General terms and conditions Simhuis BV/ Topcom Telecom

Article 1 – Identity of the company hereinafter referred to as the entrepreneur

Company – Simhuis BV/ Topcom Telecom

• Address: Doetinchemseweg 59, 7007 CB Doetinchem
• Website: www.topcomtelecom.com
• Phone: 0575-474731
• Simhuis BV is a subsidiary of: van Kempen BV

Article 2 Definitions

Additional Terms: terms and conditions that apply to the delivery of specific products and/or services and that apply in addition to the General Terms and Conditions.

General Terms and Conditions: the General Terms and Conditions of Delivery that apply to the services provided by Simhuis BV.

Service Description: appendix to the agreement in which the Service is described.

Services: electronic communication, data transfer, ICT or other related services to be provided by or on behalf of Supplier to Clients.

Supplier: Simhuis BV

Client: the party acting in the course of a business with whom the Supplier has entered into an agreement for the supply of goods and services to which these General Terms and Conditions apply.

Agreement: the agreements recorded in a form, document or otherwise, on the basis of which Supplier delivers the goods and/or services stated therein to Client.

Party(ies): the client or Supplier individually (“Party”) or jointly (“Parties”). Facilities: All cables, peripheral, measuring or other equipment, modems, smart cards and any associated user documentation and software that are and remain the property of Supplier. Services provided by Supplier for the benefit of the client that Supplier purchases, rents or has on loan or that have been delivered by Supplier to the client’s location under an Agreement.

Public Electronic Communications Service: a service available to the public consisting wholly or partly in the conveyance of signals via an electronic communications network, provided that this service does not consist in the distribution of programmes.

Article 3 General provisions

These terms and conditions apply to: All offers and agreements, which Supplier of goods and/or services of whatever nature and is delivered to the customer. In case of a conflict between terms and conditions agreement, service description, general terms and conditions and additional conditions apply.

The following rankings:

1. Agreement
2. Service Description
3. Additional terms
4. General terms and conditions

Applicability of any purchase or otherwise: The general terms and conditions of customers and/or third parties are unilaterally rejected.

Agreements, as well as amendments thereto, shall be concluded:a) Before the date on which the supplier's quotation or any other document is signed by both parties;b) On the date of receipt of the supplier's written confirmation that the customer's request has been accepted;c) When the customer actually enables the supplier to perform work or provide services.

Article 4 Price and payment

All prices and rates are in Euros and exclude sales tax (VAT) and other applicable enforced by the government. Travel time, travel and accommodation, overtime, etc. Special work-related costs are not included in the price and rates and can be invoiced separately by Suppliers. Supplier is entitled to increase the prices and rates as of June 1 of each year, in accordance with the CBS consumer price index for the previous period January 1 – December 31. If the CBS consumer price index is negative in any year, the prices and rates applicable at that time will not be adjusted. Supplier reserves the right, in addition to the annual price indexation, to increase the agreed prices and rates once a year, after having notified the client thereof at least four weeks in advance. In the event of a price increase based on this article 3.3, the client only has the right to terminate the agreement free of charge in the following cases:

a) If the price increase relates to a public electronic communications service; or b) If the price change does not relate to a public electronic communications service and the price increase is higher than 5%.

The rates for the Goods and Services are payable to Supplier in accordance with the then applicable Rates Overview, regardless of whether the Goods and/or Services are or will be supplied by third parties. The Rates Overview can be requested from Supplier. All rates are in Euros and exclusive of VAT and other levies, taxes and duties imposed by an Authority. Supplier calculates the data usage of Contractor on the basis of the meaning of the standard international SI system and in accordance with IEC advice: 1 gigabyte (GB) = 1,000 megabytes (MB) = 1,000,000,000 bytes. Supplier is entitled to immediately cancel any discounts granted if the actual use of the Goods and/or Services is not in accordance with the Agreement, does not correspond to the normal or contractually agreed use to which the applicable rates are based or deviates substantially from the use that may reasonably be expected. Promotional or other discounts do not apply to Contractor, unless the parties have expressly agreed to this in writing. The Supplier's data are decisive for determining the amounts due, unless the Contractor demonstrates that this data is incorrect. The Supplier reserves the right to adjust the rates for Goods and/or Services for inflation each calendar year on the basis of the CBS Consumer Price Index of the previous calendar year. The right of termination of the Contractor as stated in paragraph 6 of this article does not apply to rate increases resulting from inflation corrections. The Supplier has the right to unilaterally change its rates (including if an Authority takes a measure or changes the cost price) with due observance of a term determined by it. The Supplier will inform the Contractor of this at least weeks prior to the entry into force of the change and, if this is applicable on the basis of statutory provisions, inform the Contractor of the right to terminate (the relevant part of) the Agreement in writing with effect from the date on which the change enters into force. The termination must be received by the Supplier no later than before the change enters into force.

All rates are due from the moment that Supplier incurs costs on behalf of Contractor in the context of the performance of the Agreement. This may be deviated from in the Agreement. Supplier has the right to make invoices available to Contractor electronically (by e-mail/online). If Contractor wants paper invoices, Supplier may charge costs for this. Payment must take place within thirty days after the invoice date. If it has been agreed between Contractor and Supplier that payment of all fees due as referred to in Article 12 will take place by direct debit from the IBAN number provided by Contractor, for which Contractor has authorised Supplier verbally, via the Supplier's website or in writing, Supplier will send an e-mail notification prior to the direct debit stating that the invoice is ready online. For Contractor who has opted to receive the invoice by post, the invoice will serve as an announcement (notification) of the upcoming direct debit. The direct debit will take place within a few days after notification, and in any case within the same (invoicing) month. If this payment term is exceeded, Contractor will be in default without further notice of default and Supplier may charge Contractor the statutory interest for commercial transactions increased by two percentage points. All extrajudicial (collection) costs (including the costs incurred for drawing up and sending reminders, conducting settlement negotiations and other actions in preparation for possible legal proceedings) as well as legal costs, shall be borne by Contractor. If Contractor makes payments in a manner that entails costs for Supplier (for example by credit card), Supplier is entitled to charge costs for this. Fees due for the use of a Content Service by Contractor will be paid via his Subscription. Supplier is entitled to send interim invoices and/or demand (immediate) payment if he delivers in parts or if the use of the Service and/or the Item does not correspond to the normal use to which the rates are based. Objections to amounts charged must be made known to Supplier in writing within thirty days of the invoice date. After the expiry of that date, Contractor shall be deemed to have agreed to the amount stated on the invoice. Supplier and the relevant third parties shall be entitled to charge Contractor for the costs of investigating objections to invoiced amounts (including administrative costs). Prepaid fixed fees for Services shall not be refunded by Supplier. Supplier shall not owe any interest on an advance payment or deposit. If Supplier is in default of the full payment of 2 or more instalments for an Item that it has received and fails to pay the outstanding amount after being put in default, all remaining instalments shall be immediately due and payable, without prejudice to Supplier's other rights as a result of the default.

Article 5 Confidentiality

Parties shall maintain confidentiality with respect to all information and data they receive from each other and which are designated as confidential or the confidential nature of which arises from the nature of such information and data, but not if a legal obligation requires disclosure of such information and/or data. The obligation of confidentiality ends one year after termination of the Agreement

Article 6 Ownership, Risk & Duty of Care

The risk of destruction, loss, theft or damage of an item shall pass to the Customer at the time of delivery. Supplier retains ownership of the goods until the customer has paid all amounts due. As long as he has not yet acquired the items, the Customer shall not alienate, lend or pledge them, nor rent, lend or make them available to third parties in any way, under any title whatsoever. The risk of destruction, loss, theft or deterioration of a facility shall pass to the Customer at the time that these facilities are installed or placed at a location of the Customer, or are otherwise made available to the Customer. The Customer must ensure that the Facilities are placed in a suitable (dry and vibration-free) location.

The Client shall not detract from the type and serial numbers, logos and/or other marking materials affixed to the Facilities. The Client shall not be entitled to make changes to the Facilities (including changes to software supplied or implemented in the Facilities) or to move or damage them, or to have them installed or moved by parties other than the Supplier, unless with the permission of the Supplier. The Client shall immediately inform the Supplier if the goods or Facilities are seized or threatened or if the property rights of the Supplier or third parties engaged by it are harmed. The supplier shall be entitled to take back the goods from the client as long as the ownership of the goods remains with the supplier. This compensation shall be borne by the client. The client shall authorise the supplier to enter the place where the goods are located.

Article 6.1: Suspension of Services in case of Non-Payment

6.1.1 Right to suspend

Simhuis is entitled to suspend the provision of services in whole or in part if the contractor fails to meet its payment obligations. This suspension may take place without prior notice of default and with immediate effect.

6.1.2 Technical implementation

In case of non-payment, Simhuis will pause the relevant SIM card(s), which will interrupt all data connections and telecommunication services. The SIM cards will remain paused until all outstanding amounts, including interest and costs, have been paid in full.

6.1.3 Ongoing costs

During the period of suspension, the contractor remains obligated to pay all fixed periodic costs and surcharges. The costs for reactivating the services after payment are also borne by the contractor.

6.1.4 Heractivering


After full payment of all outstanding amounts, Simhuis will resume the service within two (2) business hours. For the reactivation, administration costs may be charged in accordance with the applicable rate sheet.

6.1.5 Additional costs

All extrajudicial collection costs, including costs for reminders, settlement negotiations and bailiffs, as well as all legal costs, shall be borne by the contractor.

6.1.6 No liability

Simhuis is not liable for any damages resulting from the suspension of services due to non-payment by the contractor. It is the responsibility of the contractor to inform any end customers in a timely manner about possible service interruptions.

Article 7 Warranty & Securities

The supplier shall deliver goods and services in accordance with the technical and/or functional specifications agreed to in the Agreement. The supplier shall not warrant uninterrupted delivery of the Services.

1. The warranty period for the goods is one year, valid from the date of delivery, or otherwise as specified by the manufacturer.
2. The goods warranty covers free repair, if: replacement (parts) of the goods with in case of material and/or manufacturing defects. The warranty does not cover delivery and/or replacement of consumables.
3. The warranty is provided for items for which the Customer can demonstrate that he received them from the supplier within the warranty period.

Work covered by the warranty will only be carried out in the Netherlands.

The warranty expires if:

1. repairs, modifications or additions to the goods have been made by parties other than the supplier without the prior written consent of the Supplier;
2. the goods have, in the opinion of the Supplier, been neglected or careless and/or have been used, treated and/or incorrectly maintained;
3. type numbers, CE marking, serial numbers and/or warranty stickers have been damaged, removed and/or changed;
4. provide changes to the warranty card and/or proof of purchase;
5. due to incorrect insertion and/or leakage of replaceable batteries causing damage;
6. defects are caused by non-compliance with connection and/or installation instructions (approved);
7. defects environmental conditions, to the extent that such conditions are advisable;
8. defects are caused by other external causes;
9. possible sealing of the goods is missing or defective.

If the Supplier has delivered goods under factory warranty, then only the: warranty conditions and the warranty period of the manufacturer apply. The warranty period is not extended or renewed by carrying out warranty work, provided that: the warranty on the warranty work carried out, including on the replaced parts, is 3 months. Any shipping costs or call-out charges can be added to the Customer and will be charged in advance (depending on the product and supplier).

Supplier reserves the ownership of all Goods delivered by it and grants or transfers rights under the (suspensive) condition that Contractor has paid all claims regarding the consideration for Goods delivered or to be delivered by Supplier to Contractor and Services performed or to be performed, as well as all claims due to failure to comply with the Agreement. If Contractor creates a new item from the Goods, this is an item that Supplier creates for itself as owner and Contractor keeps this for Supplier until Contractor has paid all its claims referred to in the previous paragraph. Contractor is obliged to store, use and insure the Goods given to Contractor by Supplier for use with due care as recognisable property of Supplier. As long as the ownership or rights of the Goods and/or Services have not been transferred to Contractor, Contractor may not pledge, encumber or grant any other right in respect of the Goods and Services to a third party.

Contractor shall immediately inform Supplier if third parties assert or intend to assert rights to the Goods and/or Services. Contractor hereby authorizes Supplier to establish a silent or public pledge on behalf of Contractor on delivered Goods and rights that have become the property of Contractor through payment and are still in the hands of Contractor, as additional security for all claims to which Supplier is entitled under the Agreement. Supplier shall at all times be entitled, for reasons of its own (for example, if the use does not correspond to the normal use to which the applicable rates are based, deviates substantially from the use that may reasonably be expected or if the payment history gives reason to do so), to oblige Contractor (at Supplier's discretion and within a period to be determined by Supplier) to provide (additional) security by means of advance payment (up to a maximum of the amount that Contractor would reasonably owe Supplier in total over a period of six months) or payment of an advance. If no payment problems have occurred for a continuous period of at least six months, Contractor may submit a written request to Supplier for repayment of the advance. Supplier will assess the request and repay the advance if it believes that the circumstances permit this.

Article 8 Intellectual property rights

Subject to the restrictions and conditions, Supplier grants to Customer a non-exclusive, non-transferable right to use the software, hardware or other items delivered and facilities made available under the Agreement in the form in which they are delivered or made available solely for internal purposes and to the extent necessary to enable use to fulfill the obligations provided under the Agreement.

The intellectual or industrial property rights of all software, equipment or other items and Facilities made available to the customer by the Supplier under or in connection with the Agreement, including documentation, shall rest with the Supplier or its suppliers and/or with the third party that the Supplier has authorized to make software, hardware or other items available to the customer. The Customer shall only acquire rights to the extent that these are: expressly granted to it in the Agreement. The Supplier shall make every effort to ensure that: the use by the Customer of the software, equipment and other items and Facilities made available by the Supplier in connection with the Services does not infringe the intellectual or other property rights of third parties.

Supplier shall indemnify and defend Client against any third party claims relating to: alleged infringement of intellectual property rights or industrial property rights of third parties by: software, equipment or other items and Facilities made available by Supplier in connection with the Service(s), provided that: Client: (i) promptly notifies Supplier of such claims; (ii) does not acknowledge the claims; and (iii) cooperates with the defense against such claims. The indemnification obligation shall lapse if and to the extent that the alleged infringement can reasonably be attributed to misuse or modification of the relevant software, equipment or other items by Client, its customers, affiliates, agents or subcontractors, when the (alleged) infringement is an indirect infringement or where the (alleged) infringement originates from the combination of the relevant software, equipment or other items relating to: goods supplied under the Agreement with other products, software or elements not supplied by Supplier.

If a court has irrevocably decided that the Client infringes the intellectual or industrial property rights of third parties as a result of an act or omission of the Supplier, the Supplier will, at its option:

a) take steps to end the infringement, such as replacing the infringing Service with a functionally equivalent alternative service or modifying the Service so that it is no longer infringing but remains functionally the same, or

b) terminate the Services and refund to the Customer any amounts already received for services not yet provided.

Article 9 (Delivery) terms and default

All (delivery) terms stated by the Supplier are indicative and can never be considered fatal. The mere exceeding of a (delivery) term does not put the Supplier in default. If there is a risk of exceeding any (delivery) term, the Supplier and the Client will enter into discussions with each other. Default by the supplier only occurs after the Client has declared the Supplier in default in writing and has given a reasonable term for compliance and the Supplier has failed within that reasonable deadline.

Article 10 Duration of the agreement and termination

An Agreement entered into for a fixed term, after the expiry of the initial contract term extended for an indefinite term, unless the Client terminates the Agreement in writing with due observance of: with a notice period of one (1) month before the end of the initial contract term, or if the Supplier terminates the agreement with due observance of a notice period of three (3) months before the end of the initial contract term. Agreements made under the applicable laws and regulations are by their nature not to be entered into for longer than five (5) years, will not be tacitly extended for an indefinite term after the expiry of those five (5) years. These agreements can be started at the initiative of the Client has been extended.

An Agreement entered into or extended for an indefinite period may be terminated in writing by the Client without stating reasons, taking into account a notice period of one (1) month, unless the Parties have agreed upon a notice period of no more than three (3) months at the express request of the Client. The Supplier is entitled to terminate the Agreement in writing for an indefinite period after proper business consultation and stating reasons. If a minimum duration has been agreed, termination may only take place after the minimum duration has expired. If the Parties have not agreed on a notice period, a notice period of three (3) months applies to the Supplier. For Agreements that by their nature may not be entered into for longer than five (5) years, the contract duration for an indefinite period will be converted into an Agreement for a fixed period. These agreements may be extended at the initiative of the Client.

If the Client provides a Service before the expiry date of the (minimum) contract term, the Supplier is entitled to the remaining compensation that would be due if the agreement had been terminated prematurely. In addition to the provisions in the previous paragraphs, the Supplier is entitled to terminate the provision of the Service(s), with due observance of a notice period of at least three months, if technical or (business) economic reasons require this. In that case, the Supplier will offer a replacement service if possible. If the Client does not wish to accept the service, or if no replacement service is available, the Agreement will be terminated on the date that the Supplier ceases the provision of services. The provisions in article 11.4 also apply if the Supplier no longer has access to: specific products and/or services supplied by third parties, due to causes beyond the control of the Supplier.

Article 11 Termination of the agreement

In addition to the statutory grounds for termination, Supplier is entitled to terminate the Agreement without: judicial intervention and without notice of default with immediate effect, in whole or in part, if the Customer: has applied for or has been granted a suspension of payments;

a) has been declared bankrupt or

b) bankruptcy petition has been filed.

Article 12 Supplier's liability; indemnification

The total liability of the Supplier, of which: on whatever grounds, is limited to compensation for the following damage and to the specified maximum amounts:

• death and personal injury damages up to a maximum of €2,500,000.00 per event, whereby a series of related events is considered as one event;
• property damage, consisting of the reasonable costs of repair or replacement up to a maximum of €25,000 per event;
• damage that the Client demonstrably suffers as a result of the unavailability of a Service, as a result of an attributable shortcoming of the Supplier or as a result of an administrative error by the Supplier up to a maximum of € 100 per injured party, with a maximum of € 250.00 per event, whereby a series of related events is considered as one event;
• demonstrable reasonable costs incurred to prevent or limit damage with a maximum of € 25,000 per event, whereby a series of related events is considered as one event. For the damage referred to under b to d, an absolute maximum of € 25,000.00 applies during the term of the Agreement.

The aforementioned limitations of liability shall lapse in the event that the damage is caused by intent or deliberate recklessness on the part of the management of Supplier. Supplier's liability for damage not included in Article 12, including loss of profit, missed savings, loss of data, damage due to business stagnation and staff turnover, fines and compensation owed to third parties and reduced goodwill is excluded at all times. A condition for the existence of any right to compensation is always that the Client reports the damage to Supplier in writing within three months of its occurrence. The limitations of liability mentioned in this article apply accordingly to indemnities. If the Parties have agreed on a fine in addition to the right to compensation, any contractual fines forfeited and amounts paid and/or to be paid on the basis of indemnities will be deducted from any compensation for the same event. Client indemnifies Supplier and Supplier's employees against all claims from third parties, in particular against claims from third parties due to product liability as a result of a defect in a product or system that Client has supplied to a third party and that partly consisted of equipment, software, websites, data files or other materials supplied by Supplier, except if and to the extent that Client proves that the damage was caused by that equipment, software, websites, data files or other materials.

Article 13 Force Majeure

Neither party shall be obliged to fulfil: any obligation if it is prevented from doing so as a result of force majeure. Unless already included, force majeure shall also be understood to mean: strike, occupation, blockades, embargo, government measures, war, revolution and/or any similar condition, power failures, disruptions in electronic communication lines, cable breakage, fire, explosion, water damage, lightning, natural disasters, flooding and/or earthquake, shortage and/or illness of Personnel and a shortcoming in relation to Supplier of suppliers of supplier or force majeure of suppliers of supplier. If the force majeure situation lasts longer than 90 days, the parties shall have the right to terminate the Agreement in writing by registered letter, unless: it is foreseeable that the force majeure situation will will be resolved within a reasonable period. What already? has been performed under the Agreement, the matter has been settled proportionally, without the parties owing each other anything.

Article 14 Changes and extensions of activities, services and/or deliveries

If Supplier has performed work, services or deliveries at the request or with the consent of Customer which fall outside the content or extent of what has been agreed, such work, services or deliveries will be reimbursed by Customer to Supplier at Supplier's usual rates or If a fixed price has been agreed, the additional costs will be charged. Supplier is however not obliged to comply with such a request and may require that a separate written agreement be concluded. Customer accepts that by changing or expanding the business, the services or deliveries as referred to in this article, the agreed or expected time of completion of the obligations, the mutual responsibilities of Customer and Supplier and Supplier's agreed rates, may be affected.

Article 15 Obligations under the General Data Protection Regulation and the Telecommunications Act

Parties are obliged to mutually agree on everything and cooperate with the other party in order to enable it to comply with its obligations under the General Data Protection Regulation (GDPR) and, insofar as it concerns the Supplier, also the Telecommunications Act. The customer shall always inform the supplier in a timely manner and relevant information or any processing in context. The contract is subject to the GDPR and whether: the processing has been reported to the Security Council for personal data or to a customer data protection officer. To the extent that the obligation(s) referred to in this article entails or entails work and/or costs for the Supplier, the Client shall reimburse these. The Client shall ensure that the controller within the meaning of the GDPR will comply with all obligations of the GDPR. The Client shall indemnify the Supplier against all claims by third parties that may be instituted against the Supplier on the basis of the GDPR. The Supplier is entitled to block the forwarding of unwanted communication as referred to in Article 11.7 of the Telecommunications Act, such as spam messages, malware and viruses. If the Client purchases a Public Electronic Communication Service and this has been completely interrupted for more than 12 consecutive hours as a result of a network failure, the Client is entitled to compensation, unless the failure is the result of a flood, a terrorist attack or a war. The compensation amounts to at least one thirtieth of the monthly fixed fee per 24 hours or, if there are no fixed fees, at least € 0.50 per 24 hours. The minimum compensation amounts to € 1.00 in all cases. More information about the compensation scheme and how you as a contractor can make use of it can be found on our website www.simhuis.nl.

Article 16 SIM

Supplier shall provide Contractor with a SIM (in the form of a SIM card or eSIM) and one or more security codes (such as the so-called PIN and PUK codes). The costs for unblocking and/or providing a new SIM shall be owed by Contractor. During the term of the block, Contractor shall remain obligated to pay all fixed periodic costs and surcharges.

Article 17 Final provisions

The Agreement is governed by Dutch law. Disputes between the Parties arising from or related to the Agreement will be submitted to the competent court in Zutphen. The Supplier is entitled to amend these General Terms and Conditions. The Supplier is at all times entitled to amend a Service or to replace certain parts of the Service with other parts, whereby the essential character of the Service will be maintained. Insofar as these amendments relate to a public electronic communications service, Article 7.2 of the Telecommunications Act applies. Rights of use of the Services granted by the Supplier to the Customer are strictly personal. The Customer is not granted any rights to sell or otherwise make available to third parties, unless expressly agreed otherwise. If any provisions or parts of provisions of these General Terms and Conditions or any appendices thereto are in any way illegal, invalid or unenforceable or become applicable, the remaining provisions or the valid part of the invalid provision will remain fully in force and enforceable without any effect on the other obligations of the parties. Furthermore, the provisions deemed illegal, invalid or unenforceable shall be replaced by a provision that has as much as possible the same legal and commercial scope.