General terms and conditions
FOR RUNBOOK SOFTWARE FOR SAP (ERP) APPLICATIONS
Version June 01, 2007
Runbook Company BV
Ampèrestraat 25
6716BN Ede
The Netherlands
P.O. Box 410
6710BK Ede
The Netherlands
1Definitions
In these general conditions the following words shall have the following meanings:
"Agreement" means the agreement between Runbook Company and the Customer upon which these general terms have been declared applicable.
"Confidential Information" means all information disclosed (directly or indirectly) by one party (or by a third party on its behalf) to the other party before or after the commencement of the Agreement, including any Intellectual Property and any information relating to that party or their operations, plans or intentions, products, market opportunities and business affairs.
"Defect" means any material failure of the Software to perform in accordance with the Documentation.
"Delivery" means the transfer of the Software to a carrier selected by Runbook Company or actual receipt if delivered by Runbook Company directly to Customer.
"Delivery Date" means the date on which the Software is transferred to a carrier selected by Runbook Company or actually received by the Customer if delivered by Runbook Company directly to the Customer's Premises.
"Disclosing Party" means the party by whom any Confidential Information is disclosed or the party to whom the Confidential Information relates.
"Documentation" means any user guides and operating manuals supplied by Runbook Company, whether in print or machine-readable material.
"Force Majeure Event" means any event by which either party is prevented, hindered or delayed from performing any of its obligations (other than an obligation to make payment) under the Agreement which is beyond its reasonable control, including, without limitation, labour disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, accident, breakdown of plant or machinery, fire, flood, or storm.
"Initial Maintenance Period" means the period from the Delivery Date until the end of the next year after the Delivery Date being 31st December of that next year.
"Intellectual Property" means all trade secrets, patents, copyrights, designs, drawings, trademarks, and other proprietary rights (including ideas, techniques and know-how) whether registered or unregistered, and all applications and registrations thereof.
"Order Form" means an order for the purchase of software signed by Customer concurrently with or subsequently to the agreement.
"Maintenance Fee" means the charge specified and payable in respect of the Maintenance Services.
"Maintenance Regulations" means the regulations on maintenance of software provided by Runbook Company to the Customer.
"Maintenance Services" means the services described in the Maintenance Regulations to be provided by Runbook Company to the Customer.
"Prospect" means every party interested in Runbook software but not a Customer of Runbook.
"Receiving Party" means the party receiving the Confidential Information.
"Renewal Maintenance Period" means each subsequent period of one (1) year following expiry of the Initial Maintenance Period.
"Software" means the software in object code form including any copies thereof and any bug fixes, updates, enhancements or future releases or versions of the software made available to the Customer by Runbook Company.
"Supported Software" means the software programs and any bug fixes, updates or enhancements or future releases or versions thereof supported by Runbook Company.
"Use" in relation to the Software, means to run it on any computer and, in relation to the Documentation means to read and possess it.
"Use Term" means the term of the license.
2References
2.1In the Agreement any reference to "person" includes a reference to any body corporate, unincorporated association or partnership and to their legal personal representatives, successors and permitted assigns;
2.2Headings are included for convenience only and shall not affect interpretation of any part of the Agreement.
3Force Majeure
3.1On the occurrence of a Force Majeure Event the obligations of the party affected shall be suspended but only for so long as that party is prevented, hindered or delayed.
3.2As soon as possible after commencement of a Force Majeure Event, the party affected shall notify the other of the occurrence and its effects on its ability to perform its obligations.
3.3If either party's reliance on a Force Majeure Event continues for six (6) months either party may terminate the Agreement by giving not less than thirty (30) days notice to the other.
4Default and Termination
4.1Either party may, at its option, terminate the Agreement (including all licenses granted under it) at any time by written notice to the other party if: (i) the other commits a material breach of contract (including non-payment of fees or charges) which (if remediable) it has failed to remedy within thirty (30) days of receiving written notice requiring it to do so; or (ii) the other has a receiver or manager appointed of the whole or any part of its assets or business or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction).
5Consequences of Termination
5.1All rights and obligations of the parties shall cease to have effect immediately upon termination except that termination shall not affect the accrued rights and obligations of the parties at the date of termination or the continued existence and validity of the rights and obligations of the parties which are expressly or by implication intended to survive termination.
5.2Forthwith on termination for any reason whatsoever other than the passing of time each party shall immediately cease using and return to the other party all Confidential Information and all copies of any software, media or documents which contain Confidential Information of the other party and provide a signed statement that all copies have either been returned or destroyed.
5.3Upon termination, Runbook Company shall be entitled to invoice all outstanding fees and charges and the Customer shall within seven (7) days pay all outstanding invoices in respect of any Maintenance Services provided, or any Software licensed by Runbook Company up to termination.
5.4The parties' rights and obligations under Clauses 4-8, 10-12, 14, 17 and 20-22 inclusive shall survive termination of the agreement.
6Confidentiality
6.1Each party shall hold the Confidential Information of the other in confidence and the Receiving Party shall not disclose the Confidential Information in any form to any person without the prior written consent of the Disclosing Party nor use it for any purpose other than those permitted under the agreement.
6.2The obligations shall not apply to disclosures of Confidential Information by the Receiving Party to its professional advisers and employees to the extent that it is necessary in connection with the Agreement provided they are made aware of and the Receiving Party procures its compliance with all the Receiving Party's obligations of confidentiality under the Agreement.
6.3The obligations regarding confidentiality shall not apply to any Confidential Information which: (i) is in or enters the public domain other than through breach of the Agreement; (ii) can be shown to have been known by the Receiving Party before receipt from the Disclosing Party; (iii) comes lawfully to the Receiving Party from a third party, free of any obligation of confidence; (iv) is independently developed by a party without access to the Confidential Information; or (v) is produced in compliance with applicable law or a court order provided the other party is given not less than seven (7) days notice and opportunity to intervene.
6.4The Receiving Party shall be liable for any disclosure of any Confidential Information by any third party allowed access to the Confidential Information by the Receiving Party.
6.5The parties agree that any use or disclosure of the Software or Documentation in violation of the agreement could cause irreparable harm to Runbook Company and that Runbook Company will be entitled to injunctive relief in addition to all other legal remedies.
7Customer Obligations - General
7.1The Customer shall do all acts to give effect to the Agreement as may be reasonably requested of it by Runbook Company.
7.2The Customer shall take all reasonable precautions to ensure the health and safety of Runbook Company's personnel whilst they are in the Customer's premises for the purposes of the agreement.
7.3The Customer shall indemnify and defend Runbook Company and its personnel and agents in respect of any claims by third parties which arise from any act or services carried out pursuant to the instruction of the Customer except to the extent any such claim arises out of the gross negligence or willful misconduct of Runbook Company or its personnel.
7.4The Customer shall not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of Runbook Company, except to a legal entity controlled by, or under common control with, the Customer or to the purchaser of all (or substantially all) of the Customer's assets.
7.5The Customer has to ensure that all data of which in fairness he ought to understand that the latter are necessary for a good execution of the agreement or of which Runbook Company indicates that the latter are necessary for a good execution of the agreement or of which Runbook Company indicates that the latter are necessary, should be provided to Runbook Company in time.
7.6If the necessary data for the execution of the agreement are not provided to Runbook Company in time, Runbook Company has the right to suspend the execution of the agreement and to charge the Customer for the costs arising from the delay according to the then customary rates of Runbook Company.
8Limitation of Liability and Indemnity
8.1Unless indicated otherwise in these general conditions, the liability of Runbook Company is at all times limited to what has been settled in this clause.
8.2Runbook Company is not liable for damage of whatever nature, incurred because Runbook Company has departed from incorrect and/or incomplete data provided by or on behalf of the Customer.
8.3If Runbook Company should be liable for any damage, then its liability is anyhow restricted to a maximum of twice the invoice amount of the order, at any rate to that part of the order which the liability refers to. In all cases the liability of Runbook Company is restricted to a maximum of € 500.000,00, unless the distributable amount of its insurer is lower in such case, in which case the liability of Runbook Company is restricted to this lower amount.
8.4Direct damage shall be understood to be exclusively:
-The reasonable costs incurred to establish the cause and the volume of the damage, in so far said establishment relates to damage in the sense of the present terms and conditions;
-The reasonable costs possibly incurred to have Runbook Company in spite of its faulty performance meet the conditions of the agreement, unless such faulty performance cannot be attributed to Runbook Company;
-The reasonable costs incurred to prevent or limit the damage, in so far as the Customer demonstrates that said costs have led to the limitation of direct damage as meant in the present general terms and conditions.
8.5The limitations of liability for direct damage contained in the present terms and conditions shall not apply if the damage is due to international act or omission or gross negligence on the part of Runbook Company or its subordinates.
8.6Customer shall indemnify Runbook Company for all losses and expenses associated with any claims by third parties against Runbook Company relating to the Use of the software by the Customer to the extent that they are based upon the manner in which the Customer Uses the software and the output generated by such Use.
9Publicity
9.1Either party may describe the Customer as a Customer of Runbook Company and refer to this in their publications, brochures and annual reports.
9.2If Runbook Company wishes to publicize the Customer's use of any Software or Maintenance Services provided under the agreement by writing articles, giving conference presentations and producing sales presentations and proposals Runbook Company may present such text for approval by the Customer stating the purposes for which it is to be used and may publish the text subject to approval of the Customer. Approval shall not be unreasonably withheld or delayed.
9.3Runbook Company is entitled to organize 6 (six) reference visits for new Runbook Prospects at the location of the Customer for a period of two years starting from the date of execution of the agreement. Every visit is subject to approval of the Customer. Approval shall not be unreasonably withheld or delayed.
9.4Runbook Company is entitled to 1 (one) testimonial with a member of Customer management for the reason to publish an article or use it as reference for new Runbook prospects. This testimonial is subject to approval of the Customer. Approval shall not be unreasonably withheld or delayed.
10General
10.1These conditions apply to every offer and agreement between Runbook Company and a Customer upon whom Runbook Company has declared these conditions applicable in so far as these conditions have not been deviated from explicitly and in writing.
10.2The present conditions also apply to agreements with Runbook Company for the execution of which third parties ought to be involved by Runbook Company. These general conditions have also been written for the employees of Runbook Company and its management.
10.3The applicability or possible purchase or other conditions by the Customer is explicitly dismissed.
10.4If one or more regulations in these general conditions should at any moment become fully or partly void, the provisions in these general conditions will remain fully applicable. Runbook Company and the Customer will in that case enter into consultation with each other in order to agree on new regulations to replace the void or annulled regulations as much as possible, taking into account the objective and the meaning of the original provisions.
10.5If there should be any lack of clarity concerning the explanation of one or more provisions of these general conditions, then the explanation should take place ‘in the spirit' of these regulations.
10.6If between parties a situation should arise which has not been settled in these general conditions, then this situation should be judged in the spirit of these general conditions.
10.7If Runbook Company does not always desire strict observance of these conditions, this does not mean that the conditions thereof do not apply, or that Runbook Company, to some degree, should lose the right to desire strict observance of the regulations of these conditions in other cases.
10.8The article heads in these general conditions only serve the reading facility and have no meaning for deciding, in or out of court, on the contents and meaning of the articles concerned in these general conditions.
10.9If for the completion of certain activities or the provision or special matters a period was agreed or included, then this is never a fatal period. When exceeding a term the Customer should consequently declare Runbook Company in default in writing. In that case Runbook Company should be offered a reasonable period to carry out the agreement.
10.10If Runbook Company needs information from the Customer for the execution of the agreement, the performance period commences not before the Customer has exactly and fully made it available to Runbook Company.
10.11Runbook Company has the right to have activities carried out by third parties.
10.12Runbook Company is authorized to carry out the agreement in various phases and to invoice the thus performed part separately.
10.13If the agreement is carried out in phases, Runbook Company may suspend the components belonging to the following phase till the Customer has sanctioned the preceding phase in writing.
10.14If during the execution of the agreement it appears that for a proper execution thereof it is necessary to amen or to supplement the latter, then parties will timely and by mutual agreement proceed to modification of the agreement. If the nature, size or contents of the agreement, whether or not at the request or the direction of the Customer, of the competent authorities et cetera is amended and the agreement is thereby amended in qualitative and/or quantitative respect, then this may have consequences for what was initially agreed. Because of that the initially agreed sum may be increased or lowered. Runbook Company will as much as possible give a quotation beforehand. As a result of an amendment of the agreement the initially quoted terms of the execution may be adjusted. The Customer accepts the possibility of amendment of the agreement, including the change in price and term of execution.
10.15If the agreement is amended, including an addition, then Runbook Company is authorized to put it into effect not until permission has been granted by the authorized person within Runbook Company and the Customer has agreed with the prices stated for the execution and other conditions, including the then to be stipulated point in time at which it will be put into effect. Neither does not or not immediately carrying out the amended agreement constitute a non-performance of Runbook Company, and there is no ground for the Customer to terminate the agreement. Without thereby coming in default Runbook Company may refuse a request for amendment of the agreement, if such could have consequences in qualitative and/or quantitative respect, for instance activities to be carried out or goods to be delivered in that framework.
10.16If a Customer should come in default in the proper performance of that which he is liable towards Runbook Company, then he is responsible for the damage (including the costs) on the part of Runbook Company consequently incurred directly or indirectly.
10.17If Runbook Company agreed a fixed price with the Customer, then Runbook Company is nevertheless at all times authorized to increase this price without the Customer in that case being authorized to dissolve the agreement for that reason, if the increase of this price arises from an authority or obligation by virtue of the law or regulation, or finds its root in an increase of the price in raw materials, wages et cetera or on other grounds, which in fairness were not to be expected on entering into the agreement.
10.18The Customer is always obliged to and responsible for the judgment of the correctness of the information provided to him by Runbook Company or third parties. If at any time it should appear that the information provided was not correct, then the Customer is not entitled to claim any compensation, neither if he (also) on the basis of incorrect information has entered into an agreement with Runbook Company ("Misrepresentation") or has abandoned entering into an agreement with third parties. If in spite of that Runbook Company for that reason should be liable then its liability for that reason will always be limited to the provision in these general conditions.
10.19Nothing in the agreement shall be construed as creating a partnership between the parties or as constituting either party as the agent of the other party and neither party shall have the authority to bind the other party.
10.20If a court declares any part of the agreement unenforceable or invalid the remaining provisions will remain in full effect.
10.21In the event of any conflict between the provisions of the agreement and of any Order Form the provisions of the Order Form will prevail.
10.22In contrary to the legal terms of prescription, the term of prescription of all claims and defences against Runbook Company and the third parties involved in the execution of an agreement amounts to one year.
11Notices
11.1Any notice in connection with the agreement shall be in writing in the English language and shall be delivered personally or sent by post to the party due to receive the notice at its address for notices as amended from time to time as set out in the agreement.
11.2In the absence of evidence of earlier receipt any notice shall be deemed to have been given if delivered personally, when left at the address for notification referred to in the agreement or if sent by any other means upon a record of delivery being created.
12Governing Law and Jurisdiction
12.1The court On all Legal relationships in which Runbook Company is a part Dutch law applies exclusively, also if an obligation is fully or partly put into effect abroad. The applicability of the Vienna Sales Convention is excluded.
12.2in Runbook Company place of business has exclusive jurisdiction to hear actions, unless the law where appropriate imperatively provides otherwise. Nevertheless Runbook Company has the right to submit the dispute to the competent judge in accordance with the Dutch law.
12.3Parties will first appeal to the court after they have gone to extremes to settle the dispute by mutual agreement.
13Fees
13.1The License Fee shall be invoiced upon the earlier date of the execution of the agreement or the delivery of the Software and shall be paid within thirty (30) days from the date of Runbook Company's invoice.
13.2The Maintenance Charges shall be invoiced upon the earlier date of the execution of the agreement or the delivery of the Software and shall be paid within thirty (30) days from the date of Runbook Company's invoice.
13.3If any properly invoiced amount payable under the agreement is not paid on the due date then Runbook Company is entitled to a interest on such sum on a day to day basis from the due date to the actual date of payment at the rate of two (2) per cent above the base rate of Runbook Company Bank relation from time to time in force (or the legal rate, if higher). The Customer shall also indemnify Runbook Company for all reasonable costs (including legal costs) incurred in the collection by Runbook Company of any properly overdue payments.
13.4All charges and fees payable hereunder (including those stated on any Order Form) are exclusive of Value Added Tax and any other taxes (except where based on Runbook Company's net income), customs or duties all of which shall be paid in addition by the Customer at the rate and in the manner for the time being prescribed by law.
13.5If any amount payable under the agreement remains unpaid seventy-five (75) days after the date of the relevant invoice, Runbook Company shall be entitled, without thereby coming in default and leaving unimpaired the fulfillment of the obligation resting on the Customer, to immediately suspend the provision of any work or services required or envisaged under the agreement or any other agreement upon giving the Customer written notice until the amount due shall be paid in full.
14Staff Recruitment
14.1Each party agrees that it shall not (without the other party's prior agreement in writing) directly or indirectly employ, or engage the services in any capacity of, any person who has been associated in a technical or managerial capacity with the provision of any services under the agreement to the other party at any time during the preceding 6 (six) months for a period of six months from the date of the final provision by that person of such services.
14.2In the event of either party employing or engaging the services of any person in contravention of Clause 14.1, then the breaching party will pay to the other party by way of liquidated damages six (6) months' remuneration for that person, such sum to be payable on the date when such person is first employed or engaged by the other party.
15Delivery
15.1Runbook Company shall, at the expense of Runbook Company, deliver to the Customer Premises the Software and Documentation detailed on the Order Form. Any date stated for delivery is an estimate only and Runbook Company shall have no liability whatsoever for any delayed delivery.
15.2The Customer shall indemnify Runbook Company for any tariffs, duties, penalties or liabilities resulting from Runbook Company's adherence to the Customer's delivery instructions with respect to the Software or Runbook Company good faith efforts to deliver the Software in the absence of Customer instructions.
16License
16.1In consideration of the payment of the License Fee, Runbook Company grants the Customer a non-assignable, non-transferable and non-exclusive license to use the Software in object code form only, on the Customer Equipment at the Customer Premises consistent with the terms of the agreement, any applicable Order Form or the Documentation.
17Restrictions on Use
17.1The foregoing rights to use the Software shall be subject to any and all applicable restrictions specified in the agreement, any Order Form or the Documentation, which shall include but not be limited to the following: (i) Customer may use the Software solely for its personal and internal use; (ii) if applicable, Customer is only licensed to use the Software as defined in the Order Form; (iii) Customer shall not copy or allow copies of the Software to be made, except as specifically allowed under the agreement or as permitted by law; (iii) Customer shall not sell, lease, sublicense, distribute, or otherwise transfer the Software to any person; (iv) Customer shall not modify, alter, adapt, or publicly perform or display the Software or Documentation in any manner; (v) Customer shall not use the Software to provide computer services (whether remote access, batch, or otherwise) to third parties (e.g. service bureau); and (vi) Customer shall not decompile, disassemble, reverse translate, or otherwise reverse engineer any portion of the Software other than for the purposes of achieving interoperability with other independently created computer programs or as permitted by law.
18Equipment and Environment
18.1The Customer shall be responsible for ensuring that the Customer Equipment is fully operational at the Customer Premises on the Delivery Date. If Runbook Company is delayed from performing any of its obligations by reason of any failure of the Customer to perform this obligation, the Customer shall pay to Runbook Company all reasonable costs and charges (in accordance with Runbook Company's standard charges then prevailing) attributable to such delay.
18.2If the Software cannot be used on the Customer Equipment due to it being temporarily inoperable then the Customer may use the Software on other equipment provided that Runbook Company has given its prior consent to such use for a specified temporary period.
18.3The use of the Software on any temporary equipment shall be at the sole risk and responsibility of the Customer who shall indemnify Runbook Company against any loss or damage sustained or incurred by Runbook Company as a result. Runbook Company shall not have any liability in connection with such use.
19Customer Obligations Regarding the Software
19.1Responsibility for ensuring the safe keeping of the Software and Documentation and the media on which they are stored shall pass to the Customer on the Delivery Date.
19.2At all reasonable times and upon request, the Customer shall grant Runbook Company access to the Customer Premises and Customer Equipment, in order for Runbook Company to perform its obligations under the agreement and to enable Runbook Company to determine that the Software and Documentation is only being used in accordance with the Agreement.
19.3The Customer shall, during the term of the agreement: (i) maintain adequate security measures to safeguard the Software and Documentation from access or use by any unauthorized person; (ii) retain the Software and Documentation and all copies thereof under its control; (iii) maintain a full and accurate record of all copies made of the Software and Documentation and produce such record to Runbook Company on request; (iv) keep full security copies of the Software and of the Customer's data and computer records in accordance with best computing practice; (v) co-operate fully with Runbook Company's personnel in the diagnosis of any Defect and (vi) make available to Runbook Company, free of charge, all information, facilities and services reasonably requested by Runbook Company to assist Runbook Company in diagnosing the Defect including without limitation computer runs, printouts and office accommodation.
19.4The agreement is subject to any governmental laws, orders or other restrictions on the export of software that may be imposed by any governmental authorities. The Customer agrees that it will comply in all respects with any governmental laws, orders or other restrictions on the export and re-export of the Software (including technical data and any related information and Documentation) which may be imposed from time to time by the government of any country to which the Software is shipped by the Customer.
20Statements
20.1Runbook Company states that it has the right to enter into the agreement and license the use of the Software and the Documentation to the Customer.
20.2Runbook Company further states to the best of its knowledge that (i) the Software will substantially conform to and perform in accordance with the Documentation when used on the Customer Equipment properly and in the manner specified in the Documentation; and (ii) the media on which the Software is delivered will be free of defects in materials and workmanship.
20.3Without prejudice to Clause 8.4, if Runbook Company receives written notice from the Customer of any Defect in the Software or the media, then Runbook Company shall as its sole obligation, at its own expense and within a reasonable period of time after receiving such notice, use its reasonable efforts to repair such Defect or provide a replacement copy of the media.
If it appears from the facts that a claim is unfounded, then the costs caused thereby, including costs of research on the part of Runbook Company will be fully at the expense of the Other Party.
20.4The statements and obligations set out in this Clause 20 shall be subject to the Customer complying with all its obligations in the agreement, no alterations or modifications being made to the Software by any person other than Runbook Company and the Software being used in the manner for which it was intended.
21Intellectual Property Rights
21.1Title and ownership of the Intellectual Property in the Software and Documentation, all copies thereof and the media upon which they are stored are and remain the sole property of Runbook Company. All rights not expressly granted herein are reserved by Runbook Company.
21.2The Customer shall not obtain any right, title or interest in the Intellectual Property other than as granted under the Agreement, and shall not tamper with or remove any proprietary notices contained or included in or on it or any other material provided by Runbook Company.
21.3The Customer shall promptly give notice to Runbook Company in the event that it becomes aware of any infringement or suspected infringement of Runbook Company's Intellectual Property rights or any claim that the Software or the Documentation or their use infringes the rights of any third party.
21.4In the event of any occurrence of the above events, Runbook Company shall, in its absolute discretion, decide on the course of action to take and the Customer shall, at Runbook Company's expense, provide all reasonable assistance in connection with any such action.
21.5Runbook Company has the right to also use the increased knowledge gained through the execution of an agreement on its side for other purposes, in so far as no confidential information is brought to the knowledge of third parties.
22Intellectual Property Rights Indemnity
22.1Runbook Company will defend at its expense and indemnify the Customer for loss or damages finally awarded against the Customer arising out of any claim that the use of the Software or Documentation infringes any Dutch or U.S. patent or copyright provided the Customer promptly notifies Runbook Company in writing of the claim or the threat of a claim immediately it is aware of it and does not admit, say or do anything to prejudice Runbook Company's defense of such a claim.
22.2Runbook Company shall have sole control to defend, compromise or settle the claim and all negotiations and the Customer will, at Runbook Company's expense, use its reasonable endeavors to assist Runbook Company in connection with the defense.
22.3If a claim of the type referred to above is made Runbook Company shall have the right, at its option to procure for the Customer the right to continue to use the Software and Documentation or the infringing part or modify or replace the Software and Documentation so as to avoid the infringement or substitute other software of similar capability.
22.4If the remedies above cannot be achieved at a reasonable cost and within reasonable time scales, Runbook Company shall remove the Software and Documentation (or part thereof) alleged to be infringing from the Customer Premises and terminate the Customer's right to Use such Software and Documentation immediately. Runbook Company is in that case no longer bound towards the Customer than to refund to the Customer a prorated portion of the License Fee based on a two year life.
22.5Runbook Company shall have no liability for a claim for infringement of a third party's intellectual property rights with respect to any claim to the extent it is based upon (i) the Use of the Software and Documentation otherwise than in accordance with the Agreement or through any willful or fraudulent act or omission of or by the Customer, its officers, employees, agents or contractors; (ii) the use of a superseded or altered release of the Software if such infringement would have been avoided by the use of the current, unaltered release of the Software; (iii) the combination, operation or use of the Software with programs or data or equipment not supplied or otherwise approved in writing by Runbook Company, if such infringement would have been avoided by the use of Runbook Company products alone; and (iv) the use of the Software for a purpose other than that permitted under the agreement and any Order Form.
22.6This Clause 22 sets out Runbook Company's entire liability in respect of claims of infringement of intellectual property rights of any kind.
23Framework
All terms, conditions and regulations of Runbook Company are an integral part of the ‘Runbook Framework agreement' for license agreement, terms, conditions, maintenance regulations and services regulations.
24Maintenance
Subject to payment of the Maintenance Charges Runbook Company shall provide the Customer with the maintenance executed on the basis of Runbook Maintenance Regulations.
25Services
Consultancy Services and training are executed on the basis of Runbook Services Regulations.
26Location and amendment of conditions
26.1These conditions are filed at the competent Chamber of Commerce in the Netherlands.
26.2Runbook Company is authorized to amend the contents of these general conditions.
26.3Unless indicated otherwise by Runbook Company or agreed explicitly otherwise between parties, the latest filed version which at the time of the conclusion of the agreement with Runbook Company always applies.