General conditions BTS

General conditions for telecommunication services, For licensing of software and for sale, lease and hire-purchase of terminal equipment by Koninklijke Verenigde Scheepsagenturen Van Halverhout & Zwart & Zurmühlen B.V. ("KVSA") also trading as BTS Business Telecom Solutions 

1.         Applicability
            All activities
1.1       These conditions are applicable to all offers to, and all agreements with,
            any Customer with respect to the following activities of KVSA:
            - Mobile Telecom Solutions;
            - Other Telecom Solutions;
            - Granting of (Sub) Licence Rights relating to use of Software;
            - Leasing, Sales and Hire-Purchase of Terminal Equipment.
1.2       The Customer may only invoke deviating and/or additional provisions if and
            to the extent that these have been explicitly accepted in writing by KVSA.
1.3       The applicability of general and/or other conditions of the Customer is
            expressly rejected by KVSA.
1.4       A copy of these conditions shall be sent to the Customer at his request.
2.         Offer and Acceptance
            All activities
2.1       All offers made by KVSA shall be without commitment and non-binding.
2.2       If KVSA requests such in relation to its offer, the Customer is obliged to
            send to KVSA an application form accompanied by all such supporting information
            as requested therein.

            Mobile Telecom Solutions
2.3       An agreement with respect to mobile Telecom Solutions between KVSA
            and the Customer shall exist once the Customer has received from KVSA
            acceptance in writing and a SIM-card and KVSA has notified the Customer
            of a telephone number which KVSA has made available for use by the
            Customer.
            Other Telecom Solutions
2.4       An agreement with respect to other Telecom Solutions between KVSA and
            the Customer shall exist once the Customer has delivered its first message
            to KVSA after KVSA has provided the Customer with access codes (original
            code and password and/or pincode, if applicable) and, if relevant, access
            numbers to KVSA's network system.
            Licence Rights relating to Software
2.5       A licence agreement between KVSA and the Customer regarding the use of
            software by the Customer shall exist once the Customer has broken the seal
           of the software which the Customer received from KVSA.
            Sales of Terminal Equipment
2.6       A sales agreement between KVSA and the Customer shall exist once KVSA
            has confirmed the Customer's order in writing, or, if sooner, once the
            Customer opens the package containing the ordered terminal equipment.
            Lease of Terminal Equipment
2.7       A lease agreement between KVSA and the Customer shall exist once KVSA
            has handed the terminal equipment to the Customer at the place specified
            by the Customer.
            Hire-Purchase of Terminal Equipment
2.8       A hire-purchase agreement between KVSA and the Customer shall exist
            once both KVSA and the Customer have signed the hire-purchase
            agreement and KVSA has handed the terminal equipment to the Customer
            at the place specified by the Customer.
3          KVSA's obligations
            Mobile Telecom Solutions
3.1       At the request of the Customer and depending on the technical and commercial
            possibilities, KVSA shall provide the Customer with a mobile telecommunication
            connection and shall provide the Customer with a telephone
            number.
3.2       If an agreement with respect to mobile Telecom Solutions has been entered
            into in conformity with article 2.2, KVSA shall provide the Customer
            with a SIM-card. KVSA shall at all times remain the legal owner of the SIMcard.
            The Customer shall be authorized to use the SIM-card to accept and
            make telephone calls.
            Mobile and Other Telecom Solutions
3.3       Access to and options for other telecommunication networks shall be
            possible only insofar as the network selected is operationally accessible.
3.4       If the Customer notifies KVSA in accordance with article 4.2 during business
            hours, KVSA shall within 30 minutes block said connection after receipt
            of such notification, provided this is technically practicable. In all other
            cases, KVSA shall block said connection as soon as practicable after receipt
            of such notification. KVSA shall deliver new access codes, and passwords
            (if applicable) and a new SIM-card (if applicable) as soon as possible after
            having received said notification from the Customer.
            Software
3.5       If KVSA delivers software to the Customer, KVSA shall grant the Customer
            a non-exclusive licence right to use the software on the terminal equipment
            indicated by KVSA.
            Lease, Sale, Hire-Purchase of Terminal Equipment and Terminal Equipment
            otherwise made available
3.6       With respect to all terminal equipment leased from, sold, hire-purchased
            or otherwise made available by KVSA, KVSA shall not give any further or
            guarantees other than those the manufacturer of the terminal equipment
            has given to KVSA. The guarantee period shall be limited to the period
            during which the guarantee of the manufacturer is in force and provided
            that the Customer has observed all conditions with respect to the use of the
            terminal equipment imposed by the manufacturer.
4.         Customer's obligations
            All activities
4.1       The Customer shall promptly notify KVSA of any changes to its name,
            corporate address or invoice address, legal form or bank number.
4.2       In all cases, except when terminal equipment has been sold by KVSA to the
            Customer and the price has been paid in full by the Customer, the
            Customer shall be obliged to promptly report to KVSA: theft or other types
            of loss and/or misuse of mobile terminal equipment, of software supplied
            by KVSA or of access codes, SIM-card, passwords, pin codes or telex
            numbers by fax or telephone, stating name, address, access codes, password
            and telex number (if applicable), as soon as possible after the theft,
            loss or misuse was discovered by the Customer.
            Mobile and Other Telecom Solutions
4.3       The Customer shall ensure that the terminal equipment available for receipt
            of KVSA's services is used in a correct manner and is approved by the
            Dutch Department of Transport and Public Works or any other institution
            approved by the European Community. The Customer shall be liable for any
            damage sustained by the network operator as a result of the use by the
            Customer of non-approved terminal equipment or of misuse of approved
            equipment.
4.4       KVSA reserves the right to temporarily restrict the services if necessary as a
            result of capacity bottlenecks in the network of the network operator used
            by KVSA.
4.5       The Customer shall at all times be required to notify KVSA of the type of
            terminal equipment it uses to access the KVSA services.
4.6       With respect to Mobile Telecom Solutions, the Customer shall not be
            authorized to make the SIM-card available to any third party, nor to dispose
            of it in any manner, unless the Customer has obtained KVSA's prior written
            approval.
4.7       With respect to other Telecom Solutions, the Customer shall be obliged to
            deliver each message to KVSA in a format as required by KVSA.
            Software, Sale, Lease and Hire-Purchase of Terminal Equipment
4.8       The Customer shall be obliged to take good care of the software in respect
            of which KVSA granted the Customer a right of licence and the terminal
            equipment that KVSA has leased to or sold to or otherwise made available
            to the Customer, in the latter case until the Customer has paid the sales
            price in full.
4.9       The licence right provided to the Customer by KVSA is not transferable to
            any third party without KVSA's prior written approval.
4.10      The Customer shall use the software for its own use and in accordance with
            its proper purpose only; the Customer is allowed to make a maximum of
            one copy for back-up purposes only.
4.11      The Customer shall not remove or alter brand names, other names, numbers
            and other identification marks indicating the original source of the software
            without KVSA's prior written approval.
4.12      The Customer shall be obliged to take good care of all terminal equipment
            that is leased from KVSA or otherwise made available to KVSA and shall
            keep it properly insured throughout the period of the lease.
4.13      In case of loss or theft of the software and/or the terminal equipment the
            Customer shall be obliged to reimburse to KVSA the replacement value of
            the software and/or the terminal equipment as it appears from time to time
            in KVSA's most recent price list.
4.14      In case of damage to the software and/or terminal equipment as a result of
            misuse of the terminal equipment by the Customer, the Customer shall be
            obliged to reimburse to KVSA the costs of repair, or if this were to exceed
            the replacement value, the replacement value of the software and/or terminal
            equipment.
5.         Prices
            All activities
5.1       The prices are set out in the price list in effect at the time the agreement is
            entered into. The Customer shall be charged by KVSA at the prices stated
            in the price list, provided that payment by the Customer is made within the
            term set forth in the same price list. If payment of three subsequent invoices
            takes place after expiration of the term mentioned on the respective invoice
            concerned, KVSA shall be entitled to increase all its tariffs by an additional
            15%.
5.2       If changes occur in cost-determining factors, including but not limited to
            increase in the price of telecommunication services provided to KVSA by
            a network operator, labour costs, social security contributions, taxes,
            transportation costs, supplier's factory costs, as well as changes in currency
            exchange rates, KVSA shall be authorized to pass on these additional costs
            in its prices, provided KVSA shall have given notice thereof to the Customer
            one month in advance.
6.         Payment
            All activities
6.1       Unless specifically agreed in writing otherwise, the Customer shall be
            invoiced, at the option of KVSA, either on a monthly basis in arrears or after
            any service has been delivered or the terminal equipment has been sold,
            leased, hire-purchased or otherwise made available by KVSA to the
            Customer.
6.2       The Customer must give KVSA written notice of complaints concerning the
            invoice within four (4) weeks of receipt of the invoice. Failure to do so shall
            be construed as unconditional acceptance of the invoice.
6.3       Payment shall be made by the Customer without discount or rebate, within
            the payment term (the number of days as of the date of the invoice) which
            is indicated in the price list. This payment term is to be considered final.
            Payment shall be considered to have taken place at the time that the
            amount due has been credited in full to the account number specified by
            KVSA.
6.4       In the event that the Customer fails to meet one or more of its payment
            obligations, or fails to meet them on time or in full, the Customer shall, as
            from the expiration date, owe KVSA interest on all overdue payments of
            1.5% per month or part of a month. The Customer shall in addition be liable
            for all judicial as well as extrajudicial collection charges. The latter
            shall amount to a minimum of 15% of the outstanding amount.
6.5       If the Customer does not make timely payments, KVSA shall be authorized
            to suspend its contractual obligations.
            Mobile Telecom Solutions
6.6       The Customer shall be obliged to pay KVSA for all services accessed or
            used with its SIM-card.
            Other Telecom Solutions
6.7       In the event that the Customer informs KVSA of theft, loss or misuse in
            conformity with article 3.2, the Customer shall be obliged to pay for the
            messages sent by KVSA until the moment of disconnection.
7.         Industrial and Intellectual Property
            All activities
7.1       All copyrights, intellectual and/or industrial property rights to software and
            tools delivered by KVSA to the Customer shall always remain with KVSA.
7.2       The Customer shall ensure that the software and tools as described in
            article 7.1 are properly identified as the property of KVSA and shall ensure
            that such property is returned to KVSA at KVSA's first request.
7.3       If the Customer fails to return or make available to KVSA the software and
            tools described in article 7.1 at KVSA's first request, or if the software and/or
            tools is/are incomplete or damaged, the Customer shall compensate KVSA
            for all damages incurred.
8.         Reservation of ownership
            Sales and Hire-Purchase of Terminal Equipment
8.1       All terminal equipment sold or hire-purchased to the Customer by KVSA
            shall remain the property of KVSA until such time as the Customer has paid
            all sums due to KVSA resulting from the sales or hire-purchase agreement
            regarding the terminal equipment concerned.
8.2       Until the Customer has paid all amounts due as referred to in article 8.1
            above, the Customer shall not be authorized to dispose of any of the
            terminal equipment sold or hire-purchased by KVSA nor place a lien on it,
            nor to alienate or encumber it with any right in rem.
8.3       If the Customer has not paid the total price of the terminal equipment
            bought or hire-purchased from KVSA in accordance with article 5.3, KVSA
            shall be entitled to repossess the terminal equipment concerned. KVSA
            shall be entitled to enter the premises of the Customer for this purpose.
9.         Complaints
            Mobile and other Telecom Solutions
9.1       Complaints with respect to Telecom Solutions, including but not limited to
            complaints regarding access to the telecommunication network and breaks
            in transmission, must be made by the Customer to KVSA in writing within
            two hours after the alleged problem has been discovered by the Customer.
            Software, Sale, Lease and Hire-Purchase of Terminal Equipment
9.2       Upon receipt of the software and/or the terminal equipment the Customer
            shall verify that the goods delivered by KVSA conform to the Customer's
            order; if the software and/or the terminal equipment does not conform or if
            the Customer has observed visible defects in any of the software and/or
            terminal equipment licensed, leased from, sold, or otherwise made available
            by KVSA, the Customer shall give KVSA written notice within two working
            days indicating the deviation(s) and/or defects.
9.3       Claims with respect to latent defects in any of the software and/or terminal
            equipment licenced, leased from, sold or otherwise made available by
            KVSA must be made within 10 days of those defects having been discovered
            or after they could reasonably have been discovered, but ultimately within
            six months of delivery of the terminal equipment or software concerned.
9.4       KVSA does not guarantee that the software which is delivered by KVSA
            shall function without any interruption or shall be completely faultless, nor
            that all faults will be corrected by KVSA.
            All activities
9.5       The Customer shall at all times give KVSA the opportunity to correct and/or
            repair any deviations and/or defects.
10.       Force majeure
            All activities
10.1      Force majeure shall exist if the execution of the agreement between KVSA
            and the Customer is prevented wholly or partially, whether or not
            temporarily, by circumstances beyond the control of the parties or by
            circumstances on the part of KVSA such as strike, lock out, blockade,
            revolt, traffic jam and other transport disturbances, accidents, fire, interruptions
            of work, import or export restrictions, unavailability of materials
            and/or inputs.
10.2      In the event of force majeure which lasts longer than three months, either
            party may terminate the agreement by means of a registered letter.
            Performance pursuant to the agreement prior to the force majeure event
            shall be settled on a pro rata basis, without compensation being due to
            either party.
            Mobile Telecom Solutions and other Telecom Solutions
10.3      The access to and options for telecommunication networks may be restricted
            by atmospheric disturbances and geographic limitations, as well as by
            other circumstances beyond the control of KVSA and/or the network operator,
            as well as by the shutting down or changing of all or part of the network as
            a result of any activities by the network operator or any other entity. KVSA
            shall in no event be held liable if the Customer is unable to gain access to
            the telecommunications network.
11.       Liability
            All activities
11.1      Unless indicated otherwise, KVSA shall not be liable for any direct or
            indirect damage incurred by the Customer, except for damage which
            results from gross negligence or wilful misconduct on the part of KVSA
            and/or its employees.
11.2      If the Customer has incurred personal injury or property damage, KVSA
            shall in no event be held liable for an amount greater than
Ђ 23,000 (twenty -
            three thousand Euro).
11.3      If and in so far as KVSA is held liable by the competent court for damage
            incurred, for whatever reason, such liability shall in any event be limited to
            costs of repair and/or replacement and under no circumstances exceed a
            maximum amount of
Ђ 23,000 (twenty - three thousand Euro).
11.4      The Customer and its employees shall indemnify KVSA and hold KVSA
            harmless against any and all claims from third parties relating to Telecom
            Solutions provided by KVSA, licensing of software and sales and leasing of
            terminal equipment by KVSA. The Customer guarantees that KVSA's
            employees shall not be held liable by third parties in relation to KVSA's
            activities as described herein.
            Mobile and other Telecom Solutions
11.5      KVSA shall in no event be liable for direct or indirect damage resulting
            from temporary restrictions or the failure of the telecommunications network,
            nor for the consequences of incorrect or distorted transmission or of
            other insufficient performance of the telecommunications network, operated
            by KVSA and KVSA's network operator.
11.6      If the format used by the Customer for sending messages is not in full
            conformity with KVSA's requirements, KVSA can in no event be held liable
            for damages incurring as a result of an incomplete or incorrect contents
            of the message dispatched.
            Software, Sale, Lease and Hire-Purchase of Terminal Equipment
11.7      KVSA shall not be liable for any direct or indirect damages sustained by the
            Customer as a result of malfunctioning of (i) the software licenced to the
            Customer, or (ii) the terminal equipment leased by, sold or otherwise made
            available to the Customer, except for damage which results from gross
            negligence or wilful misconduct on the part of KVSA and/or its employees.
12.       Processing of data
            All activities
12.1      KVSA shall keep a record of the information obtained from the Customer
            in accordance with the Wet Persoonsregistraties (Act on the Registration of
            Persons). KVSA guarantees that the statutory regulations concerning the
            protection of privacy shall be observed in processing the information.
            To meet this requirement, KVSA shall take all reasonable technical and
            organizational precautions for privacy protection and data security, provided
            that KVSA shall in no event be liable for unauthorized disclosure or data
            mutilation.
12.2      The Customer agrees that the information listed in its application is registered,
            processed and used by KVSA. This also applies to information on connections.
            Other Telecom Solutions
12.3      Unless indicated otherwise, KVSA shall be under no obligation to retain or
            record any of the messages sent by the Customer to KVSA nor of the
            messages dispatched through the KVSA system.
13.       Miscellaneous
            All activities
13.1      KVSA shall be authorized to terminate any agreement it has entered into at
            all times, provided it has notified the Customer thereof in writing at least
            one week prior to the date of termination.
13.2      Should any provisions of these conditions be declared null and void by the
            competent court, the remaining provisions shall remain in full force and effect.
13.3      The Customer shall not be permitted to set off any debt due to KVSA against
            any claim it has on KVSA.
            Mobile and other Telecom Solutions
13.4      If the Customer fails to observe one or more of his obligations, or does not
            observe them promptly or properly, is declared bankrupt, applies for a
            suspension of payment, goes into liquidation, ceases operating in any other
            way, or part or all of its assets are attached, or proves to be insolvent in any
            other way, and in the case of such alterations in the circumstances that the
            observation of KVSA's obligations arising from the agreement and/or these
            general conditions becomes so difficult for KVSA that it cannot be reasonably
            be exepected from KVSA that it remains bound to the agreement, KVSA
            is entitled to dissolve the agreement without any legal intervention and to
            claim reimbursement for the costs, damages and interests resulting from the
            events that gave rise to the dissolution.
13.5      KVSA shall at all times be authorized to change the access codes, passwords,
            telex or telephone numbers made available to the Customer for
            technical and commercial reasons.
14.       Disputes and applicable law
            All activities
14.1      Dutch law shall be applicable to these conditions and to all agreements
            between KVSA and the Customer.
14.2      All disputes arising from these conditions or any agreement between KVSA
            and the Customer shall be subject to the judgment of the competent court
            in Amsterdam, provided that KVSA can also initiate proceedings against the
            Customer in the court of the Customer's place of residence.   

            These conditions were registered on 01-03-2002, under no. 8/2002 with
                        the clerk's office of the District Court of Haarlem.

 


    Privacy Statement



© BTS 2008