SAVE DCS
Version: July 2025
1. Applicability
1.1 These general terms and conditions ("Terms") apply to all offers, agreements, and services provided by SAVE DCS ("SAVE") in relation to support, monitoring, hardware, sustainability reports, audits, and other related services for business clients.
1.2 Deviations from these Terms are binding only if agreed upon in writing.
1.3 The applicability of any purchase or other terms of the Client is explicitly rejected.
2. Services and Execution
2.1 SAVE provides, among others:
Maintenance and support services for IT hardware,
Monitoring and reporting on hardware usage,
Supply of second-hand and circular equipment,
ESG assessments and sustainability consulting.
2.2 SAVE may involve carefully selected partners and suppliers in the execution of its obligations. While SAVE remains responsible for coordination, it is not liable for shortcomings in third-party execution or delivery, unless in cases of intent or gross negligence by SAVE itself.
2.3 All advice, estimates, and reports provided are indicative and non-binding. Clients remain solely responsible for decisions based on such information.
3. Agreement and Duration
3.1 An agreement is deemed to have been established once the Client has expressly accepted SAVE's offer or as soon as SAVE begins execution of services.
3.2 Unless otherwise agreed, agreements have a term of one year and are tacitly renewed for the same duration, unless terminated in writing with three months' notice.
3.3 SAVE may terminate the agreement immediately in the event of:
(Filing for) bankruptcy or suspension of payment by the Client,
Structural non-payment or repeated breach of contract,
Force majeure on the part of SAVE that renders fulfillment permanently impossible.
3.4 In case of early termination by the Client, SAVE is entitled to reimbursement of already incurred costs and at least 20% of the remaining contract value.
4. Fees and Payment
4.1 All fees are exclusive of VAT and are agreed upon separately via price appendix or quotation.
4.2 SAVE may adjust fees annually based on CBS consumer price index, or due to market shifts, increased material costs, or regulatory changes.
4.3 Payment is due within 30 days of the invoice date. In case of late payment, SAVE is entitled to statutory commercial interest and (extra)judicial collection costs.
4.4 SAVE may suspend its services if payment is overdue by more than 60 days.
5. Liability
5.1 Services are provided on a best-effort basis. SAVE is not liable for indirect damage, consequential loss, loss of profit, missed opportunities, or data loss, except in cases of intent or gross negligence. SAVE shall not be liable for failures caused by third-party networks, suppliers, or external infrastructure, including power outages, internet failures, cloud platforms, or third-party data centers.
5.2 In any case, SAVE's liability is limited to the amount paid by the Client for the relevant service in the 12 months preceding the incident.
5.3 SAVE is not liable for failures resulting from:
Acts or omissions of third parties providing services or products related to execution,
Use of faulty, outdated, or incorrectly applied equipment by the Client,
Incorrect or incomplete information provided by the Client.
5.4 The Client indemnifies SAVE against third-party claims arising from the use of delivered services or hardware.
5.5 For international services, SAVE is not responsible for compliance with local laws and regulations in the country of delivery or use. The Client must ensure legal permissibility of services and/or equipment within their jurisdiction.
6. Retention of Title and Rights
6.1 All delivered products and components remain the property of SAVE until full payment has been received.
6.2 All intellectual property rights related to reports, analyses, software, systems, and documentation remain with SAVE or its licensors, unless agreed otherwise.
7. Confidentiality
7.1 Both parties commit to maintaining confidentiality regarding all sensitive information concerning each other's organization, processes, clients, and systems during and after the termination of cooperation.
8. Data Processing (GDPR)
8.1 If SAVE processes personal data on behalf of the Client during service provision, it will act solely as a data processor under a separately agreed data processing agreement.
8.2 SAVE is not liable for damages resulting from data processing outside the scope of the written instructions.
9. Governing Law and Disputes
9.1 All legal relations with SAVE are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
9.2 Disputes shall be submitted to the competent court in the district where SAVE has its statutory seat, unless mandatory law dictates otherwise.
10. Miscellaneous
10.1 If any provision of these Terms is null or voidable, the validity of the remaining provisions shall not be affected. Parties shall replace such provision with a new one that approximates the original intent as closely as possible.
10.2 If the Client disagrees with a proposed change, they may terminate the agreement in writing within 14 days after notification, effective at the end of the current term.
10.3 SAVE may subcontract its obligations. It is not obligated to disclose subcontractors to the Client.
10.4 The Client agrees not to solicit or hire employees, subcontractors, or representatives of SAVE within 12 months after termination of cooperation. "Solicitation" includes directly or indirectly proposing a collaboration, inviting to apply for a role, or engaging via intermediaries. Violation incurs a penalty of €25,000 per occurrence, without prejudice to SAVE's right to claim additional damages.