General Terms and Conditions

These General Terms and Conditions apply to all offers and agreements regarding the delivery of goods and/or services of any nature and under any name whatsoever by CarWise Information Service B.V. (established in Almere, Chamber of Commerce 39048849) and/or its affiliated companies (hereinafter referred to as “CarWise”).

The General Terms and Conditions consist of 3 parts:
Chapter 1 – General provisions (applicable to all agreements, activities and products)

Chapter 2 – Supply of Software (specific provisions relating to delivering CarWise software)

Chapter 3 – Provision of services (specific provisions on the provision of consultancy services)

Chapter 1– General provisions

Article 1 Applicability and definitions

In these General Terms and Conditions the following terms are defined as stated below:

CarWise: CarWise Information Services B.V. established in Almere, or the company affiliated with it, which is asked to (or proceeds to) supply services, software, products or perform work;
CarWise software: the software made available to the Client by CarWise and to be used by the Client in accordance with the provisions of the Agreement concluded between them and the provisions of these Terms and Conditions;
Data: all data stored in the SQL databases within the CarWise software.
Services: all activities to which CarWise has committed itself towards the Client.
Error: the substantial non-compliance with the functional or technical specifications of the Software made known by CarWise in writing, and, if the Software is wholly or partly custom software, with the functional or technical specifications explicitly agreed on in writing between the parties. An error exists only if the Client can demonstrate this and if it is reproducible.
Use of software: the installation, use, copying any other action with the CarWise software or part thereof, as well as consulting the documentation of the program.
User: the natural person or legal entity who installs and/or uses CarWise software or performs any other action with it (such as copying/distributing).
Client: the natural person or legal entity with whom an agreement is or has been concluded or to whom an offer or quotation is or has been made by CarWise, or on behalf of or for whom one or more services are or have been provided by CarWise;
Agreement: the licence agreement concluded between CarWise and the Client regarding CarWise software or provision of services by CarWise.
Software or program: one or more computer-readable programs including materials, documentation and instructions for use pertaining to those programs.
Terms and Conditions: these General Terms and Conditions.

Deviations from and additions to these Terms and Conditions are only valid if they have been explicitly agreed on in writing.
The applicability of general terms and conditions of the Client is explicitly rejected by CarWise.

Article 2 Client details

The Client is obliged to make available to CarWise all information deemed necessary by CarWise for the correct performance of the Agreement, in the desired form and manner and in time. CarWise has the right to suspend the performance of the instruction until the moment the Client has fulfilled this obligation.
The Client guarantees the correctness, completeness and reliability of the information it provides and indemnifies CarWise against damage resulting from incorrect or incomplete information.
The additional costs and additional hours incurred by CarWise, as well as the other damage suffered by CarWise, due to the fact that the Client does not, not timely or not properly provides information necessary for the performance of the instruction, will be at the expense and risk of the Client.
If the Client demands it, CarWise will return the information provided by the Client to the Client in the form in which it was received by CarWise, unless data conversion has taken place.

Article 3 Quotations

All quotations from CarWise are without obligation and CarWise is only bound by its quotations if it has accepted or confirmed an instruction in writing.
Agreements made after an agreement has been concluded in accordance with the previous paragraph only bind CarWise if these agreements have been confirmed or ratified in writing by the authorised representative of CarWise.
The prices stated in the quotation, instruction and/or agreement between the parties are in euros, exclusive of VAT and other government levies, as well as any costs to be incurred between the parties in the context of the agreement, including shipping and administration costs, unless stated otherwise in the quotation, instruction and/or agreement.

Article 4 Performance of instruction

CarWise performs the instruction to the best of its ability, based on a best-efforts obligation.
CarWise determines how the instruction is performed and by which employee(s) and has the right to engage third parties for this purpose without having to consult the Client about this.
Advice and other information provided by CarWise have been compiled with the utmost care. Nevertheless, CarWise accepts no liability for damage resulting from inaccuracy, incompleteness or lack of development in terms of timeliness of the information it has published or otherwise made known.
The Client undertakes to check the input and output immediately after a service has been provided and to report any deviations and/or defects to CarWise in writing without delay, but within eight days of delivery of the service. If this term is exceeded, the right to complain lapses.
If the deviations and/or defects referred to in paragraph 4 can reasonably be attributed to acts or omissions of the personnel of CarWise (which is at the discretion of CarWise), these deviations and/or defects, provided they are reported in time, will be corrected by CarWise free of charge.
If the deviations and/or defects referred to in paragraph 4 have arisen due to inaccuracy or incompleteness of the information provided by the Client, the costs for correcting the service provided will be charged to the Client, which is at the discretion of CarWise.
If the Client must perform the agreed work or additional work not included in the quotation, the resulting additional costs will be charged to the Client. In that case, CarWise will not be bound by the delivery time originally agreed on.
If the Client cancels an instruction after it has been given, CarWise is entitled to charge the following costs without carrying out any work:
In the case of cancellation within five working days before the start of the work, 50% of the instruction costs;
In the case of cancellation within one working day before the start of the work, 100% of the instruction costs.
Periods within which the agreement must be completed can only be regarded as strict deadlines if this has been explicitly agreed on in writing between the Client and CarWise.

Article 5 Price and costs

The agreed prices are in euros, excluding VAT and all levies imposed by the government after the conclusion of the agreement.
CarWise can adjust the stated rates annually on 1 January in accordance with the annual change in the price index figure from the table “Consumer prices; inflation since 1963”, as published by Statistics Netherlands in The Hague (increase in the consumer price index (CPI) compared to the corresponding period in the previous year).
Other prices can be adjusted annually in all reasonableness, which is at the discretion of CarWise.
If CarWise has to perform work for the benefit of the Client, for whatever reason, that has not been laid down in writing in the agreement between both parties, or costs arise because the Client has been in default in any way, making performance of the Agreement impossible or more difficult, these activities/costs are considered additional work and will be charged extra as such.

Article 6 Payment

The payment conditions are:
Payment within 14 days strictly net of the invoice date, unless agreed otherwise in writing;
If invoice amounts have not been paid within 14 days of the invoice date, the Client is deemed to be in default by operation of law and, without any notice of default being required, the Client owes interest of 1.5% per month, to be calculated from the invoice date to the time of payment.
When paying by direct debit, the Client must ensure there is a sufficient balance in the relevant account.
In the event of disputes regarding invoices, the Client is obliged to pay the part of the invoice that is not in dispute, or subsequent invoices that relate to deliveries or services other than those to which the dispute relates, in accordance with the normal payment conditions.
If an invoice has not been paid within 30 days of the invoice date, CarWise is entitled:
1. to suspend access to the CarWise software and to withdraw the software licence(s) made available until the required payment has been made.
2. to charge statutory interest for trade agreements on the outstanding amount without a reminder or notice of default being required.

This does not affect CarWise’s other statutory and contractual rights.

CarWise is entitled to suspend the supply of the CarWise software and any services if it has justified doubts about the creditworthiness of the Client.
The Client is not entitled to deduct, set off or suspend a payment.
All costs incurred for the collection of the claim, both judicial and extrajudicial, are at the expense of the negligent Client.
If CarWise believes that the financial position or payment behaviour of the Client gives reason to do so, or if the Client fails to pay an advance payment or an invoice within the payment term set for this, CarWise is entitled to require the Client to immediately furnish (additional) security in a form to be determined by CarWise. If the Client fails to furnish the requested security, CarWise, without prejudice to any of its other rights, will be entitled to immediately discontinue further performance of the agreement, while the total amount owed by the Client to CarWise, for whatever reason, will become immediately due and payable.
The claims of CarWise are immediately due and payable if the Client is declared insolvent, has applied for a moratorium or has all of its assets seized, dies or is wound up or dissolved.
In the above cases, CarWise is also entitled to terminate or suspend the performance of this Agreement or any as yet unperformed part thereof, without notice of default or legal intervention and without the Client being entitled to compensation for any damage resulting from that.

Article 7 Intellectual property

Performance of the instruction by CarWise explicitly does not entail a transfer of intellectual property rights vested in CarWise. All intellectual property rights that arise during or from the performance of the instruction also accrue to CarWise and/or its licensors. All programs, descriptions, carriers and/or storage media made available or developed by CarWise for the performance of instructions remain the exclusive property of CarWise, its licensors and/or suppliers, both during and after the performance of the instruction.
For the terms of the agreement, the Client is granted a non-exclusive and non-transferable right of use with regard to CarWise software and the associated user documentation. The Client agrees to the licence conditions set out in Chapter 2 of these Terms and Conditions.
The Client is explicitly prohibited from using the products and services that contain intellectual property rights of CarWise, or products and services that are subject to intellectual property rights with regard to the use of which CarWise has acquired user rights – including in this respect, but not limited to, the CarWise software and descriptions/manuals, as well as preparatory material thereof – to reproduce, publish or exploit, or to allow third parties to use the software and/or the accompanying documentation.
The Client will refrain from reproducing and/or publishing and/or distributing the CarWise software, the associated user documentation and other information and data received from CarWise, except insofar as this is necessary for normal use of the CarWise software. In that case, the Client will impose its obligations by virtue of this article on third parties it has engaged.
The Client is not authorised to replace the logos, brand names or other expressions that are the intellectual property of CarWise with its own or other logos, brand names, etc.

Article 8 Confidential information

The Client acknowledges that the software made available by or via CarWise is always of a confidential nature and that it contains trade secrets of CarWise.
The Client hereby gives explicit permission to CarWise to process and use the data provided by it for the benefit of and to include it in a database that CarWise creates in the context of its services. This data is always stored and managed with due observance of the applicable (privacy) legislation; this registration of personal data is only accessible to CarWise and is not provided to third parties, unless CarWise is obliged to do so by law or a court order.
CarWise and the Client will take precautions for themselves and for the other party to keep confidential information received secret.
To provide certain support to the Client, CarWise may request a recent database backup from the Client. By issuing this database, the Client explicitly gives CarWise permission to use this database at its own discretion with the aim of providing the desired support.
The parties will refrain from disclosing or using trade secrets and other data of the other party, which are designated as confidential or which by their nature should reasonably be regarded as confidential, for any purpose outside the scope of the agreement between the parties. All information regarding the agreement between the parties, its performance and all information the parties become aware of during its performance, is regarded as confidential information. The parties are committed to complete confidentiality thereof.

Article 9 Liability

CarWise is not liable for damage, loss, fines and/or costs, however caused, and the Client indemnifies CarWise against this, unless the Client proves that this was caused by intent or wilful recklessness on the part of CarWise. Without prejudice to the foregoing, CarWise is in any case never liable:
1. Due to non-delivery or late delivery;
2. Loss or corruption of data;
3. In the case of non-attributable shortcomings (force majeure);
4. For damage caused by the supplied software;
5. For consequential damage (such as damage due to business interruptions) and indirect costs (such as the costs of extra deployment of personnel), and other indirect consequences of a damage-causing incident, in any way whatsoever;
6. Claims from third parties;
7. Missed savings;
8. Fines.
The liability of CarWise for indirect damage, including consequential loss, loss of profits and savings or mutilation or loss of (business) data and loss caused by business interruptions is excluded.
If CarWise is liable for any damage in any case, CarWise only accepts liability insofar as this liability is covered by its insurance and for a maximum of the invoice amount of the relevant agreement, but never higher than the amount of the payment made by the insurance.
The client indemnifies CarWise against all claims from third parties for damage related to or arising from the agreement between the parties, as well as against claims from third parties (including employees of CarWise and third parties engaged by CarWise) who in connection with the performance of the instruction suffer damage which is the result of the acts or omissions of the Client or of unsafe situations in its company or organisation. This indemnification does not cover claims related to infringement of intellectual property rights within private international law (IPR) by/in connection with third-party software tools that are incorporated in the CarWise software.
The restrictions detailed in these terms and conditions with regard to liability do not apply if the damage can be attributed to intent or gross negligence on the part of CarWise or its employees.

Article 10 Force majeure

If the parties cannot, or cannot timely or properly fulfil the obligations under the agreement between them as a result of force majeure within the meaning of Article 6:75 of the Dutch Civil Code, those obligations will be suspended until the moment the parties are able to fulfil them at the agreed time.
In this article, force majeure is in any case understood to mean government measures, disruptions or failures of the internet, data network or telecommunication facilities, (cyber) crime and (cyber) vandalism such as network attacks, ransomware and (D)DoSattacks, power failures, domestic disturbances, mobilisation, war or terrorism, strikes, business disruptions, stagnation in supply, fire, flood and import and export restrictions as well as defects in goods, equipment, software or materials of third parties, the use of which has been prescribed to CarWise by the Client.
If the situation as referred to in the first paragraph of this article occurs, the parties have the right to terminate the agreement in whole or in part in writing if the force majeure situation has lasted longer than ninety (90) days. In that case, anything that has already been performed on the basis of the Agreement will be settled pro rata without any other right to any compensation.

Article 11 Term and termination

Unless explicitly agreed otherwise, the Agreement is initially entered into for a period of three years. The agreement will always be tacitly extended for a period of 12 months after its expiry, unless the Client or CarWise terminates the agreement in writing in good time.
Unless stipulated otherwise in the Agreement, the Agreement must be terminated with due observance of a notice period of three months with effect from the end of the agreed period. The notice period does not commence until the day on which CarWise receives the notice of termination. If the Client proceeds to (prematurely) terminate the Agreement, CarWise is entitled to the following compensation:

in the event of termination within the initial term of three years: the agreed fee over the remainder of the agreed term;
in the event of termination during one of the subsequent periods of one year: the agreed fee for the remainder of the term (of the relevant year).

CarWise is authorised to dissolve the agreement without judicial intervention if the Client:
is declared insolvent;
applies for a moratorium;
liquidates its business; or
discontinues its activities.
The termination, or dissolution of the agreement in whole or in part, does not release the parties from any current obligations with regard to, for example, confidentiality and intellectual property.
Both parties can only dissolve the agreement on account of an imputable shortcoming in the fulfilment of the agreement if the other party – always following a fully detailed written notice of default stating a reasonable term in which the shortcoming can be remedied – fails imputably in the fulfilment of fundamental obligations arising from the agreement. Payment obligations of the Client and all obligations to cooperate and/or provide information by the Client or a third party to be engaged by the Client are in all cases essential obligations under the agreement.
If at the time of dissolution the Client has already received performances in execution of the agreement, these performances and the corresponding payment obligations cannot be revoked, unless the Client proves that CarWise is in default in respect of the fundamental aspect of those performances. Amounts invoiced by CarWise before dissolution in respect of what has already been undertaken or delivered by way of performance of the agreement will, with due observance of the previous sentence, continue to be payable and become immediately due and payable at the time of dissolution.

Article 12 Electronic communication

The Client and CarWise are not liable towards each other for damage or loss that may be suffered by one or either of them as a result of the use of electronic means of communication including but not limited to damage or loss caused by non-delivery or delays in the delivery of electronic communications, interception or manipulation by third parties or by software/equipment used to send, receive or process electronic communications, the transfer of viruses and the poor performance or failure of the telecommunications network or other means required for electronic communication, unless insofar as this damage or loss is the result of intent or gross negligence.
Both the Client and CarWise will do or omit everything that can be reasonably expected from them to prevent the aforementioned risks. .

Article 13 Other obligations of the Client

If CarWise performs services at the premises of the Client, the Client will ensure a suitable workplace that meets the statutory health and safety standards and other applicable regulations with regard to working conditions. In that case, the Client must ensure that CarWise is provided with office space and other facilities that, in the opinion of CarWise, are necessary or useful to perform the agreement and that comply with all (statutory) requirements.

Article 14 Other provisions, Applicable law and choice of forum

If one or more provisions of these terms and conditions are declared inapplicable by court order or otherwise, this will not affect the applicability of all other provisions. The Parties will agree on a new provision or provisions to replace the null and void provision, which must reflect the purport of the original agreement to the greatest extent legally possible.
CarWise explicitly reserves the right to suspend access to and use of the CarWise software and/or any CarWise services provided to the Client if the Client acts contrary to the provisions of these and other terms and conditions and fails to fulfil its obligations in this regard or fails to do so correctly or in full. Incidentally, in that case the Client remains obliged to pay the invoice in full and to compensate for any damage.
The Client is not entitled to transfer rights and obligations from these terms and conditions or from the agreement to third parties, without the prior written consent of CarWise.
In the event of a possible insolvency, moratorium or debt rescheduling arrangement, the Client must immediately notify CarWise of this via its insolvency practitioner or administrator.
In all cases in which an Agreement with the Client ends, these terms and conditions and all other applicable terms and conditions of CarWise will continue to govern the relations between the parties insofar as this is necessary for the settlement thereof.
In the case of a conflict, the conditions in the signed agreement(s) between the Client and CarWise take precedence over these General Terms and Conditions. In the case of a conflict between provisions of chapters of these terms and conditions, the provisions of an earlier chapter will apply, unless explicitly deviated from.
The version of any communication between the parties received or stored by CarWise counts as authentic and compelling evidence, subject to evidence to the contrary from the Client.
CarWise reserves the right to make changes or additions to these general terms and conditions.
All agreements between CarWise and the Client are subject exclusively to Dutch law.
All disputes arising from or in connection with this agreement will in the first instance be settled by a competent court in the district of Central Netherlands.

Chapter 2 – Delivery of software

The provisions included in this Chapter 2 apply (in addition to the provisions of the previous chapter) if CarWise software, apps, associated data, databases and/or user documentation (hereinafter referred to as “Software”) is made available to the Client for use. If the Software is made available to the Client via the internet or another data network, without a physical carrier or download with the relevant underlying software being made available to the Client, this is referred to as the SaaS service.

Article 15 Right of use

During the term of the Agreement and subject to compliance with the Agreement and these General Terms and Conditions, the Client receives the non-exclusive, non-transferable, non-pledged and non-sublicensable right to use the CarWise software, for number of users agreed on by the parties.
Unless agreed otherwise in writing, CarWise’s obligation to make available and the Client’s right of use extends exclusively to:

When providing a SaaS service: making the functionality of the Software available to the Client and keeping it available via the internet or another data network
When providing Software: the so-called object code of the Software.

The Client’s right of use does not extend to the source code of the software. Legal ownership of the source code of the CarWise software is held by Stichting Escrow Broncode CarWise. The source code of the Software will never be made available to the Client, not even if the Client is prepared to pay a financial fee for making it available.

To protect the rights of CarWise, the Client will ensure that (the object code of) the software and associated documentation are kept secret and are not made known to third parties, with the exception of those third parties who host and technically install the software on behalf of the Client and/or maintain or perform work for the Client on the basis of a hire contract, for which (access to) the software is required.
The right of use of CarWise Software is reserved for the Client or the Users for whom the Client has entered into a (licence) agreement with CarWise. Use by a party that has not acquired this right to use the software is prohibited. The right of use is strictly linked to the natural person or legal entity of the User. The User is not permitted to transfer the right of use or the software, or any part thereof, to a third party in any way or otherwise allow it to be used, to transfer it, to rent it out, or to transfer any right to the software to third parties without obtaining a right of use from CarWise.
The basic software of the CarWise software may only be used on one processing unit at a time per licence issued. The basic software refers to that part of the software where the settings files and user numbers are stored and kept. The number of client installations required to use the basic software is unlimited. Client installation refers to the support software required to connect to the basic software in order to use the basic software. The number of users who can simultaneously use the basic software is determined on the basis of the CarWise licence obtained.
As a standard, the Client has the right to run one operational administration. For practice purposes, an option is offered for a second administration.
The Client or a User is only permitted to make copies of the software for archiving purposes/backups with regard to security and risk reduction. All copies of the software remain the property of CarWise.
The Client and the User are not permitted to decompile, reverse-engineer or otherwise analyse or reconstruct the software, whether or not with the aid of third parties, in any way whatsoever, or to make changes to the software, other than in a manner explicitly specified by CarWise.
If during the term of this contract, the Client is granted a right to use a new program or module of CarWise, these terms and conditions will apply accordingly to that program from the delivery date of the program(s) in question.
The Client will always observe and comply with the restrictions on the right of use arising from this agreement. It will not cause any inconvenience or damage to the SaaS service in any way, in the opinion of CarWise.

Article 16 Security and data (backup)

If CarWise is obliged to provide a form of information security on the basis of the agreement, this security will comply with the specifications agreed on in writing by the parties. CarWise does not guarantee that the information security is effective under all circumstances. If an explicitly described method of security is lacking in the agreement, the security will meet a level that, in view of the state of the art, the implementation costs, the nature, scope and context of the information to be secured known to CarWise, the purposes and the normal use of its products and services and the likelihood and severity of foreseeable risks is not unreasonable.
The access or identification codes, certificates or other security resources provided to the Client by or on behalf of CarWise are confidential and will be treated as such by the Client and will only be made known to authorised personnel from the Client’s organisation. CarWise is not liable for damage or costs resulting from use or misuse of access or identification codes, certificates or other security tools, unless the misuse is the direct result of intent or wilful recklessness on the part of CarWise management. The Client is responsible for managing authorisations and issuing and timely withdrawing access and identification codes.
CarWise is entitled to adjust the security measures from time to time and to change assigned access or identification codes and certificates.
The Client will adequately secure its systems and infrastructure and keep it adequately secured.
CarWise is always permitted to install technical and organisational provisions to protect equipment, data files, websites, software, programs or other works made available to the Client (directly or indirectly), also in connection with an agreed restriction in the content or the duration of the right to use these objects. The Client will not remove or circumvent such technical provision(s) or have them removed.
The data entered by a User remains the property of the Client. The Client must itself arrange a proper backup facility. The Client is obliged to identify the risks of mutilation or loss of data and other incidents for its organisation and take additional measures if necessary and it remains responsible for compliance with all statutory administration and retention obligations applicable to it.
Work performed by CarWise on behalf of the Client, due to the lack of a proper backup or due to errors made by the Client, does not fall under the maintenance to be provided by CarWise and will, at the discretion of CarWise, be charged at the then-applicable rates.
CarWise is never obliged to carry out data conversion, unless this has been explicitly agreed on in writing with the Client.

Article 17 Provisions regarding SaaS services

CarWise has the right to adjust the SaaS service or parts thereof in order to improve the functionality and/or to correct errors. If a modification leads to a considerable change in functionality, CarWise will endeavour to notify the Client thereof. However, CarWise alone decides on the modifications.
CarWise may continue to perform the SaaS service using a new or modified version of the underlying software. CarWise is not obliged to maintain, change or add certain features or functionalities of the service specifically for the Client.
CarWise may temporarily decommission the SaaS service in whole or in part for preventive, corrective or adaptive maintenance or other forms of service. CarWise will not allow the decommissioning to last longer than necessary and, if possible, allow it to take place at times when the SaaS service is usually used the least intensively.
CarWise is never obliged to provide the Client with a physical carrier or download of the underlying software.
In the absence of further agreements in this regard, the Client will further set up, configure, parameterise, tune, convert and upload the SaaS service itself and, if necessary, adjust the equipment and user environment used.

Article 18 Maintenance of Software supplied (not as a SaaS service)

CarWise undertakes to maintain its program(s) during the contract period. The costs of maintenance are included in the agreed rates. This maintenance includes:
If possible, adjusting the software in connection with statutory requirements relating to the function of the program;
Adjusting the software due to errors found by CarWise and/or by the Client, provided these are recognised by CarWise;
If possible, adjusting the software in accordance with the wishes of several CarWise software Users, at the discretion of CarWise;
If possible, technically improve the software in certain areas such as speed, robustness and portability, at the discretion of CarWise;
CarWise will offer the new version to the Client as soon as possible after a new version of a program has been created.
Maintenance is performed on the basis of a cumulative release system. A release is always followed by a last cumulative release. This latest release is always made available by CarWise to the Client via the support website of CarWise (SupportWise).

Article 19 Restrictions of use

If the parties have agreed that the Software may only be used in combination with certain equipment or a certain type of equipment, the Client is entitled, in the event of a malfunction of the relevant equipment, to use the Software on other equipment of the same type for the duration of the malfunction.
Unless agreed otherwise in writing, the Client may only use the Software in and for the benefit of its own company or organisation. Unless agreed otherwise in writing, the Client will not use the Software for third parties, for example, in the context of Software-as-a-Service (SaaS) or outsourcing.
The Client is not permitted to sell, rent, alienate or grant limited rights to the Software or the carriers on which the Software is recorded or to make it available to a third party in any way or for any purpose whatsoever. Neither will the Client give a third party – whether or not remotely – access to the Software or place the Software with a third party, unless it concerns a solution in which the Software is only made available to the Client and used exclusively by the Client.
If requested, the Client will immediately cooperate fully with an investigation to be carried out by or on behalf of CarWise regarding the Client’s compliance with the agreed restrictions of use. If so demanded by CarWise, the Client will grant CarWise access to its buildings and systems. CarWise will treat confidentially all business information that CarWise obtains from or at the Client in the context of such an investigation, insofar as this information does not concern the use of the Software itself.

Article 20 Delivery and installation

CarWise will deliver the Software to the Client on the agreed format of data carriers or, in the absence of clear agreements in this respect, on a format of data carriers to be determined by CarWise or deliver it to the Client (online) using telecommunication facilities and (unless otherwise agreed) install it at the Client.
The Client itself will arrange for the necessary equipment, infrastructure and supporting software and will install, set up, parametrise, tune the (auxiliary) software required on its own equipment and, if necessary, adjust and update the equipment, other (auxiliary) software and user environment used for this and to achieve the interoperability desired by the Client.
User documentation is made available in paper or digital form with a content to be determined by CarWise. CarWise decides on the form and language in which the user documentation is provided.
The Software will be deemed accepted between the parties upon delivery or, if an installation to be carried out by CarWise has been agreed on in writing, upon completion of the installation. Acceptance results in CarWise being discharged of its obligations regarding the provision and delivery of the Software and, where applicable, also the obligations regarding the installation of the Software.

Article 21 Modifying the Software

Unless agreed otherwise in writing and subject to exceptions provided for by law, the Client is not entitled to modify the Software in whole or in part without the prior written consent of CarWise. CarWise is always entitled to refuse consent or to attach conditions to its consent, including conditions regarding the manner and quality of execution of the modifications desired by the Client.
The Client bears the full risk of all modifications made by or on behalf of the Client by third parties – whether or not with the consent of CarWise.

Article 22 Warranty

CarWise does not guarantee that the software (or the SaaS service) will work without interruption, errors or defects or that all errors and defects will always be corrected.
CarWise will make every effort to rectify errors in the Software (or SaaS service) within a reasonable period of time if they have been reported to CarWise in writing within a period of three months of delivery. The Client is obliged to immediately report any errors to CarWise. CarWise may charge the costs of rectification according to its usual rates if it concerns user errors or improper use by the Client or other causes not attributable to CarWise or if the errors could have been discovered when the agreed acceptance test was performed. The rectification obligation lapses if the Client makes or has changes made to the Software without written consent from CarWise.
Errors will be rectified at a location to be determined by CarWise. CarWise is always entitled to install temporary solutions or program bypasses or problem-avoiding restrictions in the Software.
CarWise is never obliged to recover mutilated or lost data.
CarWise is not obliged to rectify errors reported after the end of the warranty period referred to in this article, unless a separate maintenance agreement has been concluded between the parties that includes such an obligation to rectify.

Article 23 Support

CarWise will support each registered Client of the Client in the operational exercise of the right of use. Support calls can be registered via the support environment and by email. If a registered Client requires written advice from the Client or a visit by CarWise to the Client’s location, costs will be charged for this.
If after the release of a new version of the software, CarWise believes that the Client must install the new version, in which errors have been resolved or improvements have been made, the Client must follow these recommendations. If the Client decides not to install the new version, CarWise cannot be held responsible for the software not functioning optimally and CarWise is permitted to suspend support for the software. CarWise will continue to support an “old version” for up to three months after the release of a “new version”.

Article 24 Hardware

If, at the discretion of CarWise, expansion and/or modification of the Client’s hardware is necessary, CarWise will inform the Client of this. If the Client decides not to expand and/or modify, CarWise cannot be held responsible for the software not functioning optimally and CarWise is permitted to suspend support for the software.

Chapter 3 – Provision of services (consultancy)

Article 25 Consultancy services

CarWise will provide consultancy services at its own discretion and to the best of its ability. Performing these activities never constitutes an obligation to achieve a result. Since the progress of an instruction in the field of consultancy depends on various factors and circumstances, such as the quality of the data and information provided by the Client and its cooperation, specified processing times are never binding.
The service provided by the supplier is exclusively provided on CarWise’s usual working days and times.

Article 26 Installing software

All facilities necessary for the installation of CarWise software are at the expense and risk of the Client and are not the responsibility of CarWise, unless agreed otherwise. The Client must ensure that such facilities are present and set up in accordance with the specified minimum system requirements of CarWise.
The Client must ensure that the personnel of CarWise can start the work immediately after arrival at the agreed location and that they are also able to perform this work within normal working hours. Work can take place outside normal working hours only if this is necessary (and this necessity is recognised by CarWise).
If CarWise personnel cannot start work at the agreed location, CarWise reserves the right to charge the Client for the total travel time and lost working time at the agreed hourly rate.
At the start of the work on location, CarWise personnel must conform to the Client’s security policy and thus follow the security guidelines on site, provided that these have been explicitly and timely reported by the Client to the relevant CarWise personnel.