Last updated: 01-08-2023

1 Applicability and offers

1.1 These general terms and conditions apply to all offers, legal relationships and agreements whereby JIMANI, hereinafter referred to as “JIMANI,” provides goods and/or services of any kind to the client, hereinafter referred to as “other party.” Any deviations or additions to these terms and conditions are valid only if agreed in writing.

1.2 The applicability of purchasing or other conditions of the other party is expressly rejected.

1.3 If any provision of these general terms and conditions is null and void or annulled, the remaining provisions shall remain in force.

2 Offers and orders

2.1 All offers and quoted orders are without obligation.

2.2 JIMANI shall only be bound after it has accepted the order in writing and confirmed receipt thereof.

2.3 An order and/or assignment obliges the other party to pay, with possible costs, damages and interest in case of non-fulfilment.

2.4 Repeat orders shall be regarded as new orders.

2.5 All goods, consultancy services, assembly work, etc. offered are subject to the permissible tolerances according to official regulations and standards, in addition to any deviations from pictures, descriptions, dimensions, weights, colours, etc. as stated in catalogues and brochures of JIMANI. Such deviations do not release the other party from its obligations under the agreement.

2.6 JIMANI shall only be bound after it has received the first payment from the customer.

3 Pricing and payment

3.1 All prices are exclusive of sales tax (VAT), credit restrictions, packaging and shipping costs, and other government levies.

3.2 In case of a periodic payment obligation, JIMANI may adjust the applicable prices and rates in writing or by e-mail with at least three months’ notice. If the other party does not agree to the adjustment, it may terminate the agreement within thirty days of notification as per the date of the proposed adjustment.

3.3 Payment dates shall be set out in the agreement between the parties. Invoices shall be paid according to the payment terms stated on the invoice. If there is no specific arrangement, the other party must pay within thirty days of the invoice date. Settlement or suspension of payment is not allowed.

3.4 If payment is not made on time, the other party shall owe statutory interest of 2% per month without a reminder or notice of default. If the opposite party remains in default of payment after a demand for payment or notice of default, JIMANI may pass on the claim.

3.5 Payment shall be made monthly in advance, with an advance payment of at least two months, upon entering into JIMANI’s services.

4 Confidential data

Both parties guarantee that confidential data received will remain confidential unless disclosure is required by law. The receiving party will only use the confidential data for its intended purpose. Data is considered confidential if a party has explicitly designated it as such.

5 Preservation of title and rights, specification and retention

5.1 All tangible goods delivered remain the property of JIMANI until all amounts due for goods delivered and work performed have been paid in full.

5.2 All services and goods delivered online remain the property of JIMANI without exception.

5.3 Rights of use are granted to the other party under the condition of timely and full payment of the agreed fees.

5.4 JIMANI may retain the goods, products, property rights, data, documents, data files and intermediate results of services received or generated, even if there is an obligation to surrender them, until the opposite party has paid all amounts due.

6 Risks

The risk of loss, theft or damage of delivered items, products, software or data shall pass to the other party at the time of actual receipt.

7 Rights to intellectual or industrial property

7.1 All intellectual and industrial property rights to the developed software, data files, equipment, materials, designs, documentation, reports, offers, and preparatory material, belong exclusively to JIMANI, licensors or suppliers. The other party only acquires the explicitly granted rights of use according to these terms and conditions and the law. Any other or further right to reproduce software, data files or other materials is excluded, and the other party’s right of use is non-exclusive and non-transferable to third parties.

7.2 If JIMANI is prepared to transfer a right of intellectual or industrial property, this must be expressly agreed in writing. In that case, however, JIMANI remains entitled to apply and exploit parts, ideas, designs, documentation, works, programming languages, etc., underlying the development for other purposes, either for itself or for third parties. JIMANI also retains the right to undertake similar developments for itself or third parties.

7.3 The other party shall not be allowed to remove or change indications concerning confidentiality, copyrights, trademarks, trade names or other rights of intellectual or industrial property in software, data files, equipment or materials.

7.4 JIMANI may take technical measures to protect the software or restrict its use. The other party shall not be permitted to remove or circumvent such technical measures. If the security measures prevent the other party from making a back-up copy, JIMANI will, if necessary, make a back-up copy available.

7.5 The other party is entitled to correct errors in the provided software if this is necessary for the intended use. “Errors” means the substantial failure to meet the functional or technical specifications made known in writing. An error must be demonstrable and reproducible, and the other party must inform JIMANI thereof without delay.

7.6 JIMANI indemnifies the opposing party against legal claims by third parties based on the allegation that software, data files, equipment or other materials developed by JIMANI infringe an intellectual or industrial property right in the Netherlands. A condition for this is that the opposing party informs JIMANI in writing of the legal claim and leaves all settlement to JIMANI. The opposite party shall grant the necessary powers of attorney, information and cooperation to JIMANI to defend itself against such legal claims. This indemnification shall lapse if the infringement is related to materials provided by the other party or changes made by the other party. JIMANI shall, if necessary, try to allow the other party to continue using the delivered goods or to take back the delivered goods against crediting the costs, less a reasonable user fee, at its discretion after consultation with the other party. Any other liability or indemnity obligation of JIMANI for infringement of intellectual or industrial property rights is excluded. This also includes liability and indemnification obligations for infringements caused by the use of delivered software, data files, equipment and/or materials in a manner other than that for which they were developed or intended.

8 Customer co-operation; communication

8.1 The customer shall at all times timely provide all data and information necessary for the correct execution of the agreement and shall provide all necessary cooperation, including providing access to its premises. If the customer uses its own personnel to assist in the performance of the agreement, such personnel must have the required knowledge, experience, capacity and qualifications.

8.2 If the customer provides software, materials, data files or data on an information carrier to JIMANI, these must meet the specifications prescribed by JIMANI.

8.3 If the customer does not provide the necessary data, equipment, software or employees for the execution of the agreement, or does not do so in time or in accordance with the agreements, JIMANI shall be entitled to suspend the execution of the agreement in whole or in part. JIMANI shall also be entitled to charge the costs thus incurred according to its usual rates. This is without prejudice to JIMANI’s right to exercise other legal rights.

8.4 If employees of JIMANI perform work at the Customer’s location, the Customer shall provide free of charge the facilities reasonably required by these employees, such as a working space with computer and telecommunication facilities. These facilities must comply with all applicable (legal) requirements and regulations regarding working conditions. The customer indemnifies JIMANI against claims by third parties, including JIMANI employees, who suffer damage as a result of the customer’s acts or omissions or unsafe situations in the customer’s organisation. Customer shall announce the applicable house and security rules within its organisation to JIMANI employees working on site in good time.

8.5 If telecommunication facilities, including Internet, are used in the execution of the agreement, the customer shall be responsible for their correct choice and timely availability, except if these facilities are under the direct use and management of JIMANI. JIMANI shall not be liable for damage or costs resulting from transmission errors, breakdowns or unavailability of these facilities, unless the customer proves that such damage or costs are the result of intent or deliberate recklessness on the part of JIMANI or its executives. If telecommunication facilities are used in the performance of the agreement, JIMANI is entitled to assign access or identification codes to the customer. JIMANI may change these assigned codes. The customer must treat these access codes confidentially and carefully and disclose them only to authorised personnel. JIMANI shall not be liable for damages or costs resulting from misuse of access or identification codes.

9 Delivery periods

9.1 All delivery terms and other terms relating to the performance of the agreement are set by JIMANI to the best of its knowledge, but are not binding. JIMANI shall endeavour to meet these terms as much as possible and shall consult with the customer in case of impending significant overrun.

9.2 Unless stated otherwise, the delivery period starts as soon as JIMANI has sent the order confirmation to the customer, is in possession of all necessary objects, documents, drawings, materials and data from the customer and has received any advance payments.

9.3 If the term of delivery has expired and the customer refuses to take delivery of the goods or services, JIMANI has the right, at its discretion, to charge storage costs and/or demand additional compensation, or to consider the agreement in writing as dissolved, resulting in full compensation.

9.4 Exceeding the delivery term by JIMANI, for whatever reason, does not entitle the customer to compensation for direct or indirect damage, dissolution of the agreement or non-fulfilment of any obligation arising from the agreement, except if these rights are explicitly granted to the customer by law.

9.5 Delivery times are extended by the time the customer is late in paying any amount due under the agreement.

9.6 JIMANI shall at all times be entitled to stipulate that certain articles be delivered only in certain minimum quantities if it deems it necessary.

10 Changes and additional work

10.1 If JIMANI performs work or other services at the request or with the prior consent of the customer that fall outside the scope of the agreed-upon service, these work or services shall be compensated by the customer at JIMANI’s standard rates. This also applies if a system analysis, design, or specifications are expanded or modified. JIMANI is not obligated to fulfill such a request and may require a separate written agreement on this matter.

10.2 The customer understands that work or services as described in Article 10.1 may impact the agreed-upon or expected completion date of the service and the mutual responsibilities of the customer and JIMANI. The fact that additional work arises during the execution of the agreement is not a ground for dissolution or termination of the agreement by the customer.

10.3 If a fixed price has been agreed upon for the service, JIMANI shall, upon the customer’s request, provide written advance notice of the financial implications of such additional work or services.

11 Termination of the Agreement

11.1 Either party shall have the right to terminate the agreement only if the other party, following a proper and detailed written notice of default specifying a reasonable period for the correction of the deficiency, materially fails to fulfill essential obligations under the agreement.

11.2 If an agreement, which does not naturally terminate upon completion, has been entered into for an indefinite period, it may be terminated by either party after mutual consultation and providing reasons in writing. If no explicit notice period has been agreed upon between the parties, a reasonable notice period of two months must be observed upon termination. In such case, no damages shall be due as a result of termination.

11.3 Deviations from what the law regulates regarding termination shall only apply if they are included in these terms.

11.4 Either party may terminate the agreement, in whole or in part, in writing without notice if the counterparty – temporarily or not – obtains a suspension of payments, files for bankruptcy against the counterparty, or if the counterparty’s business is liquidated or terminated, other than for business reconstruction or merger. JIMANI shall not be obligated to provide any refund of funds received or pay compensation as a result of this termination. If the customer goes bankrupt, the right to use the software provided by JIMANI shall automatically expire.

12 Liability of Jimani; indemnification

12.1 If JIMANI happens to be liable, such liability is limited to what is stipulated in this article. The liability of JIMANI is never larger than twice the invoice value of the order, or the part of the order to which the liability relates. If the agreement is primarily a duration agreement with a term of more than one year, the price for the agreement is set at the total of the fees (excluding VAT) stipulated for one year. The liability of JIMANI is, in any case, limited to the amount that the insurer pays out in a given case.

12.2 JIMANI is only liable for direct damage. The limitations of liability stated in this article do not apply if the damage is due to the intent or gross negligence of JIMANI or its executives.

Direct damage solely includes: Reasonable costs made to determine the cause and extent of the damage, as long as these costs relate to direct damage as described in these conditions; Reasonable costs incurred to prevent or limit damage, as long as the customer can demonstrate that these costs have led to the limitation of direct damage as described in these conditions.

12.3 JIMANI is not liable for indirect damage related to the use of goods, materials, or software from third parties prescribed by the customer, damage related to the engagement of suppliers prescribed by the customer, and any other forms of damage than those mentioned in articles 10.1 and 10.2, regardless of the reason.

12.4 The limitations of liability stated in the previous sections of this article do not apply if the damage is the result of intent or gross negligence of JIMANI or its executives.

12.5 Liability of JIMANI for attributable failure in the performance of the agreement only arises if the customer promptly and adequately puts JIMANI in default in writing, stipulating a reasonable period for the correction of the failure. If JIMANI still fails attributably in fulfilling its obligations after this period, the right to compensation arises.

12.6 A condition for the emergence of any right to compensation is that the customer reports the damage to JIMANI in writing as soon as possible after its occurrence. Any claim for compensation against JIMANI expires if it is not reported in writing within 12 months after the claim arose.

12.7 The provisions in this article also apply to all (legal) persons that JIMANI engages for the execution of the agreement.

12.8 The customer bears the risk of the selection, the use, and the application of equipment, software, databases, and other products and materials in his organization, as well as the responsibility for the monitoring and security procedures and adequate system management.

13 Force Majeure

13.1 If either party is prevented from meeting any obligation due to force majeure, that party is not obliged to comply. Force majeure also includes force majeure of JIMANI’s suppliers, the failure of suppliers prescribed by the client to JIMANI to meet their obligations properly, as well as defects in items, materials, or software from third parties the use of which has been prescribed by the client to JIMANI, fire, weather conditions, strike, and government restrictions.

13.2 When a situation of force majeure has lasted longer than ninety days, both parties have the right to terminate the agreement through written dissolution. What has already been performed under the agreement will, in that case, be settled proportionally, without the parties owing each other anything else.

14 Applicable Law and Disputes

The agreements between JIMANI and the client are governed by Dutch law. The applicability of the Vienna Sales Convention 1980 is excluded.

15 Service and helpdesk

1. 15.1 The provisions mentioned in this chapter “service” are, in addition to the General Provisions of these general terms and conditions, applicable when JIMANI provides services in the field of service. This includes, among other things, the automatic processing of data using software and equipment managed by JIMANI.

   15.2 If the agreement pertains to periodically or regularly providing service, it is entered into for the duration agreed upon between the parties. In the absence of an agreed duration, a term of one year applies. The agreement is each time tacitly extended for the duration of the original period, unless the client or JIMANI terminates the agreement in writing, observing a notice period of three months before the end of the respective period.

   15.3 Reporting a “Bug” can be done via a ticket or by contacting the helpdesk.

   15.4 Helpdesk Costs: When the helpdesk is engaged by the client, where the problem is not a “Bug,” there are a number of possibilities:

   1. The answer to the client’s question is not available on the helpdesk FAQ. If this is the case, the question will be handled free of charge.
   2. The answer to the client’s question is available on the helpdesk FAQ. If this is the case, the client will be referred to the helpdesk FAQ page, and charges will be applied to the client.
   3. The client’s question involves a functionality that JIMANI does not offer to date. In this case, JIMANI can send the client a custom quote.
   4. The client’s question pertains to a functionality that JIMANI does not offer to date. When this is the case, JIMANI can include the request in the future update planning.

16 Execution of the Work

16.1 All data that must be processed by JIMANI should be prepared and provided by the client in accordance with the conditions set by JIMANI. The client will transport the data to be processed to the place where JIMANI performs the service and will also collect the results of the processing at the same location. Transport and transmission, regardless of execution or care by JIMANI, are at the expense and risk of the client.

16.2 The client guarantees that all materials, data, software, procedures, and instructions that are made available to JIMANI for the execution of the computer service are correct and complete, and that all provided information carriers meet JIMANI’s specifications.

16.3 All equipment, software, and other items used by JIMANI in the computer service remain the property of JIMANI, including its intellectual and industrial property, even if the client pays a fee for its development or acquisition by JIMANI. JIMANI reserves the right to retain the products, data, and generated processing results provided by the client until the client has paid all amounts due to JIMANI.

16.4 JIMANI has the right to make changes to the content or scope of the service. If these changes result in alterations to the client’s prevailing procedures, JIMANI will inform the client in time, and the costs for these changes will be borne by the client. In this case, the client has the right to terminate the agreement in writing as of the date on which the modification takes effect, unless this change is related to alterations in relevant legislation or other regulations from competent authorities, or JIMANI bears the cost of the modification.

16.5 JIMANI will make every effort to ensure that the software used in the execution of the service is adapted in a timely manner to changes in the relevant Dutch legislation that JIMANI manages in the context of its services. Upon request, JIMANI will advise the client about the consequences of these adjustments at his usual rates.

17 Security, Privacy, and Retention Periods

17.1 JIMANI complies with the obligations arising from legislation concerning the processing of personal data, in the capacity of a processor. JIMANI will take appropriate technical and organizational measures to secure (personal) data against loss or unlawful processing.

17.2 The client is responsible for compliance with all legal regulations regarding the processing of personal data, including the regulations given by or pursuant to the Personal Data Protection Act. The client will perform all required notifications and obtain the necessary consents for the processing of personal data and will provide JIMANI with all requested information in writing in a timely manner.

17.3 The client indemnifies JIMANI against all claims by third parties that may be made against JIMANI due to a violation of the Personal Data Protection Act and/or other legislation concerning the processing of personal data, to the extent that this violation cannot be attributed to JIMANI.

18 Warranty

18.1 JIMANI is not responsible for verifying the accuracy and completeness of the results of the service. Upon receipt, the client will check the results themselves. JIMANI does not guarantee that the service will be provided error-free or without interruptions.

18.2 If defects in the results of the service are a direct consequence of products, software, information carriers, procedures, or operations for which JIMANI is expressly responsible under the agreement, JIMANI will repeat the service to remedy these defects to the best of its ability, provided that the client communicates the defects to JIMANI as soon as possible, but no later than one week after receiving the results of the service, in writing and in detail. The repetition will be carried out free of charge if the defects are attributable to JIMANI.

18.3 If the defects cannot be attributed to JIMANI and/or are the result of mistakes or imperfections on the part of the client, such as providing incorrect or incomplete information, JIMANI will charge the costs for any repetition according to its usual rates. If rectification of defects attributable to JIMANI is technically or reasonably not possible, JIMANI will credit the amounts that the client owes for the respective service, without being further or otherwise liable to the client. The client has no other rights due to defects in the service than those described in this warranty arrangement.

Service Provision

1. The provisions mentioned in this “Service Provision” chapter are applicable, in addition to the General Provisions of these general terms and conditions, when JIMANI provides services such as advice, applicability research, consultancy, education, courses, trainings, support, designing, developing, implementing or managing of software, websites, or information systems, and services related to networks. These provisions do not affect the terms regarding specific services, such as computer service, software development, and maintenance, included in these general terms and conditions.

   JIMANI will strive to the best of its ability to perform the service provision with care, in accordance with the agreements and procedures between JIMANI and the client, documented in writing. All JIMANI’s services are performed based on an obligation of effort, unless JIMANI has expressly promised a result in the written agreement and the respective result is clearly described. Any agreements regarding a service level are only expressly agreed upon in writing.

   If it is agreed that the service provision will take place in stages, JIMANI has the right to postpone the commencement of the services that belong to a stage until the client has approved the results of the preceding stage in writing.

   Only if this is expressly agreed upon in writing, is JIMANI obliged to follow timely and well-considered instructions from the client during the performance of the service provision. JIMANI is not obliged to follow instructions that change or supplement the content or scope of the agreed service provision. However, if JIMANI decides to follow such instructions, the corresponding work will be compensated according to article 18.

   If a service provision agreement has been entered into with the view of being executed by a specific person, JIMANI always has the right, after consulting with the client, to replace this person with one or more other persons with the same qualifications.

   If there is no explicitly agreed billing schedule, all amounts relating to services provided by JIMANI are due afterward, per calendar month.

19 Education, Courses, and Trainings

20.1 If JIMANI’s service consists of providing education, a course, or training, JIMANI may demand the due payment for this before the start of the education, course, or training. The consequences of canceling participation in education, a course, or training are governed by the usual rules at JIMANI.

20.2 If the number of registrations gives cause to do so, in the opinion of JIMANI, JIMANI has the right to combine the education, course, or training with one or more other educations, courses, or trainings, or to have them take place at a later date or time.

Software Development

The provisions listed in this “Software Development” chapter are applicable, in addition to the General Provisions of these general terms and conditions and the special provisions from the “Service Provision” chapter, if JIMANI develops software at the client’s request and possibly installs it. The chapter “Use and Maintenance of Software” also applies to this software, except insofar as this chapter deviates from it. The rights and obligations mentioned in this chapter relate exclusively to computer software in a form readable by a data-processing machine and recorded on material readable by such a machine, as well as the accompanying documentation. This also includes websites.

20 Software Development

21.1 If no specifications or design of the software to be developed have been provided to JIMANI at the time the agreement is entered into, both parties will jointly specify in writing which software will be developed and how this will be done. JIMANI will perform the development of the software with care, based on the data provided by the client, for which the client is responsible for the accuracy, completeness, and consistency. If the parties have agreed on a development method where the design and/or development of parts of the software are subject to prioritization determined during the execution of the agreement, this prioritization will always take place in consultation between the parties.

21.2 JIMANI is authorized, but not obliged, to investigate the accuracy, completeness, or consistency of the data, specifications, or designs provided to him. If any imperfections are found, JIMANI has the right to suspend the agreed activities until the client has corrected the relevant imperfections.

21.3 Unless otherwise agreed in writing, the client only obtains the right to use the software within his own company or organization. Only if this has been expressly agreed upon in writing, the source code of the software and the accompanying technical documentation can be provided to the client, entitling the client to make modifications to the software. If JIMANI is legally obliged to provide the source code and/or the technical documentation to the client, JIMANI can ask for a reasonable fee for this.

21 Delivery, Installation, and Acceptance

22.1 JIMANI will deliver and, if agreed in writing, install the software to be developed according to the written specifications. In the absence of specific agreements, the client itself will install, set up, parametrize, tune and, if needed, adjust the used equipment and operating environment. Unless expressly agreed otherwise, JIMANI is not obliged to perform data conversion.

22.2 If an acceptance test has been agreed upon, the test period is fourteen days after delivery or, if agreed in writing, after completion of the installation by JIMANI. During the test period, the client is not allowed to use the software for productive or operational purposes. JIMANI can require that the client conducts a proper test with sufficiently qualified personnel on the (interim) results of the development work. The test results should be reported to JIMANI in writing, in a clear and understandable manner.

22.4 If the agreed acceptance test shows that the software contains errors impeding the progress of the test, the client will inform JIMANI in writing, detailing such errors. In this case, the test period is interrupted until the software has been adjusted and the impediments have been resolved.

22.5 If the agreed acceptance test shows that the software contains errors as described in article 6.6, the client will inform JIMANI in writing, detailing such errors, no later than the last day of the test period. JIMANI will make every effort to correct these errors within a reasonable period, with JIMANI being able to apply temporary solutions, workarounds, or problem-avoiding restrictions in the software.

22.6 Acceptance of the software may not be refused on grounds other than those related to the explicitly agreed specifications, nor because of minor errors, which reasonably do not obstruct the operational or productive commissioning of the software, considering JIMANI’s obligation to repair these minor errors within the framework of the warranty scheme of article 16, if applicable. Acceptance also cannot be refused regarding aspects of the software that can only be judged subjectively, such as the design of user interfaces.

22.7 If the software is delivered and tested in phases and/or parts, the non-acceptance of a certain phase or part does not affect any acceptance of a previous phase or another part.

22.8 If no specific billing schedule has been agreed upon, all amounts relating to the development of the software are due upon the delivery of the software or, if agreed in writing, upon completion of the installation by JIMANI.

Use and Maintenance of Software

The provisions in this chapter “Use and Maintenance of Software” apply, in addition to the General Provisions of these terms and conditions, to all software provided by JIMANI. These provisions relate to computer software in a form readable by a data-processing machine and recorded on material readable by such a machine, including the associated documentation, as well as any new versions provided by JIMANI. In this context, websites are also considered as software.

22 Right of use

23.1 Notwithstanding the provisions of article 6, JIMANI grants the client a non-exclusive right to use the software. The client must always adhere to the agreed usage limitations. The client’s right of use only includes the right to load and execute the software.

23.2 The software may only be used within the client’s own company or organization on one processing unit and for a specific number or type of users or connections for which the right of use has been granted. Unless otherwise agreed, the client’s first processing unit used and the number of connections connected to that processing unit at the time of first use are considered the processing unit and the number of connections for which the right of use has been granted. If the intended processing unit experiences a malfunction, the software can be used on another processing unit during the malfunction. The right of use may relate to several processing units, as explicitly stated in the agreement.

23.3 The right of use is not transferable. The client may not sell, rent out, sublicense, or in any way make the software and the carriers on which it is recorded available to a third party, nor allow a third party, remotely or otherwise, access to the software or host the software with a third party, even if the third party uses the software exclusively on behalf of the client. The client may only modify the software for error correction. The client is not allowed to use the software for data processing on behalf of third parties. The source code and technical documentation of the software will not be provided to the client, even if the client is willing to pay a financial compensation for this provision. The client acknowledges that the source code is confidential and contains JIMANI’s trade secrets.

23 Delivery, Installation, and Acceptance

24.1 JIMANI will deliver the software to the client on agreed types and formats of information carriers and, if agreed in writing, will install the software at the client’s location. If no specific agreements are made, the client will install, set up, tune the software themselves, and if needed, adjust the used equipment and environment. Unless explicitly agreed otherwise, JIMANI is not obliged to perform data conversion.

24.3 If no specifically agreed billing schedule exists, all amounts related to the provision of the software and the right of use are due upon the delivery of the software or, if agreed in writing, upon the completion of the installation by JIMANI.

24 Warranty

25.1 JIMANI will endeavor to rectify any errors in the software as described in article 6.6 within a reasonable period if they are reported in writing and in detail to JIMANI within three months of delivery, or, if an acceptance test has been agreed upon, within three months after acceptance. However, JIMANI does not guarantee that the software will operate without interruption, errors, or other defects, nor that all errors and defects will be corrected. The rectification will be carried out free of charge unless the software has been developed on behalf of the client for a fixed price, in which case JIMANI will charge the costs of rectification according to its standard rates. JIMANI can also charge costs for rectification of errors if these are the result of user or operational errors or if the errors could have been ascertained during the agreed acceptance test. The warranty does not cover the rectification of damaged or lost data. The warranty obligation lapses if the client makes changes to the software without JIMANI’s written permission, unless such permission is unreasonably withheld.

25.2 The rectification of errors will take place at a location determined by JIMANI. JIMANI is entitled to implement temporary solutions, or problem-avoiding restrictions in the software.

25.3 JIMANI is under no obligation to rectify errors reported after the expiry of the three-month warranty period as described in article 24.1 unless a maintenance agreement has been concluded that includes such obligations.

25 Maintenance

26.1 If a maintenance agreement has been concluded for the software, or if maintenance is included in the user fee of the software, the client will report detected errors in the software to JIMANI in detail according to JIMANI’s usual procedures. Upon receiving the report, JIMANI will endeavor to rectify errors and/or make improvements in subsequent new versions of the software. The results will be provided to the client in a manner and timeframe determined by JIMANI, depending on urgency. JIMANI is entitled to implement temporary solutions or problem-avoiding restrictions in the software. Unless specific arrangements have been made, the client itself will install, configure, tune, and if necessary, adjust the used equipment and operating environment for the corrected software or the new version. Unless explicitly agreed otherwise, JIMANI is not obliged to perform data conversion.

26.2 JIMANI does not guarantee that the software will work without interruption, errors, or other defects, nor that all errors and defects will be corrected.

26.3 JIMANI may charge costs for rectifying errors resulting from user errors, improper use, or other causes not attributable to JIMANI, or if the software has been modified by parties other than JIMANI. Restoration of damaged or lost data is not covered by maintenance.

26.4 If a maintenance agreement has been concluded, JIMANI will provide improved versions of the software to the client when they become available. Three months after making an improved version available, JIMANI is no longer obliged to rectify errors in the old version or to provide support for an old version. JIMANI may require the client to enter into a new agreement and pay a new fee for the provision of a version with new capabilities and functions.

26.5 If the client has not concluded a maintenance agreement simultaneously with the conclusion of the agreement for the provision of the software, JIMANI cannot be obliged to conclude a maintenance agreement at a later time.

26.6 In the absence of an expressly agreed billing schedule, all amounts relating to software maintenance are due before the start of the maintenance period.

26 Third-Party Software Provided by JIMANI

If and insofar as JIMANI makes third-party software available to the client, the conditions of those third parties apply, provided that JIMANI has communicated this to the client in writing. The client accepts these third-party conditions. These conditions can be viewed at JIMANI, and JIMANI will send these conditions to the client free of charge upon request. If, for whatever reason, the third-party conditions are not considered applicable or are declared non-applicable in the relationship between the client and JIMANI, the provisions in these general terms and conditions remain in full force.

Sale of Equipment

The following provisions in this chapter “Sale of Equipment” apply in addition to the General Provisions in these general terms and conditions if JIMANI sells equipment to the client. The term “equipment” also includes separate parts of equipment, unless the purport of the following provisions opposes this.

27 Selection of Equipment, Delivery, and Risk

28.1 Selection Risk

The risk of the selection of the purchased equipment is with the client. Unless otherwise agreed in writing in the purchase agreement, JIMANI does not guarantee the suitability of the equipment for the intended use by the client.

28.2 Delivery Location

The equipment that JIMANI sells to the client will be delivered at the location of JIMANI’s warehouse. Only if this has been agreed upon in writing will JIMANI deliver the equipment to a location designated by the client. JIMANI will inform the client as timely as possible about the delivery time, if feasible. The specified delivery times are only indicative.

28.3 Delivery and Purchase Price

The delivery of the equipment takes place at the agreed location against the agreed purchase price. Unless expressly agreed otherwise, the costs of transport, insurance, hoisting and lifting, and temporary provisions are not included in the purchase price of the equipment.

28.4 Risk Transfer

The risk of loss, theft, and damage to the equipment transfers to the client upon delivery. If the equipment is transported by a carrier engaged by the client before delivery, the risk of loss, theft, and damage to the equipment transfers to the client at the moment of handover of the equipment to the carrier.

28.5 Packaging

JIMANI will package the equipment according to the usual standards. If the client has specific packaging wishes, the client bears the additional costs. The client will handle packaging that becomes available from products delivered by JIMANI in a manner that complies with applicable government regulations. The client indemnifies JIMANI against claims from third parties due to non-compliance with these regulations.

28 Environmental Requirements and Installation

29 Warranty

30.1 Effort to Rectify Defects

JIMANI will endeavor to rectify any material and manufacturing defects in the equipment free of charge within a reasonable period after such defects have been reported in writing to JIMANI within three months of delivery. If repair is not possible, is protracted, or incurs high costs, JIMANI may choose to replace the equipment with comparable, but not necessarily identical, equipment.

Data conversion, which is necessary as a result of repair or replacement, is not covered by the warranty. All replaced parts become the property of JIMANI. The warranty will be void if the material or manufacturing defects are wholly or partially the result of incorrect, negligent, or unskilled use, fire or water damage, or if the client, without JIMANI’s consent, makes modifications to the equipment or parts supplied by JIMANI for warranty or maintenance. JIMANI will not unreasonably withhold consent for such modifications.

30.2 Work and Costs Outside Warranty

Works and costs for repair outside the warranty are subject to JIMANI’s standard rates.

30.3 Obligation After Warranty Period

JIMANI is not obliged to perform repair works for defects reported after the expiration of the warranty period as mentioned in article 30.1 unless there exists a separate maintenance agreement between the client and JIMANI that encompasses such repair works.

30Third-Party Equipment

31.1 If JIMANI supplies the client with equipment from third parties, the terms and conditions of those third parties apply, provided that JIMANI has communicated this in writing to the client. The client accepts these third-party terms and conditions. These conditions are available at JIMANI and can be sent free of charge to the client upon request. If for any reason the third-party terms are not applicable in the relationship between the client and JIMANI, the provisions in these general terms and conditions remain in full force.

31 Cancellation

32.1 If the client cancels the agreement with JIMANI after it has been established but before JIMANI has delivered, cancellation fees amounting to 10% of the agreed order price including VAT will be charged to the client, notwithstanding the right to full compensation, including lost profits.

32.2 If at the time of cancellation by the client, work has already been performed by or on behalf of JIMANI, the client is obliged to compensate JIMANI for the hours already worked.

32.3 Cancellation must be done in writing.

32.4 Items specially purchased for the client cannot be canceled.

32.5 If the client has paid the order price to JIMANI and cancels, the order price minus 10% and the freight costs will be refunded to the client.

Maintenance of Equipment

32 Duration of Maintenance Obligation

33.1 The agreement for equipment maintenance is entered into for the duration agreed upon by the parties, or otherwise for a duration of one year if no specific duration is agreed upon.

33.2 The agreement is implicitly extended for the original duration unless the client or JIMANI terminates the agreement in writing with a notice period of three months before the end of the respective period

33 Maintenance

34.1 The content and scope of JIMANI’s maintenance services and any associated service levels are defined in a written agreement between the parties. In the absence thereof, JIMANI will endeavor to adequately resolve malfunctions reported by the client within a reasonable period. In this chapter, a “malfunction” refers to the equipment not meeting or not continuously meeting the specifications made known in writing by JIMANI. A malfunction is only considered as such if the client can demonstrate it and if it is reproducible.

34.2 The maintenance will be carried out during JIMANI’s working days and hours.

34.3 JIMANI reserves the right to suspend maintenance services if there are conditions at the location of the equipment that, in JIMANI’s judgment, pose risks to the safety or health of JIMANI employees.

34.4 JIMANI ensures that its expertise regarding the equipment is up-to-date and will register and record all relevant data concerning the performed work on the equipment in its administration. The client can review these data upon request.

34.5 Replacement of parts occurs if it is necessary to remedy or prevent malfunctions. The replaced parts remain the property of JIMANI.

34 Maintenance and Usage Conditions

35.1 Immediately upon the occurrence of a malfunction in the equipment, the client shall notify JIMANI, providing a detailed description of the malfunction, compiled by a knowledgeable employee of the client. The client will grant access to the equipment to JIMANI’s personnel or designated third parties and will provide all cooperation needed for maintenance work.

35.2 Upon JIMANI’s request, a knowledgeable employee of the client will be present during maintenance work. The client has the right to be present during all activities carried out on their behalf.

35.3 The client shall not connect equipment and systems not provided by JIMANI to the sold equipment and shall not install software not provided by JIMANI. Costs for the examination and correction of malfunctions arising from such connections or installations are at the client’s expense.

35.4 If JIMANI determines it is necessary for the maintenance of the equipment to test the connections of the equipment with other systems or equipment, the client shall make available these systems or equipment, as well as the test procedures and information carriers, to JIMANI.

35.5 The client is responsible for the technical, spatial, and telecommunication facilities required for the operation of the equipment. Explicitly excluded from the maintenance are these facilities and connections.

35.6 JIMANI does not undertake maintenance obligations for equipment located outside the Netherlands, unless otherwise agreed in writing.

35.7 If no billing schedule has been agreed upon, all amounts related to the maintenance of the equipment are due at the beginning of the maintenance period.

35 Exclusions

Operations arising from malfunctions due to imprudent use of the equipment, external causes like defects in communication lines or power supply, or connections with or usage of equipment, software, or materials that are not included in the agreement, are not the obligation of JIMANI and will be billed separately to the client at the standard rates.

Contact information:

Jimani B.V.
Westhavendijk 13
4463 AD Goes
Email address: info@jimani.nl