ALGEMENE VOORWAARDEN
Hedgehog Applications B.V. gevestigd aan Kabelweg 57, 1014 BA Amsterdam.
Contactgegevens
www.hedgehogapplications.nl
Kabelweg 57
1014 BA Amsterdam
+31 6 2888 7364
I. GENERAL
1. Scope of application
1.1 The general conditions shall apply to all offers, proposals and quotations issued by Hedgehog
Applications B.V. vested in Amsterdam, the Netherlands (hereinafter referred to as “Hedgehog”),
and also to all contracts between the customers and Hedgehog (hereinafter referred to as “the
contract”).
2. Basic quotations
2.1 Orders and contracts shall only be made in writing. Verbal contracts shall be binding on Hedgehog
only where they are subsequently confirmed in writing.
3. Prices
3.1 Unless otherwise stated in writing, all prices quoted by Hedgehog shall be exclusive of V.A.T. and
other government levies that have been or are later imposed.
3.2 All cost estimates and budgets issued by Hedgehog shall be merely indicative, except where
specified otherwise in writing by Hedgehog.
3.3 Hedgehog is fully authorized to amend its prices yearly based on inflation correction.
4. Conditions relating to payment
4.1 Unless otherwise agreed in writing, payment shall be made within 30 days of the invoice date without
deduction or set-off and without any suspension of payment on the ground of any alleged or actual
default on the part of Hedgehog.
4.2 Where the customer fails to pay within the agreed period for payment, he shall be in default of
payment without further notice of default. Hedgehog shall be entitled from the due date of payment to
charge the statutory rate of interest on the outstanding amount. Where due payment is not made
Hedgehog shall be entitled to suspended performance of the order immediately.
4.3 Where the customer fails to pay the amounts due in a timely manner he shall reimburse Hedgehog
for all judicial and extra-judicial costs relating to recovery of the debt reasonably incurred by
Hedgehog. Such costs shall include the costs of debt collection agencies and the costs of employing
bailiffs and lawyers including where such persons exceed the legally stipulated legal charges, with a
minimum of € 250.
5. Periods of time
5.1 Quotations relating to times of delivery or any other period of time within which Hedgehog shall
meet its obligations shall be as accurate as possible in the circumstances but such quotations shall not
have a binding effect on Hedgehog and shall in all cases be merely indicative.
5.2 Where delivery or performance is not done in due time the customer shall give written notice
thereof to Hedgehog and shall then grant Hedgehog a reasonable extension of time to perform.
The customer shall be entitled to rescind the contract only where such extension of time is exceeded
and to the extent that no delivery has taken place. In such case Hedgehog shall not be liable to pay
any damages.
6. Confidentiality
6.1 The parties shall maintain confidentiality regarding technical data, documentation and all other
information including the content of any contract, deriving from the other party and which can be
characterized as confidential.
6.2 The parties shall ensure that their employees shall comply with the obligation specified in the
preceding paragraph.
6.3 The obligations specified in this clause shall continue in force after the termination of the contract.
7. Intellectual property rights
7.1 Unless otherwise agreed in writing, the proprietary interest in and all rights of intellectual property
regarding the products supplied by Hedgehog and the underlying source codes shall remain exclusively
vested in Hedgehog.
7.2 All intellectual property rights of the software, data files, hardware or other materials such as
analyses, designs, documentation, reports, quotations and related preliminary material developed or
made available to the customer on the basis of the contract shall remain exclusively vested in
Hedgehog, its licensors or its own suppliers. The customer shall only acquire those rights to use that are
explicitly granted in these general terms and conditions and by law. Any rights of use granted to the
customer shall be non-exclusive, non-transferable to third parties and non-sub licensable.
7.3 The customer will be granted the right to employ any results developed from the order for the
purposes of the specified aim.
7.4 Hedgehog shall indemnify the customer against any claim based upon an alleged violation of an
intellectual or industrial right regarding products supplied by Hedgehog, provided the customer:
informs Hedgehog in writing without delay of such claim, and
the resolution of the claim is left to Hedgehog and all necessary assistance thereto is provided, and
makes no statement or enters into any undertaking, or recognizes any right or admits any fact without
the prior written permission of Hedgehog
7.5 Where it is established that the claim is well-founded, Hedgehog may, at its discretion, ensure that
the customer obtains the right to continue to use the product or shall so amend the product that there is
no longer any violation or shall replace the product, without the customer in any way being essentially
restricted in the product’s applications. Where none of the above solutions is possible in the reasonable
judgment of Hedgehog, any product causing a violation shall be taken back on conditions to be agreed.
7.6 The indemnity provided for in this clause shall not apply where the claim arises from the use of the
product in combination with any other product that is not supplied Hedgehog.
7.7 Under no circumstances shall Hedgehog be liable for any further violation of any intellectual or
industrial property right other than as provided for in this clause.
8. Liability
8.1 Hedgehog provides high quality products and services. Hedgehog tries to comply with all
requirements that are put by the concerning international standards. In no event Hedgehog will be
liable for any direct, indirect, incidental, consequential, punitive or special damages, including but not
limited to loss of profit, loss of savings, reduced goodwill, loss due to business interruption, loss of
data or claims of third parties.
8.2 Hedgehog accepts no liability of any type whatsoever towards the customer for any damage other
than damage that its insurance covers and only to the extent that its insurer pays out in the particular
case.
8.3 The liability of Hedgehog shall, without prejudice to the provisions of the preceding paragraph, be
restricted to such sum that is charged for the damage- causing performance or, where the contract is
for a period of time, the amount paid of the invoices for a period not exceeding six months. The total
liability of Hedgehog for direct damages, for any reason whatsoever, shall, however, under no
circumstances exceed € 50,000.–.
8.4 The liability of Hedgehog for loss as a result of death, physical injury or due to material damage to
items shall under no circumstances exceed € 100,000.–. 8.5 Hedgehog shall never be liable for
damage that is the consequence of:
• incorrect or incomplete or information supplied late by the customer;
• loss of data. The customer shall ensure that back-ups shall be made of programs and files and
copies of other data that are made available by the customer to Hedgehog;
• any shortcoming of the customer in the performance of its obligations including the granting of full
assistance in implementing the contract.
Where the circumstances enumerated in this paragraph lead to any claim by a third-party the customer
shall indemnify Hedgehog against any such claim.
8.6 The customer shall bear the risk of the selection, the use, the application and the management within
its organization of the products and services provided by Hedgehog.
8.7 If use is made of computer, data or telecommunication facilities, including the internet, during the
execution of the contract, the customer shall be responsible for selecting the correct resources required
for this purpose and for ensuring that these are available in full and in a timely manner, with the
exception of those facilities in that fall under the direct use and management of Hedgehog. Hedgehog
shall under no circumstances be liable for losses or costs arising as a result of transmission errors,
breakdowns or the non-availability of these facilities, unless the customer is able to demonstrate that
these losses or costs are the result of intentional acts or deliberate recklessness on the part of the
Hedgehog’ management.
8.8 Hedgehog warrants that software delivery media shall be free from defect in material. The warranty
period for software delivery media is ninety days from the date of delivery.
8.9 No claim shall be brought against Hedgehog where the customer has the possibility in respect of the
cause of the damage to claim directly against a third-party (a supplier of Hedgehog) or its insurer.
9. Software from third party suppliers
9.1 If and in so far as Hedgehog provides the customer with software from third parties, the (license)
terms imposed by such third parties in relation to the software shall apply, provided that Hedgehog has
notified the customer of such terms in writing, notwithstanding any varying provisions in these general
terms and conditions. The customer accepts the above mentioned terms imposed by third parties. These
terms shall be available to the customer for inspection on Hedgehog’ premises and Hedgehog shall
provide the customer with a copy of the terms free of charge upon request.
If and in so far as the abovementioned terms imposed by third parties in relationship between the
customer and Hedgehog shall deemed not to apply for any reason whatsoever, or are declared to be
inapplicable, the provisions of these general terms and conditions shall apply in full.
10. Choice of forum and applicable law
10.1 The contracts between Hedgehog and the customer shall be governed by Dutch law. The
applicability of the Convention on Contracts for the International Sale of Goods 1980 is excluded.
10.2 Any disputes that may arise between Hedgehog and the customer on the basis of an contract
concluded between Hedgehog and the customer or as a result of further contracts that arise from
such an contract, shall be settled through arbitration in accordance with the Arbitration Regulations of
the Foundation for the Settlement of Automation Disputes, with its registered office in The Hague,
without prejudice to the right of either of the parties to request an injunction in summary arbitral
proceedings and without prejudice to the right of either of the parties to take precautionary legal
measures.
10.3 Before instituting arbitral proceedings as referred to in article 10.2, either of the parties shall
commence ICT-Mediation proceedings in accordance with the ICT-Mediation Regulations of the
Foundation for the Settlement of Automation Disputes in The Hague. ICT-Mediation proceedings in
accordance with these regulations are aimed at mediation by one or more mediators. The other party
shall undertake to actively participate in any ICT-Mediation proceedings that are instituted, and shall
in any event be legally obliged to attend at least one joint meeting between the mediators and parties,
in order to ensure that this extrajudicial form of dispute resolution has a chance of success. Either of
the parties shall be at liberty to terminate the ICT-Mediation proceedings at any time following an
initial discussion between the mediators and the parties. The provisions of this subclause shall not
prevent either of the parties from requesting an injunction in summary (arbitral) proceedings or from
taking precautionary legal measures where they deem this to be necessary.
II. LICENCE CONDITIONS FOR STANDARD SOFTWARE
11. Applicability
11.1 By installing, copying or otherwise using the software, the customer agrees to be bound by all of the
license conditions for standard software.
12. Right of use
12.1 The license contract grants the customer the following rights:
to install, use, run or otherwise interact with as many copies as the number of licenses ordered, as long
as the number of unique users on these computer(s) does not exceed the number of licenses ordered.
The software can only be used in combination with registration key that is provided with each license of
the product.
12.2 Hedgehog reserves the right to replace, modify, or upgrade the software at any time by offering the
customer a replacement, modification, or upgrade of the software, and to charge the customer for such
replacement, modification or upgrade with written permission by the customer.
12.3 Except as provided in the license contract, the customer may not use, transfer, rent, lease, lend,
copy, modify, translate, sublicense, time-share or electronically transmit or receive the software, media
or documentation.
12.4 The customer acknowledges that the software in source code form remains a confidential trade
secret of Hedgehog and therefore the customer agrees not to modify the software or attempt to reverse
the engineer, decompile, or disassemble the software, except and only to the extent that such activity is
expressly permitted by applicable law not without standing this limitation.
13. Term of the contract
13.1 The license contract has been entered into for the term agreed between the parties.
13.2 The term of the contract shall be extended automatically by the term of the original period each
time, unless the customer or Hedgehog terminates the contract in writing with due observance of a
notice period of one month prior to the end of the period in question.
13.3 Hedgehog may terminate the license contract if the customer fails to comply with the license
conditions. In that event, the customer shall immediately stop using the software, shall de-install and
return the software to Hedgehog within five working days. Hedgehog shall be entitled at all times to
check whether that obligation has been performed and the customer shall grant all necessary
assistance during such investigation.
III. TECHNICAL SUPPORT SERVICES
14. Scope
14.1 The Hedgehog Support Service as part of this Contract entitles the customer to technical
support services for a period of 1 year after delivery of the licensed products to which the Contract
applies and for which payment has been received by Hedgehog.
15. Services
15.1 Hedgehog Support Services includes:
Hedgehog Helpdesk. Access to the Hedgehog Helpdesk for questions and support with operational
problems with installation of new releases. The helpdesk is open on working days Monday to Friday
from 8.30h – 16.30h CET except on Public holidays in the Netherlands. The helpdesk can be
contracted by telephone +31 (0)628887364, by e-mail: support@hedgehogapplications.nl
New releases. Hedgehog works continuously on improving its products and adding functionality. This
may lead to new releases, on average one time a year.
Hardware replacement. In case of problems with hardware delivered by Hedgehog not older than 2
years, Hedgehog will discuss the problems with the customer. If required, Hedgehog will send new
hardware to customer (transport costs Hedgehog) within ten working days. The customer will be asked
to return its old hardware to Hedgehog (Group costs for Hedgehog).
Bug fixing. In the case that customer discovers an error in the software, Hedgehog will investigate the
issue and try to come up with a solution (error fix or new release). Hedgehog will keep the customer
informed.
16. Service fees
16.1 The payable Support Service fee applicable to the licensed product shall be stipulated in the official
contract towards the customer.
17. Service restrictions
17.1 The maintenance of the software shall not include the fixing of errors, defects or shortcomings
arising from or related to:
• usage errors or the improper use of the software, including errors that occur during the data input
process or in the date itself;
• changes to the software other than those carried out or on behalf of Hedgehog;
• use of the software contrary to the applicable conditions or contrary to the instructions in the user
documentation;
• changes to the errors, defects or shortcomings in the hardware or software that is not included within
the scope of the maintenance work to be carried out by Hedgehog;
• failure by the customer to have maintenance work carried out on the software in a timely manner;
• the use of an older version of the software that is no longer maintained by Hedgehog;
• the recovery of scrambled of lost data;
• other causes that are not attributable to Hedgehog.
17.2 If Hedgehog carries out maintenance work or other work in connection with the provisions of
article 17.1, Hedgehog shall be entitled to invoice the costs of this maintenance work or other work in
accordance with its standard rates. This shall not affect the other fees payable by the customer in
respect of maintenance work.
18. Provision of services
18.1 Hedgehog guarantees that the services shall be expertly carried out and in accordance with
customary reasonable standards. Hedgehog does not guarantee that the product shall operate
without interruption or problem or that every software error can be remedied or relieved.
19. Term of the contract
19.1 The term of contract for the Hedgehog Support Services shall be stipulated as part of the license
agreement as agreed between the parties.
19.2 The term of the contract shall be extended automatically by the term of the original period each
time, unless the customer or Hedgehog terminates the contract in writing with due observance of a
notice period of one month prior to the end of the period in question.
IV. DEVELOPMENT OF SOFTWARE
20. Scope
20.1 The parties shall specify in writing which software is to be developed and how the development
will take place. Hedgehog shall carry out the software development with due care on the basis of the
data supplied by the customer who shall be responsible for the accuracy, completeness and
consistency thereof.
21. Restrictions on use
21.1 If the written contract explicitly stipulates that all design and development costs shall be borne
exclusively and in full by the customer, the right of use of the software developed on behalf of the
customer shall not be subject to any restrictions, without prejudice to the remaining provisions of the
general terms and conditions.
21.2 Except where agreed otherwise in writing, the customer shall only be permitted to use the software
within and on behalf of its own company or organization. Except where agreed otherwise in writing, the
customer shall not use the software to process data on behalf of third parties.
21.3 The customer shall not be permitted to sell, rent out, transfer or grant restrictive rights to the
software and the media on which the software is stored, or to make these available to third parties in any
way or for any purpose. The customer shall also refrain from granting third parties access – remote or
otherwise – to the software or providing the software to a third party.
21.4 If Hedgehog is willing to undertake to transfer an intellectual property right, such an undertaking
may only be entered into explicitly and in writing.
22. Progress of work
22.1 The parties shall designate a contact person and an alternate contact person who shall be
authorized to maintain contact on the implementation of this contract.
22.2 Hedgehog shall report periodically to the customer on the progress of the work.
22.3 Where the progress of the work threatens to be interrupted or has been interrupted Hedgehog will
notify the customer in writing thereof without delay, stating the cause of the delay and the measures
proposed by Hedgehog to prevent or remove the delay or threatened delay. At the same time the
consequences of such delay for the duration and costs of the development of the software shall be
stated in the report.
23. Software documentation
23.1 Hedgehog shall supply appropriate documentation with the developed software.
23.2 Where the customer requires the technical specifications of a particular part of the software
developed the customer shall request the same in writing, giving the reasons therefore, from
Hedgehog, who shall supply such specifications provided the customer declares that it will not supply
them to any third- party, keep them under lock and key after use and will not to copy them.
24. Term of the contract
24.1 The license contract has been entered into for the term agreed between the parties.
24.2 The term of the contract shall be extended automatically by the term of the original period each
time, unless the customer or Hedgehog terminates the contract in writing with due observance of a
notice period of one month prior to the end of the period in question.
24.3 Hedgehog may terminate the license contract if the customer fails to comply with the license
conditions. In that event, the customer shall immediately stop using the software, shall de-install and
return the software to Hedgehog within five working days. Hedgehog shall be entitled at all times to
check whether that obligation has been performed and the customer shall grant all necessary
assistance during such investigation.
V. SERVICES CONTRACT CONDITIONS
25. Provision of services
25.1 Hedgehog shall provide services (e.g advisory, engineering support, consultancy and training) in
line with its best understanding and efforts and in a professional and careful manner. Hedgehog does not
guarantee that the results achieved by such services can be characterized as entirely or partially
successful or can be used within the agreed period of time.
25.2 The parties shall not be regarded as employer and employee, as principal and agent, as partners,
or otherwise as participants in a joint enterprise.
26. Consultants/Engineers
26.1 Hedgehog shall make consultants/engineers available in an appropriate case with a view to the
implementation of a project as agreed between Hedgehog and the customer.
26.2 The consultants/engineers shall possess the required expertise regarding the product used by the
customer.
26.3 Hedgehog shall be entitled after consultation with the customer to replace persons involved with the
project with one or more persons possessing the same qualifications.
26.4 Where the customer at any time is not satisfied with the performance of any person involved with a
project the customer shall be entitled to replace such person. Where it is not reasonably possible for
Hedgehog to effect a replacement and no other solution can be found the customer shall be entitled to
terminate the contract but in such case Hedgehog shall not be liable to pay any damages.
27. Price and payment
27.1 Except where a fixed price has been agreed in writing, work shall be charged on the basis of the
hourly rate employed by Hedgehog. All costs connected with the provisions of services shall be borne
by the customer, including but not restricted to travel and accommodation costs.
27.2 International travel costs will only be invoiced if the travel is on request of the customer. Travel
expenses within the Netherlands; expenses from the consultant’s/engineer’s residence to the office
will not be invoiced. Travelling upon request of the customer is for account of the customer.
27.3 The sum due shall be invoiced following the completion of the project, or monthly depending on
the duration and nature of the work and will be based on hours booked and approved (time-material).
27.4 Additional charges for special hours will be invoiced in case the executor (consultant/engineer) is
not responsible for the cause for these hours, but only after approval of the customer: + 50% working
days 20.00h-06.00h, + 100% during holidays and weekend (Friday 24.00h – Sunday 24.00h).
28. Term of the contract
28.1 The services contract has been entered into for the term agreed between the parties.
28.2 The term of the contract shall be extended automatically by the term of the original period each
time, unless the customer or Hedgehog terminates the contract in writing with due observance of a
notice period of one month prior to the end of the period in question.
V. SERVICES CONTRACT CONDITIONS
VI. HARDWARE
29. Delivery
29.1 If the parties have agreed this in writing, Hedgehog shall install, configure and/or connect the
hardware.
29.2 Hedgehog shall provide all services on the basis of a best efforts obligation.
30. Guarantee
30.1 Any claims by the customer that the hardware delivered is not fit for purpose, shall be excluded.
30.2 Hedgehog shall not be obliged to rectify defects that are reported by the customer, unless the
parties have entered into a separate service contract that incorporates an obligation to this effect.
31. Hardware from third parties suppliers
31.1 If and in so far as Hedgehog provides the customer with hardware from third parties, the terms
imposed by such third parties shall apply, provided that Hedgehog has notified the customer of such
terms in writing.