Terms of Service

Article 1. Identity of DIA-Solutions B.V. and its subsidiaries dir/active B.V. and iARTA B.V.

Visiting address

Address : Bergweidedijk 2

Postal code/city : 7418 AD Deventer

Telephone: :+31 85 666 51 79

E-mail address : info@dia-solutions.com

Chamber of Commerce number : 18063613

VAT number : NL809488000B01

Article 2. Definitions

In this agreement, the following terms are used with an initial capital letter. These terms are understood to mean (in alphabetical order):

Department: an (independent) unit at a Location

Equipment: the equipment on which or in conjunction with which the Software is to be implemented by DIA-Solutions B.V. and is to function.

Appendices: appendices to this agreement which, after being initialled by both parties, form part of this agreement. The appendices contain the conditions to which this agreement refers.

Contract extension: a supplementary statement/listing of Software to be made available (and the price model), (additional) Modules and other agreements.

Documentation: the Documentation accompanying the Software.

Hosting: making the Software available other than at the Location (either via the servers of Dia-Solutions or via the servers of certified third parties)

Implementation plan: the plan that determines when and how the Software will be installed, implemented and delivered.

Effective date: the date as stated on the Quotation or the Contract Extension.

Licence: (right of use) the right of the Client to use the Software (developed by DIA-Solutions B.V.) in accordance with the provisions of this agreement.

Location: the location where the Software will be used and installed.

Master agreement: the initial agreement.

Materials: the auxiliary materials required for the use and Implementation of the Software, such as software, supplies, interfaces, compilers, etc. which are necessary for the Software to function.

Module: (a piece of) separate Software with a specific (often specialised) function.

Quotation (or order confirmation): the quotation (or order confirmation) issued by DIA-Solutions B.V. to the Client, stating the Software to be made available (and the price model), (additional) Modules and other agreements.

Price index figure: for Dutch and Belgian customers, the price index figure for specialist medical care, as published by the Dutch Healthcare Authority (NZa) annually, or the AGORIA index national average is applied (the choice depends on the agreement in the contract). For customers outside the Netherlands and Belgium, indexation is applied in accordance with the agreements in the contract.

(standard) Software: the software developed by or on behalf of DIA-Solutions B.V. (including if it has been modified or extended for the benefit of the Client).

System software: the independent operating software with associated documentation.

Working days: all office days (Monday / Friday), with the exception of recognised public holidays.

Working day hours: the hours on Working Days between 08.30 and 17.00.

Article 3 Applicability

These general terms and conditions apply to every offer from DIA-Solutions B.V. and to every agreement concluded between DIA-Solutions B.V. and the Client. General or specific conditions used by the Client are not accepted by DIA-Solutions B.V. and do not apply to the offer and the agreement, unless otherwise agreed.

Before the agreement is concluded, the text of these general terms and conditions will be made available to the Client. If this is not reasonably possible, DIA-Solutions B.V. will, before the agreement is concluded, indicate how the general terms and conditions can be inspected at DIA-Solutions B.V.

If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or are annulled, the agreement and these conditions will otherwise remain in force and the provision in question will be replaced without delay in mutual consultation by a provision that approaches the purport of the original as closely as possible.

Situations in connection with the agreement that are not regulated in these general terms and conditions must be assessed 'in the spirit' of these general terms and conditions. Ambiguities about the interpretation or content of one or more provisions of these general terms and conditions must be interpreted 'in the spirit' of these general terms and conditions.

Article 4 (A). Grant of licence.

DIA-Solutions B.V. grants the Client a Licence for the Software, including the accompanying Documentation and Materials, as mentioned in the Quotation, Agreement or the (additional) Contract Extension.

The scope/extent of the Licence - as regards the Location, the number of Departments, as well as the Modules covered by the Licence - as well as the consequences in the event of exceeding that stated scope, is described in the initial quotation, agreement or the (additional) contract extension.

Unless the agreement expressly states otherwise, the Licence includes permission to perform or have performed all actions relating to or connected with the use of the Software, all this only for the purpose of the optimal use of the Software for which it is intended, provided that it is in the context of the normal activities of the Client.

The right of use referred to in this article is not exclusive and not transferable or (sub)licensable to third parties. The right of use is not tied to specific equipment or a specific workplace, provided that the Client uses the Software exclusively for use within his/her organisation.

The Client is entitled - if the Equipment is wholly or partially out of operation due to malfunction(s) - to use the Software on replacement Equipment regardless of where this Equipment is located. This right continues until the moment the malfunction in the Equipment has been rectified and the use of the Software on it is possible again.

Article 4 (B). Method of making the Software available

(or) The Software will be installed by DIA-Solutions B.V. at the Client's Location.

(or) The Software will be made available to the Client by DIA-Solutions B.V. by means of Hosting. The Hosting conditions can be requested.

Article 4 (C). Master agreement

The initial agreement also functions between the parties as a master agreement when concluding a new agreement for additional modules/extensions or new Locations (departments).

The conclusion of a new agreement for additional modules/extensions or new Locations (departments) then takes place by completing and signing a (new/additional) contract extension. The provisions and stipulations of this (master) agreement then apply to that new agreement(s), unless expressly deviated from in the agreement.

When concluding a new agreement for additional modules/extensions, it applies - unless the parties expressly agree otherwise - in principle that the maintenance period of all Modules / extensions - commences (again) per the (effective) date of signing of the new agreement for the additional Modules/extensions.

Article 5. Implementation plan

Prior to installation and implementation, an Implementation Plan will be drawn up by DIA-Solutions B.V.

The Implementation Plan will be signed by both parties. Deviations from the plan must be recorded in writing.

The responsible contact persons as included in the Implementation Plan are authorised to represent and bind the party that has appointed them - in the context of the actual execution of this agreement - unless one party expressly notifies the other party in writing to the contrary at any time.

Commissioning of the Software by the Client counts as delivery, in which case the Software is deemed to have been (unconditionally) approved.

Article 6. Training

DIA-Solutions B.V. will familiarise the Client and its staff with the use of the Software. The support is provided by experts who are competent and suitable and is provided as much as possible by those experts who are or were involved in the Implementation.

The nature, scope and duration of the support, as well as the nature of the experts, will be stated in a further Implementation Plan to be drawn up if necessary.

For the further duration of this agreement, DIA-Solutions B.V. is willing and able to provide training to the Client's staff for the use of the Software at reasonable conditions and rates to be agreed upon at that time.

The Client undertakes to make sufficient and (sufficiently) qualified personnel available to and by DIA-Solutions B.V. in the context of the training and supervision for the execution of this article.

The scope (in persons and duration) and the costs of the training are described in the Quotation or the (additional) Contract Extension.

Article 7. Documentation

DIA-Solutions B.V. will provide the Client with Documentation on the properties and uses of the Software. The Documentation will be delivered simultaneously with the delivery of the Software or made accessible digitally (whether or not via the website of DIA-Solutions B.V.).

Article 8. Maintenance and Support

DIA-Solutions B.V. will maintain the Software in accordance with the provisions of the general terms and conditions, the agreement and the separately drawn up SLA.

The maintenance (Maintenance) will comprise:

Preventive maintenance: maintaining the Software, i.e. by taking appropriate measures, both preventive and corrective, safeguarding the Software for the duration of this maintenance agreement. A - Corrective maintenance: tracing and rectifying defects in the Software and Documentation, after these have been reported by the Client. B - Improvement and development maintenance: making available improved (Updates) and renewed (Upgrades) versions of the Software. C - Support: providing telephone assistance - or via electronic means (by logging into the Client's systems / remote assistance) - in case of defects, as well as providing advice by telephone (or via e-mail or another communication channel) on the use and functioning of the Software.

Maintenance does not include making specific for or rectifying malfunctions in System Software, network facilities, peripheral equipment or regulations.

The repair work will be carried out uninterruptedly and during normal working hours and Working Days and will be completed as soon as possible, in accordance with the SLA.

DIA-Solutions B.V. will inform the Client as early as possible about improved and renewed versions, as well as about their content and consequences. If the Client requests DIA-Solutions B.V. to install a new version of the software, DIA-Solutions B.V. is entitled to charge a fee for this at the then applicable rates.

DIA-Solutions B.V. reserves the right to provide maintenance only for the latest and second-to-last version of the Software, without prejudice to the Client's obligations under this maintenance agreement.

The Client undertakes to keep its technical infrastructure up to standard (capacity) and up to date (current).

The SLA includes the agreements in accordance with the place and time of execution of maintenance, the reporting structure, as well as the rates for the additional services. The SLA is a standard document and part of the agreement and contains the agreements made between the parties.

Article 9. Duration of the Agreement and Prices

This agreement is entered into per the agreed effective date. In the absence of an effective date, the date of signing of the contract, or the actual commissioning by the Client, will initially apply as the Effective Date.

The Licence - as referred to in article 4 - is granted as of the Effective Date, for the duration of the maintenance agreement (as referred to in paragraph 1). The Licence cannot be terminated (interim) by DIA-Solutions B.V., subject to the provisions of article 16.

The Maintenance is entered into per the Effective Date of the contract for the term included in the contract and is extended by 1 year at a time after the expiry of that term, subject to the termination as referred to in article 16.

The Client may terminate at any time - subject to the provisions of article 16.

As remuneration for the Implementation, Training, the Licence, the Maintenance and the other costs, the Client will pay DIA-Solutions B.V. the amount as further specified in the Quotation or (additional) Contract Extension and in the SLA.

If, due to additional wishes of the Client, which lead to a change in the requirements or the specifications, the services which DIA-Solutions B.V. must provide under this agreement are made more onerous or extensive, this will be considered additional work that is eligible for remuneration. If DIA-Solutions B.V. is of the opinion that there is additional work, it will notify the Client of this.

DIA-Solutions B.V. will, before commencing the additional work as referred to in the previous paragraph, issue a quotation regarding the scope of the additional work expected by DIA-Solutions B.V. as a result of this change and the associated costs. DIA-Solutions B.V. will not commence the additional work until it has received an express written order from the Client. The provisions of this contract apply to the additional work to be performed by DIA-Solutions B.V. DIA-Solutions B.V. is not entitled to set further or more onerous conditions when issuing the quotation.

The agreed prices and rates - with the exception of a one-off (licence) fee(s) - will be adjusted once a year - for the first time on 1 January following the year of signing of this agreement - with the price index figure for the rates of specialist medical care of the Dutch Healthcare Authority, https://www.nza.nl/onderwerpen/prijsindexcijfers.

Insofar as DIA-Solutions B.V. is obliged to charge turnover tax, the amounts stated in this agreement will be increased by the percentage of turnover tax applicable to the service at the time the work is performed. All prices and rates are fixed in Euros.

Article 10. Payment(s)

DIA-Solutions B.V. will charge the fee(s) to be paid to the Client upon delivery of the software licence to the Client or execution of the services, as included in the Quotation or the (additional) Contract Extension.

Additional work will be invoiced separately by DIA-Solutions B.V. after completion of the work. The nature and scope of the additional work performed will be expressly stated and specified in the invoice.

The (annual) maintenance amounts and SaaS licences are invoiced on the basis of the contract date. DIA-Solutions B.V. will send the invoices to the Client stating the date, project number and other data made known to it by the Client in writing.

The Client will pay the amounts due by it under this agreement to DIA-Solutions B.V. within a maximum of 30 calendar days after receipt of the invoice, in accordance with Dutch legislation (payment term act), without right to discount, settlement and/or suspension. Deviations are only permitted if agreed in writing and not to the detriment of the supplier.

In accordance with Belgian legislation on public procurement (Royal Decree of 14 January 2023), a payment term of 30 calendar days applies. Deviations must be expressly and motivatedly included in the specifications and may not be manifestly unfair.

Article 11. Intellectual (property) rights

Without prejudice to the powers granted to the Client in this agreement, all intellectual (property) rights which can be exercised with regard to the Software are vested in DIA-Solutions B.V.

If there is a difference of opinion between the parties about the ownership of materials, Software or Documentation or the intellectual (property) rights thereof, it is assumed that this ownership rests with DIA-Solutions B.V. until the Client provides evidence to the contrary.

DIA-Solutions B.V. indemnifies the Client against claims from third parties with regard to (any) infringement of intellectual (property) rights of third parties, so-called personality rights, as well as claims with regard to know-how, unfair competition and the like.

Article 12. Confidentiality and security

Without prejudice to the rights granted to the Client in this agreement, both parties will observe strict confidentiality with regard to the information about each other's organisation, the operation of the equipment, the files and Software. Except with the prior written consent of the other party, each of the parties will not make information and data carriers available to it available to third parties outside the scope of what is permitted in this agreement and will only disclose them to its / her personnel and, insofar as this is permitted under this agreement, to the relevant third parties, insofar as this is necessary for the performance of the agreed services. The parties will oblige their personnel to comply with these confidentiality provisions.

Personnel of DIA-Solutions B.V. who are involved in the execution of the work, insofar as performed at the Client's premises, are obliged to observe the security procedures maintained by the Client.

Neither party will mention this agreement in publications or advertisements without the written consent of the other party.

Article 13. Insurance

DIA-Solutions B.V. has taken out and will maintain adequate insurance for at least the risk of legal liability, up to a maximum of 1 (in words: one) million Euros;

The Client may inspect this policy (policies) on request.

DIA-Solutions B.V. undertakes, immediately after being held liable by the Client, to assign all claims with regard to payment(s) of insurance monies to the Client at the first request. DIA-Solutions B.V. undertakes to notify the aforementioned insurer of this assignment, without prejudice to the Client's right to notify this insurer of this. Insurance monies that are paid directly to the Client by the insurance company(ies) will be deducted from the compensation to be paid by DIA-Solutions B.V. to the Client for the insured event.

Article 14. Transfer of rights and obligations, under assumption

The parties are not entitled to transfer the rights and obligations under this agreement to a third party without the express written consent of the other party. This consent will not be withheld on unreasonable grounds. The party granting consent is, however, entitled to attach conditions to the granting of this consent.

If DIA-Solutions B.V. wishes to use the services of third parties in the execution of this agreement, either in sub-assumption or by temporary hiring of personnel, it will only be authorised to do so after obtaining the written consent of the Client, which consent will not be withheld on unreasonable grounds. When granting approval as referred to in this paragraph, the Client is entitled to attach conditions to the approval or to limit it in time.

Consent granted by the Client for the sub-assumption of work by third parties makes DIA-Solutions B.V. responsible and liable for the fulfilment of the obligations with regard to tax and social security legislation.

Article 15. Force majeure

If one of the parties is unable to perform or fails to perform its / her obligations under this agreement for a period of more than 90 days as a result of force majeure, the other party has the right to dissolve the agreement out of court by means of a registered letter with immediate effect, without any right to compensation arising as a result.

Article 16. Dissolution and termination

In addition to what is provided elsewhere in this agreement:

A. each of the parties is entitled to dissolve this agreement out of court by means of a registered letter if the other party - after a written reminder setting a reasonable period - remains in default of its / her obligations under this agreement.

B. each of the parties is entitled, without any reminder or notice of default being required, to dissolve the agreement out of court by means of a registered letter if the other party:

• Applies for a moratorium on payments or is granted a moratorium on payments;

• Applies for its or her bankruptcy or is declared bankrupt;

• Its or her enterprise is liquidated;

• Ceases its or her current enterprise;

• Must otherwise no longer be deemed capable of fulfilling the obligations under this agreement.

If this agreement is dissolved by the Client on the grounds of the preceding article, the Client is entitled to continue to use the Software.

Each of the parties may - after the expiry of any fixed term - terminate the maintenance at the end of each calendar year, subject to a notice period of 3 (in words: three) months.

Obligations which by their nature are intended to continue after the termination of this agreement will continue to exist after the termination of this agreement. These obligations include, but are not limited to: indemnification for infringement of intellectual (property) rights, confidentiality, assignment of insurance monies, dispute resolution, applicable law and choice of domicile.

Upon termination of the agreement, all outstanding amounts will become immediately due and payable.

Article 17. Liability & indemnification

If one of the parties fails to fulfil one or more of its/her obligation(s) under this agreement, the other party will give him notice of default, unless fulfilment of the relevant obligations is already permanently impossible, or the parties have expressly agreed otherwise in this respect, in which case the negligent party is immediately in default.

The notice of default will be given in writing, whereby the negligent party will be granted a reasonable period to still fulfil its/her obligations. This period has (only) the character of a strict deadline.

The party that culpably fails to fulfil its/her obligation(s) is liable to the other party for compensation of the direct damage suffered or to be suffered by the other party.

The liability for direct damage referred to in paragraph 3 is, per event, limited to an amount of a maximum of € 100,000 (in words: one hundred thousand euros). Direct damage is understood to mean:

Damage to Software and equipment and data files, which in any case includes: material damage, defective or non-functioning, reduced reliability and increased susceptibility to failure;

Damage to other property of the Client and/or third parties;

Costs of necessary modifications and/or changes to equipment, Software, specifications, materials or Documentation, made to limit or repair damage.

The costs of emergency provisions, such as moving to other computer systems, or hiring third parties;. DIA-Solutions B.V. is not liable for other damage - including expressly consequential damage - all this in the broadest sense of the word.

In no event will the liability of DIA-Solutions B.V. extend beyond the amount of the amounts paid by the Client to DIA-Solutions B.V. under this agreement. In no event will the liability of DIA-Solutions B.V. extend beyond the amount for which its insurance provides cover and pays out.

The Client indemnifies DIA-Solutions B.V. against all damage that DIA-Solutions B.V. may suffer as a result of claims from third parties related to the goods or services delivered by DIA-Solutions B.V. to the Client.

Article 18. Disputes, applicable law and choice of domicile

This agreement is governed by Dutch law.

In the event of a dispute, the parties will first try to resolve it in mutual consultation.

Any dispute between the parties with regard to this agreement will (then) be submitted exclusively to the competent court in the district where DIA-Solutions B.V. has its (main) office, unless the parties still agree on arbitration or a binding opinion.

In the event that a Client is established in Belgium (see under "the undersigned"), the Belgian court of first instance in Antwerp, Turnhout division, has exclusive jurisdiction, unless the parties still agree on arbitration or a binding opinion.

Article 19. General

Unless otherwise stated or contrary to these conditions, the payment conditions of DIA-Solutions B.V. agreed in the agreement apply.

Notices that the parties will give each other on the basis of the general terms and conditions will be made in writing.

Oral communications, promises, changes to this agreement or other agreements have no legal force unless they have been confirmed in writing.

The failure by one of the parties to demand performance of any provision within a period mentioned in the agreement does not affect the right to still demand performance, unless the party in question has expressly agreed in writing to the non-performance.

During the term of this agreement - as well as within a period of 2 years after its termination - the parties will not, without the prior written consent of the other party, employ (an) employee(s) of this other party, or otherwise have them work for them.

Article 20. Disclosure.

All points where a deviation from the above is made are included in the disclosure signed and initialled by both parties.