Conditions Other Services
Article 1. Applicability
1.1 Supplier : is the party that applies these conditions to all its transactions with end user.
End user: is the business or professional party that, among other things, purchases the services referred to in Article 2.2 from the supplier.
1.2 These terms and conditions consist of the General Terms and Conditions of HEATT Support supplemented with one or more specific terms and conditions related to a product or service. In addition to the General Terms and Conditions of HEATT Support, these terms and conditions "Other services" in the field of information and communication technology (ICT) such as - but not limited to - the management of ICT systems and related services, including for the benefit of online marketing, consultancy work, hiring systems to maintain, check and advise, insofar as the end user purchases these services from the supplier.
1.3 The provisions of these terms and conditions are inextricably linked to the provisions of the General Terms and Conditions of HEATT Support. In the event of any conflict between any provision in the General Terms and Conditions and any provision of these present terms and conditions, the latter shall prevail.
Article 2. Services
2.1 The supplier shall provide the services agreed in writing between the parties to the end user.
2.2 If the service provided by the supplier concerns the management of one or more ICT systems referred to in the agreement and the content and scope of the management have not been determined or not sufficiently determined in the exclusive opinion of the supplier, the supplier shall, for the implementation of draw up a management plan under the agreement and make this management plan available to the end user within a reasonable period of time. The management plan states the subjects of management and the way in which the various forms of management can be carried out. In the
management plan may, at the discretion of the supplier, include:
- a plan for the preventive, corrective and innovative maintenance of ICT systems;
- a plan for dealing with malfunctions and complaints and the related reporting;
- a security plan;
- a plan for the support of the users of ICT systems;
- a plan for the connection to the ICT systems;
- a plan for training users of the ICT systems;
- a plan for the management and use of means of identification (passwords, etc.);
- a license and contract management plan;
- a plan for the management organization and the administrative and financial aspects of the use of ICT
After completion of the plan, the parties will discuss which of the management activities proposed by the supplier will be carried out and the manner and conditions of the implementation of these activities.
2.3 Only if this has been agreed in writing, the supplier is obliged to follow timely and responsible instructions given by the end user in the performance of the service. The Supplier is not obliged to follow instructions that change or supplement the content or scope of the agreed services; however, if such instructions are followed, the relevant work will be reimbursed by the end user in accordance with the supplier's usual rates.
2.4 If a service agreement has been entered into with a view to execution by a specific person, the supplier is always entitled, after consultation with the end user, to replace this person with one or more other persons with equal or comparable qualifications.
2.5 Persons to be deployed by the supplier shall possess the qualifications agreed in writing with the end user.
2.6 If the supplier provides services on the basis of data to be supplied by the end user, this data will be compiled by the end user in accordance with the supplier's specifications and will be supplied at the end user's expense and risk.
The end user guarantees that all materials, data, software, procedures and instructions made available by him to the supplier for the performance of the service are always correct and complete and that all information carriers provided to the supplier comply with the supplier's specifications.
2.7 Unless expressly agreed otherwise, the supplier's services will only be provided on the usual working days and working hours of the supplier. Supplier's schedules and other estimates are based on this.
2.8 If it has been agreed that the services will take place in phases or if the supplier's working method provides for a phased approach, the supplier is entitled to postpone the commencement of the services that belong to a phase until the end user has confirmed the results of the preceding phase in writing. has approved. The supplier can invoice per phase, unless otherwise agreed in writing.
2.9 If the service provided to the end user includes support for users, the supplier may set conditions regarding the qualifications and the number of contact persons eligible for support, and the supplier will process properly substantiated requests for support within a reasonable period of time. Supplier cannot guarantee the correctness, completeness or timeliness of responses or support provided. Unless agreed otherwise in writing, support will only be provided on working days during the supplier's usual opening hours.
2.10 Unless agreed otherwise, the end user is responsible for the use of the service and the way in which the results of the service are used. The end user is also responsible for the instruction to and use by users, regardless of whether these users have an authority relationship with the end user.
2.11 If the supplier's services under the agreement also include the provision of so-called "stand-by services", the supplier will keep one or more employees available during the days and times stated in the agreement. In that case, the end user is entitled, in case of urgency or urgency, to call in the support of the staff members who are kept available in the cases stated in the agreement. The Supplier does not guarantee that in that case all malfunctions will be remedied or that the assistance of the experts called in will be effective.
Article 3. Performance of services
3.1 The Supplier shall endeavor to perform the services with due care, where appropriate in accordance with the agreements and procedures recorded in writing with the end user. All services of the supplier are performed on the basis of a best efforts obligation, unless and insofar as the supplier has expressly promised a result in the written agreement and the relevant result has also been described with sufficient certainty.
3.2 All equipment, software and goods used by the supplier for the provision of services remain the property or intellectual property of the supplier, even if the end user pays a fee for the development or purchase thereof by the supplier.
3.3 If the end user makes software, hardware or other assets available to the supplier in connection with the service provided by the supplier, the end user is responsible for obtaining all necessary licenses or approvals with regard to these assets that the supplier may require.
Article 4. Service Level Management
4.1 Any agreements regarding a service level (Service Level Agreement) are only agreed in writing. The end user will always inform the supplier about all circumstances that may affect the service and its availability. If agreements are made about a service level, the availability will be measured disregarding a previously announced interruption for maintenance or service as well as circumstances beyond the supplier's sphere of influence and taking into account the service as a whole during the term of the contract. the agreement. Barring proof to the contrary, the availability measured by the supplier will be regarded as full proof.
Article 5. Reporting
5.1 The supplier will periodically inform the end user in the manner agreed in writing about the performance of the work through the contact person designated by the end user. The end user will notify the supplier in writing in advance of circumstances that are important to the supplier, such as the method of reporting, the issues that the end user wishes to address, prioritization by the end user, availability of resources and personnel of the end user and special facts or facts that may not be known to the supplier. or circumstances.
The end user will ensure the further dissemination and inspection of the information provided by the supplier within the organization of the end user and will assess this information partly on the basis thereof and inform the supplier thereof.
5.2 If an employee deployed by the supplier forms part of a project or steering group that also includes one or more persons designated by the end user, the provision of information will take place in the manner prescribed for the project or steering group. Decisions taken in such a composed project or steering group only bind the supplier if the decision-making takes place with due observance of what has been agreed in writing between the parties or, in the absence of written agreements in this regard, if the supplier has accepted the decisions in writing. The Supplier is never obliged to accept a decision if, in its opinion, this is incompatible with the content of the agreement between the parties. The end user guarantees that the persons designated by him to be part of a project or steering group that also includes persons from the supplier are entitled to make binding decisions for the end user.
5.3 Partly in connection with continuity, the end user will designate a contact person or contact persons who will act as such for the duration of the supplier's activities. Contact persons of the end user will have the necessary experience, specific knowledge of the subject matter and insight into the desired objectives of the end user.
Article 6. Duration
6.1 The agreement is entered into for the term agreed between the parties, in any case at least 12 months. The term of the agreement is tacitly extended each time for the duration of the original period, unless the end user or supplier terminates the agreement in writing with due observance of a notice period of three months before the end of the relevant period. If the agreement includes several services, each party can cancel each service separately with due observance of the above provisions.
Article 7. Payment
7.1 All amounts relating to the contractual services of the supplier and/or subscriptions are payable per calendar month in advance before the start of the period of use. Usage costs are invoiced monthly in arrears and must be paid within 14 days.
7.2 In the event of a periodic payment obligation on the part of the end user, the supplier shall be entitled to adjust the applicable prices and rates in writing on the basis of the annual CBS indexation for companies or levies imposed by government institutions with effect from the date on which the levies take effect.
7.3 The supplier will inform the end user in writing about this price adjustment. The intended price adjustment does not constitute a reason for the end user to terminate the current agreement prematurely.
7.4 The end user is not permitted to perform actions or have them performed that are intended to influence the usage data for billing and thus the amounts that the end user owes.