These General Terms and Conditions (the "Terms") consist of a general part and five service-specific parts. Part A (General provisions) applies to every Offer and every Contract. Parts B, C, D and E apply only to the extent the relevant model or service is included in the Offer: Part B applies to the sale of a System, Part C to the rental or lease of a System (including pilots), Part D to all Software supplied, Part E to maintenance, support and service levels where a Maintenance Contract is included, and Part F to pilots and feasibility studies. These Terms apply only to businesses; RESONIKS does not contract with consumers.

Part A — General Provisions

Article 1 — Definitions

In these Terms, the following defined terms have the following meaning:

Article 2 — Applicability, order of precedence and formation

1. Application. These Terms apply to every Offer and to every Contract for the supply of Systems, Software and Services by Resoniks. These Terms also apply to orders placed through Resoniks' website. Resoniks contracts with businesses only: the Client confirms that it acts in the course of a business or profession and not as a consumer, and Resoniks may require evidence of this (such as a VAT identification number) before accepting an order.
2. Client's terms rejected. The applicability of any general terms or conditions of the Client is expressly rejected. Such terms do not bind Resoniks, even if Resoniks does not expressly object to them.
3. Order of precedence. If there is a conflict, the following order of precedence applies: (i) the Offer; (ii) the Part of these Terms that applies to the relevant model or service (Parts B, C, D, E and F); and (iii) Part A (General provisions).
4. Validity of the Offer. An Offer is valid for the period stated in it or, if no period is stated, for thirty (30) days. Information, drawings and appendices provided for information purposes are not binding.
5. Formation. The Contract is formed when Resoniks receives the Client's written acceptance of the Offer. For orders placed in another way (for example via Resoniks' website), the Contract is formed only when Resoniks confirms the order in writing.
6. Refusal of orders. Resoniks may decline an order without stating reasons. Resoniks will notify the Client as soon as possible, and the Client is not entitled to any compensation as a result.
7. Amendments. Amendments to the Contract are binding only if agreed in writing. Additional work or costs arising from changes requested by the Client will be charged to the Client.
8. Changes to these Terms. For Contracts with a recurring component (such as rental or a Maintenance Contract), Resoniks may amend these Terms from time to time. Amendments take effect on the date stated by Resoniks. If an amendment materially prejudices the Client, Resoniks will give the Client at least thirty (30) days' prior written notice. In that case, the Client may terminate the affected recurring service with effect from the date on which the amendment takes effect, by giving written notice before that date.

Article 3 — Performance and third-party components

1. Best efforts. Resoniks performs the Contract to the best of its ability. Resoniks' obligations are obligations of best efforts and not of result.
2. Subcontracting. Resoniks may have (parts of) the Contract performed by third parties.
3. Lead times. Stated lead times and delivery times are indicative only and do not entitle the Client to dissolve the Contract or to claim compensation. Resoniks will inform the Client of any material delay.
4. Compliance and permits. Resoniks performs in accordance with applicable law and obtains the approvals and permits necessary for its own performance.
5. Third-party components. Where Resoniks supplies third-party hardware (such as robots, controllers or connectivity equipment) or third-party or open-source software, the terms and warranties of the relevant supplier or licensor apply to those components and prevail. Resoniks passes those terms through to the Client and is not liable in respect of such components beyond what those terms provide.

Article 4 — Delivery, Incoterms, installation, site and acceptance

1. Shipping. Resoniks is responsible for shipping and transporting the System to the delivery address stated in the Offer, with insured transport where the Offer so provides.
2. Site readiness. The Client is responsible, at its own cost, for ensuring that the installation site is safe, suitable, accessible and ready, and that the System can be placed and operated there. This includes adequate space, power, pneumatic connection, network and connectivity, environmental conditions and any permits relating to the site.
3. Installation. Resoniks performs installation and commissioning only where the Offer so provides. Otherwise the Client installs the System in accordance with Resoniks' instructions.
4. Calibration. The Client is at all times responsible for calibrating and adjusting the System to its parts and processes, including continued adjustment during use, even where Resoniks performs installation.
5. Client cooperation and access. The Client provides timely cooperation, access, information and qualified personnel. If the Client fails to do so, Resoniks may suspend performance, and any additional costs and hours are charged to the Client. The Client grants Resoniks and its representatives access to the premises where the System is located, including for inspection, installation, maintenance, audit and removal of the System.
6. Inspection and acceptance. The Client inspects the System and Software on delivery or on completion of installation. The System and Software are deemed accepted on the earlier of (a) five (5) business days after delivery or installation without the Client giving written notice of a material defect, or (b) the Client putting them into operational use. Minor defects do not postpone acceptance and are handled under the applicable warranty or Part E.
7. Incoterms and customs. The System is delivered on the Incoterm (Incoterms 2020) and at the named place stated in the Offer. If the Offer does not state an Incoterm, the following applies: (i) DAP (Delivered At Place) at the delivery address for Development Kits; (ii) EXW (Ex Works) at Resoniks' dispatch location for all other deliveries within the European Union; and (iii) FCA (Free Carrier) at Resoniks' dispatch location for all deliveries outside the European Union. The Offer states the dispatch location. Where the agreed Incoterm places import responsibility on the Client, the Client acts as importer of record and bears all import duties, customs charges, import VAT and import formalities. Risk and costs pass as provided by the agreed Incoterm and, for the relevant model, by Part B or Part C. The Client provides Resoniks, on request, with the documents evidencing dispatch or export that Resoniks needs in order to apply a VAT zero rate or exemption.
8. Product compliance registrations. Unless the Offer provides otherwise, the Client is responsible, at its own cost, for any producer or importer obligations in the country of destination in respect of the System, including registration, reporting, take-back and recycling contributions under WEEE, packaging and battery legislation, and the Client indemnifies Resoniks against any claim or charge resulting from its failure to comply. Where Resoniks is the party that places the System on the market in the country of destination, Resoniks bears those obligations. Each party informs the other of any registration it is required to make.
9. Conformity and local compliance. Resoniks warrants that, on delivery, the System conforms to the applicable requirements of European Union law (including CE marking where applicable) and to any additional conformity requirement expressly stated in the Offer. Resoniks gives no warranty of conformity with the law of any country outside the European Union. The Client is responsible for compliance with local law in the country of use, including any local certification, approval, labelling, registration and operating, electrical and radio or telecom permits (including for connectivity equipment), and for any modification required for that purpose. On the Client's request, Resoniks provides reasonable support and the documentation in its possession to assist the Client, at the Client's cost where the effort involved is more than incidental.
10. Export control and dual-use. Each party complies with applicable export-control and sanctions laws, including Regulation (EU) 2021/821 on dual-use items. The Client will not export, re-export or use the System or Software in breach of those laws, nor make them available to any sanctioned party or for any prohibited end-use, and provides an end-user statement on request. Resoniks' obligations are conditional on obtaining any required export or transfer authorisation, and Resoniks is not liable for delay or non-performance resulting from the refusal or delay of such an authorisation. The Client acknowledges that the System and Software may qualify as dual-use items under the applicable export-control directives, and cooperates with any classification and licensing requirements.

Article 5 — Prices, payment and taxes

1. Fees. Fees are stated in the Offer, in euros, excluding VAT and excluding additional costs such as administration fees, levies, and travel, shipping or transport costs, unless stated otherwise.
2. Fee adjustments. For Contracts with a term longer than 12 months, Resoniks may adjust the prices and Fees with effect from each 1 January, provided that Resoniks gives at least sixty (60) days' prior notice. The Client may object to the adjustment within thirty (30) days. If the parties cannot reach agreement following such objection, the Client may terminate the Contract.
3. Fee indexation. Without prejudice to Article 5.2 and subject to notice, Resoniks may adjust Fees as of each 1 January, based on the annual change in the Services Producer Price Index (Dienstenprijsindex, DPI) as published by the Centraal Bureau voor de Statistiek (CBS) for the relevant sector, or a comparable index if the DPI is no longer available.
4. Invoicing. The Offer states the payment schedule. If the Offer does not state one, Resoniks may invoice (i) 100% of the price on order where the order is placed through Resoniks' website or the order value is less than EUR 10,000, and (ii) 50% of the price on order and 50% on installation or delivery in all other cases. Orders placed through Resoniks' website are payable in full on ordering, and Resoniks may make dispatch conditional on receipt of payment. Recurring Fees (such as rental or maintenance Fees) are invoiced periodically as stated in the Offer.
5. Payment term. Payment must be made within thirty (30) days of the invoice date. This is a strict deadline (fatale termijn): on its expiry the Client is in default by operation of law, without any reminder or notice of default being required.
6. Late payment. On late payment, statutory commercial interest under article 6:119a of the Dutch Civil Code accrues from the date of default, a part of a month counting as a whole month, and the Client owes the extrajudicial collection costs. All costs of collection, both judicial and extrajudicial, including reasonable legal and attorneys' fees, are for the Client's account.
7. Suspension and set-off. While the Client is in default, Resoniks may suspend its obligations. The Client may not suspend its own obligations and may not set off any amount. Resoniks may set off any amount it owes the Client against any amount the Client or its Affiliates owe Resoniks.
8. Acceleration on insolvency. In the event of the Client's liquidation, bankruptcy, suspension of payments, or attachment, Resoniks' claims against the Client become immediately due and payable.
9. Non-cooperation. If the Client refuses to cooperate in the performance of the Contract, it remains obliged to pay the agreed Fees.
10. VAT and duties. All Fees are exclusive of VAT, GST and similar turnover taxes. For intra-EU B2B supplies the reverse-charge mechanism applies and the Client provides a valid VAT identification number; exports are zero-rated where the statutory conditions are met. All taxes, duties, levies, tariffs and charges imposed in connection with the Contract are for the Client's account, except taxes on Resoniks' net income.
11. Withholding tax. The Client pays all Fees free and clear of, and without deduction for, any withholding or similar tax. If the Client is required by law to withhold, it grosses up the payment so that Resoniks receives the amount it would have received without the withholding. The parties cooperate to obtain any available reduction or exemption under an applicable tax treaty, including by providing certificates of tax residence, and the Client provides proof of any tax withheld.
12. Currency. Fees are invoiced and paid in euros. The Client bears any currency-conversion cost and international bank charges, and may not deduct exchange-rate differences.

Article 6 — Intellectual property and reverse engineering

1. Ownership of IP. All Intellectual Property Rights in the System, the Software, the Documentation and in any works, materials, inventions, designs, methods, improvements and technology created or supplied by or on behalf of Resoniks (the "Resoniks IP") are and remain the exclusive property of Resoniks. Resoniks reserves all rights not expressly granted in the Contract.
2. Licence to the Client. The Client receives only the limited rights of use expressly granted in the Contract (for Software, see Part D), solely to obtain the benefit of the System and Services. The Client may not reproduce, modify, publish, distribute, sublicense or create derivative works of the Resoniks IP.
3. Reverse engineering. The Client will not, and will not permit any third party to, reverse engineer, decompile, disassemble, inspect, analyse or otherwise attempt to derive the source code, models, trade secrets, methods or design of the System or Software, except to the extent this restriction is prohibited by mandatory law. Any information so obtained remains the exclusive property of Resoniks. Breach of this Article is a material breach, and Resoniks may seek all available remedies, including injunctive relief and damages.
4. Proprietary notices. The Client will not remove or alter any proprietary, patent, copyright, trademark or confidentiality notices on the System, Software or Documentation.

Article 7 — Intellectual property indemnity

1. IP indemnity. Resoniks will indemnify the Client against the damages and costs finally awarded against the Client (and reasonable settlement amounts approved by Resoniks) resulting from a third-party claim that the System or Software, as supplied by Resoniks and used in accordance with the Contract, infringes that third party's intellectual property right.
2. Conditions. The indemnity applies only if the Client: (a) notifies Resoniks in writing promptly, ultimately within 5 days, after becoming aware of the claim; (b) gives Resoniks sole control of the defence and settlement of the claim; (c) provides reasonable cooperation and information, at Resoniks' cost; and (d) makes no admission, settlement or payment without Resoniks' prior written consent.
3. Exclusions. Resoniks has no obligation for a claim arising from: (a) modification of the System or Software by anyone other than Resoniks; (b) combination or use with products, data, software or processes not supplied by Resoniks, where the infringement would not have occurred without that combination; (c) use not in accordance with the Contract or the Documentation; (d) Resoniks' compliance with the Client's specifications, designs or instructions; (e) the Client's parts, Teaching Data or other Client materials; or (f) continued allegedly infringing use after Resoniks has made a non-infringing alternative available or has asked the Client to stop.
4. Remedies. If the System or Software is, or in Resoniks' reasonable opinion may become, the subject of an infringement claim, Resoniks may, at its option and cost: (a) procure the right for the Client to continue using it; (b) modify or replace it so that it is non-infringing while remaining materially equivalent; or (c) if (a) and (b) are not reasonably available, take it back and refund the Fees paid (for a sold System, less a reasonable amount for the period of use; for a rented System, the prepaid Fees for the unused period).
5. Sole remedy. This Article states Resoniks' entire liability and the Client's sole remedy for any third-party intellectual-property infringement claim.

Article 8 — Confidentiality

1. Confidentiality obligation. Each party shall keep any Confidential Information received from the other party confidential by employing adequate procedures for safeguarding Confidential Information at least as rigorous as those it uses for its own confidential information but no less than a reasonable degree of care. The receiving party shall use Confidential Information only for the purposes of, and in accordance with, the Contract. The receiving party may provide its personnel, affiliates, permitted subcontractors, agents and third-party suppliers (each, a "Permitted User") with access to the Confidential Information on a strict need-to-know basis only. The receiving party shall ensure that each Permitted User is bound to keep confidential all Confidential Information to at least the standards applicable to the receiving party, and the receiving party will be liable towards the disclosing party for any failure of a Permitted User as if it were a failure by the receiving party itself. All Confidential Information and any copies thereof remain the property of the disclosing party.
2. Exceptions. This Article does not apply to any information which the receiving party can demonstrate: (i) is in or subsequently enters the public domain other than as a result of a breach of this Article or of equivalent confidentiality undertakings of a Permitted User; (ii) has been or is subsequently received by the receiving party from a bona fide third party who is under no confidentiality obligation in respect of that information; (iii) has been or is subsequently independently developed by the receiving party without use of the Confidential Information; or (iv) was previously known to the receiving party free from any obligation to keep it confidential. These confidentiality obligations survive termination of the Contract for an unlimited period, and indefinitely in respect of trade secrets.
3. Required by law. This Article does not prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided that the responding party shall first have given notice to the other party and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.

Article 9 — Data and AI training

1. Provision of Teaching Data. The Client will provide Resoniks with the test objects and measurement data reasonably required to train, validate and operate the Software, including the quantities and defect labelling indicated by Resoniks (including the acoustic measurement data and the Client's good/defective (OK/NOK) labels), within the agreed timelines. Resoniks depends on this data. To the extent the Client does not provide suitable data on time, Resoniks is not responsible for the performance, accuracy, detection rates or timelines of the Software or the models. The Offer specifies the Teaching Data the Client must provide and the timeline for doing so; providing the Teaching Data is a binding obligation of the Client.
2. Client warranty. The Client warrants that the Teaching Data it provides does not contain any Confidential Information, trade secrets or business data of the Client. Teaching Data expressly excludes any such information and, unless separately agreed in writing, contains no personal data. The Client grants Resoniks a non-exclusive, royalty-free, worldwide, perpetual and irrevocable licence to use, store, reproduce, process and analyse the Teaching Data in order to develop, train, validate, refine, benchmark and improve Resoniks' products, models, software and services generally, and not only the Client's deployment. This licence survives termination or expiry of the Contract.
3. Restrictions on Resoniks. Resoniks will: (a) not use the Teaching Data in a way that enables a third party to identify, reconstruct or derive the Client's specific product geometries, characteristics or manufacturing processes; and (b) apply reasonable anonymisation or aggregation measures where technically feasible and where this does not diminish the data's utility for the purposes set out in Article 9.2.
4. Derived Insights. All general improvements, model and algorithmic enhancements, parameters, weights and learnings that Resoniks derives from the Teaching Data and that are not specific to, and do not disclose, the Client's products or processes ("Derived Insights") are the exclusive property of Resoniks and may be used by Resoniks without restriction. Derived Insights do not include the Client's raw Teaching Data, product designs or Confidential Information.
5. Marketing and research. Resoniks may use aggregated and anonymised results and findings that do not identify the Client or its products for white papers, studies and marketing, in compliance with applicable data-protection law.
6. No ownership of data. The parties acknowledge that no proprietary ownership right in data as such exists under applicable law. This Article governs the parties' rights in respect of data on a contractual basis only.
7. Statistics. The System and Software may transmit to Resoniks technical, operational, log and usage data ("Statistics") about the functioning and use of the System and Software. Resoniks may collect, store and use Statistics to provide, maintain, secure and improve its products, models, software and services. Statistics do not include the Client's Confidential Information.
8. Anonymised processing. Resoniks processes the results and statistics derived from the Teaching Data and the data pipeline in anonymised form, so that they cannot be associated with the Client or its products, except where and to the extent necessary to provide the Services to the Client.

Article 10 — EU Data Act

1. Scope. This Article applies only to the extent the System qualifies as a connected product and the Services as a related service within the meaning of Regulation (EU) 2023/2854 (the "Data Act").
2. User data rights. To the extent the Data Act applies, the Client (as user) may access and use the readily available product data and related service data generated by its use of the System, and may share that data with third parties, in accordance with the Data Act. Resoniks makes such data available on fair, reasonable and non-discriminatory terms.
3. Contractual basis. The licence in Article 9 is the contractual basis on which Resoniks (as data holder) uses readily available non-personal product data under Article 4 of the Data Act. Resoniks will not use this data to derive insights that could undermine the Client's commercial position, nor to develop a product that competes with the Client's products.
4. Trade secrets. Resoniks may identify data that constitutes its trade secrets and, together with the Client, apply proportionate technical and organisational measures to preserve confidentiality. Neither party is required to disclose data where this would undermine the security requirements of the System and seriously adversely affect health, safety or security.

Article 11 — Personal data

1. Compliance with data law. Each party complies with applicable data-protection law, including the General Data Protection Regulation (GDPR).
2. No processing for the Client. In performing the Contract, Resoniks does not, in principle, process personal data on behalf of the Client. The Client ensures that the data and Teaching Data it provides contain no personal data, unless strictly necessary and separately agreed in writing.
3. Processing agreement. If Resoniks does process personal data as a processor on behalf of the Client, the parties enter into a data processing agreement that meets the requirements of Article 28 GDPR.

Article 12 — Cybersecurity and information security

1. Security measures. Resoniks applies appropriate technical and organisational security measures to its products and services, taking into account the state of the art.
2. Client responsibility. The Client is responsible for the security of its own systems and network and for the careful use of the System and Software, including the timely installation of updates Resoniks makes available and the protection of access credentials.
3. Security incidents. The parties inform each other without undue delay of any (suspected) security incident affecting the System, Software or data, and cooperate reasonably to limit its effects. Resoniks may take temporary measures, including suspending remote access, where necessary to protect the System or its environment.

Article 13 — Liability and insurance

1. Notice of defects. The Client must notify Resoniks in writing of any shortcoming within thirty (30) days of discovering it and must give Resoniks written notice of default and a reasonable period to remedy the shortcoming. If the Client fails to do so, Resoniks is not liable.
2. Excluded loss. Resoniks is not liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of data, loss of savings, interest, reputational harm, fines imposed by authorities, or loss arising from the unavailability of the System or Software.
3. Liability cap. Resoniks' total liability is limited to the amount actually paid out under Resoniks' liability insurance for the relevant claim. If, for a reason not attributable to Resoniks, the insurer makes no payment, Resoniks' liability is limited to the higher of (i) the Fees the Client paid under the Contract in the twelve (12) months before the event giving rise to the liability and (ii) EUR 25,000. In all cases Resoniks' total liability does not exceed EUR 100,000 per event and per insurance year.
4. Exceptions to the cap. The limitations in this Article do not apply in the event of intent or wilful recklessness (opzet of bewuste roekeloosheid) on the part of Resoniks' management, to Resoniks' indemnity under Article 7, or to liability that cannot be limited by law.
5. Limitation period. Any claim against Resoniks lapses six (6) months after the Client discovered or should reasonably have discovered the loss, and in any event twelve (12) months after the relevant assignment ended.
6. Client indemnity. The Client indemnifies Resoniks against all third-party claims relating to the System and Services as used by the Client, to the Client's parts, or to the Client's breach of the Contract, including any breach of the warranty in Article 9.2.
7. Insurance. Resoniks maintains liability insurance with Liberty Mutual Insurance Europe SE. The geographic cover comprises the European Union, the European Economic Area, Switzerland and the United Kingdom. Further details of the insurer and the cover are available on request.

Article 14 — Force majeure

1. Force majeure events. Neither party is liable for any failure to perform caused by force majeure. Force majeure on the part of Resoniks includes any circumstance beyond its reasonable control, even if foreseeable, that prevents performance temporarily or permanently, including war, threat of war, civil unrest, epidemics or pandemics, riots, strikes, natural disasters, production or transport disruptions, staff absence, government measures, fire, failures of internet or connectivity services, cyber incidents, cyber-attacks, ransomware, hacking and data breaches affecting Resoniks, and disruptions at Resoniks' suppliers.
2. Consequences. During force majeure the parties consult on continued performance. If the force majeure lasts longer than two (2) months, either party may terminate the affected part of the Contract in writing, without any obligation to compensate the other.

Article 15 — Term and termination

1. Term and renewal. The Contract is entered into for the term stated in the Offer. A recurring Contract renews as stated in the Offer or, if the Offer is silent, for successive periods of one (1) year, unless a party gives written notice of termination at least two (2) months before the renewal date.
2. Termination for breach. Either party may terminate the Contract in writing with immediate effect if the other party commits a material breach that it fails to remedy within thirty (30) days of written notice (or that by its nature cannot be remedied), or if the other party becomes subject to bankruptcy, insolvency, winding-up or similar proceedings.
3. Termination for non-payment. Resoniks may suspend or terminate the Contract on the Client's payment default in accordance with Article 5.
4. Effect of termination. On termination or expiry, the Client ceases to use the System and Software, the Software licences end (except a perpetual licence for a sold version under Part D), the return provisions in Part C apply to rented Systems, and provisions that by their nature survive (including Articles 6, 7, 8, 9 and 13) remain in force.

Article 16 — Miscellaneous

1. No assignment by Client. The Client may not assign or transfer its rights or obligations under the Contract without Resoniks' prior written consent. This restriction has proprietary effect under article 3:83(2) of the Dutch Civil Code.
2. Assignment by Resoniks. Resoniks may assign or transfer the Contract, or its rights and obligations under it, to an Affiliate or in connection with a merger, acquisition or transfer of its business, without the Client's consent. Resoniks will notify the Client.
3. References. Resoniks may use the Client's name and logo on its website and in its marketing materials as a reference, respecting the Client's brand guidelines and applicable law.
4. Anti-bribery. Each party complies with applicable anti-bribery and anti-corruption laws.
5. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all earlier representations, understandings and agreements on its subject matter. A party's failure to exercise a right or remedy is not a waiver of it.
6. Severability. If any provision of the Contract is invalid or unenforceable, the remaining provisions remain in full force, and the parties will negotiate in good faith a valid provision that most closely reflects the intention of the invalid one.
7. Notices and headings. Notices under the Contract are given in writing, by email or registered post, to the addresses stated in the Offer. Headings are for convenience only and do not affect interpretation.
8. Language. These Terms and the Contract are drawn up in English. Any translation is provided for convenience only, and the English version prevails.

Article 17 — Governing law and jurisdiction

1. Governing law. Dutch law governs the Offer, these Terms and the Contract. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and any future uniform international sales law do not apply.
2. Jurisdiction. All disputes arising out of or relating to the Offer, these Terms or the Contract are submitted exclusively to the competent court in The Hague, the Netherlands, unless Resoniks elects another competent court in writing.

Part B — Sale of the System

Part B applies where the Offer provides for the sale of a System.

1. Retention of title. Ownership of the sold System passes to the Client only on full payment of the purchase price and any permitted ancillary claims (article 3:92 of the Dutch Civil Code). Until then the System remains Resoniks' property; the Client keeps it with due care and identifiable, does not encumber or dispose of it, insures it against fire, explosion, water damage and theft, and does everything reasonably required to protect Resoniks' ownership.
2. Risk. Risk in the sold System passes to the Client at the moment provided by the Incoterm agreed under Article 4.7, even where title is retained under Article B1. If no Incoterm is agreed, risk passes on delivery at the agreed address.
3. Default and repossession. If the Client is in default, Resoniks may dissolve the sale by written notice where the statutory conditions are met and reclaim the System under article 7:39 of the Dutch Civil Code, taking account of articles 7:40 to 7:42 of the Dutch Civil Code. The Client cooperates with the return of the System within fourteen (14) days of being requested to do so.
4. Warranty. Resoniks warrants that, on delivery, the System conforms to the specifications in the Offer for a period of twelve (12) months. Resoniks' sole obligation under this warranty is, at its option, to repair or replace the non-conforming System. The warranty does not cover normal wear, misuse, unauthorised modification, faulty calibration or adjustment by the Client, or unsuitable site conditions, and lapses if the Client has not met its obligations under the Contract. To the extent permitted by law, Resoniks disclaims all other warranties, whether express or implied, including any implied warranties of merchantability and fitness for a particular purpose. For third-party devices, the warranty of the relevant manufacturer prevails (Article 3.5).
5. Software. Software supplied with a sold System is licensed under Part D.
6. Optional return right. Where the Offer or Resoniks' website expressly grants a return right, the Client may return the relevant product within thirty (30) days of delivery by giving written notice within that period. The product must be unused, undamaged and complete, in its original packaging, and is returned at the Client's cost and risk. Resoniks refunds the price paid, less any reduction in value and any return or restocking charge stated in the Offer or on the website. The return right does not apply to a System that is customised, configured or manufactured to the Client's specification, to an installed System, or to Services already performed. On return, the licence under Part D ends and the Client ceases all use of the Software.

Part C — Rental / Lease of the System

Part C applies where the Offer provides for the rental or lease of a System, including pilots.

1. Ownership. The rented System remains the property of Resoniks at all times. The Client obtains only a non-exclusive right to use the System during the term. No title passes to the Client, and no retention-of-title or purchase provisions apply to a rented System.
2. Use. The Client uses the System only for its intended purpose and in accordance with Resoniks' instructions, keeps it in good condition, does not move or modify it without Resoniks' prior written consent, and grants Resoniks access for inspection and maintenance.
3. Risk, loss and damage. The Client bears the risk of loss of or damage to the rented System during the term, other than normal wear, and insures the System for its replacement value against fire, explosion, water damage and theft. The Client notifies Resoniks promptly of any loss or damage.
4. Return. On termination or expiry, the Client returns the System in its original condition (normal wear excepted) within fourteen (14) days, in accordance with Article C7. Where the Offer provides that Resoniks removes or collects the System, Resoniks does so at the Client's cost and the Client provides access and reasonable assistance.
5. No automatic dissolution. No automatic dissolution applies to a rental. Termination is governed by Article 15.
6. Software. Software supplied with a rented System is licensed under Part D for the rental term.
7. Return logistics and risk. On return of a rented or leased System, the Client is responsible for collecting, packaging and shipping the System back to Resoniks, and bears the cost and the risk of loss of or damage to the System, including during packaging and transport, until Resoniks has received it. This Article does not apply where the Offer provides that Resoniks removes or collects the System; in that case Article C4 applies and the risk passes to Resoniks on collection.

Part D — Software and Licence

Part D applies to all Software supplied by Resoniks.

1. Licence. Resoniks grants the Client a non-exclusive, non-transferable and non-sublicensable right to use the Software, solely in connection with the System. For a sold System, the licence is perpetual for the version delivered, unless the Offer provides otherwise. For a rented System, the licence runs for the rental term.
2. Restrictions. The Client may not copy (except for a necessary backup), modify, distribute, sublicense or make the Software available to third parties, and may not reverse engineer the Software (Article 6.3). The Client may not use the Software to provide services to third parties (no service-bureau or commercial exploitation) and may not conduct load or penetration testing without Resoniks' prior written consent. The Software may be used only by the Client's own personnel.
3. Confidentiality of Software. The Software is confidential and may contain trade secrets. The Client protects the Software accordingly and treats it as Confidential Information.
4. With a Maintenance Contract. Where the Offer includes a Maintenance Contract, Resoniks provides updates, new versions, error correction and (re-)training as described in the Offer and at the service levels in Part E, against the maintenance Fee. Resoniks may modify the Software provided its functionality is not materially reduced. The Client installs and uses the latest release made available.
5. Without a Maintenance Contract. Where the Offer does not include a Maintenance Contract, the Software is licensed for the version delivered, on an "as is" basis to the extent permitted by law. The Client has no right to updates, new versions, error correction or (re-)training. These may be purchased separately.
6. Support. Resoniks provides support at the levels and response times stated in the Offer and in Part E.
7. Remote access. Where model training or updates use remote connectivity or cloud computing, the Client provides suitable connectivity, and Resoniks may access the System remotely for these purposes.
8. Third-party software. Third-party and open-source software components are licensed on their own terms (Article 3.5).
9. Software warranty. The Software is provided "as is". Resoniks warrants only that the Software has been developed and made available in accordance with generally accepted standards in the sector. Resoniks does not warrant uninterrupted, error-free or fully secure operation. To the extent permitted by law, all other warranties, whether express or implied, including merchantability and fitness for a particular purpose, are disclaimed.
10. Licence audit. Resoniks may, on reasonable notice and at its own cost, verify that the Client's use of the Software complies with the licence, and the Client cooperates with such a verification. If material non-compliance is found, the Client bears the cost of the verification and pays the additional Fees due. Any such verification is carried out by an independent third party who is bound by confidentiality towards the Client, except towards Resoniks to the extent necessary for the verification. The Client grants that third party and Resoniks access to the relevant premises, systems and records for the verification.
11. End of licence. On termination or expiry, the licence ends (except a perpetual licence for a sold version), and the Client ceases to use the Software and, if required, removes or returns it.
12. On-premise operation. The Software runs locally (on-premise) on the System at the Client's site. The Client is responsible for the local environment in which the Software runs, including the hardware, operating system, network, connectivity, power, access management, security and backups, and for ensuring that the local requirements specified by Resoniks are met.

Part E — Maintenance, Support and Service Levels

Part E applies where the Offer includes a Maintenance Contract. A Maintenance Contract may be entered into together with the Contract for the System or separately at a later date. Where it is entered into later, Part A and this Part E apply to it and its term starts on the date stated in the relevant Offer.

1. Scope and availability. Resoniks provides maintenance and support at the service levels set out in this Part and in the Offer. Resoniks ensures the availability of maintenance for the System and Software for at least three (3) years from completion of installation.
2. Definitions. In this Part: a "Defect" is a substantial failure of the Software or System to conform to its specifications; an "Update" or "Release" is a correction or minor enhancement that does not materially change functionality; and a "New Version" is a materially new release.
3. Releases. The Client shall install and use the latest Release.

Defect priorities

Response targets

Resoniks uses reasonable efforts to respond within the following target times, which are estimates and not binding deadlines:

A temporary workaround that restores functionality counts as a resolution, pending a permanent fix.

1. Reporting. Defects are reported through Resoniks' service desk via support@resoniks.com. P1 Defects may also be reported by telephone via +31 85 064 4433.
2. Availability. Where the Offer includes remote or cloud services, Resoniks targets 95% availability per calendar month, excluding scheduled maintenance, force majeure, Client-side issues, connectivity or third-party failures, and misuse.
3. Service credits. If Resoniks does not meet the agreed availability, the Client's sole remedy is a service credit of 5% of the monthly maintenance Fee for each 1% below target, capped at 30% of that monthly Fee, claimed within thirty (30) days of the end of the relevant month.
4. Client cooperation. The Client cooperates with the diagnosis of Defects and the implementation of fixes and workarounds. Delay caused by the Client does not count against the target times.
5. Sole remedy. Except in the case of fraud or wilful misconduct, the remedies in this Part are the parties' sole remedies for service-level and maintenance failures.
6. On-site maintenance. Where the Offer includes on-site maintenance (such as annual visits, sensor calibration checks, quarterly model monitoring or model re-trainings), Resoniks performs these as described in the Offer.

Part F — Pilots and Feasibility Studies

Part F applies where the Offer is for a pilot or a feasibility study.

1. Scope. A "Feasibility Study" is an assessment by Resoniks of whether its acoustic, AI-based method can detect the relevant defects in the Client's parts. A "Pilot" is a time-limited deployment or use of the System at the Client's site to evaluate its performance for the Client's parts. A Feasibility Study is normally carried out at Resoniks' laboratory on Test Objects that the Client sends to Resoniks; in that case no System is supplied to the Client and Part C does not apply. Part C applies only where a System is made available to the Client, which is normally the case during a Pilot.
2. Test Objects. The Client sends the Test Objects specified in the Offer to the address notified by Resoniks, at the Client's cost and risk, and remains their owner. Resoniks handles the Test Objects with due care but does not insure them and is not liable for wear, marking or damage resulting from normal testing. Resoniks returns the Test Objects at the Client's cost and risk if the Client so requests in writing within thirty (30) days after Resoniks has delivered the results or report. If the Client does not make such a request, Resoniks may destroy or otherwise dispose of the Test Objects without owing any compensation.
3. Evaluation only. A pilot or feasibility study is carried out on a best-efforts basis and for evaluation purposes only. Resoniks does not warrant that the method will prove feasible or achieve any particular detection rate or result. The outcome, whether positive or negative, does not entitle either party to any compensation.
4. No obligation to continue. Completion of a pilot or feasibility study does not oblige the Client to purchase or rent, or Resoniks to supply, the System. Any continuation is subject to a separate Offer and Contract.
5. Deliverables. Resoniks provides the results, analysis or report described in the Offer. These are provided for the Client's internal evaluation only and, to the extent permitted by law, "as is".
6. Background IP. All Intellectual Property Rights owned or controlled by a party before, or independently of, the pilot or feasibility study ("Background IP") remain the property of that party. Nothing in the Contract transfers any Background IP.
7. Foreground IP. All results and Intellectual Property Rights that arise from or are developed in the course of the pilot or feasibility study, including any models, algorithms, improvements, methods, analyses and reports ("Foreground IP"), vest exclusively in Resoniks, without prejudice to the Client's Background IP and to the data provisions in Article 9. The Client receives only a non-exclusive, non-transferable licence to use the deliverables internally to evaluate the System, and for no other purpose.
8. Data, confidentiality and term. The Client provides the Test Objects and Test Data specified in the Offer for the pilot or feasibility study; providing them is a binding obligation of the Client. Test Data also constitutes Teaching Data, which Resoniks may use in accordance with Article 9. Articles 8 (Confidentiality) and 13 (Liability) apply. A Pilot runs for the period stated in the Offer; on expiry any System is returned in accordance with Part C, and the Test Objects are returned or disposed of as set out in this Part F.