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 Software Solutions B.V. (hereinafter: 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
• Video, podcast and photo production

1.1bis Odyssee provides services exclusively in the areas expressly included in the agreement concluded with the client. All liability for work outside this agreed scope is expressly excluded, even if such work was performed by employees of Odyssee.

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.
1.5 In these general terms and conditions, ‘direct damage’ exclusively means: (a) the reasonable costs of determining the cause and extent of the damage; (b) the reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as referred to in this provision; and (c) the reasonable costs incurred to restore the agreed performance, insofar as those costs have actually been incurred. Loss of profit, missed savings, loss of turnover, reputational damage and all other financial loss that is not the direct and demonstrable result of the shortcoming are in all cases regarded as indirect damage.
1.6 These general terms and conditions are intended exclusively for, and apply exclusively to, agreements with clients acting in the course of a profession or business. Odyssee does not conclude agreements with consumers on the basis of these conditions.
1.7 In the event of any conflict between the agreement and these general terms and conditions, the provisions of the agreement, including the quote and the order confirmation, prevail. In the event of any conflict between a provision in chapter 1 (General provisions) and a provision in one of the other chapters, the provision in the specific chapter concerned prevails.
1.8 Odyssee is entitled to amend these general terms and conditions. Amendments are announced to the client in writing at least thirty days before the effective date. Agreements for a defined project concluded before the effective date remain subject to the conditions that applied when the agreement was concluded. Continuing agreements are subject to the amended conditions from the effective date; if an amendment is materially disadvantageous to the client, the client is entitled to terminate the agreement in writing free of charge before the effective date, with effect from that date.

Art. 1a Definitions
1a.1 Odyssee: Odyssee Software Solutions B.V., registered in the trade register of the Netherlands Chamber of Commerce under number 90380665, located at Beursplein 37, 3011 AA Rotterdam, the Netherlands.
1a.2 Client: the natural person or legal entity acting in the course of a profession or business that concludes or wishes to conclude an agreement with Odyssee.
1a.3 Agreement: any agreement between Odyssee and the client, including the quote, the order confirmation, any further arrangements and these general terms and conditions.
1a.4 Services: all services, products and goods to be supplied by Odyssee under the agreement.
1a.5 In writing: by letter or e-mail, or by any other electronic means of communication accepted by the parties for that purpose.

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. The provisions of this article are without prejudice to Odyssee’s obligations as a processor under chapter 15.
6.4 Insofar as Odyssee processes personal data on behalf of the client in the performance of the agreement, chapter 15 (Processing of personal data) applies.

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 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 until all amounts owed by the client to Odyssee under the agreement concluded between the parties have been paid in full to Odyssee. A client acting as a reseller may sell and deliver on all items subject to Odyssee’s retention of title insofar as this is customary in the context of the normal conduct of its business.
8.2 As long as ownership of delivered goods has not passed to the client, the client is not permitted to pledge these goods, transfer them by way of security or otherwise encumber them, save in the normal course of business as referred to in article 8.1.
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 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.

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 vest in Odyssee 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 retains the right to use realised projects for portfolio purposes and case studies, unless agreed otherwise in writing.
10.4 If Odyssee 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’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’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, 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 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 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 itself infringe an intellectual property right of that third party, on the condition that the client informs Odyssee 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. To that end the client will grant the necessary powers of attorney, information and cooperation to Odyssee to defend against these claims. This obligation to indemnify lapses if the alleged infringement is connected (i) with materials made available to Odyssee 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. If it is irrevocably established in law that the software, apps, websites, web shops, data files, equipment or other materials developed by Odyssee itself infringe any intellectual property right belonging to a third party, or if, in Odyssee’s opinion, there is a reasonable chance that such an infringement will occur, Odyssee 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 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 Odyssee 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 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 is never obliged to carry out data conversion, unless this has expressly been agreed in writing with the client.
10.11 Use by the client of (preliminary) results, designs, websites or other materials that have not yet been paid for in full, or use beyond the agreed scope, constitutes an infringement of the intellectual property rights of Odyssee. In that case the client shall forfeit, without any notice of default being required, an immediately payable penalty equal to three times the total fee agreed in the quote or agreement. If Odyssee’s damage exceeds the penalty, the client is also obliged to compensate the excess. Odyssee’s right to performance remains unaffected.
10.12 As long as the client has not paid all amounts due, Odyssee is entitled to suspend or take offline delivered websites, hosting, accounts and access to services, after the client has been notified in writing of the payment arrears and a period of at least seven days has passed without payment. Odyssee is not liable for any damage resulting from this.

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 strives for optimal ROI within the set budgets. Performance depends on external factors such as market conditions, seasonal influences and competition.
11.3 Odyssee endeavours to achieve a technical performance of websites in accordance with customary standards. A load time of less than 6 seconds under normal circumstances is a target value and not a guaranteed result.

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 By way of derogation from article 3.7, a notice period of one month applies to both parties for ongoing services, such as SEO and advertising management, unless otherwise provided in the agreement.
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 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. The client will always take the utmost care to ensure that the requirements which Odyssee’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, except where Odyssee 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 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 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’s management.
14.4 The workspace and facilities will meet all statutory requirements. The client indemnifies Odyssee against claims of third parties, including employees of Odyssee, 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 before the start of the work.
14.5 If the client makes software, equipment or other means available to Odyssee in connection with Odyssee’s services and products, the client warrants obtaining all necessary licences or approvals with respect to these means which Odyssee 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 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.
14.8 Odyssee is not liable for damage that is (partly) the result of incorrect, incomplete or late information, data, specifications, designs or instructions provided by the client. The client indemnifies Odyssee against all third-party claims arising from information provided or approved by the client. In the event of contributory fault on the part of the client within the meaning of article 6:101 of the Dutch Civil Code, Odyssee’s obligation to pay compensation is reduced proportionately, without prejudice to the other paragraphs of article 19.

Art. 15 Information obligations
15.1 To enable proper performance of the agreement by Odyssee, the client will always provide Odyssee with all data or information reasonably required by Odyssee in good time.
15.2 The client warrants the accuracy and completeness of the data, information, designs and specifications provided by it to Odyssee. If the data, information, designs or specifications provided by the client contain inaccuracies apparent to Odyssee, Odyssee 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’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 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 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 has accepted the decisions in writing. Odyssee 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 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 or agreed between the parties always count as target dates, do not bind Odyssee and are always of an indicative nature.
17.2 If any period threatens to be exceeded, Odyssee 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 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 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 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 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 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 is in default with respect to the essential part of that performance. Amounts that Odyssee 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 will never be liable to any compensation due to termination.
18.4 The client is entitled to terminate a contract for services entered into for a definite period prematurely in writing. In that case, the client remains liable for the fees that would have been payable had the agreement continued until the end of the agreed term. These amounts are immediately due and payable upon termination.
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 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 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’s services, then ends, without any act of termination on the part of Odyssee being required for this.

Art. 19 Liability of Odyssee
19.1 For marketing campaigns, Odyssee 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 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 due to an attributable shortcoming in the performance of the agreement or on any legal basis whatsoever, expressly including any shortcoming in the performance of a warranty obligation agreed with the client, is in all cases limited to the amount paid out in the case in question by Odyssee’s liability insurer, plus the deductible applicable to Odyssee. Odyssee undertakes to maintain adequate liability insurance for the duration of the agreement. If, for whatever reason, no payment is made under that insurance, liability is limited to a maximum of the amount invoiced by Odyssee to the client under the agreement concerned in the six calendar months preceding the event causing the damage (excl. VAT), with an absolute maximum of EUR 500,000 (five hundred thousand euros) per event and EUR 1,000,000 (one million euros) per calendar year.
19.5 The total liability of Odyssee 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 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, and damage connected with the engagement of suppliers prescribed by the client to Odyssee, is excluded. Also excluded is the liability of Odyssee connected with the mutilation, destruction or loss of data or documents.
19.7 The exclusions and limitations of liability of Odyssee described in articles 19.4 to 19.6 leave entirely unaffected the other exclusions and limitations of liability of Odyssee 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’s management.
19.9 Unless performance by Odyssee is permanently impossible, the liability of Odyssee due to an attributable shortcoming in the performance of an agreement only arises if the client gives Odyssee notice of default in writing without delay, setting a reasonable period to remedy the shortcoming, and Odyssee 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 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 in writing as soon as possible after it arises. Any claim for compensation against Odyssee lapses by the mere expiry of twenty-four months after the claim arises, unless the client has instituted legal proceedings for compensation before the expiry of that period. The client is furthermore obliged to report to Odyssee in writing and in detail any claim or circumstance that could give rise to a claim against Odyssee as soon as possible, but no later than three (3) months after that claim or circumstance becomes known, so that Odyssee can notify its liability insurer in good time. Failure to comply with this notification obligation in time affects the client’s right to compensation, insofar as Odyssee’s interests have been harmed as a result.
19.11 The client indemnifies Odyssee 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, 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 uses in the performance of the agreement.
19.13 Save in the event of intent or deliberate recklessness on the part of Odyssee’s management, Odyssee is not liable for damage resulting from errors, imperfections or defects in: (a) advice, designs, drawings, calculations, presentations or budgets; (b) content, copy, visual material or translations supplied by or on behalf of Odyssee; (c) certificates or audit reports issued; (d) insufficient supervision or direction. The client acknowledges that creative and strategic advice is partly based on subjective considerations and on information provided by the client. The risk of decisions taken by the client on the basis of advice or designs provided by Odyssee lies entirely with the client.
19.14 Odyssee is not liable for loss, corruption, destruction or damage of data, databases, software, source code or digital content, regardless of the cause, including cyber attacks, ransomware, viruses, hardware or software failures, human acts or omissions. The client is itself responsible for regularly making and keeping adequate back-ups of all data relevant to it, in accordance with article 74.1. Any failure by the client to do so is entirely at its own expense and risk.
19.15 Odyssee provides its services exclusively for clients established within geographical Europe. Liability for damage that manifests itself outside geographical Europe, or that is assessed under the law of the United States of America and/or Canada, is expressly excluded. The client warrants that it will not (re-)export the products and services of Odyssee to areas outside geographical Europe without the prior written consent of Odyssee.
19.16 Without prejudice to the provisions on back-ups (art. 74) and security (art. 75), the liability of Odyssee for damage to equipment, servers, configurations or other items entrusted by the client to Odyssee for management or hosting is limited to a maximum of EUR 50,000 (fifty thousand euros) per event and EUR 100,000 (one hundred thousand euros) per calendar year. For items that have been under Odyssee’s management for more than sixty (60) consecutive days, any liability for damage to those items is excluded, unless there is intent or deliberate recklessness on the part of Odyssee’s management.
19.17 Odyssee is not liable for fines, penalty payments or administrative sanctions imposed on the client by a supervisory authority, not even if Odyssee acted as a processor of personal data under the agreement or was otherwise involved in the circumstance that led to the sanction. The client indemnifies Odyssee against all claims by supervisory authorities directly or indirectly related to the obligations under the GDPR or other laws and regulations to be complied with by the client as controller.
19.18 Insofar as damage or a breach of security obligations is the result of the client’s failure to comply with the security obligations set out in article 7 and article 75 of these general terms and conditions, or of the client’s failure to comply in time with the notification obligation of article 75.2, any liability of Odyssee for that damage lapses. In the event of a combination of shortcomings by the client and shortcomings by Odyssee, the obligation to pay compensation is reduced in proportion to the extent to which the circumstances attributable to each party contributed to the damage.
19.19 If Odyssee uses third parties not prescribed by the client in the performance of the agreement, Odyssee is liable for shortcomings of those third parties only insofar as Odyssee can reasonably recover the claim for compensation against it from the third party concerned, or insofar as the shortcoming also constitutes an attributable shortcoming of Odyssee itself. In all other cases, the liability of Odyssee for shortcomings of engaged third parties is limited to recovering the client’s claim from that third party on behalf of the client, unless there is intent or deliberate recklessness on the part of Odyssee’s management.

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 includes, among other things: (i) force majeure of Odyssee’s suppliers, (ii) improper performance of obligations of suppliers prescribed by the client to Odyssee, (iii) defectiveness of items, equipment, software or materials of third parties whose use was prescribed by the client to Odyssee, (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 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’s usual rates. Odyssee 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 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 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 and the client are governed by Dutch law. The applicability of the 1980 Vienna Sales Convention (CISG) is excluded.
23.2 All disputes arising in connection with the agreement concluded between the parties or with further agreements resulting therefrom are submitted exclusively, at first instance, to the District Court of Rotterdam (Rechtbank Rotterdam). If a dispute falls within the jurisdiction of the subdistrict court (kantonrechter), the subdistrict court of the District Court of Rotterdam has jurisdiction.
23.3 The provisions of article 23.2 are without prejudice to the right of each of the parties to request relief in summary proceedings or to take precautionary 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 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 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 are carried out on the basis of an obligation to use best efforts (inspanningsverbintenis), unless and insofar as Odyssee 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 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’s management.
24.3 If the agreement has been entered into with a view to performance by one particular person, Odyssee is always entitled to replace this person with one or more persons with the same and/or similar qualifications.
24.4 Odyssee 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’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 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 due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond Odyssee’s control, are left out of consideration. Subject to evidence to the contrary to be provided by the client, the availability measured by Odyssee 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 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 will keep the back-up for the agreed period, and in the absence of arrangements thereon, for the period customary at Odyssee. Odyssee 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 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 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 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 in the field of SaaS.
27.2 If Odyssee 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 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 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 bears the costs of this change.
27.4 Odyssee may continue performance of the SaaS service using a new or modified version of the software. Odyssee is not obliged to maintain, change or add specific properties or functionalities of the service or software for the client.
27.5 Odyssee may put the SaaS service wholly or partly out of service temporarily for preventive, corrective or adaptive maintenance or other forms of service. Odyssee 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 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 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 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 itself and the relevant defects have been reported in writing to Odyssee by the client in detail. Odyssee may, where applicable, postpone the repair of the defects until a new version of the software is put into use. Odyssee does not warrant that defects in software not developed by Odyssee itself will be remedied. Odyssee 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 may charge the client the costs of repair according to its usual rates.
28.2 On the basis of the information provided by Odyssee 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 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. Odyssee is never obliged to restore mutilated or lost data.
28.3 Odyssee 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 Insofar as Odyssee processes personal data on behalf of the client in providing the SaaS service, the client is the controller and Odyssee the processor within the meaning of the General Data Protection Regulation (GDPR). Chapter 15 (Processing of personal data) applies. The obligations that the client has as controller towards data subjects, such as providing information and handling requests for access, rectification and erasure, rest with the client.
29.2 Odyssee assists the client in complying with these obligations in accordance with article 120.

Art. 30 Commencement of the service; fee
30.1 Performance of the SaaS service to be provided by Odyssee 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 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 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 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’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 may require that the client not put the software into use until the client has obtained from Odyssee, its suppliers or the producer of the software one or more codes required for use. Odyssee 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, concerning compliance with the agreed use restrictions. At Odyssee’s first request, the client will grant access to its buildings and systems. Odyssee 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 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 is asked to provide maintenance and/or support with respect to the software, Odyssee may require the client to enter into a separate written agreement for this.

Art. 32 Delivery and installation
32.1 Odyssee 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, or make the software available online to the client for delivery. Any agreed user documentation is provided, at Odyssee’s discretion, in paper or digital form in a language determined by Odyssee.
32.2 Only if this has been agreed will Odyssee 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’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 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 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 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 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 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 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 in writing, clearly, in detail and comprehensibly no later than the last day of the test period. Odyssee will use its best efforts to repair the said errors within a reasonable period, whereby Odyssee 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’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 that do not materially impair the agreed functionality and that are in accordance with the design approved by the client or the agreed specifications, such as aesthetic choices in 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 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 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 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. 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 in writing without delay. At or after the end of the agreement, Odyssee 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 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;

b. if the parties have agreed that Odyssee 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. Odyssee 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’s permission.

Art. 37 Warranty
37.1 Odyssee will use its best efforts to repair errors within a reasonable period if these are reported in writing to Odyssee in detail within a period of three months after delivery, or, if an acceptance test has been agreed, within three months after acceptance. Odyssee does not warrant that the software is suitable for the actual and/or intended use. Nor does Odyssee 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 will charge the costs of repair according to its usual rates.
37.2 Odyssee 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. The repair obligation lapses if the client makes or has made changes to the software without written permission of Odyssee.
37.3 Repair of errors takes place at a location and in a manner to be determined by Odyssee. Odyssee is entitled to implement temporary solutions or program workarounds or problem-avoiding limitations in the software.
37.4 Odyssee is never obliged to restore mutilated or lost data.
37.5 Odyssee 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 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 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 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 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 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 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 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 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 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 is not obliged to repair errors, unless expressly agreed otherwise in writing.
39.5 In the absence of specific arrangements thereon, Odyssee 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 to carry out the work outside the usual working days and working hours at the office or location of the client.
39.7 Odyssee’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’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, Odyssee may require the client to enter into a separate written agreement for this. This work is charged separately at Odyssee’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 will ‘host’ the software and/or website and/or web shop on its own computer system for the benefit of the client, Odyssee 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 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 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 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 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 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.
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 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 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 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 provides support on a ‘best effort’ basis during the service days and hours indicated in the agreement. Outside these hours, Odyssee 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’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’s incident response in accordance with the escalation procedure described in the SLA or agreement.
49.2 Odyssee 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 end, save for ongoing work agreed after termination in a transitional arrangement.
50.2 After termination, Odyssee 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 provides advice, consultancy or other knowledge services.

Art. 52 Performance of advice and consultancy services
52.1 Odyssee 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 in article 21 apply.

Art. 53 Reporting and feedback
53.1 Odyssee 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 and informs Odyssee 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.

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’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 are invoiced in accordance with the expense arrangement described in the agreement or, in the absence thereof, in accordance with Odyssee’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 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 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’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 in good time about intended temporary closures or other circumstances affecting the employee’s availability.

Art. 59 Replacement of employees
59.1 Odyssee is entitled to replace employees with others with equivalent qualifications. Odyssee 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 and the client has well-founded objections, Odyssee 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’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’s usual rates.

Art. 61 Payroll tax and social security contributions
61.1 Odyssee ensures the payment of payroll tax, social insurance contributions and other legally prescribed contributions for the employee made available.
61.2 Odyssee indemnifies the client against claims of tax or social security authorities with respect to these contributions, provided the client informs Odyssee 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 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 against all claims of third parties, including the employee made available, arising from the employment or assignment relationship between Odyssee 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 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. The registration is binding after written confirmation by Odyssee.
64.2 Odyssee 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 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 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 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 offers the choice between an alternative date or full refund of the course fee paid.

Art. 67 Material and certification
67.1 Odyssee 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
69.1 Odyssee 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’s management.
69.2 In the event of cancellation of the training by Odyssee 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 provides hosting services, including web hosting, cloud hosting, dedicated servers or colocation services.

Art. 71 Hosting agreement
71.1 Odyssee 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 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 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 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 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 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 provides back-up services, this takes place according to the frequency and retention periods laid down in the agreement. Odyssee does not guarantee the completeness or usability of back-ups for data recovery.
74.3 Odyssee is never obliged to restore corrupted or lost data. If Odyssee carries out recovery work at the client’s request, this is done to the best of its ability and on the basis of a best-efforts obligation, and the costs thereof are charged separately to the client at Odyssee’s usual rates.

Art. 75 Security
75.1 Odyssee 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 without delay of (suspected) security incidents connected with the hosting services.
75.3 Without prejudice to the provisions of article 74 and articles 75.1 and 75.2, the liability of Odyssee for damage to equipment, servers, configurations or other items entrusted by the client to Odyssee for management or hosting is limited to a maximum of EUR 50,000 per event and EUR 100,000 per calendar year. For items that have been under Odyssee’s management for more than sixty (60) consecutive days, any liability for damage to those items is excluded, unless there is intent or deliberate recklessness on the part of Odyssee’s management. This article is an elaboration of article 19.16 for the specific context of 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 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 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 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. Video, podcast and photo production

Art. 79 Applicability
The provisions in this chapter 'Video, podcast and photo production' apply, in addition to the General Provisions, if Odyssee provides video, podcast and/or photo productions, including preparation, scouting days, shooting and recording days and post-production.

Art. 80 Definitions
80.1 Production day: any shooting, recording or scouting day scheduled by Odyssee on behalf of the client.
80.2 Crew member: any person scheduled by Odyssee for a production day, including employees of Odyssee and freelancers engaged by Odyssee. The highest number of crew members stated in the quote, the order confirmation or the production document or call sheet provided to the client is decisive.
80.3 Working day: Monday to Friday, excluding public holidays generally recognised in the Netherlands.
80.4 Costs incurred: all costs that Odyssee has incurred for the production or has committed to towards third parties and that cannot be cancelled free of charge, including but not limited to equipment rental, transport and travel costs, location rental, permits, catering, accommodation and the engagement of talent, actors and other third parties.
80.5 Production amount: the amount stated in the quote or order confirmation for the production day concerned, consisting of the fee for crew and equipment, excluding travel and accommodation costs.
80.6 Day rate: the day rate of the crew member concerned as stated in the quote or order confirmation or, failing that, EUR 750 excluding VAT.

Art. 81 Booking and deposit
81.1 Production days are reserved as soon as the client has accepted the quote or order confirmation. Unless agreed otherwise in writing, the client owes a deposit of 50% of the total order value upon acceptance.
81.2 The deposit must be received by Odyssee no later than five working days before the first scheduled production day.
81.3 If the deposit has not been received in time, Odyssee is entitled to release the reserved production days and to suspend performance of the assignment. This counts as a cancellation by the client within five working days before the production day, to which article 82.3 applies.
81.4 In the event of cancellation or rescheduling, the deposit is not refunded but is offset against the amounts owed under article 82. Any part of the deposit remaining after offsetting serves as a credit for a new production taking place within twelve months of the original production day.

Art. 82 Cancellation and rescheduling by the client
82.1 Cancellation or rescheduling of a production day by the client must be made in writing, including by e-mail. The moment of receipt by Odyssee is decisive.
82.2 In the event of cancellation or rescheduling no later than five working days before the scheduled production day, the client owes all costs incurred.
82.3 In the event of cancellation or rescheduling within five working days before the scheduled production day, the client owes, in addition to all costs incurred, a cancellation fee per cancelled or rescheduled production day of EUR 750 excluding VAT per crew member or, if higher, the production amount for that day. Shooting, recording and scouting days are treated equally in this respect.
82.4 The provisions of article 82.3 also apply if a production day cannot take place due to a cause attributable to the client, including illness or absence of speakers, presenters or staff provided by the client, the unavailability of a location arranged by the client and the absence of required permissions.
82.5 The provisions of this article apply accordingly to the part of the assignment that lapses if the client reduces the number of production days, the number of crew members or the scope of the production.
82.6 Circumstances on the client's side, including illness or absence of the client's staff or speakers, internal organisational changes, changed priorities and the withdrawal or absence of budget, do not constitute force majeure between the parties and are at the client's risk.
82.7 In the event of rescheduling, the new production day is set in consultation and counts as a new booking. Amounts owed under this article are not offset against the fee for the new production day.
82.8 The cancellation fee serves as compensation for the reserved capacity that Odyssee cannot deploy for other assignments at short notice and is without prejudice to the right of Odyssee to payment for work already performed, such as preparation and scripting.
82.9 Amounts owed under this article are immediately due and payable and must be paid within fourteen days of the invoice date.

Art. 83 Performance and costs
83.1 A production day comprises a maximum of ten hours, including waiting time, calculated from the agreed start time on location. For each commenced hour beyond that, the client owes a fee per crew member of one eighth of the day rate of the crew member concerned.
83.2 Waiting time resulting from a cause attributable to the client, such as speakers, the location or required permissions not being available in time, counts as working time. If the production cannot take place in whole or in part as a result, the fee for the production day is owed in full.
83.3 If an outdoor shoot is not expected to take place responsibly or in the agreed quality due to weather conditions, Odyssee decides, after consultation with the client, no later than 24 hours before the start of the production day whether it will go ahead. If Odyssee decides to reschedule, the client owes no cancellation fee, but does owe the costs incurred. If the client reschedules a production day due to weather conditions without the consent of Odyssee, this counts as a cancellation within the meaning of article 82.
83.4 If a crew member of Odyssee is unavailable due to illness or another unforeseen circumstance, Odyssee will make every effort to arrange a replacement of equivalent level. If replacement is not possible, the production day will be rescheduled in consultation without the client owing a cancellation fee or costs incurred.
83.5 In the cases referred to in articles 83.3 and 83.4, Odyssee is not obliged to compensate any damage or costs of the client.
83.6 Travel and accommodation costs are charged on the basis of the costs actually incurred. An amount for travel and accommodation costs stated in the quote or order confirmation is an indicative estimate, unless it is expressly designated therein as a fixed price.
83.7 The following applies: (a) travel by car or van is charged at EUR 0.35 excluding VAT per kilometre driven per vehicle, plus the actual toll and parking costs; (b) travel by train, other public transport or air is charged at the actual costs; (c) overnight stays are charged at the actual costs based on the invoice of the accommodation. Travel time and meals of crew members are not charged separately.
83.8 If the actual travel and accommodation costs are expected to exceed the estimate in the quote by more than 15%, Odyssee will notify the client as soon as possible. Costs that were reasonably necessary and could not be foreseen remain payable even without prior notification.
83.9 At the request of the client, Odyssee provides a specification of the travel and accommodation costs charged, together with the underlying receipts or invoices.
83.10 Third-party costs incurred for the production, including equipment rental, the engagement of freelancers, talent and actors, location rental, permits and catering, are passed on with a surcharge of 10%, unless agreed otherwise in writing. This surcharge also applies to such costs owed under article 81 or 82. No surcharge is charged on travel and accommodation costs as referred to in articles 83.6 and 83.7.

Art. 84 Third-party rights and right of use
84.1 The client ensures that all persons recorded in image or sound at the request or on behalf of the client have given prior consent to the recording and its intended use, and warrants this towards Odyssee.
84.2 The client arranges the required permissions and permits for recordings at locations provided by the client, unless it has been agreed in writing that Odyssee will arrange this.
84.3 The client indemnifies Odyssee against claims by third parties, including claims based on portrait rights or the General Data Protection Regulation, relating to persons, locations or materials provided by the client.
84.4 Music, stock footage, fonts and other third-party materials are used under the licence terms of the relevant rights holder. Use by the client is limited to the channels, duration and applications permitted by the relevant licence. Licence costs are passed on to the client unless agreed otherwise.
84.5 After full payment, the client obtains the right to use the delivered final products in accordance with the agreed scope and the provisions of article 10.

Chapter 12. Purchase of equipment

Art. 85 Applicability
The provisions in this chapter ‘Purchase of equipment’ apply, in addition to the General Provisions and the ‘Services’ chapter, if Odyssee supplies equipment to the client, such as servers, workstations, network components or peripherals.

Art. 86 Offer and purchase agreement
86.1 A purchase agreement comes into being after written order confirmation by Odyssee. All quotations are without obligation, unless stated otherwise.
86.2 The client warrants the accuracy and completeness of the data provided by or on behalf of it to Odyssee on which Odyssee has based its offer.

Art. 87 Price and payment
87.1 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.
87.2 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. 88 Delivery and transfer of ownership
88.1 Delivery takes place ‘ex works’ Odyssee’s warehouse, unless agreed otherwise in writing.
88.2 The risk of loss or damage passes to the client on delivery.
88.3 Ownership of the delivered equipment remains with Odyssee until full payment has been received.

Art. 89 Installation and commissioning
89.1 If installation and commissioning have been agreed, Odyssee carries out this work under the conditions laid down in the agreement.
89.2 The client provides the necessary facilities and cooperation, including power supply, network access and physical access to the location.

Art. 90 Warranty on equipment
90.1 Odyssee grants the warranty period of the manufacturer or supplier, or, if this is longer, a warranty period of 12 months after delivery.
90.2 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.
90.3 The client must report defects in writing within a reasonable period after discovery.

Art. 91 Maintenance and service
91.1 After the warranty period, Odyssee offers maintenance and service contracts against payment in accordance with chapter 6.
91.2 Maintenance contracts are laid down in writing and contain arrangements about response times, availability and fees.

Art. 92 Return policy and right of withdrawal
92.1 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 or the manufacturer.
92.2 Since these conditions apply exclusively to clients acting in the course of a profession or business (article 1.6), a statutory right of withdrawal for consumers does not apply.

Art. 93 Liability for equipment
93.1 Odyssee is not liable for indirect or consequential damage due to defective equipment.
93.2 Liability for direct damage due to non-conformity of equipment is limited to repair, replacement or refund of the purchase price at Odyssee’s discretion.

Art. 94 Applicable law and disputes
94.1 Dutch law applies to purchase agreements, with the exclusion of the Vienna Sales Convention.
94.2 Article 23 applies to disputes.

Art. 95 Amendment of conditions
95.1 Article 1.8 applies to amendments of these conditions.

Art. 96 Invalidity
96.1 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 13. Rental of equipment

Art. 97 Applicability
The provisions in this chapter ‘Rental of equipment’ apply, in addition to the General Provisions and chapter 12, if Odyssee rents equipment to the client.

Art. 98 Rental agreement
98.1 A rental agreement comes into being after written confirmation by Odyssee of the client’s rental request.
98.2 The rental agreement contains a specification of the rented equipment, the rental period, rental price and delivery conditions.

Art. 99 Rental period and extension
99.1 The rental period begins on the date stated in the agreement and runs until the agreed end date.
99.2 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. 100 Rental price and payment
100.1 The rental price is exclusive of VAT and expenses for delivery, installation and removal, unless agreed otherwise.
100.2 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. 101 Delivery and return
101.1 Odyssee delivers the rented equipment to the agreed location. The client bears the risk on delivery ‘ex works’ Odyssee’s warehouse or on delivery at the location.
101.2 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. 102 Use and maintenance
102.1 The client uses the rented equipment carefully and solely for the intended purpose.
102.2 Minor daily maintenance is at the client’s expense. Major maintenance and repairs are at Odyssee’s expense, unless damage has been caused by improper use by the client.

Art. 103 Liability and insurance
103.1 The client is liable for loss, theft, damage or disappearance of rented equipment during the rental period.
103.2 The client will adequately insure rented equipment against all risks and, at Odyssee’s request, present proof of insurance.

Art. 104 Early termination
104.1 In the event of gross fault or attributable shortcoming of the client, including late payment or misuse of equipment, Odyssee may rescind the rental agreement with immediate effect and take back the equipment. Costs and damage are charged.

Art. 105 Extension and exchange
105.1 The client can extend the rental by requesting this in writing, at least three working days before the end of the current period.
105.2 Odyssee may, at an equal or higher rental price, allow equipment to be temporarily exchanged for equivalent replacement equipment, provided it is available.

Art. 106 End of rental and acquisition
106.1 At the end of the rental period, Odyssee collects the rented equipment or the client returns it.
106.2 If the parties agree that the client acquires the equipment, the provisions of chapter 12 ‘Purchase of equipment’ apply, with due observance of the rent already paid as a discount on the purchase price.

Chapter 14. Maintenance of equipment

Art. 107 Applicability
The provisions in this chapter ‘Maintenance of equipment’ apply, in addition to the General Provisions and chapters 12 and 13, if Odyssee offers maintenance contracts for equipment supplied by Odyssee or equipment provided by the client itself.

Art. 108 Maintenance agreement
108.1 A maintenance agreement comes into being after written confirmation by Odyssee of the maintenance offer. The agreement specifies the equipment, the maintenance level, response times and fees.
108.2 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. 109 Work and service level
109.1 Maintenance comprises preventive and corrective maintenance, including periodic inspections, calibrations, replacement of parts on the basis of wear, and the remedying of malfunctions.
109.2 If a service level agreement has been agreed, the response times, resolution periods and availability percentages laid down therein apply. Without an SLA, Odyssee provides maintenance on a ‘best effort’ basis during the service days and hours indicated in the agreement.

Art. 110 Obligations of the client
110.1 The client ensures free access to the equipment, a safe working environment and the correct environmental conditions such as temperature, humidity and power supply.
110.2 The client must report malfunctions and incidents in writing with a clear description of the symptoms and circumstances under which the malfunction occurs.

Art. 111 Fee for maintenance
111.1 Maintenance fees are, unless agreed otherwise in writing, owed in advance per calendar month.
111.2 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’s usual rates.

Art. 112 Replacement equipment
112.1 If equipment cannot be repaired within the agreed resolution period, Odyssee provides, where possible, temporary replacement equipment of equivalent specifications.
112.2 The client remains liable for damage to or loss of replacement equipment in accordance with the provisions on secondment and rental.

Art. 113 End of maintenance
113.1 Upon termination of the maintenance agreement, Odyssee’s maintenance obligation ends, save for ongoing repair orders accepted by the client.
113.2 After the end of the agreement, Odyssee may, if agreed, take back or dispose of remaining parts or written-off equipment under the conditions laid down in the agreement.

Art. 114 Warranty after maintenance
114.1 On maintenance and repair work carried out, Odyssee 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.
114.2 The warranty covers only costs for renewed corrective work and any replacement of defective parts.

Chapter 15. Processing of personal data

Art. 115 Applicability and roles
115.1 This chapter constitutes a data processing agreement within the meaning of Article 28(3) GDPR and applies insofar as Odyssee processes personal data on behalf of the client in the performance of the agreement. The client is the controller and Odyssee the processor.
115.2 The subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subjects are described in Annex 1 to these conditions and, where applicable, in the agreement.
115.3 If the parties have concluded a separate data processing agreement in writing, that agreement prevails over this chapter.

Art. 116 Instructions
116.1 Odyssee processes personal data only on documented instructions from the client, including the agreement, also with regard to transfers to countries outside the European Economic Area, unless required to do so by Union or Member State law to which Odyssee is subject. In that case, Odyssee informs the client of that legal requirement before processing, unless that law prohibits such information.
116.2 Odyssee immediately informs the client if, in its opinion, an instruction infringes the GDPR or other data protection provisions.
116.3 The client warrants that the processing of personal data is lawful, including that there is a valid legal basis and that data subjects have been properly informed, and indemnifies Odyssee against third-party claims arising from any failure to comply with this.

Art. 117 Confidentiality and security
117.1 Odyssee ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
117.2 Taking into account the state of the art, the costs of implementation and the risks of the processing, Odyssee implements appropriate technical and organisational measures as referred to in Article 32 GDPR, including access control, the use of encrypted connections, back-ups and the timely installation of security updates. The client acknowledges that these measures, together with the measures to be taken by the client itself, provide an appropriate level of security.

Art. 118 Sub-processors
118.1 The client grants Odyssee general written authorisation to engage sub-processors. The sub-processors engaged by Odyssee are listed in Annex 1.
118.2 Odyssee informs the client in advance of any intended addition or replacement of a sub-processor. The client may object in writing, stating reasons, within fourteen days of this notification. If the parties do not reach a solution, the client is entitled to terminate the service concerned in writing free of charge.
118.3 Odyssee imposes on sub-processors at least the same data protection obligations as those set out in this chapter. By way of derogation from article 19.19, Odyssee remains responsible to the client for the performance of the obligations of sub-processors; the other provisions of article 19 continue to apply in full.

Art. 119 Transfers outside the European Economic Area
119.1 Odyssee only transfers personal data to countries outside the European Economic Area if appropriate safeguards exist as referred to in Chapter V GDPR, such as an adequacy decision (including the EU-US Data Privacy Framework) or standard contractual clauses adopted by the European Commission.

Art. 120 Assistance
120.1 Taking into account the nature of the processing and the information available to it, Odyssee provides the client with reasonable assistance in handling requests from data subjects and in complying with the obligations under Articles 32 to 36 GDPR, including carrying out a data protection impact assessment.
120.2 Odyssee may charge the reasonable costs of this assistance at its usual rates, unless the assistance results from a shortcoming on the part of Odyssee.

Art. 121 Personal data breaches
121.1 Odyssee informs the client without undue delay and no later than 24 hours after becoming aware of a personal data breach relating to personal data that Odyssee processes on behalf of the client.
121.2 In doing so, Odyssee provides, insofar as available, information on the nature of the breach, the categories and approximate number of data subjects and personal data records concerned, the likely consequences and the measures taken or proposed, and supplements this information as soon as more becomes known.
121.3 The client decides whether the breach is notified to the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) and/or to data subjects. Odyssee provides reasonable cooperation in this respect.

Art. 122 Audit
122.1 At the client’s request, Odyssee makes available all information necessary to demonstrate compliance with this chapter.
122.2 The client is entitled, no more than once per calendar year or earlier in the event of a concrete suspicion of a shortcoming, to have an audit carried out by an independent expert bound by confidentiality. The client announces the audit in writing at least thirty days in advance. The costs of the audit are borne by the client, unless the audit reveals a material shortcoming on the part of Odyssee.

Art. 123 End of processing
123.1 After termination of the agreement, Odyssee makes the personal data available to the client in a customary format, provided that the client requests this in writing within thirty days of termination.
123.2 After this period, Odyssee deletes the personal data, unless storage is required under Union or Member State law. Personal data in back-ups is deleted in the normal back-up cycle.

Annex 1. Specification of the processing of personal data

Subject matter and duration: the processing takes place in the context of the performance of the agreement and lasts for as long as the agreement is in force, with due observance of article 123.
Nature and purpose of the processing, per service:
a) Hosting, maintenance and support of websites and web shops: storage, back-up and management of website data, including form submissions, accounts and orders, for the purpose of keeping the website available and secure.
b) Online marketing, analytics and server-side tracking: collecting and analysing usage and conversion data and managing advertising accounts, for the purpose of campaign management and reporting.
c) SEO, content and AI applications: processing website content and data supplied by the client, partly by means of AI applications, for the purpose of optimisation and content production.
d) Video, podcast and photo production: recording, editing and storing image and sound recordings of persons for the purpose of the production.
e) Payments: setting up and managing payment functionality for the purpose of handling payments.
Categories of data subjects: website visitors, (prospective) customers and leads of the client, employees and contact persons of the client, and persons recorded in image or sound.
Types of personal data: name and contact details, online identifiers (such as IP addresses and cookie IDs), usage and behavioural data, image and sound recordings, order and transaction data and other data supplied by the client. Special categories of personal data are only processed if agreed in writing.
Sub-processors:
Hostinger: hosting of websites, databases and e-mail.
Google (Google Workspace, Google Cloud and Google Analytics): e-mail and document management, server-side tagging and web analytics.
Anthropic and OpenAI: AI applications for content, analysis and SEO.
Stripe: payment processing.