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General Conditions Conferencing services, 1 januari 2007
ARTICLE 1
DEFINITIONS
The following definitions apply to the terminology used
in these General Conditions:
Agreement
agreements between KPN and another party that
forms the basis for delivery by KPN of the Service,
registered in a form, document or other manner;
Conferencing Services
the package of services, not including
use of network infrastructure, delivered by KPN to
allow multiple persons at multiple locations to simultaneously
share information;
Contracting Party
the party with whom KPN closes, or wishes
to close, an Agreement and to whom these General Conditions
are applicable;
Equipment
the systems used to allow Participants to use
the Service;
KPN
KPN B.V.;
Participants
Contracting Party and Partners.
Partners
the party with whom Contracting Party establishes
contact via the Service when the Service is delivered
and/or the party who has received access codes from
the Contracting Party to
be able to use the Service;
Service
the services delivered by KPN in the context of
the Agreement;
ARTICLE 2
SUBJECT OF THE AGREEMENT
2.1 The parties agree that KPN will execute the Service
on behalf of Contracting Party under the conditions and
at the fee mentioned in the
Agreement and the associated attachments.
2.2 The Agreement can involve both one-time execution of
the Service and execution of the Service by KPN at the
request of Contracting Party
during a period of limited or unlimited duration.
ARTICLE 3
ACTIVATION OF THE AGREEMENT
3.1 The Service can be requested by completing
and signing a form available for that purpose, unless
another
request procedure is agreed upon. KPN will provide
Contracting Party with a copy of these General Conditions
at no charge.
3.2 Contracting Party must provide any proof of identity
requested by KPN and all of the data that KPN deems
necessary for evaluation of requests
for use of the Service.
3.3 In cases involving a request for use of the Service
on behalf of a person, legal entity or corporation,
the representative of such person, legal
entity or corporation must provide any proof of identity
requested by KPN, as well as proof of his/her legal
authority to represent that person, legal entity
or corporation, based on a recent excerpt from the
Chamber of Commerce registry.
3.4 The Agreement goes into effect on the date on
which KPN issues confirmation of its intention to
honour the
request, unless otherwise agreed.
3.5 Requests for use of the Service can be rejected
by KPN if:
a. Contracting Party is not the legal representative
of the party for whom the agreement is closed with
KPN or
Contracting Party is unable to provide the data
requested by KPN as described in paragraph 3.2 within
the period stipulated by KPN;
b. Contracting Party fails to fulfil any obligation
resulting from these General Conditions that would
reasonably justify
rejection of the request by
KPN, or KPN has reason to believe that Contracting
Party will be unable to fulfil such obligation;
c. Contracting Party fails to fulfil any financial
obligation resulting from earlier agreements between
Contracting Party
and KPN. KPN will provide Contracting Party with
its reasons for rejection.
3.6 A Contracting Party who has used the Service
in the past can request use of the Service via a
short request
procedure with reference to his/her
past use of the Service. The proof of identity procedure
related to such repeat requests for use of the
Service is less extensive than that applicable to new
requests for use of the Service.
ARTICLE 4
DELIVERY OF THE SERVICE
4.1 KPN will take reasonable measures to provide
the Service without faults and will resolve faults
and Service disruptions
as quickly as possible. KPN may be unable to prevent
temporary Service downtime, however, in cases involving
availability problems
in the network infrastructure used to provide access
to the Conferencing Services. Liability on the part
of KPN for non-availability
of the Service
is limited to the liability as described in article
13 of these General Conditions.
4.2 KPN retains the right to deviate from the provisions
for execution of the Service contained in these
General Conditions and in the Agreement between Contracting
Party and KPN in cases in which
technical conditions require such deviation. Where
possible, KPN
will provide Contracting Party with advance notification
of deviations.
4.3 In cases involving force majeur, KPN retains
the right to terminate the Agreement, either in
whole or in part,
without legal intervention, without liability for
damages and without relinquishing its right to receive
payment for services already
rendered.
ARTICLE 5
VALIDATION OF THE EQUIPMENT
5.1 KPN may request a validation test to detect possible
limitations in the Equipment of Contracting Party
and Partners.
5.2 Contracting Party must co-operate in the execution
of the validation tests. Contracting Party will provide
KPN with the data required to execute
these tests and will take any measures that may be
necessary to allow KPN to execute these tests properly.
5.3 In cases in which Contracting Party temporarily
uses Equipment provided by KPN to obtain access to
the Service,
KPN will take full responsibility
for the validation test.
ARTICLE 6
OBLIGATION TO PROVIDE INFORMATION
6.1 Contracting Party must provide timely notification
to KPN regarding any changes to the Equipment of
Contracting Party and/or Partners that may have
an impact on execution of the Service.
6.2 Contracting Party must provide timely notification
to KPN regarding any changes to personal data regarding
Contracting Party.
ARTICLE 7
OBLIGATIONS RELATED TO EXECUTION OF THE
SERVICE
7.1 Contracting Party will ensure that Equipment
of the Participants is prepared for execution of
the Service on
time.
7.2 Contracting Party is responsible for making sure
that the appropriate Participants are involved in
meetings conducted
via the Service during
establishment of the connections required to access
the Service.
ARTICLE 8
USE OF CONFIDENTIAL DATA
8.1 All parties involved in the Service are obligated
to ensure they handle confidential data obtained
from other
parties involved in the Service with
the utmost confidentiality, whatever form such data
may have. The parties involved in the Service may
not use confidential
information obtained in the context of the Service
for their own benefit.
8.2 Contracting Party must handle any access codes
he/she may obtain in the context of the Service with
the utmost
confidentiality and must take
any measures required to ensure that such codes are
not misused by third parties. Contracting Party
will be held
responsible for any costs incurred by KPN as a
result of misuse of such access codes.
8.3 KPN enters data regarding Contracting Party and
Partners obtained from Contracting Party in a database.
KPN uses
these data in compliance with Dutch privacy legislation.
KPN retains the right to use name and address data
from this database for
commercial
purposes, subject to the provisions of paragraph
8.1, unless Contracting Party explicitly requests that
data provided by Contracting
Party may not
be used for these purposes.
ARTICLE 9
USE OF THE SERVICE
9.1 Contracting Party guarantees that the information
provided via the Service is not insulting, racist,
discriminatory
or inflammatory in nature, that
such information does not offend against common decency
and that provision of such information via the Service
does not constitute a breach
of the legal rights of any third party. KPN has the
final decision in this area.
9.2 Contracting Party guarantees that the information
provided via the Service does not constitute an infringement
of
any type on the rights of any
third party.
9.3 Contracting Party guarantees that the information
provided via the Service, including applications,
cannot be used
to inflict damage to data,
equipment or software owned by KPN or by any other
party.
9.4 Contracting Party guarantees that Contracting
Party’s
Partners will also uphold the guarantees described
in paragraphs 1, 2 and 3 of this article.
ARTICLE 10
OWNERSHIP AND INTELLECTUAL PROPERTY
RIGHTS
10.1 The Agreement in no way implies a transfer of
any type whatsoever of ownership of physical property
or software
used by KPN to execute the
Service, nor does it imply a transfer of any intellectual
property rights related to that physical property
or software.
10.2 Intellectual property rights related to data
compiled in the context of the Agreement, including
reports, recommendations
and documentation,
remain the sole property of KPN. Contracting Party
has the non/exclusive right to use such data, but
only for
the purposes for which they are
provided to Contracting Party by KPN.
10.3 Contracting Party must immediately inform third
parties who plan to exercise rights related to the
data described
in paragraph 10.2 or who plan
to take action of any type in relation to such data,
including seizure, of KPN's rights to such data.
Contracting Party
must also inform KPN of such plans on the part
of third parties.
ARTICLE 11
FEES
11.1 All fees that Contracting Party is responsible
for paying to KPN will be increased by the applicable
legal
taxes and levies.
11.2 KPN retains the right to increase the fees associated
with the Agreement. Contracting Party has the right
to terminate the Agreement as from the effective
date of fee changes in cases in which the fee changes
result in a demonstrably unreasonable
burden
on Contracting Party.
Contracting Party must inform KPN of intent to
terminate this agreement, including Contracting
Party’s
reasons for requesting termination, based on the
provisions of this article within 21 days of publication
of the fee changes.
11.3 KPN retains the right to claim payment for the
Service agreed between KPN and Contracting Party
in the Agreement
in cases in which KPN agrees to make changes to
the Service at the request of Contracting Party.
11.4 A cancellation policy can be included in the
Agreement. To invoke the provisions of the cancellation
policy, Contracting
Party must provide KPN
with notice of cancellation at least one hour prior
to the agreed start time. If KPN is not notified
by this time,
the normal fees will be charged for the Service,
whether they are actually used or not.
ARTICLE 12
PAYMENT
12.1 KPN will charge Contracting Party for amounts
due and payable via an invoice. Payment of the invoice
must
be made via the bank or giro
account stipulated by KPN, within the period specified
on the invoice. If a payment period is not mentioned
on the invoice, payment must be received by KPN
within 21 days of the invoice date. The payment date
is the date on which KPN receives
the payment.
12.2 In cases involving late payments, KPN will notify
Contracting Party of the fact that the payment is
late, specifying a grace period within which
the late payment must be received by KPN. If the
invoice is not paid by the end of this grace period,
Contracting
Party will be considered in default, without notification
of default. Contracting Party is responsible for payment
of legal interest
over the late
payment, from the moment that Contracting Party
is in default to the moment at which payment is made,
plus any collection costs
that may be
incurred by KPN, without prejudice to the right
of KPN to submit claims for the total actual damages
incurred.
12.3 Contracting Party is responsible for payment
of all costs incurred for the collection of amounts
due and payable
by Contracting Party, including
legal and ex-legal costs.
12.4 Payments that cannot be traced to an individual
invoice will be applied to the oldest unpaid invoice
sent to Contracting
Party for use of the Service.
12.5 Objections on the part of Contracting Party
to invoices must be submitted to KPN within 14
days of the invoice
date. Objections to invoices do not imply the right
to postpone payment.
12.6 Contracting Party does not have the right to
settle invoices against other claims against KPN,
regardless of
the type of claim.
ARTICLE 13
LIABILITY
13.1 KPN is not liable for direct or indirect damages
incurred by Contracting Party in the context of this
Agreement due
to inadequacies on the part
of KPN in execution of the provisions of the Agreement,
except in the following cases, in which the liability
of KPN for reimbursement of damages is limited
to the amounts mentioned below:
a. In cases in which the performance of activities
by KPN results in damage attributable to KPN to
property of Contracting
Party, KPN will reimburse repair and replacement
costs to a maximum of ? 500,000.-- per incident;
b. In cases in which the performance of activities
by KPN results in death or bodily injury attributable
to KPN,
KPN will reimburse the associated
damages to a maximum of ? 500,000.-- per incident.
13.2 Contracting Party indemnifies KPN against claims
submitted by third parties for damages, except for
damages for which
KPN is liable under the
provisions of paragraph 13.1.
13.3 Notification of damages as described in this
article must be reported to KPN in writing as quickly
as possible,
but no later than four weeks after
the incident from which the damages arise. Damages
that are not reported within this period will not
be reimbursed
by KPN, unless Contracting Party is able to prove
that Contracting Party could not reasonably be expected
to report the damage within
this
period.
ARTICLE 14
TERMINATION OF THE AGREEMENT
Without prejudice to provisions related to termination
stipulated by law, either party to the Agreement
has the right to immediately terminate the Agreement,
in whole or in part, prematurely without
legal intervention
and without prior notice under the following conditions:
a. the other party requests or is granted a moratorium
of payment;
b. the other party is declared bankrupt or a bankruptcy
petition is submitted by or on behalf of the other
party.
ARTICLE 15
ADDITIONAL CONDITIONS
15.1 KPN retains the right to change these General
Conditions and to apply changes to these General
Conditions to the
existing Agreement.
15.2 Changes made by KPN to the existing Agreement
take effect on the date mentioned in the written
notification
of change. If Contracting Party
does not wish to accept the changed General Conditions
because they place an unreasonable burden on Contracting
Party, Contracting Party may immediately terminate
the Agreement within 21 days of the notification date
by submitting notice
of intent
to terminate the Agreement to KPN, including Contracting
Party’s reasons
for terminating the Agreement.
15.3 An inability on the part of either party to
this Agreement to comply with a single article
of the General Conditions
that apply to the Agreement does not automatically
imply that the other party is released from compliance
with these General Conditions.
15.4 The Agreement is subject to Dutch law.
15.5 Any conflicts related to this Agreement will
be submitted to the court with proper jurisdiction
in The Hague.
15.6 In cases involving differences in interpretation
between the original Dutch text of these General
Conditions and
the English translation, the
Dutch text takes precedence and will be considered
binding.
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