General Terms and Conditions

June 2025

Article 1 General

These general terms and conditions apply to all quotations and offers from, assignments to and agreements with Dual Inventive. Terms and conditions used by the Client are explicitly not accepted by Dual Inventive and are therefore not applicable. Placing orders constitutes acceptance of these general terms and conditions, which form an integral part of the agreement.
Dual Inventive reserves the right to amend these terms and conditions. Only deviations from these general terms and conditions accepted in writing by Dual Inventive shall be valid.
Dual Inventive means the company and subsidiaries belonging to Dual Inventive Holding B.V. which applies these general terms and conditions.
If the Client uses Dual Inventive’s Services, its use thereof is subject to the ‘Terms of Use’ and the ‘Processing Terms and Conditions’ in addition to these terms and conditions. These can be found at https://dualinventive.com/en/terms-and-conditions/ The Services may include MTinfo, Insight, Field Service Management and Provisioning.
All offers as well as data on websites and in leaflets are non-binding, unless expressly agreed in writing.
The agreement is concluded when Dual Inventive confirms the order, or starts with the execution of the order.
The Client will use the products in accordance with all applicable regulations, including the manual, possible safety regulations (including the SRAC) and these terms and conditions.
The Client will use the products solely for the benefit of its own organisation or company and shall not sell or pledge the products.
The Client is responsible for the use of the products and the training and competence of the persons (staff, contractors or others) using the products. Upon request, and only if confirmed in writing, Dual Inventive can assist the Client by providing knowledge to support (i) content development, (ii) further training of trainers and (iii) providing informal refresher courses. However, responsibility the content of the final training materials, trainers and maintaining the competence of the persons (staff, contractors or others) using the products remains the responsibility of the Client.

Article 2. Software Updates

Dual Inventive may implement itself or make new versions of the software (including firmware and the Services) available to the Client.
Three months after making such a new version available, Dual Inventive is no longer obliged to fix any errors in the previous version and/or to provide support and/or maintenance in respect of a previous version.
Dual Inventive may require that for the provision of a version with new features and functions, the Client enters into a new written agreement with Dual Inventive and that a fee is paid for the provision. Dual Inventive is not obliged to maintain, modify or add certain features or functionalities of the software for the Client specifically.
The Client shall at Dual Inventive’s request (i) adapt its system (equipment, software, etc.) if necessary for the proper functioning of a new version of the software and (ii) implement the new version if Dual Inventive cannot do so itself (remotely). If the Client fails to comply with this request in a timely manner, Dual Inventive shall not be liable for any damages.

Article 3. Delivery, risk and ownership

Delivery times are not binding unless expressly agreed otherwise in writing. Exceeding the delivery time does not entitle the Client to rescission and/or damages. In the event of late delivery, the Client must give Dual Inventive written notice of default.
Delivery shall be Ex Works (EXW, INCOTERMS 2020). If the products have not been taken by the Client after the expiry of the delivery period, for whatever reasons, they shall be stored at the Client’s expense and risk. If the Client does not collect the goods within 30 days, Dual Inventive shall be entitled to sell the products to another party, unless the Client pays the goods as well as the storage costs on time and in full.
The risk of loss, damage or depreciation shall pass to the Client at the time of delivery.
The ownership of the products passes to the Client at the time the Client has fulfilled all its financial obligations under the agreement with Dual Inventive, including those from any deliveries previously received by the Client. In case of rental, ownership of the products does not pass to the Client.
If the Client fails to comply with its payment obligations, Dual Inventive shall be entitled, without the need for a summons, notice of default or judicial intervention, to repossess (or have repossessed) the goods owned by Dual Inventive. The Client will provide access and its full cooperation. Reasonable costs of retrieval and disposal shall be borne by the Client.
The Client shall do everything that can reasonably be expected of it to safeguard the property rights of Dual Inventive.
If third parties seize the products delivered under retention of title or wish to establish or assert rights to them, the Client shall inform Dual Inventive immediately.

Article 4. Price and payment

Unless otherwise indicated by Dual Inventive, the prices quoted are in EURO (excluding transport costs, VAT, import duties, other taxes and levies imposed by the government). Prices are revised periodically. Unless otherwise agreed in writing, the prices in force at the time of invoicing shall apply. All subscriptions and/or licences offered by Dual Inventive are invoiced annually in advance, unless otherwise agreed in writing.
If after the conclusion of an agreement a change occurs in the market circumstances or in the costs on which the prices are based, Dual Inventive is entitled to change the prices. Dual Inventive is entitled to index prices periodically.
Unless otherwise agreed in writing, the Client shall pay Dual Inventive in EURO within 14 days of the invoice date.
In the case of licences and rentals, the Client shall pay the price due to Dual Inventive in advance before or no later than the first day of the licence and/or rental or, in the case of periodic instalments at the start of an instalment.
Payment terms are deadlines. After their expiry, the Client is automatically in default without the need for a notice of default. If the Client does not pay, does not pay in full or does not pay on time, the Client shall be liable for the damages suffered by Dual Inventive, including the actual collection costs incurred in and out of court. Furthermore, the Client shall be charged 1.5% interest per month on the amount owed by the Client to Dual Inventive from the date on which the payment period has expired.
The Client may not suspend and/or set off its payment obligations against alleged claims against Dual Inventive.
The Client shall provide the security required by Dual Inventive at the first request. If the Client fails to do so within the specified period, Dual Inventive may suspend its obligations.

Article 5. Investigations and complaints

Upon receipt of the products, the Client shall check that the products have been delivered in accordance with the order, the packing slip and without visible damage. Any shortages or damage to the products shall be noted (or cause to be noted) by the Client on the delivery note, invoice and/or transport documents. The Client shall report any shortages of the products within 5 days of receipt.
Products delivered by Dual Inventive meet specifications, as contained in the manual of the relevant product (see https://dualinventive.com/downloads/). For normal use, the regulations as listed in the manual and conditions are decisive.
The Client shall be given the opportunity to carry out investigations in accordance with the installation protocol. The Client is obliged to cooperate with the installation protocol.
The results of the installation protocol are recorded in a report, which, after signing by Dual Inventive and the Client, serves as irrefutable proof regarding the condition and operation of the product at the time of delivery.
If the Client does not, does not timely or does not fully cooperate with the installation protocol, the warranty and the right to complain lapse, as well as all related rights, including the right to repair or replacement damages.

Article 6. Liability

Dual Inventive’s liability for damages resulting from a default and/or wrongful act is excluded to the extent permitted by applicable law.
The liability of Dual Inventive is in any case limited to direct damage and to a maximum of the amount paid out by its insurer. In the event the insurer for any reason does not pay out, Dual Inventive’s liability is limited to the amount paid by the Client (ex VAT) for the delivery in question. Dual Inventive is not liable for immaterial damage, damage due to force majeure and/or indirect damage, including but not limited to consequential damage, business stagnation, damage due to loss of time, loss of data and/or lost sales or profit.
Claims based on contract and/or tort shall become statute-barred after one year from delivery of the relevant products.
Failures in the services of third parties, such as telecommunication service providers, shall not be imputable to Dual Inventive and Dual Inventive shall not be liable for any resulting loss.
The limitations of liability included in this article do not apply if the damage is due to intent or deliberate recklessness of Dual Inventive.
The Client shall indemnify Dual Inventive against third-party claims arising from and/or related to the use of products and services provided by Dual Inventive.

Article 7. Third-party services

For the benefit of the functionality of the products, systems and services provided by Dual Inventive to the Client, Dual Inventive uses third-party services. In that context, Dual Inventive uses, among others, but not exclusively, the mobile telecommunication services of telecommunication providers.
Dual Inventive and the Client acknowledge and accept that third-party services, such as – but not limited to – mobile telecommunication services, IT management and data storage, may be subject to restrictions and failures and that these services may be unavailable for short or longer periods of time.
The Client acknowledges and accepts that Dual Inventive is neither responsible nor liable for services provided by third parties, for the functioning thereof and for the effects that this has on Dual Inventive’s products and services.

Article 8. Industrial and intellectual property

All rights of intellectual and industrial property on all products, services, information and/or data such as analyses, (technical) documentation developed and/or made available in the preparation and/or execution of the agreement vest in Dual Inventive or its suppliers.
All intellectual and industrial property rights, which arise in respect of the products and/or services and parts thereof manufactured and/or delivered by Dual Inventive, shall vest exclusively in Dual Inventive.

Other Statements and Conditions

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