General Terms and Conditions

These General Terms and Conditions (the "Terms") apply to all offers and agreements under which OT Networks, a trade name of Altijd Internet BV, Chamber of Commerce 98882147 ("OT Networks", "we", "us"), supplies goods and/or services to a client ("the Client"). They consist of this General Part A and the service-specific Parts B–D. The service-specific part(s) agreed between the parties apply in addition to Part A and prevail in the event of conflict.

1. Applicability

1.1These Terms consist of this General Part together with one or more service-specific parts: (B) Advisory, consultancy and project management; (C) Internet access; (D) Telecommunications services.

1.2This General Part applies to all offers and agreements under which we supply goods and/or services of any kind. Where it conflicts with an agreed service-specific part, the service-specific part prevails.

1.3"These Terms" means this General Part together with one or more agreed service-specific parts.

1.4Deviations from and additions to these Terms are valid only if agreed in writing between the parties.

1.5The applicability of the Client's purchasing or other terms is expressly rejected.

1.6If any provision is void or annulled, the remaining provisions remain in force. The parties will then agree replacement provisions reflecting the original intent as far as possible.

2. Offers

2.1All offers and statements by us are without obligation unless stated otherwise in writing.

2.2The Client warrants the accuracy and completeness of the data it provides on which we base our offer. Dimensions and data in drawings, images, catalogues, websites, quotations and the like are not binding unless we expressly state otherwise.

3. Price and payment

3.1All prices are exclusive of VAT and other government levies. Unless agreed otherwise, all prices are in euros and all payments must be made in euros.

3.2Pre-calculations and estimates are indicative only unless we state otherwise in writing. A budget communicated by the Client is never an agreed (fixed) price.

3.3If the Client comprises several natural persons and/or legal entities, each is jointly and severally liable for the amounts due.

3.4Our records constitute full proof of the services performed and amounts due, without prejudice to the Client's right to provide evidence to the contrary.

3.5For periodic payment obligations, we may adjust the applicable prices and rates on at least three months' written notice. If the Client does not accept the adjustment, it may terminate the agreement in writing within thirty days of notice, effective on the date the adjustment would take effect — unless an agreed index or benchmark applies.

3.6Amounts are payable according to the agreed or invoiced payment terms; absent a specific arrangement, within the period set by us after the invoice date. The Client may not suspend any payment or set off amounts due.

3.7If the Client fails to pay on time, statutory commercial interest is due on the outstanding amount without any notice of default, and the Client owes all judicial and extrajudicial collection costs, including the cost of external experts.

4. Confidentiality and non-solicitation of personnel

4.1Each party keeps confidential all information received from the other party that it knows or should reasonably know is confidential, and uses it only for the purpose for which it was provided.

4.2During the agreement and for one year after it ends, neither party will, without the other's prior written consent, employ or otherwise engage the other party's personnel who were involved in performing the agreement.

5. Privacy, data processing and security

5.1If we consider it relevant to performance, the Client will, on request, promptly inform us in writing how it complies with data-protection legislation.

5.2The Client indemnifies us against claims by persons whose personal data are processed under the Client's responsibility, unless the Client proves the facts are attributable solely to us.

5.3Responsibility for data processed using our service lies solely with the Client, who warrants that the content, use and processing are lawful and do not infringe any third-party right, and indemnifies us against third-party claims in that connection.

5.4Where we are required to provide information security, it will meet the specifications agreed in writing. We never warrant that security is effective in all circumstances. Absent an express specification, security will meet a level that is not unreasonable given the state of the art, the sensitivity of the data and the cost involved.

5.5Where computer, data or telecommunications facilities are used, we may assign and change access or identification codes. The Client treats these codes confidentially and discloses them only to authorised staff. We are never liable for use or misuse of codes unless the misuse resulted directly from our act or omission.

6. Retention of title and rights; suspension

6.1All goods delivered to the Client remain our property until all amounts due under the agreement have been paid in full. A Client acting as reseller may sell and deliver such goods in the normal course of business. Where the Client forms a new item (partly) from goods we delivered, it holds that item for us until full payment.

6.2The property-law effects of retention of title for goods intended for export are governed by the law of the State of destination if that law contains provisions more favourable to us.

6.3Rights, including usage rights, are granted or transferred on condition that the Client has paid all amounts due in full. For a usage right subject to periodic payment, the right subsists for as long as the Client meets its periodic payment obligation.

6.4We may retain goods, data, documents, software, data files and (interim) results received or generated under the agreement, notwithstanding any obligation to hand them over, until the Client has paid all amounts due.

7. Risk

7.1The risk of loss, theft, misappropriation or damage to items produced or used in performing the agreement passes to the Client at the moment they are brought within the control of the Client or its auxiliaries. While such items are within our control or that of our auxiliaries, we bear that risk.

8. Intellectual property rights

8.1Any undertaking to transfer an intellectual property right can be entered into only expressly and in writing. A transfer does not affect our right to use the underlying components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols and standards for other purposes, whether for ourselves or third parties, nor our right to carry out similar developments.

8.2All intellectual property rights in the software, websites, data files, equipment or other materials developed or made available under the agreement rest solely with us, our licensors or our suppliers. The Client obtains only the usage rights expressly granted. Any usage right is non-exclusive, non-transferable and non-sublicensable.

8.3The Client may not remove or alter any notice concerning confidentiality or any intellectual property right from the software, websites, data files, equipment or materials.

8.4We may apply technical measures to protect our software, equipment, data files, websites and the like. The Client may never remove or circumvent such measures.

8.5We indemnify the Client against any third-party claim that software, websites, data files, equipment or materials we developed ourselves infringe a third-party intellectual property right, provided the Client promptly informs us in writing and leaves the handling of the matter, including any settlement, entirely to us. The indemnity lapses where the alleged infringement relates to materials supplied by the Client or to modifications made by or on behalf of the Client without our written consent. Any further indemnity obligation is excluded.

8.6The Client warrants that no third-party rights prevent it from making equipment, software, website material (images, text, music, domain names, logos, hyperlinks etc.), data files or other materials available to us, and indemnifies us against any third-party claim in that connection.

9. Client cooperation obligations

9.1The Client will always provide, in good time, all data, information and cooperation we consider useful, necessary or desirable. Client personnel and auxiliaries engaged will have the necessary knowledge, expertise and experience.

9.2The Client bears the risk of the selection, use, application and management within its organisation of the equipment, software, websites, data files and other products and services, and is responsible for correct installation, assembly, commissioning and settings.

9.3If the Client does not make the required data, documents, equipment, software, materials or staff available on time or in accordance with the agreement, we may suspend performance in whole or in part and charge the resulting costs at our usual rates, without prejudice to our other rights.

9.4Where our staff work on the Client's site, the Client provides, free of charge, the facilities reasonably required (such as a workspace with computer, data and telecommunications facilities) meeting all legal requirements on working conditions. The Client indemnifies us against third-party claims, including by our staff, for damage resulting from the Client's acts or omissions or unsafe situations in its organisation, and communicates its house and security rules in advance.

9.5Where computer, data or telecommunications facilities (including internet) are used, the Client is responsible for the correct choice and the timely, full availability of the necessary means, except for facilities under our direct use and management. We are never liable for damage or costs due to transmission errors, disruptions or unavailability of these facilities, unless the Client proves the damage results from intent or deliberate recklessness of our management.

10. Delivery periods

10.1All delivery periods and dates are set to our best knowledge on the basis of the data known at the time of entering into the agreement; interim dates are target dates, non-binding and indicative only. We will make reasonable efforts to observe final periods and dates. We are not bound by a period or date that can no longer be met due to circumstances beyond our control arising after the agreement, or where a change in scope or approach has been agreed.

10.2Mere exceedance of a period or date does not place us in default. In all cases we default for delay only after the Client has given written notice of default containing as complete and detailed a description of the shortcoming as possible, allowing us to respond adequately.

11. Dissolution and termination

11.1A party may dissolve the agreement for an attributable shortcoming only after detailed written notice of default setting a reasonable cure period, and only where the other party attributably fails in material obligations. Payment and cooperation obligations always count as material.

11.2Performances already received before dissolution, and the related payment obligation, are not undone, unless the Client proves we are in default in respect of the material part of those performances. Amounts invoiced before dissolution for work properly performed remain due and become immediately payable.

11.3An open-ended agreement that by its nature does not end by completion may be terminated in writing by either party after due consultation and stating reasons, observing a reasonable notice period. No party owes damages for such termination.

11.4The Client may never terminate early a fixed-term service or assignment agreement.

11.5Either party may terminate in whole or in part in writing, with immediate effect and without notice of default, on the other party's suspension of payments, bankruptcy, liquidation, cessation (other than for reconstruction or merger) or change of control. We owe no restitution or damages on such termination. On the Client's bankruptcy, usage rights in software, websites and the like lapse by operation of law.

12. Liability

12.1Our total liability for an attributable shortcoming (expressly including any breach of an agreed warranty) is limited to compensation of direct damage up to the price agreed for that agreement (excl. VAT). For a continuing agreement with a term of more than one year, the price is set at the total charges (excl. VAT) for one year. In no event will our total liability for direct damage exceed €500,000 (five hundred thousand euro).

12.2Our liability for damage due to death, personal injury or physical damage to property never exceeds €1,250,000 (one million two hundred and fifty thousand euro) in total.

12.3Our liability for indirect damage — consequential loss, lost profit, lost savings, reduced goodwill, business-interruption loss, loss from claims by the Client's customers, damage relating to items, materials or software prescribed by the Client, and the engagement of suppliers prescribed by the Client — is excluded. Liability for corruption, destruction or loss of data or documents is likewise excluded.

12.4These exclusions and limitations are without prejudice to the other exclusions and limitations of liability under these Terms.

12.5The exclusions and limitations in 12.1–12.4 lapse insofar as the damage results from intent or deliberate recklessness of our management.

12.6Unless performance is permanently impossible, our liability arises only after the Client promptly gives written notice of default setting a reasonable cure period and we remain attributably in breach after that period.

12.7A right to compensation always requires the Client to report the damage to us in writing as soon as possible after it arises. Any claim for compensation lapses twenty-four months after it arose.

12.8The Client indemnifies us against all third-party product-liability claims arising from a defect in a product or system the Client supplied to a third party that included equipment, software or other materials supplied by us, unless the Client proves the damage was caused by those items.

12.9The provisions of this article and all other limitations and exclusions of liability in these Terms also benefit all persons we engage in performing the agreement.

13. Force majeure

13.1Neither party is obliged to perform any obligation, including any agreed warranty, if prevented by force majeure. Force majeure includes: force majeure of our suppliers; the failure of suppliers prescribed by the Client; defects in third-party goods, equipment, software or materials prescribed by the Client; government measures; power failure; disruption of internet, computer-network or telecommunications facilities; war; occupation; strike; general transport problems; and the unavailability of one or more staff.

13.2If a force-majeure situation lasts longer than ninety days, either party may dissolve the agreement in writing. What has already been performed is then settled pro rata, without the parties owing each other anything further.

14. Changes and additional work

14.1Where, at the Client's request or with its prior consent, we perform work or services outside the agreed scope, the Client pays for them at the agreed rates and, failing those, at our usual rates. We are never obliged to meet such a request and may require a separate written agreement.

14.2The Client accepts that such work may affect the agreed or expected time of completion and the mutual responsibilities of the parties. The occurrence of additional work is never grounds for the Client to terminate or dissolve the agreement.

14.3Where a fixed price has been agreed, we will on request inform the Client in writing of the financial consequences of the additional work or services.

15. Assignment of rights and obligations

15.1The Client may not sell or transfer its rights and/or obligations under the agreement to a third party.

15.2We may transfer our claims for payment of charges to a third party.

16. Governing law and disputes

16.1Agreements between us and the Client are governed by the laws of the Netherlands. The applicability of the 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG) is excluded.

16.2Disputes arising from an agreement between the parties, or from further agreements resulting from it, will be submitted to the competent court of the Rechtbank Noord-Nederland, without prejudice to each party's right to seek interim relief or to take protective legal measures.

Applies in addition to Part A where we provide consultancy, advisory or project-management services, and prevails over Part A in the event of conflict.

B1. Services

B1.1We will use our best efforts to perform the services with due care, where applicable in accordance with the arrangements and procedures agreed in writing. All our services are performed on a best-efforts basis unless the written agreement expressly promises a result that is also defined with sufficient certainty.

B1.2The lead time of an assignment depends on various factors, including our effort, the quality of the Client's data and information, and the cooperation of the Client and relevant third parties. Unless agreed in writing, we will not commit in advance to a lead time.

B1.3Where services are performed in phases, we may defer the start of a phase until the Client has approved the results of the preceding phase in writing.

B1.4We are obliged to follow timely and responsible instructions from the Client only if agreed in writing, and never instructions that change or supplement the scope of the services; if such instructions are followed, the related work is paid at our usual rates.

B1.5Where an assignment is entered into with a view to performance by a particular person, we may, after consulting the Client, replace that person with one or more persons of the same or comparable qualifications.

B1.6Client-supplied data is prepared and delivered at the Client's expense and risk; the Client warrants that all materials, data, software, procedures and instructions it provides are correct and complete.

B1.7Our services are performed, and schedules are based, on our usual working days and hours unless agreed otherwise. The Client's use of any advice we give is always at the Client's expense and risk. The burden of proving that our services do not meet what was agreed, or what may be expected of a reasonably competent supplier, rests with the Client, without prejudice to our right to provide evidence to the contrary.

B2. Reporting

B2.1We will periodically inform the Client about the performance of the work in the agreed manner, via the Client's designated contact person. Decisions taken in a jointly composed project or steering group bind us only if taken in accordance with what was agreed in writing or if we accept them in writing.

B2.2For continuity, the Client appoints one or more contact persons with the necessary experience, subject-matter knowledge and insight into the Client's objectives.

B2.3Without our prior written consent, the Client may not disclose to third parties our working methods, methods and techniques, or the content of our advice or reports, nor otherwise make them public.

B3. Payment

B3.1Absent an expressly agreed invoicing schedule, all amounts relating to services we provide are due monthly in arrears.

Applies in addition to Part A where we provide internet-access services, and prevails over Part A in the event of conflict.

C1. Services

C1.1We will provide the agreed internet-access services in accordance with the specifications agreed in writing, observing our usual connection lead times. We may set reasonable limits on the Client's transmission speeds and data volumes.

C1.2We may at any time change the content and scope of the agreed internet-access service where we consider this desirable for technical or business reasons. Where the Client wishes to change or relocate its connection, we will not unreasonably withhold cooperation and may attach (financial) conditions.

C1.3All services are provided on a best-efforts basis unless a result is expressly promised and sufficiently defined. The Client is responsible for the use of the service and for instructing its users.

C2. Domain names

C2.1Unless agreed in writing, applying for and registering domain names is not included. Where we apply for or register a domain name via a third party, that third party's terms apply and the Client owes the related costs.

C2.2We do not warrant that a desired domain name will be granted. The Client is responsible for the content, composition and use of the domain name, warrants it is entitled to use it and that use is not unlawful, and indemnifies us against any third-party claim in that connection.

C3. Facilities, IP addresses and codes

C3.1The Client must have suitable facilities for internet access, including adequate equipment and software. We assign one or more IP addresses and determine, at our sole discretion, whether a static or dynamic address is provided, as well as its format and standard. The Client ensures IP addresses are never misused and that the access codes and settings we provide are entered correctly.

C4. Misuse of internet

C4.1Where we apply a general code of conduct, the Client will comply with it strictly. The Client will at all times act carefully and lawfully towards third parties, respecting third-party intellectual property and privacy rights, not distributing unlawful data, not gaining unauthorised access to systems, not spreading viruses or other harmful programs, and refraining from criminal offences.

C4.2To prevent or limit liability towards third parties, we may take measures regarding acts or omissions of or at the risk of the Client, including requiring the prompt removal of information and, failing that, blocking internet access. On breach or threatened breach of C4.1 we may immediately and without prior notice deny access to our systems and terminate the agreement with immediate effect, without being liable.

C5. Disruptions

C5.1Where agreed in writing, the Client may report a disruption in the manner we specify, and we will use our best efforts to resolve it as agreed. We may charge costs where the disruption relates to careless or improper use by the Client. We are always entitled to take internet access wholly or partly out of use.

C6. Term

C6.1The agreement is entered into for the agreed term, failing which a term of one year applies. It is tacitly renewed each time for the original period, unless either party terminates in writing observing three months' notice before the end of the relevant period.

C7. Payment and warranty

C7.1Absent an expressly agreed invoicing schedule, all amounts are due monthly in advance.

C7.2We do not warrant the uninterrupted availability of any agreed bandwidth, nor that the Client has uninterrupted and unlimited access to the internet at all times.

Applies in addition to Part A where we provide fixed and/or mobile telecommunications services, and prevails over Part A in the event of conflict.

D1. Service

D1.1We will use our best ability and efforts to deliver the agreed fixed and/or mobile telecommunications service with due care. All services are provided on a best-efforts basis unless a result is expressly promised and sufficiently defined. The Client is responsible for the use of the service and for instructing its users.

D2. Number allocation and portability

D2.1We provide one or more telephone numbers per connection, unless a number already in use by the Client is accepted by us. Where the Client already holds numbers, it may request number portability; we will refuse where the agreement with the previous provider cannot be ended or that provider withholds cooperation, and we may charge for portability.

D2.2We may change or withdraw telephone numbers where law, regulation or other reasons make this necessary, giving three months' written notice unless an earlier change is required; we are never liable for a number change. The Client uses numbers only in accordance with the law and may, at the end of the agreement, request to port its number to another provider with which we have portability arrangements.

D3. Suspension of a connection

D3.1We may suspend one or more connections, wholly or partly and whether or not temporarily, at the Client's request or where the Client fails to meet its obligations; fixed (periodic) charges remain due during suspension. We may also suspend (mobile) connections temporarily for any other reason, notifying the Client in advance where possible and reasonably limiting the duration. We are never liable for damage or costs due to suspension and will resume only at the Client's written request, possibly charging reconnection costs.

D4. Information provision

D4.1We are legally required to cooperate with a lawfully given interception order and are never liable for any resulting damage. We must exchange number information with other service providers to handle telecommunications traffic and do not warrant compliance by other providers.

D5. Service Level Agreement

D5.1Any service-level arrangement (SLA) is agreed only expressly and in writing. Where availability is agreed, it is measured disregarding announced maintenance and circumstances outside our control, taking the service as a whole over the term. Absent evidence to the contrary, availability as measured by us is full proof.

D6. Physical factors

D6.1The Client acknowledges that telecommunications services may be adversely affected or temporarily or wholly unavailable due to physical factors (buildings, tunnels and the like), atmospheric conditions, interconnection disruptions and software issues. We are never liable for damage or costs due to such circumstances.

D7. Improper use

D7.1The Client will not use, or allow the use of, the services for any purpose other than that intended by us.

D8. Mobile telecommunications

D8.1Where we provide a mobile service, we provide a SIM with an associated number and security and access codes per agreed end user, unless agreed otherwise. We may replace the SIM at any time provided the service remains available.

D8.2The Client safeguards the SIM and codes and ensures they do not fall into unauthorised hands. On loss, the Client notifies us in writing with the utmost urgency, after which we will suspend the SIM as soon as reasonably possible. The Client owes all costs relating to use of the SIM until our receipt of the suspension request.

D8.3We may change SIM settings remotely. On termination, the Client returns or, at our request, destroys the SIM, unless agreed otherwise. The Client may never remove or have removed any device lock, including a SIM lock.

D9. Fixed telecommunications

D9.1Where we provide a fixed service, we provide lines, equipment and services per the agreed specifications. Equipment placed at the Client remains our property unless agreed otherwise. Client equipment connected to our connections must meet statutory requirements. Where the Client wishes to change or relocate a fixed connection, we will not unreasonably withhold cooperation and may attach (financial) conditions.

D10. Term, payment and warranty

D10.1The agreement is entered into for the agreed term, failing which one year applies, and is tacitly renewed for the original period unless terminated in writing with three months' notice before the end of the period; where several services are covered, each may be terminated separately.

D10.2Absent an expressly agreed invoicing schedule, all amounts are due monthly in advance.

D10.3We do not warrant the uninterrupted availability of fixed and mobile telecommunications networks.

© 2026 OT Networks — a trade name of Altijd Internet BV. These Terms may be amended from time to time; the version applicable to an agreement is the version in force when the agreement is concluded.