Special Terms and Conditions for ICT Services Notwithstanding the by chenmeixiu


									                                                                                  Article 7 Acceptance
                                                                                  1. PwC and the Supplier shall set out procedures in the Contract for the
                                                                                      methods and performance of the Acceptance Test(s). The specifications of
                                                                                      the Acceptance Test(s) referred to in the Contract contain the agreed
                                                                                      (system) features that will be tested. Each (part) delivery of the Software
                                                                                      and/or Hardware shall be subject to an Acceptance Test as described in
                                                                                      the Contract.
                                                                                  2. Subject to giving prior written notice to the Supplier, PwC is entitled to
                                                                                      instruct an expert third party to inspect the subject of the Acceptance
                                                                                      Test(s) before accepting the subject of these Acceptance Test(s). The
                                                                                      Supplier must cooperate to this end, but may require that such expert first
Special Terms and Conditions for ICT Services                                         undertakes not to disclose the results of this investigation to any other
Notwithstanding the General Terms and Conditions, the Terms and                       third party.
Conditions for the Supply of Services and the Terms and Conditions for the        3. If the Software and/or Hardware is accepted by PwC in parts, then after
Supply of Goods contained in these General Terms and Conditions of                    the last Acceptance Test a further integral Acceptance Test will be carried
Purchase, the terms contained in this chapter govern the supply of ICT                out on the combination of Software and/or Hardware.
Services by the Supplier to PwC*.                                                 4. The results of the Acceptance Test will be put into a report signed by PwC.
                                                                                      This report shall indicate whether acceptance is unconditional or not, and
Article 1 Additional definitions                                                      specify any parts that are not accepted. If the Software or Hardware is
1. Acceptance: written acceptance by PwC confirming that the Hardware and             approved by PwC in accordance with the Acceptance Test, the date of
    Software individually and in combination meets the specifications agreed          signing the report as approved is deemed to be the Acceptance date.
    between the Parties.                                                              Approval of each (part) delivery of the Software or Hardware does not
2. Acceptance test: the test (procedure) for establishing and proving that the        affect the possibility that entire supply may be rejected on the basis of the
    Hardware and Software individually and in combination meet the agreed             integral Acceptance Test.
    specifications and the intended goal.                                         5. If during any Acceptance Test(s) any defects or non-conformity is
3. Hardware: the hardware or equipment supplied by the Supplier under the             identified, the Supplier must remedy any such defect or non-conformity
    Contract, including the relevant documentation and materials, on which,           free of charge and in the shortest possible time and make the whole
    or in combination with which, the Software is to be implemented by the            available for a new Acceptance Test to be carried out. If this second
    Supplier and should function.                                                     acceptance test carried out by the Supplier again reveals defects or non-
4. Custom-made Software: the software or other computer programs to be                conformity, then PwC is entitled to terminate all or any part of the
    developed and adapted by the Supplier for PwC, including changes or               Contract with immediate effect, without the need to serve notice of default,
    additions to the Standard Software, as well as the relevant documentation,        without incurring liability for compensation, and without prejudice to its
    materials, object codes and source codes as described in the Contract.            other rights. These provisions do not affect the rights of PwC arising from
5. Standard Software: software or computer programs with the relevant                 the breach by the Supplier of any delivery term or other term a set out in
    documentation and materials as described in the Contract, not specifically        the Contract.
    developed by the Supplier for PwC.                                            6. During any Acceptance Test(s), PwC is entitled to make reasonable
6. Software: the Standard and Custom-made Software together, as well as               operational use of the Hardware or Software supplied by the Supplier if
    new or improved versions thereof.                                                 this is necessary for business operations.

Article 2 Hardware                                                                Article 8 Guarantees
The Supplier sells to PwC the Hardware described in the Contract and              1. The Supplier guarantees for a period of three (3) years after the date of
transfers ownership thereof. The Supplier also supplies the Services described        Acceptance that:
in the Contract in the context of the sale of the Hardware, including the             a) the Software and Hardware will function continuously;
delivery and installation of the Hardware.                                            b) the Software and Hardware will at all times – including during peak
                                                                                           usage – meet the agreed specifications, functionalities, qualities and
Article 3 Standard Software                                                                performance standards as set out in the Contract, as well as all
1. The Standard Software must meet the specifications set out in the                       reasonable expectations of PwC in this regard;
    Contract. The Supplier is responsible for delivering the Standard Software        c) the Software and Hardware are free of defects and viruses;
    specified in the Contract and for the installation and implementation of          d) the (storage and processing) capacity and speed of the Software and
    the Standard Software.                                                                 Hardware meet the expectations of PwC;
2. Before the Contract for the use of the Standard Software is signed by PwC,         e) the Software and Hardware are entirely suitable for use in
    the Supplier undertakes to supply information about any deviations in the              combination with the PwC network without any further investment;
    functioning of the Standard Software from the specifications set by PwC,          f) the Software, Hardware and PwC network, individually and in
    insofar as these are known, or ought to have been known, to the Supplier.              combination, meet the agreed qualities also during peak usage;
3. To prevent, for example, loss of data, PwC is entitled to make back-up             g) the Software and Hardware have been efficiently and properly
    copies of the Standard Software (including the relevant documentation)                 manufactured to work together in combination;
    and to repair any errors itself, or to instruct others to do so.                  h) the Software and Hardware have been documented in such a way that
4. If all or any part of the Hardware does not work due to malfunction(s),                 a third-party expert can independently perform maintenance tasks,
    then PwC is entitled to use the Standard Software on replacement                       subject to being in possession of the source codes. The Supplier also
    hardware without extra/additional costs irrespective of where this                     guarantees that the source codes are of such a quality that, used in the
    hardware is located. In anticipation of any possible relocation in the case            normal manner, the object code supplied by the Supplier to PwC can
    of large-scale breakdowns, PwC is entitled to install Standard Software on             be generated;
    replacement hardware and to test it for use.                                      i) the Software and the Hardware have the agreed qualities for the
                                                                                           purpose for which PwC acquired the Software and Hardware, and that
Article 4 Custom-made Software                                                             these meet the current, relevant (international) laws, regulations and
1. PwC and the Supplier shall specify in the Contract any Custom-made                      technical standards;
    Software to be developed, and the manner in which this will be done. The          j) the source code(s) and object code(s) are of a quality that enable PwC
    Custom-made Software shall meet the specifications set out in the                      to maintain the Software;
    Contract. The Supplier shall produce detailed plans for the technical             k) the Supplier shall ensure when carrying out work on the
    specifications of the Custom-made Software, based on the required                      (computer)systems of PwC that the data or information stored on
    functional specifications as set out in the Contract, and shall deliver,               such systems is protected in such a way that it cannot be lost or
    install and implement this Custom-made Software.                                       damaged;
2. An action plan shall be drawn up for the development and implementation            l) in the event of maintenance to the systems, the Supplier shall notify
    of the Custom-made Software, as proposed by the Supplier or otherwise.                 PwC in writing of any changes of any kind made to the systems.
    This action plan shall contain as a minimum the terms agreed by the               In the event of any breach of any guarantee listed in this subsection 1
    Parties regarding delivery date, implementation date, development and/or          within the guarantee period, the Supplier undertakes to remedy such
    programming phases, as well as any (intermediate) system and acceptance           breach free of charge in the shortest possible time. Such remedies shall
    tests.                                                                            include any corrections necessary to the documentation.
3. The Supplier shall transfer the physical ownership as well as ownership of     2. The Supplier guarantees for a period of three (3) years following supply of
    intellectual property rights to the data carriers with source and object          the Hardware, or for a period of three (3) years following the last
    codes, as well as the documentation and other materials belonging to the          production date of the Hardware, whichever date is the later, that in the
    Custom-made Software to PwC at the same time as delivery and before               case of any defect to any part of the Hardware, the Hardware or defective
    carrying out the Acceptance Test.                                                 part thereof will be replaced by parts of at least an equivalent value within
                                                                                      a reasonable period. This obligation to replace (parts of) Hardware does
Article 5 PwC network                                                                 not affect the content of, and obligations created by, any maintenance
1. The Supplier confirms that it has sufficient knowledge of the PwC network          contract in respect of the Hardware.
    (consisting of all software and hardware and the data flows that will be      3. At the request of PwC, the Supplier shall explain as quickly as possible the
    processed thereon) within which the Software will be installed and is             nature of any defect to the Hardware and the sustainability tests carried
    responsible for the proper functioning of the Software in combination with        out in respect of the design, development and manufacture of the
    the PwC network.                                                                  Hardware.
2. The Supplier confirms that it has detailed knowledge of the purpose for        4. The guarantee period shall be extended by a period equal to the period(s)
    which PwC will use the Software and that the Software is suitable for this        during which the Software or Hardware are not being used or could not be
    purpose, both independently and in combination with the PwC network.              fully used as a result of any defect as referred to in this article.
3. If the Supplier deems it necessary to be able to access the PwC network        5. After the end of the guarantee period the Supplier is not obliged to repair
    with its own hardware for the purposes of carrying out its work, then it          any defects in the Software or Hardware unless the Parties have entered
    should state this fact in its offer.                                              into a maintenance contract that includes such repair.
4. The Supplier is only permitted to access the PwC network with its own
    hardware (whether by means of telecommunications or otherwise) if PwC         Article 9 Maintenance
    has given prior written consent for this. PwC is entitled to impose           1. The Supplier undertakes, at the request of PwC, during a period of five (5)
    conditions upon such consent.                                                     years calculated from the date of Acceptance of the Software or the date of
5. The hardware used by the Supplier to access the PwC network must meet              Acceptance of the Hardware, to enter into maintenance contracts for such
    at least the same technical security standards as the hardware of PwC and         Software or Hardware respectively, having such scope as is specified in the
    must be free of any virus or other harmful or damaging software.                  relevant maintenance contract and having a contract term of one (1) year
                                                                                      in each case. Such a maintenance contract shall be deemed a Contract as
Article 6 Documentation                                                               defined in these General Terms and Conditions of Purchase, and therefore
1. Together with the Hardware and/or Software, the Supplier must provide              be subject to these General Terms and Conditions of Purchase. Within the
    the relevant documentation, including user manuals and function,                  scope of this maintenance contract, the Supplier shall carry out preventive,
    management and technical documents, such that PwC can use and                     corrective, adaptive, modifying and/or replacement maintenance to the
    maintain the Hardware and/or Software with ease.                                  Software or Hardware, and provide telephone support. The list of
2. The Supplier shall ensure that the documentation it supplies will be               maintenance charging rates shall be included in the maintenance contract.
    replaced or amended at its own expense as quickly as possible after PwC           During the guarantee period no fee shall be charged for maintenance.
    so requests if at any time during the Contract or valid guarantee period it   2. During the agreed maintenance period, the Supplier undertakes to notify
    appears that the documentation contains incorrect information or is               PwC immediately in writing of any known defects in the Software or
    otherwise insufficient, unclear or outdated.                                      Hardware, as well as of the situations in which these can arise and the
3. Unless specifically agreed otherwise in the Contract, the documentation            manner in which they can be remedied.
    belonging to the Software and/or Hardware must be written in either           3. With regard to preventive maintenance, the Supplier shall take all
    Dutch or English.                                                                 appropriate safeguards and steps to ensure that the Software or Hardware
                                                                                      functions in line with the specifications. With regard to renewal
     maintenance, the Supplier shall adapt the Hardware and Software to new         and General Purchase Conditions, which are also filed with the Amsterdam
     statutory regulations and new technical developments and insights              Chamber of Commerce.
     (including improving or adding to functionality). No functional changes
     can be made without the prior written consent of PwC.
4.   With regard to corrective maintenance, defects to the Software or
     Hardware shall be allocated to various priority groups. If any defect
     occurs, the Supplier shall remedy it within the agreed period. If the
     maintenance contract does not specify any such period, the Supplier must
     commence corrective maintenance work within four (4) hours of being
     notified of a defect by PwC, and must do everything possible to repair the
     defect as soon as possible.
5.   In consultation with PwC, the Supplier shall draw up procedures forming
     the basis of the day-to-day system management. Such procedures may also
     include agreed service levels.

Article 10 Escrow
1. The Supplier shall cooperate to draw up an escrow agreement for the
    Standard Software in which PwC shall participate. On the basis of the
    escrow agreement, a copy of the source codes of the latest versions of all
    Standard Software provided by the Supplier, and all relevant development
    and technical documentation, shall be deposited with an escrow agent
    based in the Netherlands. The Supplier undertakes to deposit these
    regularly – and in any event their most recent version(s) – with the escrow
    agent. The escrow agreement is entered into for an indefinite term and the
    costs thereof are for the account of the Supplier.
2. The escrow agent shall release the deposited items immediately to PwC,
    subject to the terms of the escrow agreement, in the following situations:
    a) the Supplier ceases its activities with regard to the Standard Software;
    b) the Supplier applies for insolvency or a moratorium, or is declared
        insolvent or is granted a moratorium;
    c) the Supplier goes into liquidation;
    d) the Supplier is in breach of any obligation to PwC concerning the
        Standard Software.
3. The source code(s) supplied on the basis of subsection 2 of this article may
    only be used by PwC for internal and non-commercial purposes. PwC is
    required to treat the source code(s) as confidential.

Article 11 Intellectual and industrial property rights
1. Notwithstanding the powers otherwise vested in PwC, the intellectual and
    industrial property rights to the Standard Software vest in the Supplier, or
    in a third-party supplier, if the Supplier obtains the Standard Software
    from a third party.
2. All intellectual and industrial property rights to the Custom-made
    Software vest in PwC. By virtue of this Contract, these rights are
    transferred by the Supplier to PwC as soon as they are created, which
    transfer is hereby accepted in advance by PwC. Insofar as the transfer of
    such rights requires any other formalities, then on demand by PwC, the
    Supplier shall cooperate unconditionally to secure the transfer of these
    rights and sign all necessary deeds and documents in this regard.
3. The Supplier grants PwC the non-exclusive right to use the Standard
    Software for an indefinite period. The Contract shall include any third-
    party licensing terms and the scope of the right of use. The Supplier
    hereby sells to PwC the data carrier(s) on which the Standard Software is
4. Where the Supplier supplies Standard Software, or the development of
    Custom-made Software on top of existing Standard Software, that comes
    from a third party, the Supplier shall contract directly with such third part
    and obtain the necessary licences for PwC to be able to use this Standard
    Software for an indefinite period.
5. The Supplier guarantees that the use by PwC of the Software and
    Hardware will not infringe any industrial or intellectual property right, or
    other third-party right. The Supplier indemnifies and holds PwC harmless
    against any claim for any infringement of third-party intellectual or
    industrial property rights to the Software and Hardware and all loss and
    costs thereby incurred.
6. In the event of any (alleged) infringement as referred to in the previous
    subsection, the Supplier shall replace or make changes to the Software or
    Hardware in the shortest possible time and at the expense and risk of the
    Supplier, in order to cease any infringement without detriment to the
    functional and technical qualities of the Software or Hardware, or to
    ensure that the necessary rights of use or other rights are obtained.

Article 12 Information security
The services provided by the Supplier must meet the Information Security
Policy & Standards of PwC. A copy of this document will be supplied on
request. The Supplier should ensure that its suppliers also comply with this
document. If any part of the service does not comply with the document, the
Supplier must notify PwC of this in writing. The Supplier must ensure that any
discrepancies are corrected within such reasonable period as is agreed between
the Parties.

Article 13 Audit
PwC is entitled to carry out a twice-yearly audit of the service it receives. PwC
must give seven days’ advance notice that such an audit is planned. The costs
of conducting such an audit shall be determined in advance of the audit and
divided between PwC and the Supplier.

Article 14 Consequences of termination
1. If the contract with the Supplier is terminated for whatever reason, the
    Supplier will cooperate fully in the transfer of rights and data under the
    contract to PwC or to a third party designated by PwC. The method of
    executing this transfer shall be sent in writing by the Supplier to PwC
    within 30 days of a request for such transfer, for the written approval of
2. If PwC is of the view that an effective and complete transfer depends upon
    the Supplier continuing to provide its services for a certain period, then
    the Supplier shall, on request by PwC, continue to provide its services for a
    period of up to six months following the termination of the contract. In
    such a case, PwC shall reimburse the costs of this service on the basis of
    the current prices specified in the contract.

December 2010

* ‘PwC’ and ‘PricewaterhouseCoopers’ are the brands under which member
firms of PricewaterhouseCoopers International Limited (PwCIL) operate and
provide services. Together these firms form the PwC network. Each firm in the
network is a separate legal entity and does not act as agent of PwCIL or any
other member firm. PwCIL does not provide any services to clients. PwCIL is
not responsible or liable for acts or omissions of any of its member firms nor
can it control the exercise of their professional judgment or bind them in any
PwC and ‘PricewaterhouseCoopers’ are the trade names of among others the
following companies: PricewaterhouseCoopers Accountants N.V. (Chamber of
Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V.
(Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V.
(Chamber of Commerce 34180287) and PricewaterhouseCoopers B.V.
(Chamber of Commerce 34180289). At www.pwc.nl further information on
these companies may be found, including these General Terms & Conditions

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