1. Definitions

Proposal / Offer

any proposal of Reassure to enter into an Agreement;



Business Secrets

all information that completely or partially is not known to others than Parties or that is not general knowledge to or easily accessible by others than Parties in the person of those who normally deal with such information;




all (additional) services and/or (technical) activities, of any nature whatsoever, that are conducted by Reassure on account of the Agreement, also including the carrying out of consultancy services and the development and/or providing for use of Software;



Continuing performance

an Agreement from which a continuing undertaking flows or an obligation during a certain period of time to deliver a performance periodically, or each time when a Party expresses such wish;



IP rights

all rights of intellectual property and associated rights, such as copyrights and databank rights, as well as rights to Business Secrets and know-how, that flow from the results of the Services and Software;




the natural person(s) and/or legal person(s) to whom Reassure makes an offer for the delivery of Products, the conducting of Services and/or with whom Reassure enters into an Agreement;




any agreement between Parties on grounds of which Reassure provides Services to




Reassure and Client;



Personal Data

all information regarding an identified or identifiable natural person;




the private limited liability company Reassure B.V. (listed in the Trade Register of the Chamber of Commerce under number 58096973, being the user of the Conditions;




by letter, electronic message, or writ;




all software provided or delivered, whether or not on grounds of user licenses, to Client and/or developed for the benefit of Client and/or other software-related means, including software interfaces, (mobile) applications, web applications and/or (other) control and/or user environments provided by or via Reassure to Client, also including, though not limited to, Microsoft Azure, also including instruction documents and other information associated with the software;



Confidential Information

all information of a confidential nature that Parties have at their disposal, including (i) Personal Data and (ii) Business Secrets;




these terms and conditions of Reassure.

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2. Scope

These Conditions are applicable to all Offers and Agreements and to all undertakings that flow therefrom and that build thereupon.


If the Conditions have been applicable to an Agreement, they automatically are applicable - without needing to establish this separately between Parties - to any Agreement concluded successively, unless it is expressly established otherwise in Writing in the relevant Agreement.


In case of the nullity or annulment by Client of one or more provisions of the Conditions, the other provisions of the Conditions remain fully applicable to the Agreement. Parties will enter into consultations to replace a void or annulled provision of the Conditions by a provision that is valid or non-annullable respectively and that aligns as much as possible with the purpose and tenor of the void or respectively annulled provision.


To the extent an Agreement derogates from one or more provisions of the Conditions, what is established in the Agreement prevails over the Conditions. The other provisions of the Conditions in such case remain fully applicable to the Agreement.


If translations of these Conditions have been issued it applies that the version in Dutch prevails over the version(s) in a different language.

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3. Offers

Unless expressly stated otherwise, an Offer is non-committal and valid during the term stated in the Offer. If the Offer does not state a term for acceptance, the Offer lapses in any event fourteen (14) days after the date stated in the Offer.


An Offer accepted by Client within the term of validity can be revoked by Reassure during five (5) business days after the date of receipt of the acceptance without stating grounds, without leading to any obligation of Reassure to compensate such damage as may have been incurred by Client as a result.


If Client provides Reassure with information with an eye on the issuing of an Offer, Reassure may assume the correctness of such information and it will base its Offer thereupon. Client safeguards Reassure against any claim by third parties with respect to the use of information provided by or on behalf of Client.


A price list provided by Reassure to Client or other summary listing prices in a general sense is not an Offer.

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4. Adoption of agreements

With due observance of what is established otherwise in the Conditions, an Agreement is only adopted:

  1. through acceptance by Client of an Offer; or
  2. by Written order confirmation of an assignment granted by Client (verbally or in Writing) otherwise than on the basis of an Offer; or
  3. because Reassure factually implements an assignment of Client.


The Agreement comes instead of and replaces all earlier proposals, correspondence, arrangements, or other communications between Parties that have occurred prior to the adoption of the Agreement.


Modifications and/or additions to the Agreement are only valid after the Written acceptance thereof by Reassure. Reassure is not obliged to accept modifications and/or additions to an Agreement. Reassure is authorized to pass on any possible costs regarding the modifications and/or additions to the Agreement to Client.


Commitments by and arrangements with subordinates or representatives of Reassure only bind Reassure vis-a-vis Client if and to the extent these commitments and/or arrangements have been ratified or confirmed by Reassure to Client in Writing.

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5. Prices and rates

Prices listed in an Offer or Agreement are stated in Euros and are - unless expressly indicated otherwise - exclusive of sales tax and/or other government-imposed levies.


If an assignment is granted to Reassure by Client without a price having been established, it is carried out, regardless of Offers made earlier or prices applied before, against the price that is effective at the time of the implementation of the Agreement.


If four (4) months expire after the date on which the Agreement is concluded and compliance therewith by Reassure has not
yet been completed (otherwise than as a consequence of an attributable shortcoming of Reassure), an increase to one or more price-determining factors (at the reasonable discretion of Reassure) may be passed on to Client. Payment of the price increase occurs simultaneously with the payment of the principal sum or the last installment.


If the price increase requested by Reassure as intended in article 5.3 exceeds ten percent (10%) with respect to the original
price, Client has the right to cancel the Agreement to the extent it regards future obligations of Reassure, during a period of fourteen (14) days after notice of the price change. After expiry of this term, this right to cancel lapses. Reassure is not obliged under any circumstance vis-a-vis Client to compensate such damage as may be incurred by Client as a result of a price increase or cancellation.

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6. Payment

The payment of invoices sent by Reassure to Client must occur within 14 days after invoice date, unless established otherwise in Writing. Payment must occur on a bank account indicated by Reassure.


If the payment of an invoice has not fully occurred within the established term, Client falls into default immediately, without requiring any further default notice, as from the date after the expiry date of the relevant invoice owes the statutory interest for commercial transactions (article 6:119a BW (Civil Code)). In addition, all extrajudicial collection costs are borne by Client, which costs are hereby established beforehand by Parties at, at least, 15% of the outstanding claim, with a minimum of EUR 150, without prejudice to the authority of Reassure to claim the actual extrajudicial costs if these exceed the former.


Payments made by Client serve respectively for the settlement of costs owed, interest, and subsequently of the payable invoices that have been outstanding the longest, even if Client indicates with his payment that the payment regards a different invoice.


All claims of Reassure on Client are instantly payable in the following cases:

  1. if after conclusion of the Agreement Reassure becomes aware of circumstances that provide it with legitimate grounds to fear that Client will not comply with his obligations, such at the discretion of Reassure;
  2. in case of the application for the bankruptcy or suspension of payments of Client, liquidation or the bankruptcy of Client.

Reassure has the right, based on its assessment of the creditworthiness of Client, to demand the lodging of security for compliance with exigible and non-exigible payment obligations or full or partial payment in advance. If and for as long as Client remains negligent with the lodging of security demanded or the full or partial payment in advance, Reassure is authorized to suspend its delivery obligation.


Reassure has the right to carry out the Agreement in different stages and to separately invoice the activities thus conducted separately to Client.


Without prejudice to its other rights of suspension, Reassure has the right to suspend the activities that belong to a subsequent stage until the Client has approved the results of a prior stage in writing.

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7. Delivery time

The delivery time submitted by Reassure in the context of an Agreement always regards an indication and therefore never counts as a strict time limit, unless it has been expressly established otherwise between Parties in Writing. The overrunning of the established delivery time under no circumstance confers the right to the compensation of damages.


The delivery time submitted by Reassure enters into effect when on all (technical) details an agreement has been reached, all necessary information and the likes are in the possession of Reassure, and all necessary conditions for the implementation of the Agreement have been met.


When establishing the delivery time, Reassure assumes that it can carry out the assignment under the circumstances as they pertained at the time of conclusion of the Agreement.


In case of different circumstances than those Reassure was aware of at the time of conclusion of the Agreement, Reassure can extend the delivery time by the time that is required to carry out the Agreement under the changed circumstances. If as a result thereof the activities cannot be fit into the planning of Reassure, they will be carried out/completed as soon as the planning of Reassure so permits.


In case of the suspension of obligations by Reassure on account of a shortcoming of Client, the delivery time is extended by the duration of the suspension. If as a result thereof the activities cannot be fit into the planning of Reassure, they will be carried out/completed as soon as the planning of Reassure permits.

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8. Duration and Implementation of the Agreement

The Agreement is adopted for the period as stated in the Agreement. If a term is not indicated in the and the Agreement is a continuing performance agreement is, the Agreement is adopted for an indefinite time with a minimum of one year. If no notice period is established, a notice period applies of at least one month, to be appealed to for the first time against the end of the relevant (minimum) term.


The intermediate cancellation of a fixed-term Agreement is not possible, unless established otherwise or confirmed by Reassure in writing.


Notice must be given in writing.


Reassure will carry out the agreement to the best of its understanding and ability and in accordance with the requirements of good craftmanship.


Reassure has the right to have the Agreement carried out by third parties, or to engage third parties for the implementation of certain Services - such as, though not limited to, Microsoft. The applicability of article 7:404, 7:407 section 2 and 7:409 BW (Civil Code) is excluded.


With respect to services that Reassure purchases from third parties for the purpose of the delivery of its Services to Client, Reassure can never be addressed by Client for more or different matters than what is effective in the relationship between Reassure and its relevant supplier(s) for such Service.


Reassure has the right to transfer its rights and obligations from the Agreement to a group company of Reassure as referred to in article 2:24b BW (Civil Code). Client will collaborate unconditionally with such a transfer and sign an instrument to such effect, all matters in accordance with what is established in article 6:159 BW (Civil Code).


Client makes sure that all data for which Reassure indicates that they are necessary or for which the Client should reasonably understand that they are necessary for the implementation of the Agreement are timely provided to Reassure. If the data required for the implementation of the Agreement are not timely supplied to Reassure, then Reassure has the right to suspend the implementation of the Agreement and/or to bill the additional costs flowing from the delay to Client according to the customary rates. Client guarantees the correctness of the data provided by him. Reassure is not liable for damage, of any nature whatsoever, because Reassure upon the implementation of the Agreement relied on incorrect and/or incomplete data provided by the Client.


If Client does not fulfill his obligations as described in the previous section of this article and as a result a delay occurs in the execution of the activities, the activities will be carried out as soon as Client fulfills all of his obligations still and the planning of Reassure or the third parties engaged by it permit this. Client is liable for all (additional) costs and/or damage that flow for Reassure from the delay.


Client safeguards Reassure against any possible claims of third parties that incur damage in connection with the implementation of the Agreement that can be attributed to Client.


Reassure takes care of an optimal availability of the Services. Reassure is not liable, however, for outage or unavailability of the Services provided by or via it as a result of circumstances that could not reasonably be foreseen by it. This also includes malfunctions to internet connections, power outage, and other malfunctions that lie outside of the powers of Reassure. Reassure is not liable either for damage as a result of outage and/or the unavailability of Services as a consequence of normal maintenance activities.


It is established in the Agreement that the development of Software by Reassure occurs on the basis of the Agile method, whereby the implementation of the Agreement is subdivided in steps (so-called Sprints). Reassure and Client can thereby determine on the basis of a framework included in the Agreement which activities will be carried out by whom and in which in addition the specifications of the wishes of Client are established. Reassure will allow Client to test the delivered matters each time after intermediate delivery following a Sprint. If in consultation with Client the following Sprint is started, what was delivered in the previous Sprint is deemed to have been accepted by Client.

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9. Privacy and data processing

Reassure provides its services in accordance with the General Data Protection Regulation.


If Reassure deems this important for the implementation of the Agreement, Client will upon request inform Reassure without delay in writing regarding the manner in which Client fulfills its obligations on grounds of legislation in the field of the protection of personal data, including the General Data Protection Regulation.


Client safeguards Reassure against claims by persons whose personal data are registered or are processed in the context of the registration of persons conducted by Client or for which Client is responsible otherwise on grounds of the law, unless Client proves that the facts on which the claim is based must be exclusively attributed to Reassure.


Responsibility for the data that are processed with the aid of a Service provided by Reassure lies with Client exclusively. Client guarantees towards Reassure that the content, the use and/or the processing of the data are not unlawful and do not violate any third-party right. Client safeguards Reassure against any legal claim of third parties, on any account whatsoever, in connection with such data or the implementation of the agreement.


If Reassure is obliged on grounds of the agreement to provide a form of information security (otherwise than on grounds of the General Data Protection Regulation), such security will meet the specifications regarding security as established between parties in writing. If a description of the security is missing in the Agreement, the security will meet a level that, considering the state of the art, the sensitivity of the data, and the costs involved in taking the security measures, is not unreasonable.

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10. Acceptance and warranty

Without prejudice to what is established in article 8.12, the Services will be subjected to an acceptance test by Client in any case after fulfillment of the obligations from the Agreement by Reassure within a reasonable term (being no longer than 10 business days after delivery). If Client has not reported the defects thus identified/to be identified to Reassure within said reasonable term after delivery in Writing, the right of Client to appeal to such lapses. As a defect qualifies in any case any defect that becomes apparent or would have become apparent by way of an acceptance test, whereby any manner of normal use of the delivered software or (result of a) Service is tested.


Other defects to delivered Services than those that become apparent upon delivery must be reported to Reassure within 5 days after discovery or after they could reasonably have been discovered in Writing, including substantiation. If this report is made later on, the right of Client to appeal to it lapses.


If Parties do not reach a consensus regarding the question whether a defect pertains, an independent expert is engaged. The expert is designated by Reassure in consultation with Client. The costs of the expert are in anticipation of the judgment of the expert in the first instance paid by Reassure and Client for half. The costs of the expert are ultimately borne by the party (mainly) ruled against, unless established otherwise.


Complaints of any nature whatsoever with respect to the implementation of an Agreement by Reassure do not suspend the payment obligation of Client and can only be brought to the attention of Reassure in Writing.

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11. Limitation periods

Without prejudice to what is established in article 10, legal claims and other powers of Client, on any account whatsoever, vis-a-vis Reassure in connection with Services provided lapse 12 months after the date on which Client became aware or could reasonably have been aware of such rights and powers, but on such account no Written claim was deposited with Reassure before expiry of this term.

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12. Rescission

If Client does not or partially comply with one or more of his obligations on account of the Agreement, Client falls into default legally and Reassure will have the right to unilaterally rescind the Agreement, without any further default notice and without judicial intervention, completely or in part by way of a Written notification to Client. Reassure will have the right besides to suspend its obligations on account of the Agreement, without Reassure being obliged to provide any compensation of damages, and without prejudice to any such rights as may fall to Reassure, also including the entitlement to full compensation of damages. All claims that Reassure may have or acquire on Client in these cases will be instantly and completely exigible.


In case of the bankruptcy, suspension of payments, immobilization, liquidation, or takeover or any state of the enterprise of Client that can be compared thereto, or in case Client ceases his enterprise or if an attachment is levied on a significant part of the assets of Client, or if Client should no longer be deemed able to comply with the obligations from the Agreement, Client falls into default legally and Reassure will have the right to unilaterally rescind the Agreement completely or in part without any further default notice and without judicial intervention by way of a Written notification, without Reassure being obliged to provide any compensation of damages and without prejudice to its further rights, also including the entitlement of Reassure to full compensation of damages.

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13. Liability and insurance

Reassure is liable vis-a-vis Client for damage incurred by Client that is the result of a shortcoming in compliance with the Agreement that is attributable to Reassure and that must manifest itself within a term of a maximum of 24 months after termination of the factual activities of Reassure for or for the benefit of Client on account of the Agreement, with due regard for what is established in this article 1.


Such liability is limited to a maximum of three times the invoice value exclusive of VAT, with a maximum of € 1,000,000. If the Agreement is a Continuing Performance Agreement, the liability of Reassure for the damage referred to in article 1.1 is limited to an amount equal to three times the invoice value of that Continuing Performance Agreement exclusive of VAT, counted over the past 6 months prior to the occurrence of the damage of Client, with a maximum of € 1,000,000. This limitation of liability is correspondingly applicable to any possible indemnification obligations of Reassure.


Not eligible for compensation is:

  1. damage that has occurred due to the actions or omissions of Client or third parties in violation of instructions provided by Reassure or in violation of the Agreement respectively;
  2. damage as a direct or indirect consequence of incorrect, incomplete and/or inadequate information provided by or on behalf of Client to Reassure.


If and to the extent (the functioning of) the Services depends on the (functioning of) services van of third parties, Reassure is never liable in addition for damage that has occurred as a direct or indirect consequence of the not functioning (any longer) of the services of such third parties, whether or not as a consequence of the fact that Client and/or Reassure is/are denied access to these services otherwise than as a result of an attributable shortcoming of Reassure vis-a-vis these third parties on account of an agreement concluded with such third parties.


Client safeguards Reassure against all claims of third parties on account of damage that has occurred through or in connection with Services provided by Reassure.


A series of related damage-causing events for the application of this article counts as a single event/case of damage.


The limitations and/or exclusions of liability stipulated in this article 13 in derogation to what is established in these terms and conditions also apply for the benefit of the staff of Reassure, the possible ancillary persons and third parties that have been engaged by Reassure upon the implementation of the Agreement.

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14. Confidentiality

Parties are obliged to observe the secrecy of all Confidential Information that they have received from each other or from different sources in the context of their Agreement. Information counts as confidential if this has been announced by a Party or if this flows from the nature of the information.


If Reassure is obliged on grounds of a legal provision or a court ruling to also disclose Confidential Information to third parties, and Reassure is unable in the matter to appeal to a legal privilege or one acknowledged or permitted by the competent court of law, then Reassure is not obliged to provide compensation of damages or indemnification and Client will not have the right to rescind the Agreement.


Each Party to the Agreement will keep secret all Confidential Information and the content of the Agreement, will only use this information for the implementation of the Agreement and restrict access to such Confidential Information to persons who must take cognizance thereof for this purpose. Parties guarantee that these persons are obligated by an employment contract and/or a non-disclosure agreement to observe the secrecy of the Confidential Information.

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15. Intellectual property rights

All IP rights lie exclusively with Reassure and/or its licensors, unless established otherwise in writing by the Agreement.


If parties have established by an Agreement in writing that IP rights are transferred to Client, this does not impair the right or the option of Reassure to use and/or exploit the parts, general principles, ideas, designs, algorithms, documentation, works, coding languages, protocols, standards and the likes on which such development was based for different purposes without any restriction, either for themselves or for third parties. Nor does the transfer of an IP right impair the right of Reassure to make developments for its own benefit or for that of a third party that are similar or are derived from those that are or were made for the benefit of Client.


It is not permitted to Client to remove, render illegible, or change any indication regarding IP rights in the results of the Services and/or Software.


Reassure can make use of third parties for the provision of the Services. In case the IP rights also fall to third parties, Reassure may be bound by the licensors of such third parties.


In case it has been irrevocably established judicially that the results of Services and/or Software provided by Reassure violate any intellectual property right belonging to a third party or in case in the opinion of Reassure there is a reasonable chance that such a violation will occur, Reassure makes sure, if possible, that Client will continue to be able to use the results of the Service and/or Software (or something functionally equivalent) without disturbance. Any other or farther-reaching liability or indemnification obligation of Reassure on account of the violation of intellectual property rights of a third party is entirely excluded, unless the violation is the result of the gross negligence or deliberate actions of Reassure.

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16. User rights

Reassure hereby grants Client the right to use the results of the Services and/or Software within his own enterprise and to disclose and/or multiply such in that context.


16.2. Without prejudice to what is established in the Agreement, this license is not exclusive and not transferable and may not be granted under license by Client to third parties.

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17. Applicable law and competent court

To all Agreements concluded by Reassure, Netherlands Law is exclusively applicable, to the exclusion of the Vienna Commercial Convention.


All disputes between Parties are exclusively settled by the court of Overijssel, location Zwolle, the Netherlands.

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