General Rental Terms and Conditions

  1. General

In this Lease Agreement, “XTF” refers to Xillium B.V., and/or:

  • The financing company, or its legal successors under general or specific title.
  • Third parties engaged by or on behalf of Xillium B.V. and/or by the financing company for the purpose of performing this Lease Agreement.

The term “Contracting Party” refers to (a) natural person or legal entity (or entities) that is a party to this Lease Agreement, both jointly and severally, including any co-obligors, as well as its (their) legal successors.

  • Definitions:

Lease Agreement: an agreement between XTF (lessor) and the Contractor (lessee) for the lease of Products.

Manufacturers: manufacturers of printing and copying equipment.

Products: Hardware and/or Software.

Equipment: machines used to create, file, process, and/or destroy documents.

Software: software that may be embedded in the Equipment provided, installed separately on the Contractor’s network, or offered as an additional service.

Rental Fee: the amount in euros charged to the Contracting Party for each Product.

Consumables: materials needed to keep the Equipment operational, such as cartridges, drums, toners, and developers.

XMS: Xillium Managed Services. Remote management of your Products, resulting in a single, integrated service offering. The procedures and terms and conditions of XMS are described in a separate Service Level Agreement, the contents of which are known to the Contracting Party and to which the Contracting Party has agreed.

Delivery: the transportation of the Products to the Contracting Party and their handover to the Contracting Party.

Installation: the placement and connection of the Products by XTF.

Implementation: The set of actions and measures required to enable the use of the Products.

Training: Instructing the Contractor’s users on the proper use of the Products.

SEPA: Single Euro Payments Area.

In-scope flag: Designated Equipment for which the “In-scope flag” has been selected in the Services Manager (SM) application, in order to enable service provision and billing to any location requested by the Contracting Party.

TG: The Meter Reading Generator (TG) collects data from devices connected to the network and/or locally connected to other network devices; this data is sent to the SM for analysis and to generate various reports, including the automatic collection of data for billing purposes.

Tools: The tools provided by Manufacturers, including software-related components, documentation, and methodology-based components, that are used to provide XMS, which include, among others: TG, Services Manager (SM), Services Portal (SP), Tools Lite (TL), Report Manager (RM), and other components that Manufacturers may add from time to time. Manufacturers may rename these components from time to time.

  1. Terms of Use

These terms and conditions apply to all legal relationships in which XTF acts as the lessor of Products.

The applicability of any general (purchasing) terms and conditions used by the Contracting Party is expressly excluded. Deviations from these terms and conditions may only be made in writing.

  1. Conclusion of a Lease Agreement

All offers made by XTF are non-binding. An agreement between XTF and the Contracting Party is not concluded until a written agreement has been legally signed by both XTF and the Contracting Party. If multiple Products are listed in this Lease Agreement, it is assumed that a separate agreement has been concluded for each of those Products, subject to these lease terms and conditions.

  1. Rental Start Date

The term of the agreement begins on the first day of the calendar quarter following the installation date. The obligation to pay the Rent Instalments begins on the installation date. For the period between the installation date and the start of the term of the agreement, the Contracting Party is liable to pay a fee, which is determined as a pro rata portion of the Rent Instalment. This fee must be paid by the Contracting Party no later than the due date of the first Rent Instalment.

  1. Term of the Lease Agreement

XTF leases the Products for the term specified in the Lease Agreement, which ends on the last day of that term. Upon expiration of the agreed-upon term, the agreement shall be tacitly renewed for a period of 12 months, unless XTF or the Contracting Party notifies the other party by certified mail no later than six months prior to the relevant expiration date of the agreement that it does not wish to continue the agreement.

  1. General Property Law

The Equipment shall remain the property of XTF at all times, which the Contracting Party acknowledges. The Contracting Party shall immediately make this ownership clear to anyone seeking to assert rights to the Equipment, such as a bailiff or the tax authorities. Should such a situation arise, the Contracting Party shall immediately notify XTF of any claims made by third parties.

The Contractor may not assert any ownership rights with respect to the Equipment and shall refrain from claiming any tax benefits or rights relating to the Equipment; these are reserved exclusively for the owner of the Equipment, in this case XTF.

  1. Risk and Insurance

From the moment the Equipment is delivered, the Contracting Party bears the risk of damage and of total or partial loss or destruction of the Equipment, regardless of the cause, until such time as the Equipment is once again in XTF’s actual possession. The Contracting Party shall immediately notify XTF of any instance of damage, loss, or destruction. Even if the Contractor, for any reason whatsoever, is wholly or partially prevented from using the Equipment, the Contractor remains obligated to pay the agreed-upon Rental Fees in full for the entire rental period, and XTF shall not be liable for any resulting damages to the Contractor. The Lessee is not entitled, in the event that the Equipment is partially destroyed due to any incident, to claim any reduction in the rental price or termination of the agreement. As the policyholder, the Lessee is obligated, at its own expense, to insure and maintain insurance coverage for the risks relating to the Equipment—including the risks of damage and total or partial loss, as well as the risk of liability toward third parties—under the most comprehensive terms possible. The Contracting Party shall, upon XTF’s first request, provide XTF with proof of insurance, consisting of a copy of the policy and proof of premium payment. If the Contracting Party fails to provide proof of insurance following XTF’s aforementioned request, XTF has the right (but not the obligation) to have the Equipment insured (if necessary, through third parties). XTF will recover the resulting costs from the Contracting Party. The Contracting Party shall strictly comply with all conditions set forth in the insurance agreement. In the event of loss of the Equipment, for any reason whatsoever, including damage such that the Equipment is, in the opinion of the expert appointed by the insurers, beyond repair, the Lease Agreement shall be terminated with immediate effect and, without prejudice to XTF’s other rights under the agreement, the Contracting Party shall owe XTF immediately due and payable compensation equal to;

a. the total of the unpaid and future Rent installments that the Contracting Party would have been required to pay had the agreement continued, plus;

b. the residual value of the Equipment as determined by XTF at the time the agreement was entered into, at the end of the agreed fixed

c. Any insurance proceeds paid to XTF in connection with the relevant event shall be deducted from the total amount owed by the Contracting Party to XTF pursuant to Article 7(a) and (b) above. If such proceeds exceed the amount owed by the Contracting Party in this regard, the surplus shall accrue to the Contracting Party. To the extent that any loss suffered by XTF as a result of damage to or total or partial loss of the Equipment is, for whatever reason, not covered or insufficiently covered by an actual insurance payout, such loss shall be borne by the Contracting Party.

  1. Installation and Acceptance

The Contractor shall ensure that the required technical and spatial facilities, as well as electrical connections, are ready prior to the delivery date. The Contractor shall ensure that the location where the Equipment is to be installed is suitable and accessible for installation. The specifications for this, as well as the weight and dimensions of the Equipment, have been communicated to the Contractor in advance. By signing the Lease Agreement, the Contractor confirms that XTF has informed it of these details. XTF is not liable for any delays in delivery or installation.

Before accepting delivery, the Contractor shall verify that the Equipment complies with the specifications and is free of damage. By signing the delivery document, the Contractor is deemed to have received the Equipment and to have accepted that the Equipment functions in accordance with the specifications and is free of damage.

  1. Maintenance and Troubleshooting

Before requesting service, the Contractor must, if technically feasible, follow the troubleshooting procedure. The Contracting Party must cooperate in the process of conducting a telephone troubleshooting analysis and implementing the possible solution before a technician is dispatched to the location of the Equipment. With respect to the Equipment in question, XTF undertakes to perform the following services to the best of its ability:

a. Maintenance, which includes inspection, repair, and the installation of replacement parts in the event of normal wear and tear, to the extent necessary for the proper functioning of the Equipment in question.

b. Troubleshooting (provided that no data storage media and/or consumables are involved that were not supplied or recommended by XTF, and there is no excessive use of the Equipment). Reports of malfunctions will be addressed immediately upon receipt.

c. XTF agrees to keep parts in stock for the duration of the Lease Agreement

d. During maintenance or repairs, the Contracting Party shall provide all necessary facilities, such as electrical power, lighting, and tools, at its own expense. This also includes establishing test connections, if necessary, to determine the causes of malfunctions.

e. No maintenance or technical assistance will be provided if, and for as long as, the Equipment is connected to peripheral devices, and/or input devices, and/or Software that has been installed without XTF’s approval; this does not relieve the Contracting Party of its

f. Maintenance work is performed Monday through Friday between 8:30 a.m. and 5:00 p.m., with the exception of generally recognized

  1. Consumables

If the Lease Agreement includes Consumables, XTF will supply the Lessee with cartridges, drums, toners, and developers, which items remain the property of XTF as long as they have not been used. If the Contractor uses consumables in the Equipment that were not supplied or recommended by XTF, XTF reserves the right to consider the Lease Agreement terminated, without the Contractor being entitled to a refund of any amounts already paid to XTF.

  1. Software

If the Equipment includes Software, the Contracting Party is not permitted to copy or reproduce such Software in any manner whatsoever. XTF shall not be liable in any way for damages resulting from the malfunction or improper use of the Software. Software packages are sold and delivered by Xillium as an agent of the relevant software manufacturer. The corresponding software licenses are entered into between the Contracting Party and the relevant licensor. The terms and conditions of the corresponding software licenses, including, among other things, the scope of permitted use, apply in full to the Contracting Party’s use. For example, the Contracting Party is not permitted to copy or reproduce this Software in any manner whatsoever. The provisions in the corresponding Software licenses regarding applicable warranties and/or liability provisions also remain in effect.

XTF shall not be liable in any way for damages resulting from the malfunction or improper use of the Software.

  1. Reimbursements

a. The agreed-upon Lease Term applies to rent and services, as described on the front page of this Lease Agreement and in Article 9, as well as to the supply of the Consumables described in Article 10 and

b. An A3-size print will be charged as 2 prints, unless otherwise agreed upon and specified under “Details” on the front page of this

c. Work performed by XTF that does not fall within the scope of the activities described in Article 9 will be billed to the Contracting Party at the then-current rates of

d. XTF will review the Rental Terms, the prices of additional prints, and, if applicable, XMS, as of January 1 of each year, by at least the Consumer Price Index, which is determined and published in October for the preceding year by Statistics Netherlands (CBS). If this Price Index is not available, the price adjustment will be based on another, similar benchmark. Disputes regarding any adjustments must be reported to Xillium within ten (10) business days of the date of the written notice. If Xillium is not notified of an objection within this period, XTF will implement the new lease term and printing prices.

e. Work performed by XTF outside the hours specified in Article 9f will be billed to the Contracting Party at XTF’s rates in effect at that time.

f. The Lease Term specified does not include the cost of printing supplies, such as paper and staples,

g. All taxes and charges, however named, that are currently imposed—or may be imposed at any time—on the amounts owed by the Contracting Party or on the Lease Agreement and/or the Products, regardless of in whose name they are levied, shall be borne by the Contracting Party, unless otherwise provided by law.

h. The Contracting Party may not set off amounts owed against, or suspend payments due to, any (alleged) claim against XTF.

  1. Payment and Billing for Additional Volume

a. The amounts owed by the Contracting Party shall be paid on the due date, without any right to deduction, set-off, or suspension, and are due immediately. The Contracting Party hereby authorizes XTF, until further notice, to collect from its bank account all amounts owed by the Contracting Party to XTF under the Lease Agreement. This is subject to the terms and conditions established by Equens or the banks. Upon entering into this agreement, the Contracting Party grants XTF a power of attorney to collect payments under this agreement. If the Contracting Party does not grant XTF a power of attorney, revokes the power of attorney, and/or collected payments are reversed, the Contracting Party will be charged €20.00 for each payment that cannot be automatically collected.

b. If the aforementioned deadline is exceeded, the Contracting Party shall be deemed to be in default by operation of law, without any notice of default being required. In that case, the Contracting Party shall owe interest at a rate of 1.5% per month, calculated from the due date of the invoice until the date of full payment. A partial month shall be counted as a full month. All costs related to collection, whether judicial or extrajudicial, shall be borne by the Contracting Party. These costs are set at 15% of the outstanding amount, unless the actual costs are higher, in which case these higher costs shall be borne by the Contracting Party. Failure to comply with the agreed-upon payment terms releases XTF from its obligations toward the Contracting Party, without prejudice to its right to enforce the Lease Agreement or to claim full compensation for damages.

c. At the end of each billing period for the excess volume, the actual number of prints made during that period—across all Equipment covered by this agreement—will be determined for each print type. If this number exceeds the agreed-upon volume per print type, the Contracting Party will be charged the price per excess print for each print type. “Print type” refers to black-and-white or color printing; an under-volume in one print type does not entitle the Contracting Party to an offset against another print type. The Contracting Party agrees to have the meter readings automatically transmitted by the Equipment. The Contracting Party shall provide all necessary cooperation for the installation (or having installed) of Software required for the automatic reading of the meter readings. If the meter readings are transmitted in any other manner, a fee of €20.00 per billing statement will be charged. If the automatic meter readings are not received, XTF will send the Contracting Party a request to submit the meter reading for each Device to XTF.

d. If XTF does not receive the meter readings in a timely manner, the Contracting Party will be billed based on estimated consumption, calculated using other available data. If an estimate needs to be corrected, the Contracting Party will be charged an additional €20.00 in administrative fees.

e. XTF reserves the right to read the meter readings itself at any time. To that end, the Contracting Party must always provide XTF with the opportunity to do so.

  1. Usage

a. The Contracting Party shall handle the Equipment with care, use it in accordance with its intended purpose, and protect it from, in particular, climatic influences. In doing so, the Contracting Party shall strictly follow XTF’s instructions and the maintenance procedures prescribed by XTF.

b. If the Contracting Party uses data storage media and/or consumables that were not supplied or recommended by XTF, or if there is abnormal or excessive use of the Equipment, the costs of repairs or troubleshooting caused by such use will be billed separately

c. Without XTF’s written consent, the Contracting Party shall not remove, cover, or damage any affixed marks, numbers, and/or inscriptions, nor shall it make any modifications to or additions to the Equipment. Relocations and moves must be carried out by or on behalf of XTF. Any resulting additional maintenance costs shall be borne by the Contractor. Relocation of the Equipment to a location outside the Netherlands is strictly prohibited.

d. The Contracting Party may not rent out the Equipment, nor may it, under any circumstances, transfer its use to third parties, pledge it, sell it, dispose of it, or otherwise

e. The Contracting Party warrants that the Equipment will not be connected in any way to any movable or immovable property in such a manner that commingling and/or accession will

  1. Transfer of Rights and Obligations

a. Without XTF’s prior written consent, the Contracting Party shall not assign any rights or obligations arising from the Lease Agreement to another party

b. XTF may choose either to perform the maintenance or repairs in-house or to engage third parties with the necessary expertise to carry out this work.

c. XTF has the right, and the Lessee hereby grants its consent in advance (and agrees to cooperate), to transfer the Equipment and all rights and claims arising from this Lease Agreement, together with the Lessee’s obligations, to a [party]. The Lessee will be notified of the transfer in writing.

  1. Collaboration

XTF has the right to inspect the Equipment at any time and to review all documents relating to the Equipment. The Contractor shall provide XTF with all cooperation and facilities reasonably necessary for the performance of the maintenance work.

If, due to the actions of the Contracting Party, maintenance personnel, and other individuals engaged by XTF are required to wait, the additional costs associated with this will be charged to the Contracting Party.

The Contractor is required to notify XTF immediately in the event of an impending seizure of assets by the tax authorities.

  1. Indemnification

XTF is not liable for damages resulting from downtime, malfunctions, or poor performance of the Equipment. XTF is also not liable for damages resulting from delays in performing repairs, carrying out work, or replacing parts.

The Contractor shall at all times indemnify XTF against any claims by third parties.

  1. Reproduction Rights/Copyright

All costs arising from the collection of reproduction rights, copyright infringement, etc., shall be borne by the Contracting Party.

  1. Liability

a. The liability of XTF and its personnel, including liability for damages caused by persons working on behalf of XTF, is limited to damages resulting from death, personal injury, damage resulting from physical damage to the Client’s and third parties’ equipment and property, arising during the performance of, and in connection with, the work to be performed under the Lease Agreement, and caused by the fault of persons engaged by XTF in the performance of such work, up to the amount of the Contract Value, or in any event limited to an amount of €100,000. All further liability, including, among other things, liability for compensation for indirect, material, or immaterial damages, or consequential damages, is excluded, regardless of the manner and foreseeability with respect to the location, and with respect to the scope of the Contractor, XTF is indemnified against all third-party claims in this regard, including claims arising from the Contractor’s failure to fulfill, or insufficient fulfillment of, obligations toward third parties, such as, but not limited to, (government) regulations.

b. If the above provision cannot be invoked at any time, the liability to be determined in such a case shall also be limited to the amount paid by the insurer in respect of each occurrence.

  1. Force Majeure

a. Force majeure includes all circumstances of such a nature that, in all reasonableness and fairness, XTF cannot be expected to perform the Lease Agreement. In particular, failure by XTF’s supplier to deliver to XTF constitutes force majeure. In the event of force majeure, performance of the Lease Agreement will be suspended with respect to the affected portion. XTF will notify the Lessee of such circumstances as soon as possible.

b. As soon as the force majeure situation has ended, XTF will assess the condition of the Equipment. The necessary maintenance work, and any necessary repairs, will then be performed by XTF after reaching an agreement with the Contractor regarding the associated costs, after which performance of the Lease Agreement will resume.

  1. Anti-Money Laundering and Counter-Terrorist Financing Act (WWFT)

Pursuant to the Act on the Prevention of Money Laundering and Terrorist Financing, XTF is required to identify the Contracting Party. The Act stipulates that both the legal entity and the person who actually places the order on behalf of the legal entity must be identified. To this end, the Contracting Party shall provide:

  • A clear copy of a recently issued, valid identification document from
  • A recent certified extract from the Commercial Register of
  1. Termination Before the End of the Term

22.1. If:

a. If the Contracting Party fails to pay any amount due under the agreement in a timely manner,

b. If the Contracting Party fails to fulfill, or fails to fully or properly fulfill, any other obligation arising for it under the agreement, or has acted in violation thereof.

c. The Contractor fails to comply with the requirements regarding spatial and technical provisions and the operation of the Equipment.

d. If the Contracting Party requests a stay of payments or if such a stay is granted to it,

e. A petition for bankruptcy has been filed against the Contracting Party, or the Contracting Party has been declared bankrupt.

f. If the Contracting Party loses its legal capacity for any reason, or if its real or personal property or the Equipment (and any accessories) is seized

g. The Contracting Party has moved its registered office or place of residence outside the Netherlands or indicates its intention to do so.

h. It is resolved to dissolve the Contracting Party, if it is a legal entity, as such.

i. Collateral provided to XTF has (or is likely to) decrease in value or, in XTF’s opinion, has become insufficient, including, in this context, the (announcement of) revocation of a third party’s declaration of liability for obligations of

The Contracting Party shall be in default merely by the occurrence of this circumstance (or these circumstances), and the Contracting Party’s (remaining) debt to XTF shall become immediately due and payable.

22.2 Unless otherwise required by mandatory law, XTF shall be entitled, under the circumstances described above, at its sole discretion and without prejudice to the rights to which XTF is entitled, to:

– Or, while maintaining the Lease Agreement, to demand payment in a single lump sum and immediately of the total amount of the remaining rent installments, plus the residual value retained by XTF, along with late payment interest, costs, etc.

– Or to terminate the Lease Agreement without judicial intervention, in which case such termination shall take effect by operation of law at the time XTF notifies the Lessee thereof in writing. The Lessee shall then be obligated to make the Equipment immediately available to XTF. XTF is hereby authorized by the Contractor to take possession of the Equipment at that time, at the location where it may be situated at that time, and, if necessary, to enter the Contractor’s business premises for that purpose.

22.3 In all cases, the Lessee shall be obligated to reimburse costs, damages, and late-payment interest; such damages incurred by XTF in the event of termination of this Lease Agreement are hereby determined in advance to be an amount equal to the total of all, including future, unpaid Rent Installments for the agreed term, plus the residual value retained by XTF, plus the amounts referred to in Articles 12, 13, and 25 of these lease terms and conditions.

22.4 If and to the extent that the Contracting Party decides, after signing this Agreement, not to purchase any Products from Xillium, the Contracting Party is obligated to pay Xillium at least 50% of the contract value (total Rental Installments multiplied by the number of months of the Agreement’s term).

22.5 In the event of early termination of a Lease Agreement with maintenance that does not include a pre-estimated number of prints, the Contracting Party (without prejudice to the provisions of 22.3) shall be obligated to pay a supplementary charge determined by XTF based on the average monthly volume over the last 12 months. If such a recalculation is not possible, XTF will make a reasonable estimate of the average monthly volume multiplied by the remaining term (number of months) of the Agreement.

22.6 If the composition of the Products changes, the Lease Agreement may be amended mid-term with respect to the Products in question. Amendments to the Lease Agreement pursuant to this section must be made in writing and may take effect on the next renewal date.

  1. Instructions, Shipping, and Installation

a. Immediately after installation, XTF will provide free training to one of the Contracting Party’s employees on the use of the Equipment, in accordance with the agreement made with XTF

b. Transportation, installation, lifting, and hoisting costs apply to installation, relocation, and return, and are the responsibility of the Contracting Party, who will be billed for these costs by

  1. Amendment to the Agreement

Any amendment to, addition to, or cancellation of the Lease Agreement is valid only if jointly agreed upon in writing by the Lessee and XTF. The Lessee is obligated to pay XTF a fee for any administrative service or other action initiated by the Lessee that XTF performs during the term of the Lease Agreement. This includes, among other things, providing copies of the Lease Agreement or other documents, processing changes to the Contracting Party’s address or bank account information, handling claims and other insurance matters, registering security interests, calculating lump-sum payments, and modifying maintenance terms or prices. The Contracting Party must pay this fee to XTF upon first request. A summary of these fees will be provided upon request. XTF is authorized to change the summary and the amount of the fees at any time.

  1. Return of the Equipment

Upon termination of the Lease Agreement, the Lessee shall, at its own expense and risk, promptly return the Equipment to XTF in its original, ready-to-use condition. Without prejudice to XTF’s other rights under this Lease Agreement, XTF is always entitled, upon termination of the Lease Agreement and without further notice, to repossess the Equipment and to enter (or have someone enter) the location(s) where the Equipment is located. The Contractor is liable for all costs incurred by XTF in reclaiming the Equipment. Any right of retention over the Equipment, based on any claims whatsoever, against XTF is excluded.

  1. Joint and several liability

If more than one person, whether an individual or a legal entity, act as a Contracting Party to the Lease Agreement, then each of these persons shall be jointly and severally liable for the performance of all obligations arising from the Lease Agreement toward XTF, both existing and future, and all provisions of the Lease Agreement regarding the Contracting Party shall apply both to each of them jointly and to each of them individually. A notice to any one of them shall be deemed a valid notice to all such persons. If, in the event that more than one person acts as the Contracting Party under the Lease Agreement, the Lease Agreement terminates due to the bankruptcy or suspension of payments of one of them, the Lease Agreement shall remain in full force and effect with respect to the other(s), unless XTF also terminates the Lease Agreement with respect to them pursuant to the provisions of Article 22.

  1. Use Consumables

Consumables, such as—but not limited to—toner cartridges, have an average consumption per print. In this agreement, pricing is based on the average consumption per Consumable. Xillium reserves the right to impose an additional charge if there is an excessive discrepancy between the number of Consumables ordered by the Contracting Party, on the one hand, and the number of prints made, on the other.

  1. Data Protection

a. The Contracting Party hereby expressly authorizes XTF to process (or have processed) the personal data provided by the Contracting Party. XTF will process (or have processed) this personal data solely for the purpose for which the Contracting Party provided it and in accordance with applicable laws and regulations, including (but not limited to) the General Data Protection Regulation.

b. The Contracting Party warrants that it is authorized to provide the personal data to XTF and that the personal data provided to XTF has been processed in accordance with applicable laws and regulations.

c. It is the sole responsibility of the Contracting Party to secure all confidential data and to completely delete it from the internal memory before returning the equipment to XTF. The Contracting Party shall indemnify XTF against any damages it may suffer as a result of the failure to delete, or the incomplete deletion of, any confidential data as described in this section.”

  1. Final Provisions

a. In the event of a tacit renewal of the Lease Agreement, the provisions applicable thereto shall remain in full force and effect

b. The Contracting Party is required to notify XTF of any changes of address within three days. All costs incurred by XTF in exercising and safeguarding its rights, such as judicial and extrajudicial collection costs, shall be borne by the Contracting Party. This Lease Agreement is governed by Dutch law and sets forth all rights and obligations of the parties toward each other, superseding all prior negotiations, commitments, proposals, and correspondence regarding this matter. Any amendments to the agreement must be agreed upon in writing. Any disputes shall be submitted to the court of the place where XTF is established, provided that XTF is entitled to submit the dispute to the court that would have jurisdiction over the dispute even without the foregoing provision. If the Contracting Party has opted for XMS, provisions c and d below shall apply in addition to the aforementioned provisions.

c. The Contractor acknowledges that it is not authorized to use or access the Tools—with the exception of the TG and, to a limited extent, the SM and the SP—nor is it authorized to operate them. With the exception of the TG, the Tools will be installed and operated exclusively by Manufacturers, or authorized partners and their subcontractors. The Contracting Party shall have access to the data and reports generated by the Tools (via the SM and SP, which data and reports shall belong to the Contracting Party). All Tools and access thereto may be removed by Manufacturers and authorized partners and their subcontractors upon expiration or termination of the Agreement.

The Contractor acknowledges that Manufacturers do not grant the Contractor a license to use the Tools, with the exception of the TG. The Contractor shall indemnify Xillium against any claims by third parties, including Manufacturers, arising in whole or in part from a breach of this provision.

d. XTF hereby grants to the Contractor, on behalf of the Manufacturers, and the Contractor hereby accepts, a non-exclusive, non-transferable license to use the TG Software on a single unit of the Equipment used by the Contractor (or a replacement unit thereof, but never both at the same time), for the term of this Agreement. The Contractor has no other rights with respect to the TG Software and, in particular, may not:

  • Distribute, copy, modify, create derivative works of, disassemble, or reverse engineer the TG Software (except to the extent permitted by law and necessary to achieve interoperability with other independently created software).
  • Allowing others to do so; all (intellectual) property rights relating to the TG shall at all times remain exclusively with Manufacturers and/or their lawful licensees. The Contracting Party shall indemnify XTF against any claims by third parties, including Manufacturers, arising in whole or in part from a failure to comply with this provision.

Woerden, July 1, 2021