General Terms and Conditions

Supply of Goods and Services

Taxameter Centrale has its registered office at H.J.E. Wenckebachweg 80, 1114 AD Amsterdam Duivendrecht, and is registered with the Chamber of Commerce in Amsterdam under number 33030098. TMC is registered with De Nederlandsche Bank (DNB) as a payment institution. Information about the supervision of TMC can be obtained from DNB (www.dnb.nl)

These Terms and Conditions are valid from 10 May 2025.

The information in these Terms and Conditions may change; current information can be found at www.taxameter.nl.

General provisions

1 Offer and Agreement

1.1 These general terms and conditions apply to all offers and Agreements under which Taxameter Centrale (hereinafter: ‘TMC’) supplies goods and/or services to the Client, even if these goods or services are not further described in these terms and conditions. Deviations from these general terms and conditions apply only if they have been agreed in writing.

1.2 All offers are entirely without obligation, unless agreed otherwise. Arrangements are recorded in writing.

1.3 To provide legal clarity, TMC’s general terms and conditions take precedence.

1.4 If any provision in the general terms and conditions is void, the remaining provisions remain in force. Where applicable, TMC and the Client will consult each other to agree on new provisions.

1.5 Explicit assembly, installation, service and user instructions and specifications provided are binding on both parties. For goods, other images, drawings, diagrams, dimensions, times or weights provided by TMC are intended to give a general impression of our offer; no rights can be derived from them in any way.

2 Delivery periods

Delivery periods are determined to the best of our knowledge and on the basis of the information known when the Agreement is entered into. TMC observes these as far as possible. As soon as a period threatens to be exceeded, TMC and the Client will consult each other as soon as possible in order to reach a timely solution together. Exceeding a stated period does not mean that TMC is in default.

3 Price and payment

3.1 All prices are exclusive of VAT and other levies imposed by the government.

3.2 If the Agreement involves amounts that the Client must pay periodically, TMC is entitled to adjust the applicable prices and rates during the term. Changes will be announced in writing at least three months before the effective date.

3.3 TMC may adjust the agreed prices for products and services. This will be announced at least three months in advance.

3.4 If the Client does not agree to an adjustment of prices and rates as referred to in article 3.2, the Client may terminate the Agreement in writing within fifteen calendar days of the notification, observing the agreed notice period.

3.5 The payment condition is that invoices must in all circumstances be paid within thirty days of the invoice date.

3.6 If the Client pays late, TMC may charge statutory interest on the outstanding amount.

3.7 All costs arising from judicial or extrajudicial collection proceedings relating to amounts not paid on time are for the account of the Client.

3.7 If additional work is added to the assignment, costs will be charged for it on the basis of the written order for additional work. This also applies to work that TMC cannot carry out in the usual manner or without interruption due to causes not attributable to TMC. Completion may also be delayed as a result.

3.8 Every year, the instalments for services are indexed on 1 January on the basis of the CPI (Consumer Price Index), using the most recent index published by Statistics Netherlands (CBS) at the time the first instalment for the period after 1 January is invoiced.

4 Confidential information and non-solicitation clause

4.1 TMC and the Client shall keep confidential the information that they receive (in whatever form) from the other party, all information about the other party that they know or can reasonably suspect to be secret or confidential, and information of which they can expect that its disclosure may harm the other party, and shall take the necessary measures to ensure that their staff keep the said information confidential.

4.2 This duty of confidentiality does not apply to information:

a) that was already public at the time the recipient received it, or has since become public without a breach by the receiving party of a duty of confidentiality resting on it;

b) that the receiving party can prove was already in its possession at the time it was provided by the other party;

c) that the receiving party has received from a third party who was entitled to provide this information to the receiving party;

d) that is made public by the receiving party on the basis of a statutory obligation.

4.3 The duty of confidentiality described in this article applies until five (5) years after termination of the Agreement concluded between the parties.

5 Retention of title and rights

5.1 TMC transfers ownership of the delivered Goods, or rights of use for work performed, to the Client as soon as all amounts due have been paid. For the transfer of the associated risk, reference is made to article 6.

6 Risk

6.1 The risk of loss of or damage to the Goods that are the subject of the Agreement passes to the Client at the moment they are actually at the Client’s disposal, even if ownership as described in article 5 has not yet been transferred.

7 Intellectual or industrial property rights

7.1 TMC is, or acts under licence from, the intellectual or industrial owner of the rights to the software and hardware or systems made available. The Client has rights of use. Copying or ‘reverse engineering’ of Software or other materials is not permitted.

7.2 The Client uses the materials for the purpose for which they have been made available and only allows authorised persons to use them. The Client regulates unauthorised use of the products in such a way that TMC can assume that the contractual provisions cannot be harmed. This is the responsibility of the Client.

7.3 If the Client develops Software and, in connection with interoperability, needs information about Software that TMC makes available, TMC will receive a written and specified request for information from the Client. TMC will indicate within a reasonable period whether the Client can obtain the requested information and under what conditions. Interoperability means the ability of Software to exchange information.

7.4 If the Client is faced with a legal claim based on the assertion that the Software, equipment or materials developed by TMC, or whose rights it represents on behalf of third parties, infringe an intellectual or industrial property right applicable in the Netherlands, TMC will take over responsibility for this from the Client. The Client must, however, immediately inform TMC in writing of the existence and content of the legal claim. The Client leaves the handling of the matter to TMC.

This obligation lapses if the infringement is related to changes that the Client has made to the software, equipment or materials.

8 Cooperation by the Client

8.1 The Client provides TMC in good time with all data and/or information required for the performance of the Agreement and, where necessary, provides all cooperation.

8.2 The Client is responsible for the use and application of TMC’s equipment, software and services within its organisation. It is also jointly responsible for control and security procedures and adequate management. Where necessary, the Client adequately secures the data to be transferred and/or concludes a data processing agreement with TMC for that purpose.

8.3 TMC needs the data required for the performance of the Agreement on time and in accordance with the arrangements. If the Client does not fulfil its obligations, TMC is entitled to suspend the performance of the Agreement and the resulting costs may be charged.

8.4 If TMC employees carry out work at the Client’s location, the Client will make the necessary and desired facilities available, within reason.

9 Termination

9.1 If one of the parties attributably fails to fulfil its obligations, the other party is entitled to dissolve the Agreement. This must, however, be preceded by a written notice of default that is as detailed as possible. TMC and the Client will also give each other a reasonable period to remedy the shortcoming.

9.2 If the Agreement has been entered into for an indefinite period, both parties may terminate it in writing. Naturally after proper consultation, stating the reason(s) and within the agreed notice period.

9.3 In the event of suspension of payments, bankruptcy, cessation of business, liquidation or inability to pay of the Client, TMC may terminate the Agreement in writing with immediate effect, without any obligation to pay compensation.

9.4 Whatever has already been delivered at the time of dissolution as referred to in article 9.1 will be returned and the depreciation compensated. If the delivery cannot be undone or return is no longer possible, the payment obligation will continue to exist. Article 5 remains fully in force.

10 Liability of TMC

10.1 The Client reports damage to TMC in writing as soon as possible after it has occurred.

10.2 TMC is liable if it attributably fails to perform the Agreement. That liability is limited to compensation for direct damage up to a maximum of the price (excluding VAT) of the Agreement. If the Agreement is a continuing agreement with a term of more than one year, the stipulated price is set at the total of the fees (excluding VAT) for one year. In no event will the total compensation for direct damage exceed the contract sum.

Direct damage means:

a) the reasonable costs incurred by the Client to make TMC’s performance conform to the Agreement;

b) the reasonable costs incurred by the Client because TMC has not delivered on a binding delivery date, as a result of which the customer is forced to keep its old system operational for longer, including the facilities associated with it.

c) the reasonable costs incurred by the Client to determine the cause and extent of the damage, insofar as these costs relate to direct damage as defined in these terms and conditions;

d) reasonable costs incurred by the Client to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as defined in these terms and conditions.

10.3 TMC’s liability for damage due to death or bodily injury or for material damage to property will not exceed two million five hundred thousand euros (€ 2,500,000.00) per claim, whereby a series of related events counts as one event.

10.4 Loss of profit, loss of income, missed savings and damage due to business interruption are cases of indirect damage. TMC is not responsible for these under any circumstances.

10.5 TMC is only liable for an attributable failure to perform an Agreement after the Client has given TMC written notice of default. In doing so, the Client gives TMC a reasonable period to remedy the shortcoming. Only if TMC still attributably fails to fulfil its obligations after that period does it remain in default. This notice of default must also contain a detailed description of the shortcoming, so that TMC can respond adequately.

10.6 A condition for any right to compensation to arise is always that the Client reports the damage to TMC in writing as soon as possible after it has occurred.

10.7 If the Client supplies a TMC product or system to a third party, TMC is not liable for a defect in that product or system.

10.8 To guarantee the operation of the products supplied by TMC and to be able to fulfil the Service Level Agreement, the Client is not permitted to connect any form of third-party hardware and/or software to TMC products without TMC’s prior written consent. Acting contrary to this by the Client may result in the warranty conditions lapsing and in TMC unilaterally dissolving the Agreement. All direct and indirect costs arising from such contrary action - including the payment instalments for the remaining term of the Agreement – remain in force and will be passed on to the Client.

11 Force majeure

11.1 TMC and the Client have no actual obligation towards each other in the event of force majeure. However, the parties will always endeavour to fulfil their obligations where possible and to support each other in achieving the best attainable result. Force majeure includes, among other things, a non-attributable failure by TMC’s suppliers.

11.2 If the force majeure situation has lasted longer than ninety calendar days, the parties are entitled to dissolve the Agreement in writing. Whatever has already been performed under the Agreement will be settled proportionally, without the parties owing each other anything further.

12 Amendment of terms and conditions

12.1 TMC is entitled to amend these terms and conditions unilaterally. Amendments will be communicated no later than three months before the effective date, indicating where on taxameter.nl or elsewhere the terms and conditions are available. The Client is obliged to inform itself of the amendments following such an announcement. If no written response has been received before the effective date of the amendment, this constitutes acceptance of the amendment.

12.2 If the Client does not agree with the amendment, it must contact TMC’s account manager within one month of the announcement. The parties will then jointly endeavour to find a suitable solution. If, after consultation, the Client cannot agree with the proposed solution, it has the right to terminate the agreement with immediate effect free of charge.

13 Applicable law and competent court

13.1 All Agreements, the General Terms and Conditions and agreements arising from or related to them are governed exclusively by Dutch law. The applicability of the 1980 Vienna Sales Convention (CISG) is expressly excluded.

13.2 All disputes relating to, or arising from, the Agreement and these General Terms and Conditions will be submitted to the competent court in Amsterdam. TMC reserves the right to litigate before the court of the place of business of the Client/renter/lessee.

Parking services

Application Hosting Service

Application Hosting Service means making software available and processing data as a service using the technical infrastructure.

14 Performance of the work

14.1 TMC will perform the hosting with care, in accordance with established procedures and arrangements.

14.2 The Client ensures that the data it makes available to TMC for the performance of the hosting is correct and complete.

15 Telecommunications

15.1 The Client (unless quoted otherwise due to specific circumstances) is responsible for the choice of telecom provider (for the telecommunication of the parking payment machine), the associated facilities and the specific service. The quality of the signal and the timely availability of the facility are also the responsibility of the Client. Where applicable, TMC provides the Client with the minimum specifications of such services.

16 Security and privacy

16.1 The Client complies with the statutory regulations for data processing, in particular those included in the General Data Protection Regulation (GDPR). TMC ensures adequate security of the processing of personal data.

16.2 If personal data is processed, an agreement will at all times be concluded in accordance with Article 28(3) GDPR between the Client as Controller and TMC as Processor.

17 Warranty

17.1 It is the responsibility of the Client to check the results of the hosting service. If products, Software, procedures or operating actions result in imperfections in the results of the processing, TMC will repeat the processing of data free of charge in order to remedy these imperfections to the best of its ability.

Services

Services means the various services supporting the parking services. These include, among other things, organisational and automation advice, feasibility studies, consultancy, education, courses, training, support, secondment and the design or development of Software or information systems.

18 Performance

18.1 In the case of services provided in phases, services belonging to a subsequent phase are postponed until the Client has accepted the results of the preceding phase in writing.

19 Changes and additional work

19.1 Work or other performance that falls outside the content or scope of the agreed services will be carried out at the usual and/or agreed rates. Matters concerning changes and additional work are always recorded in writing and require the agreement of both parties. TMC is, however, not obliged to comply with such a request. The Client accepts that additional work or performance may affect the time of completion of the services.

20 Education, courses and training

20.1 If there are too many or too few registrations, TMC may combine the education, course or training with one or more other education programmes, courses or training sessions, or organise it on another date or at a later time.

Development of Software

Software means the software for the operation of Equipment

21 Development and configuration

21.1 The Client specifies in writing the requirements for the Software that TMC will develop. TMC carries out the Software development and/or configuration with care on the basis of the data provided by the Client. The Client vouches for the correctness, completeness and consistency of that data.

21.2 If TMC develops or configures specific Software for the Client, the intellectual property as described in article 7 remains with TMC, unless agreed otherwise.

22 Delivery, installation and acceptance

22.1 The Software is deemed to have been accepted:

a) if the agreed acceptance test has been successfully completed and the delivery protocol has been signed;

b) if TMC receives a test report before the end of a test period and the errors listed in that test report have been remedied, apart from imperfections that, in accordance with article 22.2, do not prevent acceptance;

c) if the acceptance test shows that the Software contains errors that hinder the progress of the test, the Client informs TMC of these errors with a detailed test report no later than the last day of the test period. TMC remedies the reported errors within a reasonable period, whereby temporary solutions, program workarounds or problem-avoiding restrictions in the Software are also permitted.

22.2 Acceptance of the Software is not dependent on minor errors that do not reasonably prevent the operational or productive use of the Software.

Use and maintenance of Software

23 Right of use

23.1 TMC grants the Client the non-exclusive right to use the Software.

23.2 The Client uses the Software exclusively within its own business or organisation, for a specific number and type of users.

23.3 The right of use is not transferable.

24 Installation

24.1 TMC makes the Software available to the Client through hosting.

25 Maintenance

25.1 If a maintenance agreement has been concluded for the Software, the Client reports errors found in the Software to TMC in accordance with the procedures agreed for this purpose. After receiving the report, TMC will, to the best of its ability, remedy errors or make improvements in later new versions of the software.

25.2 TMC does not guarantee that the Software will work without interruption or errors, or that all errors will be remedied.

25.3 TMC is entitled to implement temporary solutions, program workarounds or problem-avoiding restrictions in the Software.

25.4 Recovery of corrupted or lost data is not covered by maintenance. TMC will, however, make efforts to support the Client in recovering or retrieving data.

Sale of Equipment

26 Delivery

26.1 The Equipment that the Client purchases from TMC is delivered to a location in the Netherlands designated by the Client.

26.2 TMC informs the Client in good time before delivery of the time at which delivery is planned.

27 Installation

27.1 Before delivery of the Equipment, the Client provides a suitable installation location with all necessary facilities, such as cabling and telecommunication facilities. On request, TMC will make the Client an offer for the installation of these facilities.

28 Delivery, installation and acceptance

28.1 The equipment is deemed to have been accepted on the date of delivery. If TMC installs it, on the date of installation or, where applicable, after a Site Acceptance Test (SAT).

29 Warranty

29.1 TMC will, to the best of its ability, remedy any material and manufacturing defects in the Equipment within three months of delivery. The condition is that these defects have been reported to TMC in detail within that period. All replaced parts become the property of TMC. The warranty obligation lapses if these defects are the result of incorrect and/or improper use, external causes such as fire or water damage, extreme natural forces and vandalism, or if the Client makes changes to the Equipment without TMC’s permission.

29.2 A condition for the warranty is that the Client carries out preventive maintenance on the Equipment at least once a year. TMC can also carry out this maintenance. If the Client outsources the preventive maintenance to TMC, a maintenance contract will be concluded for this.

Maintenance of Equipment

30 Duration of the maintenance obligation

30.1 The Agreement for hardware and software maintenance of Equipment applies for the agreed duration.

30.2 After expiry, the term of the Agreement is always tacitly extended by one (1) year, unless the Client or TMC terminates the Agreement in writing. In the latter case, a notice period of three months applies.

30.3 Termination does not give rise to an obligation to pay compensation if the applicable notice period is observed.

31 Maintenance work

31.1 Maintenance means:

a) preventive maintenance: the inspection that TMC considers necessary to prevent malfunctions. Preventive maintenance includes, among other things, updating, adjusting and cleaning the Equipment. The costs of upgrading Equipment to a new software version and/or functionalities are at all times for the account of the Client;

b) corrective maintenance: remedying malfunctions of the Equipment that have arisen during normal use as a result of wear and tear and due to defects in the Equipment. This also includes repairs to and replacement of worn or damaged parts.

A malfunction only exists if it can be demonstrated and reproduced.

31.2 TMC carries out maintenance during office hours, unless agreed otherwise.

32 Maintenance and usage conditions

32.1 If a malfunction of the Equipment occurs, a competent employee or representative of the Client immediately prepares a detailed description of it, which is submitted to TMC.

32.2 The Client makes the Equipment available to TMC for work and/or provides access to it.

32.3 The Client is responsible for the technical, spatial and telecommunication facilities required for the Equipment to function.

33 Exclusions

33.1 Work to investigate or remedy malfunctions resulting from improper use of the Equipment by staff of the Client or third parties carrying out such work on its behalf does not form part of TMC’s obligations. This also applies to malfunctions caused by faults in communication lines, in the power supply or in connections with Equipment, Software or materials that do not fall under the Agreement.

33.2 TMC is entitled to suspend maintenance in the event of a delay in payment of the maintenance fee.

33.3 Recovery of corrupted or lost data is not covered by maintenance. TMC will, however, help the Client to repair the damage where possible. The costs of this will be discussed.

Payment services

34 Laws and regulations

34.1 TMC is a payment institution and holds a licence to provide payment services 3 and 5 under PSD2. TMC and the Stichting Beheer Mobiliteitsgelden are supervised by De Nederlandsche Bank (DNB).

34.2 TMC is registered as an Acceptant Payment Service Provider (APSP) with Betaalvereniging Nederland (the Dutch Payments Association).

34.3 TMC provides its payment services under the trade name Payflux.

34.4 In fulfilling its obligations arising from the payment services, TMC engages the Stichting Beheer Mobiliteitsgelden. All payments, insofar as they are made by TMC, are made through this foundation.

35 Payment services

35.1 Under its licence and registrations, TMC offers various payment services (Products). For the specific conditions of these payment services, reference is made to the related product conditions, which will form part of the Agreement.

35.2 If TMC provides payment services, it will, in accordance with the applicable laws and regulations and the applicable Regulations, have to carry out a (re)boarding and screening process with regard to the Client. In that case, the entire Agreement (including with regard to the parking services) is only concluded subject to the condition precedent that TMC has accepted the Client. After completing this process, TMC will inform the Client if the Client is not accepted.

35.3 Scheme Owner(s), Supervisory Authority(ies) and/or the Acquirer may set further limits or (acceptance) conditions before a particular payment service may be used by the Client. In that case, the Agreement is concluded subject to the condition precedent that the Client meets these further limits or condition(s). The Client undertakes to continue to comply with these limits and conditions after the Agreement has been concluded.

35.4 The Client is obliged to strictly follow the Regulations regarding the use of the payment service. The Regulations may contain provisions that deviate from these General Terms and Conditions and product conditions. In the event of any conflict, the provisions of the Regulations shall prevail at all times. TMC will, to the best of its ability, inform the Client of the obligations arising for it from the Regulations. The fact that TMC has not informed a Client of a relevant Regulation is no ground for considering that Regulation not applicable.

35.5 The Client expressly accepts the rights and powers of Acquirers, Scheme Owner(s) and Supervisory Authority(ies) included in the Regulations. These include, for example (but not exclusively), indemnities and investigative powers. Failure to comply with the Regulations means that the Client is liable for any damage or fine incurred by TMC.

Additional Terms and Conditions for Rental and Lease Agreements

36 Applicability

36.1 The Additional Terms and Conditions for Rental and Lease Agreements apply to all rental/lease agreements and offers

36.2 The applicability of general delivery and/or payment conditions of the renter/lessee is expressly excluded.

36.3 If the written offer or rental/lease agreement made by TMC contains other conditions, those conditions apply in addition to the Additional Terms and Conditions for Rental and Lease Agreements, or replace the provisions of the Additional Terms and Conditions for Rental and Lease Agreements that relate to the same subject. In the latter case, all other provisions of the Additional Terms and Conditions for Rental and Lease Agreements remain fully in force.

36.4 The Additional Terms and Conditions for Rental and Lease Agreements may be amended by TMC from time to time. The amended conditions replace these conditions each time. Reference is made to article 12.

37 Formation of the Agreement

37.1 All offers are without obligation, unless expressly stated otherwise in writing in the offer. Offers are valid for a period of thirty (30) days, unless TMC has withdrawn the offer or it is expressly stated otherwise in writing in the offer.

37.2 The stated periods are only binding if they have been agreed in writing with the renter/lessee. Delivery of Goods and/or provision of services always takes place at the instalment applicable at the time the Agreement is concluded.

37.3 The rental/lease agreement between TMC and the renter/lessee is concluded by TMC’s written acceptance of the rental/lease agreement signed by the renter/lessee. If possible and if TMC considers it necessary, TMC will confirm an oral acceptance in writing.

38 Commencement date of the rental or lease agreement

38.1 The commencement date of the Agreement is recorded in the rental/lease agreement. It may be agreed that the commencement date is the same as the date on which the delivery protocol is signed.

39 Fee and payment

39.1 The instalment invoice consists at least of the fee for the rental/lease. In addition, the instalment invoice may include a fee for services related to the rented property that are to be or have been purchased. TMC is not obliged to specify the separate components of the instalment.

39.2 The invoice amount, including VAT where applicable, must be paid no later than thirty (30) days after the invoice date. The payment date is the day on which the amount is credited to TMC’s bank account. In all cases in which payment is made late, TMC will charge the renter/lessee the statutory interest applicable at that time.

39.3 All costs arising from judicial or extrajudicial collection proceedings relating to amounts not paid on time are for the account of the renter/lessee.

39.4 The instalments are invoiced in advance of the relevant period.

39.5 The first invoice includes the period from the commencement date as well as the one-off assembly and installation costs. The final invoice (unless agreed otherwise) also includes the costs of disassembly and removal.

39.7 TMC is entitled to suspend the performance of work and the provision of the hosted service if a payment due is not made. Prior to the suspension, TMC will inform the renter/lessee by registered letter that it intends to suspend the services. The renter/lessee will be given the opportunity to make payment within eight (8) days of this letter, in order to prevent the services from being suspended. TMC is not liable for damage resulting from this suspension of services in the event of non-payment.

39.8 The renter/lessee is not permitted to unilaterally suspend payment of the instalments if the service is not provided as agreed. In such cases, the renter/lessee must contact TMC immediately to enable TMC to restore the provision of the service. The renter/lessee may submit a request for compensation to TMC, which will then be handled in accordance with Article 10.

40 Termination

40.1 The duration of the (minimum) rental/lease period is recorded in the rental/lease agreement.

40.2 If desired by the parties, the Agreement may be extended at the end of this period.

40.3 The renter/lessee cannot terminate the Agreement prematurely.

40.4 TMC may terminate the Agreement in whole or in part with immediate effect by written notice, without notice of default and without judicial intervention, if the renter/lessee is granted a provisional or definitive suspension of payments, in the event of inability to pay, if bankruptcy of the renter/lessee is applied for, or if its business is liquidated or terminated other than for the purpose of reconstruction or merger of businesses. TMC will never be liable for any compensation on account of such termination.

40.5 In the event of early termination of the rental/lease agreement, the remaining instalments of the rental/lease agreement up to the end of the term become immediately due and payable. At TMC’s discretion, the residual value of the rented property or the costs of removal are then also due and payable.

41 Maintenance

41.1 During the term of the Agreement, maintenance may only be carried out by TMC employees or by third parties designated by TMC.

41.2 Employees of the renter/lessee may only carry out maintenance, provided they are sufficiently trained, if and insofar as this is stated in the rental/lease agreement. The required level of expertise is determined by TMC.

42 Responsibilities of the renter/lessee

42.1 The renter/lessee is responsible for taking on the management and supervision of the rented/leased property.

42.2 The renter/lessee is liable for damage caused by it or by third parties. This liability is not reduced by any limitations in an insurance agreement that the renter/lessee has concluded with an insurer.

42.3 The renter/lessee is not permitted to move, modify or remove the rented/leased property. If circumstances nevertheless make this necessary, prior consultation with TMC must take place.

42.4 The renter/lessee is obliged to compensate TMC for all damage it suffers as a result of the culpable or non-culpable disappearance of the rented/leased property.

42.5 The renter/lessee is obliged to purchase all services throughout the entire term of the rental/lease agreement, as agreed at the time the rental/lease agreement was concluded.

43 Retention of title

43.1 In the event of an agreed takeover by the renter/lessee of the Goods during or at the end of the Agreement, all Goods delivered and yet to be delivered remain the exclusive property of TMC until all claims that TMC has or will acquire against the renter/lessee in respect of the Goods delivered or to be delivered under the Agreement, or work performed or to be performed, have been paid in full.

43.2 As long as ownership of the Goods has not passed to the renter/lessee, the renter/lessee may not pledge them or grant any other right to them to third parties.

43.3 The renter/lessee is obliged to keep the Goods delivered under retention of title with due care, adequately insured and recognisable as the property of TMC.

43.4 TMC is entitled to take back the Goods delivered under retention of title that are in the possession of the renter/lessee if the renter/lessee is in default with regard to the fulfilment of its payment obligations or is or threatens to get into payment difficulties. The renter/lessee will at all times grant TMC free access to its premises and/or buildings for the inspection of the goods and/or the exercise of TMC’s ownership rights.

43.5 TMC reserves the right to transfer the rights and obligations under the rental/lease agreement to a third party without the prior consent of the renter/lessee. In the event of transfer of the rental/lease agreement to a third party, the rental/lease conditions will remain unchanged. By accepting the rental/lease agreement, the renter/lessee grants advance consent to the transfer of the rights and obligations under the rental/lease agreement.

43.6 The renter/lessee grants TMC a right of superficies, insofar as and if legally necessary for the placement of the rented/leased property. TMC owes the renter/lessee no compensation for this right of superficies. The renter/lessee indemnifies TMC against any risk of accession.

Definitions

Equipment

Movable goods and products.

Software

Software for the operation of Equipment.

Regulations (payment services)

The regulations that form an additional part of the Agreement, including – but not limited to - the Scheme Rules, the PCI Conditions, the conditions of the Acquirer and other regulations, as amended and/or additionally imposed from time to time by TMC, the Scheme Owners, the Acquirer or the Supervisory Authority.

Goods

Items such as Equipment, products, materials and/or parts.