual and industrial property rights

Article 7: Guarantee

Article 8: Complaints

Article 9: Liability, indemnification

Article 10: Force majeure

Article 11: Implementation, changes to operations/Agreement

Article 12: Circumstances resulting in increased costs, settlement of supplementary work

Article 13: Confidentiality

Article 14: (Premature) Termination of Agreement, consequences

Article 15: Use of the company name, publicity

Article 16: Miscellaneous

Article 17: Applicable law, authorised judge

Services

Resources

Contact Us

Terms and Conditions
&ranj B.V.