GENERAL TERMS & CONDITIONS of ZEPCAM B.V.

1. Definitions
The following definitions apply to these general terms and conditions (hereinafter: ‘General Terms and Conditions’).
1.1 ZEPCAM: Zepcam B.V. and its affiliated companies.
1.2 Customer: a legal entity, either a reseller or end-user, with whom ZEPCAM negotiates the formation of an agreement with and/or forms an agreement with.
1.3 Parties: ZEPCAM and Customer
1.4 Agreement: any agreement formed between ZEPCAM and the Customer, including any agreed change or supplement to it.
1.5 Products: body-worn camera hardware, mobile video hardware, streaming hardware, docking stations and accompanying hardware and accessories provided by ZEPCAM to Customer.
1.6 Software: Zepcam Manager and other ZEPCAM-provided software and Firmware for Customer use.
1.7 Firmware: any firmware provided by ZEPCAM for its Products under the Agreement.
1.8 Service: Software provided by ZEPCAM as a service, directly or through the involvement of a third party, including cloud and data storage services, to the Customer under the Agreement.
1.9 Support: training, helpdesk and technical support provided by ZEPCAM, directly or through the involvement of a third party, to the Customer under the Agreement.
1.10 Subscription: an agreement that governs the usage of Products, Software, Services and/or Support between ZEPCAM and Customer for an agreed period and price.

2. Validity
2.1 These Terms and Conditions apply to all offers, quotations, agreements and deliveries of Products, Software, Firmware and Service by, or on behalf of, ZEPCAM retroactively.
2.2 Parties exclude all supplementary and/or deviating general terms and conditions of the Customer or other third parties.
2.3 Parties can only deviate from these terms and Conditions if they have agreed upon them in writing.
2.4 If the Customer acts as a reseller of ZEPCAM Products, Software, Firmware, and Services, the contracts with its customers will conclude under at least the same conditions as these General Terms and Conditions.
2.5 ZEPCAM reserves the right to unilaterally adjust or modify these General Terms and Conditions.
2.6 ZEPCAM shall provide Services based on a best-efforts obligation, unless and in so far ZEPCAM has explicitly undertaken in the Agreement to achieve a specific result and the result in question is sufficiently determined.
2.7 ZEPCAM does not provide Products, Software and Services to end users in The United States of America due to the conflicting jurisdiction with the European Union in which ZEPCAM is located.

3. Amendments and addenda
3.1 Amendments and addenda to any provision in an Agreement and/or these General Terms and Conditions may only be agreed in writing by the duly authorised representatives.
3.2 Variations from and addenda to these General Terms and Conditions shall only apply to the respective Agreement.

4. Offers, quotations and orders
4.1 Offers made by ZEPCAM are valid for one
(1) month after its date of issue unless expressly stated otherwise.
4.2 Quotations are not binding upon ZEPCAM unless expressly agreed otherwise in writing.
4.3 Orders are only accepted by ZEPCAM upon a written order confirmation of the Customer in which the Customer accepts an offer made by ZEPCAM.
4.4 Offers made by ZEPCAM do not apply to repeated orders or automatic renewals unless agreed upon otherwise in writing.
4.5 ZEPCAM only accepts orders from legal entities. Orders placed by natural persons who are not legal representatives of a legal entity will be cancelled upon notice.
4.6 Any purchase advice by ZEPCAM shall be provided to the best of its knowledge.

5. Price
5.1 All prices for Products, Software, Services, and Subscriptions are in Euros and exclusive of VAT and other costs such as import duties, local taxes, transportation costs, and/or handling costs unless explicitly stated or agreed otherwise.
5.2 ZEPCAM is entitled to adjust all prices at any time, with due respect to all valid Offers and current Agreements.
5.3 ZEPCAM is entitled to index all prices of current Agreements annually (calendar year) on the basis of the Dutch Consumer Price Index.

6. Payment
6.1 Products are invoiced upon delivery, ZEPCAM may require a down payment before delivery.
6.2 Products, Software and/or Services purchased via the ZEPCAM online webshop are invoiced and should be paid prior to delivery.
6.3 Software, Service and Subscriptions are invoiced and should be paid upfront for the agreed period.
6.4 Support will be invoiced to the Customer after completion in accordance with the prices at that moment in time.
6.5 Unless expressly agreed otherwise in writing, payments shall be made in Euros.
6.6 All payments must be received by ZEPCAM before the date on the invoice on which the amount is due and without any deduction or setting-off of debts. Payments shall be made to the bank account referred to by ZEPCAM for this purpose in an offer and/or invoice.
6.7 If the Customer fails to pay within the standard payment term of 30 days or a mutually agreed other term, ZEPCAM will be entitled to the legal interest for the outstanding amount from the end of the payment term on the invoice until the date of actual and full payment into the ZEPCAM bank account. ZEPCAM will be entitled, after notifying the Customer of the outstanding amount to be paid and leaving a reasonable time for the Customer to pay, to suspend its Services to the Customer temporarily until or permanently if no settlement with payment has been realized by the Customer of all outstanding amounts.
6.8 If ZEPCAM is forced to assign its claim to a third party for collection the Customer shall reimburse ZEPCAM or the third party to whom the transaction has been assigned, for the costs thereby reasonably incurred.
6.9 If the Customer believes that an invoice is incorrect, it shall notify ZEPCAM of this in writing within thirty (30) days of the invoice date. If this term is exceeded, the Customer will be deemed to have accepted the invoices. Unless the inaccuracy of the invoices is recognized in writing by ZEPCAM, the Customer must pay the invoice amounts within the payment term.

7. Right of recovery
7.1 At the moment the Customer is in default, ZEPCAM is entitled to invoke the right of recovery with regard to the delivered unpaid Products and/or Software.
7.2 ZEPCAM invokes the right of recovery by means of a (electronically) written statement.
7.3 As soon as the Customer has been informed of the claimed right of recovery, the Customer must immediately, and at its own costs, return the Products and/or Software to ZEPCAM, unless agreed otherwise in writing.

8. Retention of title
8.1 Ownership of the Products is only transferred to the Customer until the Customer has fulfilled all of its payment obligations towards ZEPCAM. For partial deliveries, ZEPCAM remains the owner of all Products until all corresponding invoices are paid by the Customer.
8.2 As long as the title of the Products has not been transferred to the Customer, the Customer may not pledge the Products or grant any other right to a third party and the Customer must keep the Products carefully and clearly identifiable as the property of ZEPCAM.

9. Delivery
9.1 Products are delivered DAP-Incoterms 2020, unless agreed otherwise.
9.2 Unless expressly agreed otherwise, agreed shipping and delivery dates are merely indicative.
9.3 The exceeding of the agreed delivery date does not entitle the Customer to any compensation nor is the Customer entitled to terminate the Agreement. Only if the exceeding of the agreed date is such that the Customer cannot be reasonably expected to maintain the Agreement, the Customer is entitled to terminate the Agreement.
9.4 The exceeding of the agreed delivery date entitles the Customer to an adjustment of the expiration date of any Subscription related to that shipment, such that the starting date of the Subscription shall coincide with the date of delivery.
9.5 Transportation costs are paid by the Customer unless Parties agree upfront otherwise.

10. Third parties
10.1 If and insofar as this is required for the proper execution of the Agreement, ZEPCAM is, at its sole discretion, entitled to have Services carried out by third parties, unless expressly agreed otherwise.
10.2 The Customer is not allowed to indirectly or directly transfer or assign any rights and/or obligations under the Agreement, in whole or in part, to a third party, without the prior written consent of ZEPCAM.

11. Product properties and warranty
11.1 Product properties are drawn exclusively from the description, product sheet, (safety) data sheet or drawing of the Products, stated or referred to in offers, quotations and Agreements. In the absence thereof, the Product properties shall be drawn from the standard ZEPCAM product sheets that were valid at the time of purchase.
11.2 Products have a standard carry-in warranty of 1 year from the moment the Products are received by the Customer, under which defective products are repaired or replaced free of charge. Costs of shipping the Products to ZEPCAM and the risk of loss shall be borne by the Customer. Costs and risks of shipping the repaired or replaced Products to the Customer are borne by ZEPCAM.
11.3 Products replaced under warranty by ZEPCAM shall have comparable properties as the original Product and may contain refurbished components.
11.4 ZEPCAM may offer Customer the ability to extend the warranty of Products at the moment of purchase at extra costs to be paid by Customer to ZEPCAM.
11.5 Products with defects that arise as a result of intended use, are covered by the warranty.
11.6 Products with visible damage as well as accessories and cables are excluded from the warranty. In addition, the warranty does not apply to defects or malfunctions caused by misuse, abuse or improper maintenance;
to defects or malfunctions caused by failure to follow installation- or operating instructions or use for which the hardware is not intended to be used; to the cosmetic or incidental damage
in situations where the end-user has prevented ZEPCAM, or neglected ZEPCAM instructions, to perform required maintenance and update tasks; to Products where the damage has been caused by modification, or repair of the Product, except as authorized by ZEPCAM.
11.7 A ZEPCAM representative shall determine whether a defect is covered by the warranty, following the criteria set out in this article.
11.8 ZEPCAM shall strive to handle warranty requests within a period of ten (10) working days upon receipt of the defect Product. For unusual quantities, a separate timeline might be agreed upon.
11.9 For Products repaired and/or replaced under the warranty, the same warranty period shall apply as for the original Product, with a minimum of 90 days from the moment at which the Customer receives the repaired and/or replaced Product.
11.10 Customer can make a claim for warranty by lodging a support request at the ZEPCAM website.

12. Dissolution and suspension
12.1 The Customer has the right to dissolve the Agreement if ZEPCAM fails imputably in the fulfillment of its obligations over a longer period of time, unless the shortcoming is of minor significance and/or does not withhold the Customer of the use of Products, Software and/or Services, or when the shortcoming is caused by force majeure.
12.2 In cases where the Customer:
is declared bankrupt or applies for a moratorium on payment;
transfers its business or a substantial part thereof, including the transfer of its business in a prospective or existing partnership, or changes its business goals; or is in default with regard to compliance with the Agreement entered into with ZEPCAM. All claims and invoices shall become immediately due and payable and ZEPCAM shall have the authority to suspend (in whole or in part) its obligations until the Customer has provided security for compliance with its obligations or dissolves the Agreement, whereby the Customer is liable for all damages suffered by ZEPCAM at that moment and in the future.

13. Complaints
13.1 Complaints about Products, Software or Services delivered by ZEPCAM must be made to ZEPCAM in writing (including e-mail), stating all the reasons for the complaints, within 4 weeks after the date on which those Products, Software or Services were delivered.
13.2 If complaints about the Products are confirmed by ZEPCAM, ZEPCAM shall at its sole discretion either arrange for the Products to be repaired or arrange for replacement of the Products or parts thereof. If complaints about the Software and/or Services are confirmed by ZEPCAM, ZEPCAM shall strive to the best of its ability to resolve these complaints within a reasonable period.
13.3 Resolving complaints cannot lead to ZEPCAM being forced to deliver Products and/or Services that were not agreed upon under the Agreement.
13.4 No complaints or claims of any kind shall suspend the Customer’s payment obligation.

14. Software, Firmware and Services
14.1 Software, Firmware and Services are only provided by ZEPCAM to Customers on a Subscription base. Downloading and/or installing and/or using ZEPCAM Software, Firmware and Services, whether in combination with Products or not, obliges Customer to pay the associated Subscription prices.
14.2 Downloading and/or installing and/or using ZEPCAM Software, Firmware and Services, whether in combination with Products or not, constitutes acceptance of these General Terms and Conditions.
14.3 Subject to a Subscription and fulfillment of the required (payment) obligations, ZEPCAM grants to Customer a nonexclusive and non-transferable right to use the Software, Firmware and Services for Customer’s own use and solely in conjunction with Products. In the case where Customer is a reseller of ZEPCAM Products, Software and Services, Customer can grant its customers the right to use the Software, Firmware and Services if agreed upon in writing with ZEPCAM, in which case the agreement(s) with those customers will conclude under at least the same conditions as these General Terms and Conditions.
14.4 Customer shall not use the Software, Firmware and Services in excess of the number of Products for which Customer has obtained a Subscription.
14.5 Unless explicitly agreed otherwise, ownership of Software, Firmware and Services are not transferred to Customer. Customer may not copy, modify, disclose or use the Software and Firmware in any way that could infringe the (intellectual property) rights or proprietary interests, including any trade secrets that the Software and Firmware contains, of ZEPCAM or any third party.
14.6 Unless the Agreement states otherwise, a Subscription to the Software, Firmware, and Services is granted for a finite period of time. The right to use the Software and Services will automatically void upon the expiration of the Subscription unless the Subscription is renewed and only after payment of the current fees is received by ZEPCAM.
14.7 Unless with the explicit prior written consent of ZEPCAM, the Customer shall not:
         – reverse engineer or decompile the Software and/or Firmware in any way;
         – modify or adapt the Software and/or Firmware or create derivative works based upon the Software and/or Firmware;
         – transfer, assign or sublicense any rights to a third party;
         – use the Software and/or Services to perform commercial services for third parties.
14.8 ZEPCAM will ensure that updates necessary for the good performance of the Software, Services, and Products will be available for the Customer as part of the Subscription. It is the Customer responsibility to ensure that Software and Firmware updates are installed unless agreed otherwise.
14.9 Customer shall comply with all applicable laws or regulations relating to use of the Software, in particular with regards to the recording or sharing of video or audio content and metadata associated with such content.
14.10 ZEPCAM may develop updates, upgrades, patches and other modifications to improve the performance of, and/or add functionality to, the Software and may install such updates to Software hosted by ZEPCAM on its own initiative.
14.11 The Software, Firmware and Services shall be deemed to have been accepted by the Customer upon delivery or, if installation by ZEPCAM has been agreed in writing, upon completion of installation, unless agreed otherwise.

15. Delivery of Services
15.1 ZEPCAM shall make every effort to deliver the Services with care and within the agreed conditions.
15.2 The Customer shall provide any data and information as may be required by ZEPCAM for the delivery of Services. ZEPCAM does not accept any responsibility for the accuracy and/or completeness of this data and information. The customer indemnifies ZEPCAM from all claims in this regard.
15.3 The commencement date of the delivery of the Services will be deemed to be the date specified in the Agreement. If no such date has been agreed by the parties, then the commencement date shall be the date on which ZEPCAM has commenced providing the Services.
15.4 The agreed commencement date of the Services is based on the circumstances that are known to ZEPCAM at the time of the conclusion of the Agreement. If a delay beyond the control of ZEPCAM occurs as a result of a change in circumstances, or because materials ordered by ZEPCAM needed for the Services are not delivered on time, the commencement date of the Services will be extended accordingly.
15.5 ZEPCAM endeavors to keep the Services available to the Customer at all times and will communicate to the Customer in advance about any scheduled maintenance which may interrupt the availability of the Services.
15.6 Except for gross negligence and/or willful intent on the part of ZEPCAM, failure to meet the agreed commencement date of the Services will not entitle the Customer to terminate the Agreement, either in whole or in part.
15.7 Failure to meet the agreed commencement date of the delivery of the Service will not oblige ZEPCAM to pay any compensation to the Customer.
15.8 If the commencement and/or progress of the Services is delayed by factors for which the Customer is responsible, the resulting damage and costs for ZEPCAM must be compensated by the Customer.
15.9 If during delivery of Software, Firmware and/or Services, modifications or additions turn out to be necessary for the proper delivery of it, or to add or modify functionality, ZEPCAM is entitled to change the Software, Firmware and/or Services as necessary. ZEPCAM will inform the Customer of changes as early on as possible.

16. Support
16.1 ZEPCAM offers customer service for Software, Firmware, Products, and Services through e-mail, an online portal, telephone, or other means.
16.2 Customer may lodge support requests through the ZEPCAM website. ZEPCAM endeavors to contact the Customer within one workable business day after the request for assistance in order to answer questions or render any other assistance that may be required.
16.3 Unless agreed otherwise the ZEPCAM support desk is available on office days (Monday till Friday) from 08.00 to 17.30 CE(S)T.

17. Force majeure
17.1 In addition to the provision of article 6:75 of the Dutch Civil Code, a shortcoming of any obligation of ZEPCAM cannot be attributed to ZEPCAM in any case of force majeure: any circumstance beyond the control of ZEPCAM, which affects, interferes with, delays, prevents or hinders the normal execution of the Agreement. This also includes but is not limited to the state of emergency (war, insurrection, riots, natural disasters, etc.), defaults and force majeure of suppliers or other third parties, government measures, strikes, and work stoppages, occupation of factories and premises; staff illness, import, export and transit bans, the outbreak of or consequences from pandemics and/or infectious diseases, power failures, and internet, data network or telecommunication facilities failures.
17.2 In case of non-performance of the Agreement due to force majeure, ZEPCAM shall be entitled to suspend fulfillment of its obligations for a maximum of thirty (30) days or to cancel the Agreement, in whole or in part, without judicial involvement. ZEPCAM shall not become liable to pay any compensation.

18. Liability
18.1 ZEPCAM is only liable for any direct damage the Customer suffers if and insofar this damage is caused by an intentional act or gross negligence on the part of ZEPCAM. The liability of ZEPCAM will in no case exceed the total amount invoiced to and paid by the Customer over a period of twelve months and related to which the claim pertains, with a maximum of € 10.000 on a calendar-year basis.
18.2 ZEPCAM is never liable for any indirect damage which is deemed to include but is not limited to, consequen-tial loss, lost savings, lost profits, claims from third parties, or loss of data caused by technical failures, faults or malfunctions.
18.3 The Customer must notify ZEPCAM by registered letter of any direct loss or damage suffered by it. In any event, all legal claims that Customer has against ZEPCAM must be made within twelve (12) months with effect from the date on which the incident that caused the loss or damage took place.
18.4 The Customer indemnifies ZEPCAM against all claims by third parties whose data have been recorded or processed by the Customer with Products, Software and/or Services provided by ZEPCAM, and/or against claims by third parties whose personal data have been processed by ZEPCAM as part of an Agreement and in compliance with such Agreement.
18.5 ZEPCAM does not accept any liability from Customers in the USA and/or Canada, for which the Customer should get insurance at its costs.

19. Data Ownership and Privacy
19.1 Any data, particularly video or audio content, as well as metadata, generated by Customer with Products, Software, and/or Services, remains the exclusive property of Customer. The customer is the owner and controller of this data.
19.2 Insofar as data collected by the Customer is stored on servers provided by ZEPCAM as part of a Service, ZEPCAM ensures that all data collected by the Customer will remain at the disposal of the Customer for the duration of the agreed Subscription. Customer data stored on servers provided by ZEPCAM as part of a Service will, unless agreed otherwise, be removed irrevocably by ZEPCAM 31 days after termination of the Subscription.
19.3 ZEPCAM can and shall not view, share, or otherwise use any data stored or created by the Customer within the proved solution, with the exception of data on the usage of the Software or Services.
19.4 ZEPCAM will not give or share the Customer’s data or derivates of that data to or with third parties unless ZEPCAM is required by law to provide the data, e.g. at the request of the competent legal authorities in the framework of a judicial inquiry.
19.5 Unless agreed otherwise ZEPCAM and Customer are deemed to have closed the standard ZEPCAM Data Processing Agreement which can be found on the ZEPCAM website.

20. Intellectual property rights and confidentiality
20.1 All intellectual property rights connected with the Products, Software and Services accrue exclusively to ZEPCAM. The Customer’s right of use of ZEPCAM’s intellectual property rights are limited, non-exclusive and non-transferable to third parties unless agreed otherwise.
20.2 The Customer may not copy, modify, disclose or use the Products, Software and Services in any way that infringes the (intellectual property) rights or proprietary interests of ZEPCAM or any third party. The Customer’s use of the Products, Software and Services must comply with all locally applicable laws and regulations.
20.3 Customers’ confidentiality obligations shall not apply to information it can document as generally available to the public or was rightfully disclosed by a third party without restriction.

21. Severability
If any provision of this General Terms and Conditions and/or the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force with-out being impaired or invalidated in any way.
Any invalid provision will be deemed to be restated so as to be enforceable to the maximum extent permissible under law consistent with the original intent and economic terms of the invalid provision.

22. Governing law and jurisdiction
The whole legal relationship between the Customer and ZEPCAM shall be governed by the law of The Netherlands, which is part of the European Union. Disputes arising from the legal relationships between the Customer and ZEPCAM shall be referred only to the Court of The Hague in the Netherlands unless ZEPCAM has explicitly agreed in writing to refer the dispute for resolution to another competent judicial forum.

ZEPCAM B.V.

Hogeweg 29 
5301 LB Zaltbommel
The Netherlands

+31 (0) 85 30 10 290
info@zepcam.com
www.zepcam.com