Article 1. Definitions
This Article defines a number of terms that are capitalised in these general terms and conditions. The definitions used shall have the same meaning in both the singular and the plural, unless the context requires otherwise.
1.1 Equipment: the hardware managed by Supplier (including System Software) by means of which the Services are provided, in each case insofar as specified in the Agreement.
1.2 ASP: a Service consisting of remotely making the Software specified in the Agreement available for use via a WAN.
1.3 Availability: the period during which Client has access to the ASP, measured as a percentage of the number of Working Hours per year, excluding the number of Working Hours per year during which maintenance is performed.
1.4 Annexes: attachments to the Agreement that form an integral part thereof.
1.5 Services: the work to be performed by Supplier for Client and the performance to be rendered in that context, as further specified in the Agreement.
1.6 Ongoing Service: Services of a continuing, non-project-based nature.
1.7 Public Holidays: New Year's Day, Easter Sunday and Easter Monday, Ascension Day, Whit Sunday and Whit Monday, Christmas Day and Boxing Day, King's Day (27 April), and any other public holidays designated by the government or agreed upon between the parties.
1.8 Functional Specifications: a detailed elaboration based on the functional requirements, containing written specifications set out in a document describing, among other things, the functions and data structures to be incorporated into the System, in such a manner that Supplier and/or a third party may reasonably be considered capable of basing a technical design thereon.
1.9 Notice of Readiness: Supplier's written notification to Client that an agreed item subject to acceptance may undergo an acceptance test.
1.10 Defect: an imperfection in the Software as a result of which the Software does not conform to the agreed Functional Specifications.
1.11 Installation: a Service consisting of the parameterisation or other setup, adjustment and preparation of the Equipment and/or Software, including its Installation, for commissioning and familiarising the administrator(s) designated by the Customer with the System.
1.12 Implementation: a Service consisting of making the Equipment technically operational and/or installing and configuring the Software on the Equipment{and/or equipment} and connecting it technically to the ICT Infrastructure.
1.13 ICT Infrastructure: Client's physical and logical environment (physical premises, equipment, client software, network components, etc.) from which Client will use the Software.
1.14 Client Application: software licensed to Client which Client installs or has installed on Equipment.
1.15 Interface: software enabling data exchange between Equipment and/or Client Application(s), on the one hand, and ICT Infrastructure and/or third-party systems, on the other.
1.16 Supplier: Control Plus International BV
1.17 Custom Software: Software to be developed and supplied by Supplier specifically for Client.
1.18 Personnel: employees of Supplier or third parties engaged by Supplier.
1.19 Development: a Service consisting of the creation of Custom Software and/or Interfaces.
1.20 Client: Supplier's counterparty.
1.21 Agreement: an agreement concluded between Client and Supplier.
1.22 Packaged Software: Standard Software for which the right of use is not granted directly by Supplier (a third party is the licensor).
1.23 Software: Standard Software and/or Custom Software.
1.24 Spam: any electronic communication sent indiscriminately and in large quantities to recipients who have not consented thereto, with messages whose substance does not materially differ being deemed identical for the purpose of determining the quantity. Spam also includes any electronic communication whose sender address has been falsified or whose origin has deliberately been made difficult to trace, for example through the use of open proxies, open relays and/or falsified protocol headers, irrespective of the quantity sent.
1.25 Standard Software: computer software to be supplied by Supplier other than Custom Software.
1.26 Service Disruption: any deviation attributable to Supplier from the service level agreed between Client and Supplier as a result of which Client has been unable to use an Ongoing Service for more than fifteen (15) minutes, whether or not caused by a Defect.
1.27 Support: an Ongoing Service consisting of providing information to Client's users concerning the use of the Services and enabling them to submit Reports during Working Hours.
1.28 WAN: Wide Area Network.
1.29 Working Days: calendar days excluding weekends, Public Holidays and days announced in advance by Supplier.
1.30 Working Hours: the hours on Working Days from 09.00 to 17.00.
Article 2. Applicability of the General Terms and Conditions and Formation of Agreements
2.1 These general terms and conditions apply to all offers made by Supplier and to all Agreements and any Agreements arising therefrom between Supplier and Client.
2.2 A quotation issued by Supplier shall remain valid for ten (10) days, unless otherwise stated in the relevant quotation.
2.3 An Agreement between Client and Supplier is concluded once both parties have signed it.
Article 3. Time Limits and Schedules
3.1 All time limits indicated by Supplier are estimates made to the best of its knowledge and shall never constitute strict deadlines.
3.2 If the progress of the work is delayed or is likely to be delayed, Supplier shall notify Client, specifying the cause of the delay and its anticipated effect on the delivery period.
Article 4. Prices and Rates
4.1 All prices and rates are stated in euros, exclusive of VAT and other government-imposed levies.
4.2 Travel expenses and any accommodation expenses shall be charged separately.
4.3 Supplier is entitled to adjust the agreed prices and rates by a percentage equal to the hourly price index for business services, including special remuneration, as published by Statistics Netherlands (CBS), with 2000=100 as the base. Changes to prices and rates shall take place once per year and shall be notified by Supplier to Client in writing at least one (1) month before their effective date. If Supplier increases the agreed prices and rates by a percentage exceeding the foregoing, Client shall be entitled, within thirty days (30) of receipt of the notification, to terminate the Agreement by registered letter with effect from the date on which the change(s) take effect.
4.4 In addition to the provisions of the preceding paragraph, Supplier is entitled to pass on price changes imposed by its suppliers directly in its prices and rates.
Article 5. Invoicing and Payment
5.1 Client shall pay all invoices within fourteen (14) days of the invoice date. If Client fails to pay within the payment period, Client shall owe Supplier statutory commercial interest on the invoiced amount, without any notice of default being required, subject to a minimum of €250,- (in words: two hundred and fifty euros).
5.2 If Client continues to fail to pay the amount due after receiving a notice of default, Supplier may claim reimbursement of extrajudicial collection costs, set at a minimum of 15% of the amount due, subject to a minimum of € 500,- (in words: five hundred euros). Supplier shall also be entitled in such circumstances to suspend its Services to Client following a written warning.
5.3 Client shall make payments without any discount, deduction or other set-off, unless the parties have expressly agreed otherwise.
Article 6. Warranties
6.1 Client may not invoke any warranty if Client is in default towards Supplier in any respect.
6.2 Supplier warrants that its Services shall be performed with professional skill and care.
Article 7. Exit Arrangements
7.1 Upon termination of an Ongoing Service, Supplier shall, at Client's first request, consult with Client regarding any necessary transition work to be performed by Supplier, such as transferring and/or destroying data and Client Applications, and the timetable within which such work should be performed. If Client has not made a request as referred to in this paragraph within one (1) month after termination of the Ongoing Service, Supplier shall be entitled to destroy the data, Client Applications, Interfaces and any other information belonging to Client stored on the Equipment.
7.2 All work performed by Supplier under this Article shall be charged on a time-and-materials basis at the rates then in force.
Article 8. Confidentiality
8.1 The parties shall maintain strict confidentiality regarding information concerning each other's organisation, Equipment, Software, Client Application(s), Interface, data and ICT Infrastructure, and all other information which the parties knew or ought to have known to be confidential. Without the other party's prior written consent, neither party shall make information or data carriers in its possession relating to the other party available to third parties, and each party shall disclose such information to its personnel only insofar as necessary to perform the agreed obligations.
Article 9. Rights of Use and Indemnities
9.1 Client is entitled to use the Software for the purpose for which Supplier has made it available to Client. If and insofar as the use of the Software is subject to (additional) terms of Supplier or third-party suppliers which Supplier has provided to Client or of which Client is or ought to be aware, such terms shall be strictly observed.
9.2 If and insofar as Supplier, pursuant to an Agreement with Client, reproduces and/or modifies Client Application(s) in a manner relevant under copyright law, Client warrants that Supplier holds all rights of use in the Client Application(s) necessary for that purpose.
9.3 The parties shall indemnify each other against third-party claims relating to any actual or alleged infringement of third-party intellectual property rights caused by the use of Software/Client Applications.
9.4 Supplier shall indemnify Client only if Client promptly notifies Supplier of such claim or action and grants Supplier the exclusive right to conduct the defence against it. Supplier shall not indemnify Client if the actual or alleged infringement is attributable to Client.
Article 10. Term and Termination
10.1 The Agreement is entered into for the period specified therein. Upon expiry of that period, the Agreement shall automatically be renewed for a period equal to its original term, unless either party has given written notice that it does not wish to renew the Agreement, observing a notice period of at least three (3) months.
10.2 If no fixed term is specified in the Agreement, the Agreement shall have an initial term of one (1) year.
10.3 The Agreement may not be terminated by notice before expiry of its term. Notwithstanding the foregoing provisions of this paragraph, Supplier may terminate the Agreement before expiry of its term by giving three (3) months' notice.
10.4 If and insofar as permitted under the preceding provisions of this Article, termination by notice shall be effected by a registered letter addressed to the other party stating that the Agreement is being terminated.
10.5 Either party is entitled to dissolve the Agreement by registered letter addressed to the other party stating such dissolution if the other party commits an attributable breach of the Agreement and persists in that breach after having received a proper notice of default allowing it a reasonable period to remedy the breach.
10.6 Either party is entitled, without any demand or notice of default being required, to dissolve the Agreement with immediate effect by registered letter with acknowledgement of receipt if the other party applies for or is granted a suspension of payments; a petition for the other party's bankruptcy is filed or the other party is declared bankrupt; the other party's business is liquidated or discontinued otherwise than for the purpose of a merger of businesses; a substantial part of the other party's assets or the infrastructure used for the Agreement is attached; or the other party must otherwise be deemed no longer capable of fulfilling its obligations under the Agreement.
10.7 If Client dissolves the Agreement, Client shall forfeit its right to damages.
Article 11. Liability
11.1 Supplier's liability per event, a series of events being deemed a single event, shall be limited to direct loss and shall not exceed the price agreed for the relevant Agreement, excluding VAT. If the Agreement is a continuing performance agreement with a term exceeding one (1) year, liability shall be limited to the total price agreed for that Agreement for one (1) year, excluding VAT. In all cases, Supplier's maximum liability shall be limited to €25.000,- (in words: twenty-five thousand euros). Direct loss shall mean exclusively: a. reasonable costs incurred by Client to bring Supplier's performance into conformity with the Agreement; b. reasonable costs incurred by Client to trace and/or restore Client's lost data as a result of data loss exceeding twenty-four (24) hours attributable to Supplier, solely if and insofar as Client has not had the opportunity to make backup copies or hard copies of the relevant data; c. reasonable costs incurred by Client in being compelled to keep its old system or systems and related facilities operational for longer, if Supplier fails to deliver by a strict delivery deadline agreed in writing between the parties; d. reasonable costs incurred by Client to establish the cause and extent of the direct loss; e. reasonable costs incurred to prevent or mitigate loss.
11.2 The limitation of liability in the preceding paragraph shall not apply to loss arising from death or personal injury, in which case liability shall be limited to the amount payable in respect thereof by Supplier's insurer.
11.3 Liability for indirect loss and all other forms of loss not specified in paragraph 1 is excluded.
11.4 Supplier's liability for an attributable breach of the Agreement shall arise only after Supplier has been duly served with a notice of default by registered letter, allowing a reasonable period to fulfil its obligations under the Agreement, and Supplier persists in its breach after that period.
11.5 A condition for any right to damages to arise is that the loss be notified to Supplier in writing, with as much detail as possible, as soon as possible after it becomes known and, in any event, within six (6) weeks after it becomes known.
Article 12. Force Majeure
12.1 Neither party shall be required to fulfil any obligation under an Agreement if prevented from doing so by force majeure. Force majeure on Supplier's part includes, without limitation, a non-attributable failure by a supplier of Supplier to fulfil its obligations, illness of personnel, flooding, internet outages, fire, overheating, dust, terrorist attacks and/or acts of war.
12.2 If the force majeure situation has continued for more than ninety (90) days, the parties shall be entitled to terminate the Agreement with immediate effect by registered letter stating such termination, without either party being liable to the other for any damages. Performance already rendered under the Agreement shall be settled between the parties on a pro-rata basis.
Article 13. Privacy
13.1 Under the General Data Protection Regulation (hereinafter: GDPR) and/or other laws and regulations concerning privacy and/or personal data protection, Supplier shall be regarded as the “processor” and Client as the “controller”.
13.2 Client acknowledges that, as a controller within the meaning of the GDPR, it is obliged to comply with the requirements of the GDPR.
13.3 The parties shall enter into a data processing agreement, which shall be deemed an Annex.
13.4 Each party agrees to indemnify the other against all third-party claims (including claims by the Dutch Data Protection Authority) arising from that party's breach of its obligations under the GDPR and other applicable laws and regulations concerning personal data protection.
Article 14. Assignment and Subcontracting
14.1 Supplier is entitled to engage third parties in the performance of an Agreement. The engagement of third parties shall not affect Supplier's liability or the limitations thereof as set out in Article 11.
14.2 Client is not entitled to transfer rights and/or obligations to third parties without Supplier's prior written consent. Supplier is at all times entitled to attach conditions to such transfer.
Article 15. Intellectual Property
15.1 Supplier hereby grants Client a non-exclusive, non-transferable and irrevocable right to use the agreed Software for the term of the Agreement.
15.2 Client is not entitled to reproduce the Software, in whole or in part, examine it or have it examined, make it available to third parties, modify it or have it maintained by anyone other than Supplier.
15.2 In the case of Packaged Software, Supplier shall arrange for a licence agreement to be concluded between Client and the relevant third-party supplier.
15.3 Supplier shall not in any manner transfer intellectual property rights in the Software to Client, including rights in Custom Software developed specifically for Client or to be developed specifically for Client by Supplier in the future.
15.4 Supplier is authorised to make the Software available to Client in accordance with the provisions of the Agreement. Supplier warrants to Client that Client's use of the Software under the terms of the Agreement does not infringe third-party rights, insofar as no open source component is concerned.
15.5 Supplier shall indemnify Client against third-party claims concerning infringement of those third parties' intellectual property rights, including similar claims relating to know-how, unfair competition and the like.
15.6 The indemnity set out in Article 15.5 does not apply to works supplied to Client under an Open Source licence. In the event of third-party allegations of infringement of intellectual property rights in such works, Supplier shall modify those works as soon as possible so that they no longer infringe.
Article 16. Provision of Information
16.1 At Supplier's request, Client shall provide Supplier, fully and in a timely manner, with all requested information necessary for the proper performance of the Agreement.
16.2 If information necessary for performance is not made available to Supplier, or is not provided in a timely or complete manner, in the (digital) data format requested by Supplier or in accordance with the arrangements made, or if Client otherwise fails to fulfil its obligations, Supplier shall be entitled to suspend performance of its work following a written warning. Supplier is entitled to charge Client for the additional costs incurred in this connection at Supplier's applicable prices and rates then in force.
Article 17. Governing Law and Disputes
17.1 All Agreements concluded between Supplier and Client shall be governed by Dutch law.
17.2 Disputes arising from an Agreement between Supplier and Client shall be submitted to the competent court in the judicial district in which Supplier is established.
17.3 A dispute shall be deemed to exist when either party declares that a dispute exists and describes its substance as accurately as possible.
17.4 The provisions of Article 16.2 shall not affect the parties' obligation to use their best efforts to resolve disputes relating to the performance of the Agreement through mutual consultation wherever possible.
Article 18. General Provisions
18.1 If any provision of these general terms and conditions is void or is annulled, the remaining provisions shall remain in full force and effect, and the parties shall consult with each other to agree on a replacement provision that preserves, as far as possible, the nature and purpose of the void or annulled provision.
18.2 If and insofar as any conflict arises between these general terms and conditions and an Agreement, the provisions of the Agreement shall prevail.
18.3 If and insofar as any conflict arises between an Agreement and its Annexes, the provisions of the relevant Agreement shall prevail.
18.4 If and insofar as any conflict arises between the Annexes, the provisions of the Annex bearing the lowest number shall prevail.
18.5 If Supplier performs work for Client that was not envisaged when the Agreement was concluded, such work shall be performed on a time-and-materials basis at the rates then in force.
Project-Based Services
Article 19. Specifications
19.1 If and insofar as data conversion and/or Development is involved, Supplier shall investigate the extent to which and the manner in which data from Client's existing software can be converted to the System. If this investigation shows that conversion software must be developed, Supplier shall submit the Functional Specifications for such conversion software (which shall be classified as Custom Software) to Client for approval.
19.2 If no Functional Specifications exist at the commencement of Development, they shall be prepared on the basis of Client's functional requirements. Client shall approve the Functional Specifications prepared and shall be entitled to withhold approval insofar as the Functional Specifications do not conform to the requirements and wishes previously recorded in writing.
Article 20. Additional Work
20.1 If Supplier considers that additional work will be required, it shall notify Client in writing as soon as possible, specifying the perceived reason therefor.
20.2 ‘Additional work’ means requested additional modifications and requested additional functionality in the Software and/or Equipment, or additional Services.
20.3 Client may subject additional work to an acceptance test as described in Article 22.
Article 21. Implementation
21.1 As part of the Installation, Supplier may carry out a test intended to enable Supplier to satisfy itself that the Equipment and/or Software functions properly, both as regards the individual components and as a whole.
21.2 As soon as Supplier considers the Installation complete, Supplier may notify Client thereof in writing. Such notification shall not affect the provisions of an Agreement concerning acceptance and warranty.
Article 22. Acceptance
22.1 The acceptance test may relate to the Equipment and/or the Software, hereinafter referred to as the item subject to acceptance.
22.2 During the acceptance test, Supplier shall assist Client at Client's request at the rates then in force.
22.3 Client shall have completed the acceptance test within twenty (20) Working Days after the date of the Notice of Readiness.
22.4 Within three (3) Working Days after the acceptance test has taken place, Client shall send Supplier a dated report of the acceptance test. The report shall record any Defects identified, indicate whether the whole functions properly and state whether or not the item subject to acceptance has been accepted.
22.5 Minor Defects, including Defects which, by their nature and/or number, do not reasonably prevent operational use in the business, shall not constitute grounds for withholding acceptance, without prejudice to Supplier's obligation to remedy such Defects free of charge as referred to in paragraph 6 of this Article.
22.6 Within twenty (20) Working Days after the date of the report referred to in paragraph 4 of this Article, Supplier shall remedy the Defects recorded in that report at its own expense.
22.7 If Client has not accepted the item notified as ready during the first acceptance test, the acceptance test shall be repeated no later than ten (10) Working Days after the identified Defects have been remedied. The provisions of this Article shall apply mutatis mutandis.
22.8 If Client accepts the item notified as ready, the date on which Client signs the relevant report shall constitute the acceptance date.
22.9 If, at Client's election, which Client shall communicate to Supplier in writing in a timely manner, no acceptance test or only a partial acceptance test is conducted and Client puts the item notified as ready into use, the date of first use shall constitute the date on which Client is deemed to have tacitly accepted the item subject to acceptance.
Ongoing Services
Article 23. Management
23.1 Supplier shall ensure that activities falling within the scope of maintenance are commenced and completed as soon as possible. In principle, Supplier shall perform all maintenance work for Client remotely wherever possible. Supplier shall establish a VPN connection for this purpose.
23.2 Client shall grant Supplier the access to the Equipment, software and data files necessary for Maintenance and shall make them available to Supplier free of charge for a sufficient number of consecutive hours.
23.3 Client shall take such measures as may reasonably be required to prevent damage to Equipment, Software and/or data files during performance of the work referred to in an Agreement. Client's failure to fulfil this obligation, or its inadequate fulfilment thereof, shall constitute grounds for Supplier to exclude liability.
Article 24. Support
24.1 If a request for support concerns a Service Disruption, Supplier shall process the report only if the Defect is demonstrable and reproducible.
24.2 Restoration of corrupted or lost data where the corruption or loss is attributable to Client is not covered by Supplier's support obligation and shall be performed on a time-and-materials basis.
Article 25. Client's Duty of Care and Use of Infrastructure
25.1 Client shall not, by act or omission, directly or indirectly disrupt the functioning of any part of Supplier's infrastructure, third-party infrastructure and/or Interfaces between such infrastructures through the content or volume of data traffic.
25.2 If, in Supplier's opinion, a threat arises to the uninterrupted operation of Supplier's infrastructure and/or the provision of services to Supplier's clients, including, without limitation, virus infections, Denial of Service attacks, port scans, hacking or Spam by or on behalf of Client or otherwise, Supplier may issue instructions with which Client must comply immediately and may suspend all or part of its services for as long as the relevant threat persists.
25.3 Client shall be in default without further notice of default if Client fails to comply immediately with an instruction referred to in the preceding paragraph.
25.4 Supplier offers its Services subject to a fair-use policy. This means that, in principle, it imposes no restrictions on the nature and extent of the use of the Services attributable to Client other than those referred to in paragraph 2 of this Article. However, Supplier reserves the right to take measures in the event of excessive use, meaning use significantly exceeding that of the average client. Immediately upon Supplier's first notification, Client shall take measures to end such excessive load. Supplier is entitled to suspend the Services if the excessive load continues. Supplier shall charge Client for the costs associated with such excessive load at the prices and rates then in force. Excessive load also includes excessively high use of processor, memory, network and disk capacity and excessive demands on Support and management.
25.5 Client shall refrain from using the Services for acts and/or conduct contrary to the law (including the Dutch Criminal Code), netiquette (internet rules of conduct), the Agreement or the general terms and conditions, or from otherwise using the Services in a manner that exposes Supplier to adverse publicity.
25.6 Without prejudice to the foregoing, Client shall refrain from using the Services to distribute or facilitate Spam (including operating open SMTP relays and/or proxies, operating open proxies, hosting or arranging the hosting of websites promoted through unsolicited messages, and providing DNS services for such websites).
25.7 Client bears the burden of proving that the recipient has given prior consent in the case of communications sent in large quantities by or on behalf of Client. If the recipient's prior consent was given by email, through a website or by another electronic medium without safeguards for identifying the sender, such consent shall be deemed proven only if the recipient has confirmed its consent to Client.
25.8 In the event of a breach of this Article, Client shall be liable for the loss caused by the distribution of Spam. Such loss includes compensation for time spent by Supplier removing the IP addresses of Supplier and Supplier's other Clients from anti-spam blacklists on which they have been listed as a result of the Spam, and costs arising from handling complaints concerning Spam distributed by Client.
25.9 Client shall refrain from reselling and/or subletting the Services without Supplier's prior written consent.
25.10 For each breach of this Article, Supplier shall be entitled to terminate the Agreement or discontinue or suspend all or part of its services, without prejudice to Client's obligation to pay the remaining instalments under the Agreement.
25.11 If at any time Client proves able to access Supplier's network layers, Client shall notify Supplier immediately.
Article 26. Delivery of Goods
26.1 Supplier may deliver the Equipment and/or Software, including associated materials and Documentation, to Client.
26.2 The parties shall agree on the place of delivery in a timely manner. In any event, Client shall enquire with Supplier about the place of delivery in a timely manner.
26.3 Client shall ensure the suitability of the place of delivery and/or the ICT Infrastructure. Supplier shall inform Client fully, in writing and in a timely manner of the specific requirements and any changes thereto.
26.4 Supplier is entitled, up to two weeks before delivery, to inspect the place of delivery and/or the ICT Infrastructure and to require Client to modify them if they do not meet the requirements referred to in Article 19.3. Notice of non-conformity with Supplier's requirements shall be given in writing and in as much detail as reasonably possible. Failure to exercise this right of inspection shall not transfer to Supplier the risk or cost of the place of delivery and/or ICT Infrastructure being unsuitable or insufficiently suitable.
26.5 Following delivery, Supplier may require Client to sign proof of delivery.
26.6 Supplier shall transfer ownership of the Equipment to Client subject to retention of title until Client has paid for the relevant Equipment in full.
26.7 The warranty on Equipment shall be identical to the warranty Supplier receives from the third-party supplier, unless the parties agree otherwise.
Hosted Services
Article 27. ASP
27.1 Supplier guarantees Availability of the ASP service provided by Supplier of 99.6%, subject to force majeure, measured from the date of delivery.
27.2 Supplier is authorised to make the ASP available to Client and shall indemnify Client against third-party claims relating to infringement of intellectual property rights, provided that Client promptly notifies Supplier of such claim or action and grants Supplier the exclusive right to conduct the defence against it. Supplier shall not indemnify Client if the actual or alleged infringement is attributable to Client.
27.3 Client acknowledges that changes to Client's systems (or third-party systems used by Client) and/or the infrastructure may result in reduced availability or unavailability of Interfaces with the ASP.
27.4 Client acknowledges that the timely implementation of changes to Interfaces resulting from changes made by third parties also depends on the timely availability of the revised specifications of the relevant Interfaces.
Article 28. Reservation Services
28.1 The reservation service is a special form of ASP service that brings about an agreement between Client and a third party.
28.2 The laws and regulations governing electronic services apply to the reservation services.
Other Services
Article 29. Training
29.1 Client may cancel and/or reschedule Training only at least two weeks before the scheduled Training date. Cancellation of Training after that deadline shall incur charges: for cancellation up to one (1) week in advance, 50% of the agreed costs shall be payable, and thereafter 100% shall be payable.
29.2 Supplier may cancel Training up to one (1) week before the Training without either party being required to reimburse costs. After that deadline, Supplier shall grant a 50% discount on the Training. Amounts already paid by Client shall be refunded promptly.