Terms & Conditions

This is an English translation provided for your convenience. In the event of any discrepancy or ambiguity, the Dutch version of these general terms and conditions is legally binding.

Chapter 1. General provisions

Art. 1 Applicability of the Odyssee Conditions
1.1 These Odyssee conditions apply to all offers and agreements under which Odyssee supplies goods and/or services of any nature and under any name whatsoever to the client, including but not limited to:

• Software development and programming
• Website design and development
• SEO optimisation and website audits
• Online marketing campaigns (SEA & social media)
• Branding and creative services
• Graphic design and brand identity development
• Content marketing and copywriting
• Hosting and technical support

1.2 Deviations from and additions to these general terms and conditions are only valid if they have been agreed in writing between the parties.
1.3 The applicability of any purchasing or other conditions of the client is expressly rejected.
1.4 If any provision of these general terms and conditions is void or is annulled, the remaining provisions of these general terms and conditions remain in full force. In that case Odyssee and the client will enter into consultation with the aim of agreeing new provisions to replace the void or annulled provisions.

Art. 2 Offers
2.1 All offers and other statements by Odyssee are without obligation, unless Odyssee has indicated otherwise in writing. The client warrants the accuracy and completeness of the data provided by or on behalf of the client to Odyssee on which Odyssee has based its offer.

Art. 3 Price, payment and term of the agreement
3.1 All prices are exclusive of turnover tax (VAT) and other levies imposed or to be imposed by the government. All prices stated by Odyssee are always in euros and the client must make all payments in euros.
3.2 The client cannot derive any rights or expectations from a pre-calculation or budget issued by Odyssee, unless the parties have agreed otherwise in writing. An available budget made known by the client to Odyssee only counts as a (fixed) price agreed between the parties for the performance to be carried out by Odyssee if this has expressly been agreed in writing.
3.3 For services in the area of online marketing campaigns (SEA & social media), the advertising costs and platform fees are charged on top of Odyssee’s management fee. These external costs are reported transparently and passed on directly to the client.
3.4 For branding and creative projects, costs for external suppliers such as printing, photography, or specialised production may be invoiced separately following prior approval by the client.
3.5 If, under the agreement concluded between the parties, the client consists of several natural persons and/or legal entities, each of those (legal) persons is jointly and severally liable towards Odyssee for performance of the agreement.
3.6 If and insofar as the agreement concluded between the parties is a continuing performance agreement, the agreement is entered into for the term agreed between the parties, failing which a term of one year applies.
3.7 The term of the agreement is each time tacitly extended for the duration of the originally agreed period, unless the client or Odyssee terminates the agreement in writing observing a notice period of three months before the end of the relevant period.
3.8 With regard to the performance carried out by Odyssee and the amounts owed by the client for it, the data from Odyssee’s records provide full proof, without prejudice to the client’s right to provide evidence to the contrary.
3.9 If there is a periodic payment obligation of the client, Odyssee is entitled, in writing and in accordance with the index or other benchmark included in the agreement, to adjust the applicable prices and rates within the term stated in the agreement. If the agreement does not expressly provide for the possibility for Odyssee to adjust the prices or rates, Odyssee is always entitled, in writing and observing a term of at least three months, to adjust the applicable prices and rates. If in that latter case the client does not wish to agree to the adjustment, the client is entitled, within thirty days of notification of the adjustment, to terminate the agreement in writing with effect from the date on which the new prices and/or rates would take effect.
3.10 The parties will record in the agreement the date or dates on which Odyssee invoices the client for the fee for the agreed performance. Amounts owed are paid by the client according to the agreed payment terms or those stated on the invoice. The client is not entitled to suspend any payment, nor to set off amounts owed.
3.11 If the client does not pay the amounts owed or does not pay them on time, the client owes statutory interest for commercial agreements on the outstanding amount, without any reminder or notice of default being required. If the client remains in default of payment after a reminder or notice of default, Odyssee may pass the claim on to a third party, in which case the client is also obliged, in addition to the total amount then owed, to compensate all judicial and extrajudicial costs, including all costs calculated by external experts. This does not affect Odyssee’s other statutory and contractual rights.

Art. 4 Specific provisions for services
SEO optimisation & website audits
4.1 SEO results depend on many external factors including Google algorithm changes, competitor activities and technical changes to the website. Odyssee does not guarantee specific positions in search results but makes efforts towards measurable improvements in organic findability.
4.2 SEO services comprise technical optimisation, content strategy, and link building in accordance with white-hat techniques. The client will not make technical changes to the website without prior consultation with Odyssee during the SEO campaign.
Online marketing campaigns (SEA & social media)
4.3 For online advertising campaigns, Odyssee manages the advertising accounts on behalf of the client. The client retains ownership of all accounts and data. Budget spending is monitored daily and reported monthly.
4.4 The client is responsible for providing accurate product/service information, visual material and the timely approval of advertisements. Delay in approval may affect campaign performance.
4.5 Odyssee is not liable for advertisement disapprovals, account suspensions or policy changes by external platforms (Google, Facebook, LinkedIn, etc.).
Website design & development
4.6 Website projects are carried out in accordance with agreed specifications. Changes in scope during the project are treated as additional work and invoiced separately.
4.7 The client is responsible for the timely delivery of content, visual material, and feedback. Delay in delivery may affect the delivery date.
4.8 Websites are tested on modern browsers and devices. Compatibility with outdated browsers (Internet Explorer) falls outside the standard scope.
Branding & creative services
4.9 Creative concepts are presented according to the agreed process. Unlimited revisions are not included unless explicitly agreed.
4.10 Intellectual property of developed brand identities is transferred after full payment, save for rights to underlying design methodologies and templates of Odyssee.
4.11 For printing and external production, Odyssee applies a standard 10% margin on external suppliers’ costs unless agreed otherwise.

Art. 5 Confidentiality and recruitment of personnel
5.1 The client and Odyssee will ensure that all data received from the other party which they know or should reasonably know to be of a confidential nature remains secret. This prohibition does not apply to Odyssee if and insofar as provision of the relevant data to a third party is necessary pursuant to a court ruling, a statutory provision or for the proper performance of the agreement by Odyssee. The party receiving confidential data will only use it for the purpose for which it was provided. Data is in any event regarded as confidential if it has been designated as such by one of the parties.
5.2 The client acknowledges that the software originating from Odyssee is always of a confidential nature and that it contains trade secrets of Odyssee, its suppliers or the producer of the software.
5.3 During the term of the agreement, as well as for one year after its end, each of the parties will only, after prior written permission of the other party, employ or otherwise, directly or indirectly, have work performed by employees of the other party who are or have been involved in the performance of the agreement. Conditions may be attached to this permission, including the condition that the client pays a reasonable fee to Odyssee.

Art. 6 Privacy and data processing
6.1 If this is necessary for the performance of the agreement, the client will, on request, inform Odyssee in writing about the manner in which the client fulfils its obligations under the legislation on the protection of personal data.
6.2 The client indemnifies Odyssee against claims of persons whose personal data is registered or processed in the context of a personal data registration kept by the client or for which the client is otherwise responsible by law, unless the client proves that the facts underlying the claim are attributable to Odyssee.
6.3 Responsibility for the data processed by the client using a service of Odyssee lies entirely with the client. The client warrants to Odyssee that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. The client indemnifies Odyssee against any legal claim of a third party, on whatever grounds, in connection with this data or the performance of the agreement.

Art. 7 Security
7.1 If, under the agreement, Odyssee is obliged to provide a form of information security, that security will comply with the security specifications agreed in writing between the parties. Odyssee does not warrant that the information security is effective under all circumstances. If an expressly described method of security is lacking in the agreement, the security will meet a level which, given the state of the art, the sensitivity of the data and the costs associated with implementing the security, is not unreasonable.
7.2 The access or identification codes and certificates provided by or on behalf of Odyssee to the client are confidential and will be treated as such by the client and only made known to authorised personnel within the client’s own organisation. Odyssee.one is entitled to change assigned access or identification codes and certificates.
7.3 The client will adequately secure its systems and infrastructure and have antivirus software operational at all times.

Art. 8 Retention of title and rights and suspension
8.1 All items delivered to the client remain the property of Odyssee.one until all amounts owed by the client to Odyssee.one under the agreement concluded between the parties have been paid in full to Odyssee.one. A client acting as a reseller may sell and deliver on all items subject to Odyssee.one’s retention of title insofar as this is customary in the context of the normal conduct of its business.
8.2 The property-law consequences of the retention of title of an item intended for export are governed by the law of the State of destination if that law contains provisions more favourable to Odyssee.one in this respect.
8.3 Rights are, where applicable, granted or transferred to the client subject to the condition that the client has paid all amounts owed under the agreement.
8.4 Odyssee.one may retain the data, documents, software and/or data files received or realised in the context of the agreement, despite an existing obligation to hand over or transfer, until the client has paid all amounts owed to Odyssee.one.

Art. 9 Transfer of risk
9.1 The risk of loss, theft, misappropriation or damage to items, data (including: usernames, codes and passwords), documents, software or data files manufactured, delivered or used in the context of the performance of the agreement passes to the client at the moment they are brought into the actual control of the client or an auxiliary person of the client.

Art. 10 Intellectual property
10.1 All intellectual property rights to brand identities, logos, websites, campaign concepts and creative materials developed by Odyssee.one vest in Odyssee.one until full payment has taken place.
10.2 After full payment, rights of use are transferred in accordance with the agreed scope. Exclusive rights are only transferred if this has been expressly agreed.
10.3 Odyssee.one retains the right to use realised projects for portfolio purposes and case studies, unless agreed otherwise in writing.
10.4 If Odyssee.one is willing to commit to transferring an intellectual property right, such a commitment can only be entered into in writing and expressly. If the parties agree in writing that an intellectual property right with respect to software, apps, websites, web shops, data files, equipment or other materials developed specifically for the client will pass to the client, this does not affect Odyssee.one’s right or ability to use and/or exploit the components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like underlying that development, without any restriction, for other purposes, whether for itself or for third parties. Nor does the transfer of an intellectual property right affect Odyssee.one’s right to carry out developments for itself or a third party that are similar to or derived from those that are or were carried out for the client.
10.5 All intellectual property rights to the software, apps, websites, web shops, data files, equipment, training, testing and examination material or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, developed or made available to the client under the agreement, vest exclusively in Odyssee.one, its licensors or its suppliers. The client obtains the rights of use that are expressly granted by these general terms and conditions, the agreement concluded in writing between the parties, and the law. A right of use accruing to the client is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
10.6 The client will not remove or have removed, or alter or have altered, any indication(s) concerning the confidential nature or concerning copyrights, trademarks, trade names or any other intellectual property right from the software, apps, websites, web shops, data files, equipment or materials.
10.7 Even if the agreement does not expressly provide for this, Odyssee.one is always permitted to implement technical provisions to protect equipment, data files, apps, websites, web shops, software made available, software to which the client is given (direct or indirect) access, and the like, in connection with an agreed restriction on the content or duration of the right to use these objects. The client will not remove or have removed, or circumvent or have circumvented, such technical provision(s).
10.8 Odyssee.one indemnifies the client against any claim of a third party based on the assertion that software, apps, websites, web shops, data files, equipment or other materials developed by Odyssee.one itself infringe an intellectual property right of that third party, on the condition that the client informs Odyssee.one without delay in writing of the existence and content of the claim and leaves the handling of the matter, including the conclusion of any settlements, entirely to Odyssee.one. To that end the client will grant the necessary powers of attorney, information and cooperation to Odyssee.one to defend against these claims. This obligation to indemnify lapses if the alleged infringement is connected (i) with materials made available to Odyssee.one by the client for use, editing, processing or maintenance, or (ii) with changes that the client has made or had made to the software, apps, website, web shops, data files, equipment or other materials without written permission of Odyssee.one. If it is irrevocably established in law that the software, apps, websites, web shops, data files, equipment or other materials developed by Odyssee.one itself infringe any intellectual property right belonging to a third party, or if, in Odyssee.one’s opinion, there is a reasonable chance that such an infringement will occur, Odyssee.one will, if possible, ensure that the client can continue to use the delivered item, or functionally equivalent other software, apps, websites, web shops, data files, equipment or materials. Any other or further indemnification obligation of Odyssee.one for infringement of a third party’s intellectual property right is excluded.
10.9 The client warrants that no rights of third parties oppose making available to the supplier of equipment, software, material intended for apps, websites and web shops, data files and/or other materials and/or designs, for the purpose of use, maintenance, editing, installation or integration. The client indemnifies Odyssee.one against any claim of a third party based on the assertion that such making available, use, maintenance, editing, installation or integration infringes any right of that third party.
10.10 Odyssee.one is never obliged to carry out data conversion, unless this has expressly been agreed in writing with the client.

Art. 11 Performance and warranties
11.1 For SEO services, realistic expectations are set based on market analysis. Results depend on external factors and are measured over a period of at least 6 months.
11.2 For online advertising campaigns, Odyssee.one strives for optimal ROI within the set budgets. Performance depends on external factors such as market conditions, seasonal influences and competition.
11.3 Website technical performance is guaranteed in accordance with modern standards. Load times under 6 seconds are aimed for under normal circumstances.

Art. 12 Reporting and communication
12.1 For all marketing services (SEO, SEA, social media), monthly reports are provided with relevant KPIs and performance indicators.
12.2 For branding and website projects, milestone reports are provided in accordance with the agreed project planning.
12.3 The client designates a fixed contact person for all project communication. Changes in contact person must be communicated in writing.

Art. 13 Termination of services
13.1 For ongoing services (SEO, advertising management) a notice period of one month applies for both parties.
13.2 In the event of early termination of projects, the client owes payment for all work performed up to that moment. Materials already developed are transferred in accordance with the performance carried out.
13.3 After termination, the client remains the owner of all data, accounts and developed materials for which full payment has taken place.

Art. 14 Cooperation obligations
14.1 The parties acknowledge that the success of work in the field of information and communication technology depends on proper and timely mutual cooperation. The client will always provide all cooperation reasonably desired by Odyssee.one in good time.
14.2 The client bears the risk of the selection of the items, goods and/or services to be delivered by Odyssee.one. The client will always take the utmost care to ensure that the requirements which Odyssee.one’s performance must meet are correct and complete. Dimensions and data stated in drawings, images, catalogues, websites, web shops, quotations, advertising material, standardisation sheets and the like are not binding on Odyssee.one, except where Odyssee.one has expressly stated otherwise.
14.3 If the client deploys personnel and/or auxiliary persons in the performance of the agreement, this personnel and these auxiliary persons will have the necessary knowledge and experience. Where employees of Odyssee.one carry out work at the client’s location, the client will provide the necessary facilities, such as a workspace with computer and network facilities, in good time and free of charge. Odyssee.one is not liable for damage or costs due to transmission errors, malfunctions or unavailability of these facilities, unless the client proves that this damage or these costs are the result of intent or wilful recklessness of Odyssee.one’s management.
14.4 The workspace and facilities will meet all statutory requirements. The client indemnifies Odyssee.one against claims of third parties, including employees of Odyssee.one, who suffer damage in connection with the performance of the agreement which is the result of acts or omissions of the client or of unsafe situations in its organisation. The client will make the house and security rules applicable within its organisation known to the employees deployed by Odyssee.one before the start of the work.
14.5 If the client makes software, equipment or other means available to Odyssee.one in connection with Odyssee.one’s services and products, the client warrants obtaining all necessary licences or approvals with respect to these means which Odyssee.one may need.
14.6 The client is responsible for the management, including checking the settings, the use of the products delivered and/or services provided by Odyssee.one and the manner in which the results of the products and services are deployed. The client is also responsible for instructing, and for use by, users.
14.7 The client will itself install, configure, parameterise and tune the (auxiliary) software required on its own equipment and, if necessary, adapt the equipment used, other (auxiliary) software and operating environment, and achieve the interoperability desired by the client.

Art. 15 Information obligations
15.1 To enable proper performance of the agreement by Odyssee.one, the client will always provide Odyssee.one with all data or information reasonably required by Odyssee.one in good time.
15.2 The client warrants the accuracy and completeness of the data, information, designs and specifications provided by it to Odyssee.one. If the data, information, designs or specifications provided by the client contain inaccuracies apparent to Odyssee.one, Odyssee.one will make enquiries with the client about this.
15.3 In connection with continuity, the client will designate a contact person or contact persons who act as such for the duration of Odyssee.one’s work. The client’s contact persons will have the necessary experience, specific subject knowledge and insight into the objectives desired by the client.
15.4 Odyssee.one is only obliged to provide the client with periodic information about the performance of the work through the contact person designated by the client.

Art. 16 Project and steering groups
16.1 Where both parties participate with one or more of their deployed employees in a project or steering group, the provision of information will take place in the manner agreed for the project or steering group.
16.2 Decisions taken in a project or steering group in which both parties participate only bind Odyssee.one if the decision-making takes place in accordance with what has been agreed in writing between the parties in this respect or, in the absence of written agreements thereon, if Odyssee.one has accepted the decisions in writing. Odyssee.one is never obliged to accept or implement a decision if, in its opinion, that decision is incompatible with the content and/or proper performance of the agreement.
16.3 The client warrants that the persons designated by it to be part of a project or steering group are entitled to take decisions binding on the client.

Art. 17 Periods
17.1 Odyssee.one will make reasonable efforts to observe as far as possible the (delivery) periods and/or (delivery) dates, whether or not final, stated by it or agreed between the parties. Intermediate (delivery) dates stated by Odyssee.one or agreed between the parties always count as target dates, do not bind Odyssee.one and are always of an indicative nature.
17.2 If any period threatens to be exceeded, Odyssee.one and the client will consult to discuss the consequences of the exceedance for further planning.
17.3 In all cases – therefore also if the parties have agreed a final (delivery) period or (delivery) date – Odyssee.one is only in default due to a time overrun after the client has given it notice of default in writing, whereby the client sets Odyssee.one a reasonable period to remedy the shortcoming (in what was agreed) and this reasonable period has expired. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that Odyssee.one is given the opportunity to respond adequately.
17.4 If it has been agreed that performance of the agreed work will take place in phases, Odyssee.one is entitled to postpone the start of the work belonging to a phase until the client has approved the results of the preceding phase in writing.
17.5 Odyssee.one is not bound by a (delivery) date or (delivery) period, whether or not final, if the parties have agreed a change in the content or scope of the agreement (additional work, change of specifications etc.) or a change in the approach to the performance of the agreement, or if the client does not, or does not fully or timely, fulfil its obligations arising from the agreement. The fact that (the demand for) additional work arises during the performance of the agreement is never a ground for the client to give notice of termination or rescind the agreement.

Art. 18 Rescission and termination of the agreement
18.1 Each of the parties is only entitled to rescind the agreement on account of an attributable shortcoming in the performance of the agreement if the other party, always in all cases after as detailed a written notice of default as possible setting a reasonable period to remedy the shortcoming, attributably fails to perform essential obligations under the agreement. Payment obligations of the client and all obligations to cooperate and/or provide information by the client or a third party engaged by the client always count as essential obligations under the agreement.
18.2 If, at the time of rescission, the client has already received performance in implementation of the agreement, this performance and the related payment obligations will not be subject to reversal, unless the client proves that Odyssee.one is in default with respect to the essential part of that performance. Amounts that Odyssee.one has invoiced before the rescission in connection with what it has already properly performed or delivered in implementation of the agreement remain, with due observance of the provisions of the previous sentence, owed in full and become immediately payable at the moment of rescission.
18.3 If an agreement which by its nature and content does not end through completion has been entered into for an indefinite period, it may be terminated in writing by each of the parties after due consultation and stating reasons. If no notice period has been agreed between the parties, a reasonable period must be observed in the termination. Odyssee.one will never be liable to any compensation due to termination.
18.4 The client is not entitled to prematurely terminate a contract for services entered into for a definite period.
18.5 Each of the parties may terminate the agreement in writing in whole or in part with immediate effect without notice of default if the other party is granted – whether or not provisionally – a suspension of payments, if bankruptcy is requested with respect to the other party, or if the other party’s business is liquidated or wound up other than for the purpose of reconstruction or merger of businesses. Odyssee.one may also terminate the agreement in whole or in part with immediate effect without notice of default if decisive control of the client’s business changes directly or indirectly. Odyssee.one is never obliged to any restitution of monies already received or to any compensation due to the termination referred to in this paragraph. If the client has irrevocably entered a state of bankruptcy, the client’s right to use the software, websites, web shops and the like made available, as well as the client’s right of access to and/or use of Odyssee.one’s services, then ends, without any act of termination on the part of Odyssee.one being required for this.

Art. 19 Liability of Odyssee.one
19.1 For marketing campaigns, Odyssee.one is not liable for the direct business impact of campaign performance, market changes or external platform changes.
19.2 For website development, liability is limited to technical repair of bugs related to the developed functionality.
19.3 For SEO services, Odyssee.one is not liable for temporary ranking drops due to Google algorithm updates, provided all work has been carried out in accordance with white-hat best practices.
19.4 The total liability of Odyssee.one due to an attributable shortcoming in the performance of the agreement or on whatever legal ground, expressly including any shortcoming in the performance of a warranty obligation agreed with the client, is limited to compensation for direct damage up to a maximum of the amount of the price stipulated for that agreement (excl. VAT). If the agreement is mainly a continuing performance agreement with a term of more than one year, the price stipulated for that agreement is set at the total of the fees (excl. VAT) stipulated for one year. In no event, however, will the total liability of Odyssee.one for direct damage, on whatever legal ground, amount to more than € 500,000 (five hundred thousand euros).
19.5 The total liability of Odyssee.one for damage due to death, physical injury or due to material damage to property never amounts to more than € 1,250,000 (one million two hundred and fifty thousand euros).
19.6 The liability of Odyssee.one for indirect damage, consequential damage, lost profit, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims of the client’s customers, damage connected with the use of items, materials or software of third parties prescribed by the client to Odyssee.one, and damage connected with the engagement of suppliers prescribed by the client to Odyssee.one, is excluded. Also excluded is the liability of Odyssee.one connected with the mutilation, destruction or loss of data or documents.
19.7 The exclusions and limitations of liability of Odyssee.one described in articles 19.4 to 19.6 leave entirely unaffected the other exclusions and limitations of liability of Odyssee.one described in these general terms and conditions.
19.8 The exclusions and limitations referred to in articles 19.4 to 19.7 lapse if and insofar as the damage is the result of intent or wilful recklessness of Odyssee.one’s management.
19.9 Unless performance by Odyssee.one is permanently impossible, the liability of Odyssee.one due to an attributable shortcoming in the performance of an agreement only arises if the client gives Odyssee.one notice of default in writing without delay, setting a reasonable period to remedy the shortcoming, and Odyssee.one continues attributably to fail in the performance of its obligations even after that period. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that Odyssee.one is given the opportunity to respond adequately.
19.10 A condition for the creation of any right to compensation is always that the client reports the damage to Odyssee.one in writing as soon as possible after it arises. Any claim for compensation against Odyssee.one lapses by the mere expiry of twenty-four months after the claim arose, unless the client has instituted legal proceedings for compensation of the damage before the expiry of that period.
19.11 The client indemnifies Odyssee.one against all claims of third parties due to product liability as a result of a defect in a product or system supplied by the client to a third party and which partly consisted of equipment, software or other materials supplied by Odyssee.one, unless and insofar as the client proves that the damage was caused by that equipment, software or other materials.
19.12 The provisions of this article, as well as all other limitations and exclusions of liability mentioned in these general terms and conditions, also apply for the benefit of all (legal) persons whom Odyssee.one uses in the performance of the agreement.

Art. 20 Force majeure
20.1 Neither party is obliged to perform any obligation, including any statutory and/or agreed warranty obligation, if it is prevented from doing so as a result of force majeure. Force majeure on the part of Odyssee.one includes, among other things: (i) force majeure of Odyssee.one’s suppliers, (ii) improper performance of obligations of suppliers prescribed by the client to Odyssee.one, (iii) defectiveness of items, equipment, software or materials of third parties whose use was prescribed by the client to Odyssee.one, (iv) government measures, (v) power failure, (vi) failure of internet, data network or telecommunication facilities, (vii) war and (viii) general transport problems.
20.2 If a force majeure situation lasts longer than sixty days, each of the parties has the right to rescind the agreement in writing. What has already been performed under the agreement is in that case settled proportionally, without the parties otherwise owing each other anything.

Art. 21 Changes and additional work
21.1 If Odyssee.one has, at the request or with the prior consent of the client, carried out work or other performance falling outside the content or scope of the agreed work and/or performance, the client will pay for this work or performance according to the agreed rates and, in the absence thereof, according to Odyssee.one’s usual rates. Odyssee.one is not obliged to comply with such a request and may require a separate written agreement to be concluded for it.
21.2 Insofar as a fixed price has been agreed for the services, Odyssee.one will, on request, inform the client in writing about the financial consequences of the extra work or performance referred to in this article.

Art. 22 Transfer of rights and obligations
22.1 The client will never sell, transfer or pledge to a third party the rights and obligations it has under the agreement.
22.2 Odyssee.one is entitled to sell, transfer or pledge to a third party its claims to payment of fees.

Art. 23 Applicable law and disputes
23.1 The agreements between Odyssee.one and the client are governed by Dutch law. The applicability of the 1980 Vienna Sales Convention (CISG) is excluded.
23.2 Disputes arising in connection with the agreement concluded between the parties and/or in connection with further agreements resulting therefrom are settled by arbitration in accordance with the Arbitration Rules of the Foundation for the Settlement of Automation Disputes (Stichting Geschillenoplossing Automatisering), having its registered office in The Hague, all this without prejudice to the right of each of the parties to request relief in (arbitral) summary proceedings and without prejudice to the right of each of the parties to take precautionary legal measures. The place of arbitration is The Hague.
23.3 If a dispute in connection with the agreement concluded between the parties or in connection with further agreements resulting therefrom falls within the jurisdiction of the subdistrict court (kantonrechter), each of the parties is, in deviation from the provisions of article 23.2, entitled to bring the matter as a subdistrict case before the legally competent Court. The foregoing power only accrues to the parties if no arbitration proceedings have yet been instituted with respect to that dispute in accordance with the provisions of article 23.2. If, with due observance of the provisions of this article 23.3, the matter has been brought before the legally competent Court for handling and decision by one or more of the parties, the subdistrict court of that Court is competent to handle and decide the matter.
23.4 Each of the parties is, with respect to a dispute in connection with the agreement concluded between the parties or in connection with further agreements resulting therefrom, in all cases entitled to commence ICT mediation proceedings in accordance with the ICT Mediation Rules of the Foundation for the Settlement of Automation Disputes. The other party is obliged to actively participate in ICT mediation that has been commenced, which legally enforceable obligation in any case includes attending at least one joint meeting of mediators and parties, in order to give this extrajudicial form of dispute resolution a chance. Each of the parties is free to terminate the ICT mediation proceedings at any time after a joint first meeting of mediators and parties. The provisions of this paragraph do not preclude a party that deems it necessary from requesting relief in (arbitral) summary proceedings or taking precautionary legal measures.

Chapter 2. Services

The provisions included in this chapter ‘Services’ apply, in addition to the General Provisions of these general terms and conditions, if Odyssee.one provides services of any nature whatsoever (whether or not further elaborated in one of the other chapters of these general terms and conditions) to the client.

Art. 24 Performance
24.1 Odyssee.one will use its best efforts to carry out its services with care, where applicable in accordance with the arrangements and procedures laid down in writing with the client. All services of Odyssee.one are carried out on the basis of an obligation to use best efforts (inspanningsverbintenis), unless and insofar as Odyssee.one has expressly committed to a result in the written agreement and the relevant result is also described with sufficient definiteness in the agreement.
24.2 Odyssee.one is not liable for damage or costs resulting from the use or misuse made of access or identification codes or certificates, unless the misuse is the direct result of an intentional or wilfully reckless act or omission of Odyssee.one’s management.
24.3 If the agreement has been entered into with a view to performance by one particular person, Odyssee.one is always entitled to replace this person with one or more persons with the same and/or similar qualifications.
24.4 Odyssee.one is not obliged to follow the client’s instructions in the performance of its services, in particular not if these are instructions that change or supplement the content or scope of the agreed services. If such instructions are nevertheless followed, the relevant work will be paid for in accordance with Odyssee.one’s usual rates.

Art. 25 Service Level Agreement
25.1 Any arrangements concerning a service level (Service Level Agreement) are only agreed expressly in writing. The client will always inform Odyssee.one without delay of all circumstances that affect or may affect the service level and its availability.
25.2 If arrangements have been made about a service level, the availability of software, systems and related services is always measured in such a way that the out-of-service announced in advance by Odyssee.one due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond Odyssee.one’s control, are left out of consideration. Subject to evidence to the contrary to be provided by the client, the availability measured by Odyssee.one will count as full proof.

Art. 26 Back-up
26.1 If the services to the client under the agreement include making back-ups of the client’s data, Odyssee.one will, with due observance of the periods agreed in writing, and in the absence thereof once a week, make a full back-up of the client’s data in its possession. Odyssee.one will keep the back-up for the agreed period, and in the absence of arrangements thereon, for the period customary at Odyssee.one. Odyssee.one will keep the back-up carefully as a good steward.
26.2 The client itself remains responsible for complying with all statutory administrative and retention obligations applicable to it.

Chapter 3. Software-as-a-Service (SaaS)

The provisions included in this chapter ‘Software as a Service (SaaS)’ apply, in addition to the General Provisions of these general terms and conditions and the provisions of the chapter ‘Services’, if Odyssee.one performs services under the name or in the field of Software-as-a-Service (also referred to as: SaaS), which also and not exclusively includes applications (apps) for use with/on smartphone and tablet. For the purpose of these general terms and conditions, SaaS means: Odyssee.one making software available and keeping it available ‘remotely’ to the client via the internet or another data network, without a physical carrier with the relevant software being provided to the client.

Art. 27 Performance of the SaaS service
27.1 Odyssee.one performs the SaaS service only on the client’s instructions. The client is not free to allow third parties to use the services provided by Odyssee.one in the field of SaaS.
27.2 If Odyssee.one carries out work with respect to data of the client, its employees or users pursuant to a request or duly given order of a government authority or in connection with a statutory obligation, all costs associated with this will be charged to the client.
27.3 Odyssee.one may make changes to the content or scope of the SaaS service. If such changes result in a change to the procedures applicable at the client, Odyssee.one will inform the client about this as timely as possible and the costs of this change will be borne by the client. In that case the client may terminate the agreement in writing as of the date on which the change takes effect, unless this change is connected with changes in relevant legislation or other regulations given by competent authorities, or Odyssee.one bears the costs of this change.
27.4 Odyssee.one may continue performance of the SaaS service using a new or modified version of the software. Odyssee.one is not obliged to maintain, change or add specific properties or functionalities of the service or software for the client.
27.5 Odyssee.one may put the SaaS service wholly or partly out of service temporarily for preventive, corrective or adaptive maintenance or other forms of service. Odyssee.one will not let the out-of-service last longer than necessary and will, if possible, have it take place outside office hours.
27.6 Odyssee.one is never obliged to provide the client with a physical carrier containing the software to be made available and kept available to the client in the context of the SaaS service.

Art. 28 Warranty
28.1 Odyssee.one does not warrant that the software to be kept available in the context of the SaaS service is error-free and functions without interruptions. Odyssee.one will make efforts to repair errors as referred to in article 33.3 in the software within a reasonable period if and insofar as it concerns software developed by Odyssee.one itself and the relevant defects have been reported in writing to Odyssee.one by the client in detail. Odyssee.one may, where applicable, postpone the repair of the defects until a new version of the software is put into use. Odyssee.one does not warrant that defects in software not developed by Odyssee.one itself will be remedied. Odyssee.one is entitled to implement temporary solutions or program workarounds or problem-avoiding limitations in the software. If the software was developed at the client’s instruction, Odyssee.one may charge the client the costs of repair according to its usual rates.
28.2 On the basis of the information provided by Odyssee.one about measures to prevent and limit the consequences of malfunctions, defects in the SaaS service, mutilation or loss of data or other incidents, the client will inventory the risks for its organisation and, if necessary, take additional measures. Odyssee.one declares itself willing, at the client’s request, to provide reasonable cooperation with further measures to be taken by the client, against (financial) conditions to be set by Odyssee.one. Odyssee.one is never obliged to restore mutilated or lost data.
28.3 Odyssee.one does not warrant that the software to be kept available in the context of the SaaS service is adapted in good time to changes in relevant laws and regulations.

Art. 29 Protection of personal data
29.1 Under the legislation concerning the processing of personal data (such as the Dutch Personal Data Protection Act), the client has obligations towards third parties, such as the obligation to provide information, as well as to give access to, correct and delete personal data of data subjects. Responsibility for compliance with these obligations rests fully and exclusively with the client. The parties consider that, with respect to the processing of personal data, Odyssee.one is a ‘processor’ within the meaning of the data protection legislation.
29.2 Odyssee.one will, as far as technically possible, provide support for the obligations to be fulfilled by the client as referred to in article 29.1. The costs associated with this support are not included in Odyssee.one’s agreed prices and fees and are borne by the client.

Art. 30 Commencement of the service; fee
30.1 Performance of the SaaS service to be provided by Odyssee.one starts within a reasonable period after entering into the agreement. The client ensures that, without delay after entering into the agreement, it has the facilities required for the use of the SaaS service.
30.2 The client owes the fee for the SaaS service included in the agreement. In the absence of an agreed payment schedule, all amounts relating to the SaaS service provided by Odyssee.one are owed in advance per calendar month.

Chapter 4. Software

The provisions in this chapter ‘Software’ apply, in addition to the General Provisions, if Odyssee.one makes software available to the client for use other than on the basis of a SaaS service.

Art. 31 Right of use and use restrictions
31.1 On the basis of a user licence, Odyssee.one makes the agreed computer programs and the agreed user documentation available to the client for use during the term of the agreement, hereinafter referred to as ‘the software’. The right to use the software is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
31.2 Odyssee.one’s obligation to make available and the client’s right of use extend solely to the so-called object code of the software. The client’s right of use does not extend to the source code of the software. The source code of the software and the technical documentation produced during the development of the software are not made available to the client, even if the client is willing to pay a fee for this.
31.3 The client will always strictly comply with the agreed restrictions, of whatever nature or content, on the right to use the software.
31.4 If the parties have agreed that the software may only be used in combination with certain equipment, the client is entitled, in the event of a malfunction of the equipment, to use the software on other equipment with the same qualifications for the duration of the malfunction.
31.5 Odyssee.one may require that the client not put the software into use until the client has obtained from Odyssee.one, its suppliers or the producer of the software one or more codes required for use. Odyssee.one is always entitled to take technical measures to protect the software against unlawful use and/or against use in a manner or for purposes other than agreed between the parties. The client will never remove or have removed, or circumvent or have circumvented, technical provisions intended to protect the software.
31.6 The client may only use the software in and for the benefit of its own business or organisation, and only insofar as necessary for the intended use. The client will not use the software for the benefit of third parties, for example in the context of ‘Software-as-a-Service’ (SaaS) or ‘outsourcing’.
31.7 The client is never permitted to sell, rent out, alienate or grant limited rights to, or in any manner, for any purpose or under any title make available to a third party, the software and the carriers on which the software is or will be recorded. Nor will the client give a third party – whether or not remotely (online) – access to the software or have the software hosted by a third party, even if the relevant third party uses the software exclusively for the benefit of the client.
31.8 At its request, the client will without delay cooperate with an investigation, to be carried out by or on behalf of Odyssee.one, concerning compliance with the agreed use restrictions. At Odyssee.one’s first request, the client will grant access to its buildings and systems. Odyssee.one will treat as confidential all confidential business information it obtains in the context of an investigation of or at the client, insofar as that information does not concern the use of the software itself.
31.9 The parties consider that the agreement concluded between the parties, insofar as it has as its object the making available of software for use, is never regarded as a purchase agreement.
31.10 Odyssee.one is not obliged to maintain the software and/or provide support to users and/or administrators of the software. If, contrary to the foregoing, Odyssee.one is asked to provide maintenance and/or support with respect to the software, Odyssee.one may require the client to enter into a separate written agreement for this.

Art. 32 Delivery and installation
32.1 Odyssee.one will, at its discretion, deliver the software on the agreed data carrier format or, in the absence of arrangements thereon, on a data carrier format to be determined by Odyssee.one, or make the software available online to the client for delivery. Any agreed user documentation is provided, at Odyssee.one’s discretion, in paper or digital form in a language determined by Odyssee.one.
32.2 Only if this has been agreed will Odyssee.one install the software at the client. In the absence of arrangements thereon, the client will itself install, configure, parameterise and tune the software and, if necessary, adapt the equipment used and operating environment.

Art. 33 Acceptance
33.1 If the parties have not agreed an acceptance test, the client accepts the software in the condition in which it is at the moment of delivery (‘as is, where is’), therefore with all visible and invisible errors and defects, without prejudice to Odyssee.one’s obligations under the warranty arrangement of article 37. In the aforementioned case, the software will, on delivery or, if installation to be carried out by Odyssee.one has been agreed in writing, on completion of the installation, count as accepted by the client.
33.2 If an acceptance test has been agreed between the parties, the provisions of articles 33.3 to 33.10 apply.
33.3 Where these general terms and conditions refer to ‘errors’, this means the software substantially failing to meet the functional or technical specifications of the software expressly made known in writing by Odyssee.one and, where the software is wholly or partly custom software, the functional or technical specifications expressly agreed in writing. An error only exists if the client can demonstrate it and it is also reproducible. The client is obliged to report errors without delay. Odyssee.one has no obligation whatsoever with respect to defects in or to the software other than with respect to errors within the meaning of these general terms and conditions.
33.4 If an acceptance test has been agreed, the test period is fourteen days after delivery or, if installation to be carried out by Odyssee.one has been agreed in writing, fourteen days after completion of the installation. During the test period the client is not entitled to use the software for productive or operational purposes. The client will carry out the agreed acceptance test with qualified personnel and with sufficient scope and depth.
33.5 If an acceptance test has been agreed, the client is obliged to test whether the delivered software meets the functional or technical specifications expressly made known in writing by Odyssee.one and, if and insofar as the software is wholly or partly custom software, the functional or technical specifications expressly agreed in writing.
33.6 The software will count as accepted between the parties:
a. if the parties have agreed an acceptance test: on the first day after the test period; or
b. if Odyssee.one receives a test report as referred to in article 33.7 before the end of the test period: at the moment the errors mentioned in that test report have been repaired, without prejudice to the presence of errors which, according to article 33.8, do not stand in the way of acceptance; or
c. if the client makes any use of the software for productive or operational purposes: at the moment of the relevant putting into use.
33.7 If, in carrying out the agreed acceptance test, it appears that the software contains errors, the client will report the test results to Odyssee.one in writing, clearly, in detail and comprehensibly no later than the last day of the test period. Odyssee.one will use its best efforts to repair the said errors within a reasonable period, whereby Odyssee.one is entitled to implement temporary solutions, program workarounds or problem-avoiding limitations.
33.8 The client may not withhold acceptance of the software for reasons unrelated to the specifications expressly agreed in writing between the parties, nor due to the existence of minor errors, being errors that do not reasonably stand in the way of the operational or productive putting into use of the software, without prejudice to Odyssee.one’s obligation to repair these minor errors in the context of the warranty arrangement of article 37. Acceptance may furthermore not be withheld on account of aspects of the software that can only be assessed subjectively, such as aesthetic aspects of user interfaces.
33.9 If the software is delivered and tested in phases and/or parts, the non-acceptance of a particular phase and/or part does not affect the acceptance of an earlier phase and/or another part.
33.10 Acceptance of the software in any of the ways referred to in this article has the effect that Odyssee.one is discharged from the performance of its obligations concerning the making available and delivery of the software and, if the installation of the software by Odyssee.one has also been agreed, of its obligations concerning the installation. Acceptance of the software does not affect the client’s rights under article 33.8 concerning minor defects and article 37 concerning the warranty.

Art. 34 Making available
34.1 Odyssee.one will make the software available to the client within a reasonable period after entering into the agreement.
34.2 Without delay after the agreement has ended, the client will return all copies of the software in its possession to Odyssee.one. If it has been agreed that the client will destroy the relevant copies at the end of the agreement, the client will report such destruction to Odyssee.one in writing without delay. At or after the end of the agreement, Odyssee.one is not obliged to provide assistance with a view to a data conversion desired by the client.

Art. 35 Right-of-use fee
35.1 The fee to be paid by the client for the right of use is owed at the agreed times, or in the absence of an agreed time:
a. if the parties have not agreed that Odyssee.one ensures installation of the software:

• on delivery of the software;
• or, in the case of periodically owed right-of-use fees, on delivery of the software and subsequently at the start of each new right-of-use period;
  if the parties have agreed that Odyssee.one ensures installation of the software:
• on completion of that installation;
• or, in the case of periodically owed right-of-use fees, on completion of that installation and subsequently at the start of each new right-of-use period.

Art. 36 Changes to the software
36.1 Save for exceptions provided by law, the client is not entitled to change the software wholly or partly without prior written permission of Odyssee.one. Odyssee.one is entitled to refuse its permission or to attach conditions to it. The client bears the full risk of all changes made by or on behalf of the client by third parties – whether or not with Odyssee.one’s permission.

Art. 37 Warranty
37.1 Odyssee.one will use its best efforts to repair errors within a reasonable period if these are reported in writing to Odyssee.one in detail within a period of three months after delivery, or, if an acceptance test has been agreed, within three months after acceptance. Odyssee.one does not warrant that the software is suitable for the actual and/or intended use. Nor does Odyssee.one guarantee that the software will work without interruption and/or that all errors will always be corrected. The repair is carried out free of charge, unless the software was developed at the client’s instruction other than for a fixed price, in which case Odyssee.one will charge the costs of repair according to its usual rates.
37.2 Odyssee.one may charge the costs of repair according to its usual rates if there are user errors or improper use by the client or other causes not attributable to Odyssee.one. The repair obligation lapses if the client makes or has made changes to the software without written permission of Odyssee.one.
37.3 Repair of errors takes place at a location and in a manner to be determined by Odyssee.one. Odyssee.one is entitled to implement temporary solutions or program workarounds or problem-avoiding limitations in the software.
37.4 Odyssee.one is never obliged to restore mutilated or lost data.
37.5 Odyssee.one has no obligation of any nature or content whatsoever with respect to errors reported after the expiry of the warranty period referred to in article 37.1.

Art. 38 Software of suppliers
38.1 If and insofar as Odyssee.one makes third-party software available to the client, the (licence) conditions of the relevant third parties will, as regards that software, apply in the relationship between Odyssee.one and the client, setting aside the deviating provisions of these general terms and conditions, provided that the applicability of the (licence) conditions of those third parties has been communicated in writing by Odyssee.one to the client and those conditions have also been provided to the client before or at the conclusion of the agreement. In deviation from the previous sentence, the client cannot invoke a failure of Odyssee.one to comply with the aforementioned information obligation if the client is a party as referred to in Article 6:235(1) or (3) of the Dutch Civil Code.
38.2 If and insofar as the said third-party conditions are, for whatever reason, deemed not to apply in the relationship between the client and Odyssee.one or are declared inapplicable, the provisions of these general terms and conditions apply in full.

Chapter 5. Development of software, websites, web shops

The provisions in this chapter ‘Development of software, websites, web shops’ apply, in addition to the General Provisions and the provisions of the chapter ‘Services’, if Odyssee.one designs and/or develops software and/or a website and/or web shops for the benefit of the client and possibly installs the software and/or website and/or web shop.

Art. 39 Specifications and development of software/website/web shop
39.1 If specifications or a design of the software or website and/or web shop to be developed have not already been provided to Odyssee.one before or upon entering into the agreement, the parties will, in good mutual consultation, specify in writing which software or website and/or web shop will be developed and in what manner the development will take place.
39.2 Odyssee.one will develop the software and/or website and/or web shop with care, all this with due observance of the expressly agreed specifications or the design and – where applicable – with due observance of the project organisation, methods, techniques and/or procedures agreed in writing with the client. Before starting the development work, the supplier may require the client to declare its written agreement with the specifications or the design.
39.3 If the parties use a development method characterised by the principle that the design and/or development of (parts of) the software or website and/or web shop takes place in an iterative manner (for example Scrum), the parties accept that the work will not be carried out at the outset on the basis of complete or fully elaborated specifications, and also that specifications, whether or not agreed at the start of the work, may be adjusted during the performance of the agreement in good consultation, with due observance of the project approach belonging to the relevant development method. During the performance of the agreement the parties will jointly take decisions in good consultation with respect to the specifications applicable to the next phase of the project (for example a ‘time-box’) and/or to the next partial development. The client accepts the risk that the software and/or the website and/or web shop will not necessarily meet all specifications. The client will ensure permanent, active input and cooperation of relevant end users, supported by the client’s organisation, including with respect to testing and (further) decision-making. The client warrants that the employees it deploys who are appointed to key positions have the decision-making powers required for that position. The client safeguards the diligence of the progress decisions to be taken by it during the performance of the agreement. In the absence of timely and clear progress decisions on the part of the client in accordance with the project approach belonging to the relevant development method, Odyssee.one is entitled – but not obliged – to take the decisions it deems appropriate.
39.4 If the parties use a development method as referred to in article 39.3, then the provisions of article 33.1, articles 33.4 to 33.8 and article 37.1 do not apply. The client accepts the software and/or website and/or web shop in the condition in which it is at the moment of the end of the last development phase (‘as is, where is’). After the last development phase, Odyssee.one is not obliged to repair errors, unless expressly agreed otherwise in writing.
39.5 In the absence of specific arrangements thereon, Odyssee.one will start the design and/or development work within a reasonable period, to be determined by it, after entering into the agreement.
39.6 At its request, the client will enable Odyssee.one to carry out the work outside the usual working days and working hours at the office or location of the client.
39.7 Odyssee.one’s performance obligations with respect to the development of a website and/or web shop do not include making available a so-called ‘content management system’.
39.8 Odyssee.one’s performance obligations do not include the maintenance of the software and/or the website and/or web shop, and/or the provision of support to users and/or administrators thereof. If, contrary to the foregoing, maintenance and/or support must also be provided by Odyssee.one, Odyssee.one may require the client to enter into a separate written agreement for this. This work is charged separately at Odyssee.one’s usual rates.

Art. 40 Delivery, installation and acceptance
40.1 The provisions of article 32 concerning delivery and installation apply mutatis mutandis.
40.2 Unless, under the agreement, Odyssee.one will ‘host’ the software and/or website and/or web shop on its own computer system for the benefit of the client, Odyssee.one will deliver the website and/or web shop to the client on an information carrier and in a form to be determined by it, or make it available online to the client for delivery.
40.3 The provisions of article 33 of these general terms and conditions concerning acceptance apply mutatis mutandis.

Art. 41 Right of use
41.1 Odyssee.one makes the software and/or website and/or web shop developed at the client’s instruction and any associated user documentation available to the client for use.
41.2 Only if this has been agreed in writing will the source code of the software and the technical documentation produced during the development of the software be made available to the client, in which case the client will be entitled to make changes to the software.
41.3 Odyssee.one is not obliged to make available the auxiliary software and program or data libraries required for the use and/or maintenance of the software.
41.4 The provisions of article 31 concerning the right of use and use restrictions apply mutatis mutandis.
41.5 Only if it expressly appears from the content of the written agreement that all design and development costs are borne fully and exclusively by the client do – in deviation from the provisions of article 41.4 – no restrictions apply to the client’s right to use the software and/or website and/or web shop.

Art. 42 Fee
42.1 In the absence of an agreed payment schedule, all amounts relating to the design and development of software and/or websites and/or web shops are owed in arrears per calendar month.
42.2 The price for the development work also includes the fee for the right to use the software or website and/or web shop during the term of the agreement.
42.3 The fee for the development of the software does not include a fee for the auxiliary software and program and data libraries required by the client, any installation services and any adaptation and/or maintenance of the software. Nor does the fee include the provision of support to its users.

Art. 43 Warranty
43.1 The provisions of article 37 concerning warranty apply mutatis mutandis.
43.2 Odyssee.one does not warrant that the website developed by it works properly in conjunction with all types or new versions of web browsers and any other software. Nor does Odyssee.one warrant that the website works properly in conjunction with all types of equipment.

Chapter 6. Maintenance of software and support

Art. 44 Applicability
The provisions in this chapter ‘Maintenance of software and support’ apply, in addition to the General Provisions and the conditions included in chapter 5, if Odyssee.one provides maintenance work, support or related services with respect to software, websites, apps or other ICT solutions.

Art. 45 Definitions and scope
45.1 ‘Maintenance’ means identifying, analysing and remedying errors (bugs), preventing malfunctions through updates and upgrades, and carrying out preventive checks in accordance with the specifications applied by Odyssee.one.
45.2 ‘Support’ means providing support to the client for the use of software or systems, including answering questions, giving advice and guidance with incident and problem management.

Art. 46 Maintenance and support work
46.1 Odyssee.one carries out maintenance and support work on the basis of an obligation to use best efforts, unless agreed otherwise in writing.
46.2 The client must submit maintenance requests in writing with a clear description of the error or problem identified. Odyssee.one strives for response times in accordance with the service levels laid down in writing between the parties.
46.3 Updates and upgrades necessary to keep the software or systems up-to-date and secure are offered by Odyssee.one in accordance with the release and update policy described in the agreement.

Art. 47 Availability and service levels
47.1 If a service level agreement (SLA) has been agreed, the availability percentages, response times and resolution periods specified therein apply.
47.2 Without an SLA, Odyssee.one provides support on a ‘best effort’ basis during the service days and hours indicated in the agreement. Outside these hours, Odyssee.one may provide support at the agreed evening, weekend or night rates, provided this has been confirmed in writing in advance.
47.3 Announced maintenance windows and events beyond Odyssee.one’s control (such as force majeure and malfunctions at third parties) are not included in the calculation of availability.

Art. 48 Fees
48.1 Unless agreed otherwise in writing, all fees for maintenance and support are owed in advance per calendar month.
48.2 The maintenance and support fees remain owed during the term agreed in the agreement, even if the client temporarily does not use the services.
48.3 If maintenance work takes place outside the regular service days and hours, the client owes the agreed urgency and on-call rates.

Art. 49 Outage and escalation
49.1 In the event of serious malfunctions that significantly hamper the client’s business operations, the client may escalate Odyssee.one’s incident response in accordance with the escalation procedure described in the SLA or agreement.
49.2 Odyssee.one informs the client without delay about the cause, progress and expected recovery time of an outage, and takes all reasonable measures to resume the services as soon as possible.

Art. 50 End of maintenance and support obligations
50.1 Upon termination of the maintenance or support agreement, all service obligations of Odyssee.one end, save for ongoing work agreed after termination in a transitional arrangement.
50.2 After termination, Odyssee.one will, as far as technically possible, transfer knowledge and documentation to the client to safeguard the continuity of maintenance and support by a third party.

Chapter 7. Advice and consultancy

Art. 51 Applicability
The provisions in this chapter ‘Advice and consultancy’ apply, in addition to the General Provisions and the provisions in chapter 6, if Odyssee.one provides advice, consultancy or other knowledge services.

Art. 52 Performance of advice and consultancy services
52.1 Odyssee.one performs advice and consultancy services on the basis of an obligation to use best efforts, unless agreed otherwise in writing. The client acknowledges that the quality and lead time of the services depend partly on the accuracy, completeness and timeliness of the information provided by the client and the cooperation of the client and relevant third parties.
52.2 The services take place in the manner agreed in the agreement and within the agreed periods, or, in the absence thereof, within reasonable periods.
52.3 If the client wishes additional work or changes in scope, the provisions on additional work from chapter 12 apply.

Art. 53 Reporting and feedback
53.1 Odyssee.one periodically informs the client about progress and findings via the reporting moments and formats laid down in the agreement. Reports contain analyses, conclusions and, where applicable, concrete recommendations for follow-up steps.
53.2 The client ensures internal distribution and coordination of the reports provided by Odyssee.one and informs Odyssee.one of relevant responses or decisions resulting from the reports.

Art. 54 Confidentiality of advice
54.1 The client uses advice, reports and other confidential information solely for its own internal purposes. Disclosure to third parties, full or partial reproduction, and distribution is only permitted with prior written permission of Odyssee.one.

Art. 55 Fee for consultancy and advice services
55.1 The fee for advice and consultancy services is laid down in the agreement. In the absence of a specific payment schedule, Odyssee.one’s usual rates apply.
55.2 Unless agreed otherwise in writing, the fees are owed in arrears per calendar month.
55.3 Travel costs and other expenses of the advisers deployed by Odyssee.one are invoiced in accordance with the expense arrangement described in the agreement or, in the absence thereof, in accordance with Odyssee.one’s usual rules and rates.

Chapter 8. Secondment services

Art. 56 Applicability
The provisions in this chapter ‘Secondment services’ apply, in addition to the General Provisions and the provisions in chapters 6 and 7, if Odyssee.one makes employees available to the client for temporary deployment under the management and supervision of the client.

Art. 57 Deployment of employees
57.1 Odyssee.one makes the employee(s) mentioned in the agreement available to the client to carry out work under the management and supervision of the client. The results of this work are at the client’s risk.
57.2 Unless agreed otherwise in writing, the employee is available forty hours per week during Odyssee.one’s working days and hours laid down in the agreement.

Art. 58 Responsibilities of the client
58.1 The client provides a safe workplace and the necessary facilities, including a workspace, computer and network facilities, and all licences and software required for the work.
58.2 The client informs Odyssee.one in good time about intended temporary closures or other circumstances affecting the employee’s availability.

Art. 59 Replacement of employees
59.1 Odyssee.one is entitled to replace employees with others with equivalent qualifications. Odyssee.one notifies the client in advance of the intended replacement and the reasons for it.
59.2 If the replacement is the result of circumstances attributable to Odyssee.one and the client has well-founded objections, Odyssee.one will, in consultation, propose a suitable replacement.

Art. 60 Overtime and travel time
60.1 If, at the client’s request, the employee carries out work outside regular working hours or works more hours than agreed, the client owes the agreed overtime rate or, in the absence thereof, Odyssee.one’s usual rate.
60.2 Travel costs and time are charged in accordance with the arrangement laid down in the agreement or, in the absence thereof, Odyssee.one’s usual rates.

Art. 61 Payroll tax and social security contributions
61.1 Odyssee.one ensures the payment of payroll tax, social insurance contributions and other legally prescribed contributions for the employee made available.
61.2 Odyssee.one indemnifies the client against claims of tax or social security authorities with respect to these contributions, provided the client informs Odyssee.one without delay in writing of the existence and content of the claim and provides full cooperation in handling it.

Art. 62 Liability in secondment
62.1 Odyssee.one is not liable for damage caused by the employee during the performance of work, insofar as the client can be held liable under applicable legislation for the actions of hired-in employees (hirer’s liability).
62.2 The client indemnifies Odyssee.one against all claims of third parties, including the employee made available, arising from the employment or assignment relationship between Odyssee.one and the employee.

Chapter 9. Education and training

Art. 63 Applicability
The provisions in this chapter ‘Education and training’ apply, in addition to the General Provisions and the chapter-specific provisions included earlier, if Odyssee.one offers education, courses, workshops or training programmes.

Art. 64 Registration and participation
64.1 The client or participant registers for the relevant education or training in writing or via the registration form used by Odyssee.one. The registration is binding after written confirmation by Odyssee.one.
64.2 Odyssee.one keeps a list of participants. Each participant must ensure the accuracy of the personal data provided and report in good time if data changes or additional information is needed.

Art. 65 Cancellation and no-show
65.1 Cancellations by the client or participant are possible free of charge up to 14 calendar days before the start of the education or training.
65.2 In the event of cancellation between 14 and 7 calendar days before the start, Odyssee.one charges 50% of the course price.
65.3 In the event of cancellation within 7 calendar days before the start or in the event of non-attendance (‘no-show’), the full course price is owed.

Art. 66 Performance of training
66.1 The training offered by Odyssee.one is carried out on the date(s), time(s) and location(s) indicated in the agreement or in the course description, or via the agreed online platform.
66.2 Odyssee.one reserves the right to reschedule or cancel the training in the event of insufficient participants or unforeseen circumstances. In that case the client is informed and Odyssee.one offers the choice between an alternative date or full refund of the course fee paid.

Art. 67 Material and certification
67.1 Odyssee.one provides the necessary training materials in physical or digital form, such as participant manuals, presentations and exercise files.
67.2 After successful completion of the education or training, the participant receives a certificate of participation or a certificate, in accordance with the conditions stated in the course description.

Art. 68 Fee for education and training
68.1 The course prices are included in the course description or agreement. Unless agreed otherwise in writing, all amounts are owed in advance per calendar month or to be paid before the start of the training.
68.2 The course prices exclude: travel, accommodation and examination costs, unless expressly stated otherwise.

Art. 69 Liability and cancellation by Odyssee.one
69.1 Odyssee.one is not liable for direct or indirect damage as a result of participation in education or training, save in the event of intent or gross negligence of Odyssee.one’s management.
69.2 In the event of cancellation of the training by Odyssee.one due to force majeure or insufficient participants, the client receives the choice between an alternative date or full refund of the course fee paid.

Chapter 10. Hosting services

Art. 70 Applicability
The provisions in this chapter ‘Hosting services’ apply, in addition to the General Provisions and the provisions of chapter 2 ‘Services’, if Odyssee.one provides hosting services, including web hosting, cloud hosting, dedicated servers or colocation services.

Art. 71 Hosting agreement
71.1 Odyssee.one makes hosting services available to the client in accordance with the technical specifications specified in the agreement, such as storage capacity, bandwidth, databases and email accounts.
71.2 Odyssee.one has the right to change the infrastructure and technical environment in which the hosting services are provided, provided the functionality and performance for the client remain equivalent.

Art. 72 Use and restrictions
72.1 The client may only use the hosting services for legal purposes and may not infringe the rights of third parties.
72.2 The client is not permitted to:
a) use the hosting services for illegal activities, spam, malware distribution or other activities that may damage the infrastructure of Odyssee.one or third parties;
b) use the services in such a way that they adversely affect the stability, security or performance of the systems of Odyssee.one or other users;
c) gain access to systems, servers or accounts to which the client is not entitled.

Art. 73 Availability and maintenance
73.1 Odyssee.one strives for the highest possible availability of the hosting services. If a Service Level Agreement has been agreed, the availability percentages laid down therein apply.
73.2 Odyssee.one may temporarily interrupt the services for preventive maintenance, updates or repairs. Planned interruptions are, where possible, announced and carried out outside peak hours.

Art. 74 Back-ups and data recovery
74.1 Unless agreed otherwise in writing, the client is itself responsible for making back-ups of its data and files.
74.2 If Odyssee.one provides back-up services, this takes place according to the frequency and retention periods laid down in the agreement. Odyssee.one does not guarantee the completeness or usability of back-ups for data recovery.

Art. 75 Security
75.1 Odyssee.one takes reasonable security measures to protect the hosting infrastructure. The client remains itself responsible for the security of its own systems, applications and access data.
75.2 The client notifies Odyssee.one without delay of (suspected) security incidents connected with the hosting services.

Art. 76 Data traffic and resource consumption
76.1 If the client exceeds the agreed limits for data traffic, storage capacity or other resources, Odyssee.one may charge additional costs in accordance with the rates included in the agreement.
76.2 In the event of structural exceedance of resource limits, Odyssee.one may propose to adjust the agreement to a more suitable hosting package.

Art. 77 Migration and termination
77.1 Upon termination of the hosting agreement, Odyssee.one assists, against payment, with the migration of data to another hosting provider, provided this is technically possible.
77.2 After termination, all data and files are deleted within 30 days, unless the client has made other arrangements in good time for data transfer.

Art. 78 Fee for hosting services
78.1 Hosting fees are, unless agreed otherwise in writing, owed in advance per calendar month.
78.2 Costs for exceedance of resource limits and additional services are invoiced monthly in arrears.

Chapter 11. Purchase of equipment

Art. 79 Applicability
The provisions in this chapter ‘Purchase of equipment’ apply, in addition to the General Provisions and the ‘Services’ chapter, if Odyssee.one supplies equipment to the client, such as servers, workstations, network components or peripherals.

Art. 80 Offer and purchase agreement
80.1 A purchase agreement comes into being after written order confirmation by Odyssee.one. All quotations are without obligation, unless stated otherwise.
80.2 The client warrants the accuracy and completeness of the data provided by or on behalf of it to Odyssee.one on which Odyssee.one has based its offer.

Art. 81 Price and payment
81.1 All prices are exclusive of VAT and other levies. Payment must be made in euros according to the payment terms stated in the quotation or invoice.
81.2 In the absence of a payment schedule, the purchase price is owed within 30 days of the invoice date. In the event of late payment, the client owes statutory commercial interest without further notice of default.

Art. 82 Delivery and transfer of ownership
82.1 Delivery takes place ‘ex works’ Odyssee.one’s warehouse, unless agreed otherwise in writing.
82.2 The risk of loss or damage passes to the client on delivery.
82.3 Ownership of the delivered equipment remains with Odyssee.one until full payment has been received.

Art. 83 Installation and commissioning
83.1 If installation and commissioning have been agreed, Odyssee.one carries out this work under the conditions laid down in the agreement.
83.2 The client provides the necessary facilities and cooperation, including power supply, network access and physical access to the location.

Art. 84 Warranty on equipment
84.1 Odyssee.one grants the warranty period of the manufacturer or supplier, or, if this is longer, a warranty period of 12 months after delivery.
84.2 The warranty covers only the free repair or replacement of defective parts, provided defects are not the result of improper use, incorrect installation, incorrect operation or external factors.
84.3 The client must report defects in writing within a reasonable period after discovery.

Art. 85 Maintenance and service
85.1 After the warranty period, Odyssee.one offers maintenance and service contracts against payment in accordance with chapter 6.
85.2 Maintenance contracts are laid down in writing and contain arrangements about response times, availability and fees.

Art. 86 Return policy and right of withdrawal
86.1 The client cannot return equipment without further ado, unless agreed otherwise in writing. Defective equipment can be returned according to the return procedure of Odyssee.one or the manufacturer.
86.2 Where applicable, the 14-day right of withdrawal applies to consumers in accordance with the law, provided the equipment is returned unused and in its original packaging.

Art. 87 Liability for equipment
87.1 Odyssee.one is not liable for indirect or consequential damage due to defective equipment.
87.2 Liability for direct damage due to non-conformity of equipment is limited to repair, replacement or refund of the purchase price at Odyssee.one’s discretion.

Art. 88 Applicable law and disputes
88.1 Dutch law applies to purchase agreements, with the exclusion of the Vienna Sales Convention.
88.2 Disputes are preferably settled via ICT mediation, or submitted to the competent court in The Hague.

Art. 89 Amendment of conditions
89.1 Odyssee.one may amend these conditions. Amendments are announced in writing at least fourteen days before they take effect.
89.2 If the client does not object in writing within this period, the amendments are deemed accepted.

Art. 90 Invalidity
90.1 If any provision of these general terms and conditions is void, the remaining provisions remain in full force. The parties will then, as far as possible, agree a replacement provision that approximates the intent.

Chapter 12. Rental of equipment

Art. 91 Applicability
The provisions in this chapter ‘Rental of equipment’ apply, in addition to the General Provisions and chapter 11, if Odyssee.one rents equipment to the client.

Art. 92 Rental agreement
92.1 A rental agreement comes into being after written confirmation by Odyssee.one of the client’s rental request.
92.2 The rental agreement contains a specification of the rented equipment, the rental period, rental price and delivery conditions.

Art. 93 Rental period and extension
93.1 The rental period begins on the date stated in the agreement and runs until the agreed end date.
93.2 In the absence of an agreed period, the rental is entered into for the standard duration of one week, after which tacit extension takes place for the same period, unless terminated in writing no later than three working days before the end.

Art. 94 Rental price and payment
94.1 The rental price is exclusive of VAT and expenses for delivery, installation and removal, unless agreed otherwise.
94.2 Payment must be made in advance according to the payment terms stated in the agreement. In the event of late payment, the client owes statutory commercial interest.

Art. 95 Delivery and return
95.1 Odyssee.one delivers the rented equipment to the agreed location. The client bears the risk on delivery ‘ex works’ Odyssee.one’s warehouse or on delivery at the location.
95.2 After the end of the rental period, the client returns the equipment in good condition, with all accessories and documentation. Damage or loss is charged to the client.

Art. 96 Use and maintenance
96.1 The client uses the rented equipment carefully and solely for the intended purpose.
96.2 Minor daily maintenance is at the client’s expense. Major maintenance and repairs are at Odyssee.one’s expense, unless damage has been caused by improper use by the client.

Art. 97 Liability and insurance
97.1 The client is liable for loss, theft, damage or disappearance of rented equipment during the rental period.
97.2 The client will adequately insure rented equipment against all risks and, at Odyssee.one’s request, present proof of insurance.

Art. 98 Early termination
98.1 In the event of gross fault or attributable shortcoming of the client, including late payment or misuse of equipment, Odyssee.one may rescind the rental agreement with immediate effect and take back the equipment. Costs and damage are charged.

Art. 99 Extension and exchange
99.1 The client can extend the rental by requesting this in writing, at least three working days before the end of the current period.
99.2 Odyssee.one may, at an equal or higher rental price, allow equipment to be temporarily exchanged for equivalent replacement equipment, provided it is available.

Art. 100 End of rental and acquisition
100.1 At the end of the rental period, Odyssee.one collects the rented equipment or the client returns it.
100.2 If the parties agree that the client acquires the equipment, the provisions of chapter 11 ‘Purchase of equipment’ apply, with due observance of the rent already paid as a discount on the purchase price.

Chapter 13. Maintenance of equipment

Art. 101 Applicability
The provisions in this chapter ‘Maintenance of equipment’ apply, in addition to the General Provisions and chapters 11 and 12, if Odyssee.one offers maintenance contracts for equipment supplied by Odyssee.one or equipment provided by the client itself.

Art. 102 Maintenance agreement
102.1 A maintenance agreement comes into being after written confirmation by Odyssee.one of the maintenance offer. The agreement specifies the equipment, the maintenance level, response times and fees.
102.2 The term of the maintenance agreement is laid down in writing. Tacit extension takes place for the agreed period, unless terminated in writing no later than three months before expiry.

Art. 103 Work and service level
103.1 Maintenance comprises preventive and corrective maintenance, including periodic inspections, calibrations, replacement of parts on the basis of wear, and the remedying of malfunctions.
103.2 If a service level agreement has been agreed, the response times, resolution periods and availability percentages laid down therein apply. Without an SLA, Odyssee.one provides maintenance on a ‘best effort’ basis during the service days and hours indicated in the agreement.

Art. 104 Obligations of the client
104.1 The client ensures free access to the equipment, a safe working environment and the correct environmental conditions such as temperature, humidity and power supply.
104.2 The client must report malfunctions and incidents in writing with a clear description of the symptoms and circumstances under which the malfunction occurs.

Art. 105 Fee for maintenance
105.1 Maintenance fees are, unless agreed otherwise in writing, owed in advance per calendar month.
105.2 Extra work outside the agreed maintenance arrangement, such as emergency repairs or replacement of non-standard parts, is invoiced at the rates laid down in the agreement or Odyssee.one’s usual rates.

Art. 106 Replacement equipment
106.1 If equipment cannot be repaired within the agreed resolution period, Odyssee.one provides, where possible, temporary replacement equipment of equivalent specifications.
106.2 The client remains liable for damage to or loss of replacement equipment in accordance with the provisions on secondment and rental.

Art. 107 End of maintenance
107.1 Upon termination of the maintenance agreement, Odyssee.one’s maintenance obligation ends, save for ongoing repair orders accepted by the client.
107.2 After the end of the agreement, Odyssee.one may, if agreed, take back or dispose of remaining parts or written-off equipment under the conditions laid down in the agreement.

Art. 108 Warranty after maintenance
108.1 On maintenance and repair work carried out, Odyssee.one provides a warranty of three months after completion, provided the equipment has been operated by the client according to the user instructions and no external changes have been made.
108.2 The warranty covers only costs for renewed corrective work and any replacement of defective parts.