Terms and conditions

These are the General Terms and Conditions for Summit Registration & Services B.V., located at the address Nijverheidsweg 16F in Utrecht and registered with the Chamber of Commerce under number 30142110, hereinafter referred to as "Summit". Summit provides software solutions for organisers of trade fairs, conferences and other events, and also rents out hardware for purposes including visitor registration. Please consult http://summit.nl/ for further information.

Article 1. Definitions

The terms written with capital letters in these General Terms and Conditions have (both in singular and plural) the following meaning:

1. General Terms and Conditions: these terms.

2. Client: the natural person or legal entity with whom Summit has concluded the Agreement.

3. Services: all services Summit provides to the Client under the Agreement, which may include: (i) providing Software(-as-a-Service), (ii) maintaining that Software, and (iii) leasing Hardware.

4. Hardware: all (movable) goods that Summit leases to the Client under the Agreement, which may include: the SummitHost hardware device for visitor check-ins, code scanning, and badge printing.

5. Intellectual Property Rights: all intellectual property rights and related rights, including copyright, database rights, domain name rights, trade name rights, know-how rights, trademark rights, design rights, neighbouring rights, and patent rights.

6. Office Hours: the time from 9:00 AM to 5:00 PM, Monday to Sunday, excluding Dutch public holidays.

7. Materials: all works such as websites and (web) applications, corporate identities, logos, leaflets, brochures, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and other creations of the mind, as well as preparatory material thereof and (whether or not encoded) files or data carriers on which the materials are stored.

8. Additional Work: supplementary tasks or services that fall outside the Agreement.

9. Agreement: the (accepted by the Client) offer under which Summit provides its Services to the Client, including these General Terms and Conditions and any other documents or arrangements mentioned in the offer, such as a Processing Agreement.

10. Party(ies): the party(ies) to the Agreement, Summit and Client collectively or individually.

11. Software: all software provided by Summit under the Agreement.

12. Emergency Maintenance: unforeseen maintenance reasonably required for the availability, usability, and/or security of the Services.

13. Processing Agreement: the potential processing agreement between the Parties concerning the Services, and if agreed upon, forming part of the Agreement.

14. Website: http://summit.nl/

Article 2. Creation

1. All quotations and other offers from Summit are without obligation. Summit is not obliged to accept acceptance after the expiry of this period, but if Summit proceeds to do so, the quotation or offer is considered accepted.

2. If the Client's acceptance (whether minor or not) deviates from the offer, Summit is not bound by it. In such cases, the Agreement does not arise in accordance with this differing acceptance unless Summit explicitly indicates otherwise.

3. If the Client does not explicitly indicate agreement with Summit's offer, but nonetheless agrees or appears to agree, Summit will carry out activities within the description of the Services offered, and the offer will be regarded as accepted.

   
   

Article 3. Execution of the Agreement

1. Once the Agreement has been established, Summit will strive to fulfil the Agreement to the best of its ability with ample care and professionalism. Deadlines published by Summit are indicative and do not constitute fatal deadlines. If a deadline is stated as fatal, Summit will not be in default until a notice of default has been issued, and a reasonable period has not yet resulted in compliance.

2. The Client shall provide Summit with all necessary and desirable support for correct and timely delivery of the Services. In any case, the Client shall: a. provide all information that Summit indicates is necessary or which the Client reasonably ought to understand is necessary for the delivery of the Services; b. grant Summit access to all places, services and accounts under its control where necessary for the delivery of the Services.

3. Summit will consider reasonable requests from the Client in executing the Agreement but is not obligated to comply with such a request. Summit reserves the right to charge extra costs for implementing such a request.

4. Summit is entitled to involve third parties in the execution of the Agreement. Any related costs will only be borne by the Client if agreed in advance.

5. If Summit employees perform tasks at the Client's office or at another location designated by the Client, the Client will provide all necessary support and facilities at no cost for the performance of the tasks.

Article 4. Additional Work

1. If the Client requests supplementary tasks or Services beyond the Agreement, the Parties will consult on this, and Summit may prepare an additional quotation. Summit will perform the Additional Work only after the Client has accepted the quotation.

2. For Additional Work that Summit can demonstrate to be reasonably necessary for the delivery of the Services or that reasonably follows from the instructions of the Client, Summit does not need permission. Such work will be carried out based on post-calculation at Summit's hourly rate applicable at the time of execution.

Article 5. Delivery and Acceptance

1. If Summit delivers customised Services to the Client, Summit will deliver the custom work when, in its professional opinion, it meets the description in the Agreement or is suitable for use. The Client will evaluate and approve or disapprove the delivered within seven days after delivery, according to the criteria specified in the Agreement or further agreed upon for delivery. If the Client fails to reject the delivered within this period, it will be deemed accepted.

2. If the Services are delivered in phases, the Client must provide approval or rejection for the part of the Services from that phase after each phase, as specified in the previous paragraph. The Client cannot base approval or rejection in a later phase on aspects approved in an earlier phase.

3. If the Client rejects the delivered wholly or partially, Summit will strive to address the reason for rejection as quickly as possible. Summit may revise the result or justifyingly indicate why the reason does not apply. The Client will have fourteen days to approve or reject the revision or justification. In case of rejection, the Agreement is terminated, and costs incurred by Summit will be billed.

4. The Client may reject the Services only due to substantial deviations from the functional specification in the Agreement.

5. If objections pertain to minor aspects only, the Services are deemed accepted on the condition that Summit remedies these objections within a reasonable term.

6. Summit is not liable for errors detected after acceptance unless Summit knew of or should have known about them at the time of delivery.

Article 6. Adjustments and Improvements

1. Summit may adjust the Services based on its professional opinion, for example, to fix errors, add new functionalities, or improve performance. Summit may consult with the Client about such adjustments in advance, but the final decision on whether or not to carry out the adjustment is made by Summit.

2. If adjustments, according to Summit's assessment, lead to a substantial change in the functionality of the Services, Summit strives to announce the adjustments beforehand via email to the Client.

3. Summit will make an effort to remedy any faults in the Services but is dependent on its suppliers. Summit has the right not to install specific updates or upgrades from suppliers if it considers them detrimental to the operation of the Services.

4. If implementing adjustments and improvements can lead to restricted availability of the Services, this will be carried out as much as possible outside Office Hours. Emergency maintenance can be performed at any time and is not announced in advance.

Article 7. Support

1. Summit commits to supporting the Client regarding questions about the usage and management of the Services, as well as technical issues related to the Services.

2. The support described in the previous paragraph is available through a helpdesk accessible during Office Hours by email or phone.

3. Summit aims to handle helpdesk requests within a reasonable timeframe. The time required to resolve reports may vary.

Article 8. Availability and Back-ups

1. Summit will endeavour to deliver and make available the Services as best as possible. The Client can claim specific service levels, such as specific availability or response time, only if agreed upon in writing, for example, in a service level agreement.

2. If Summit reasonably assesses that there is a threat to the functioning of its computer systems or network, or that of third parties, such as in the case of a (d)dos attack or malware activities, Summit has the right to take all measures it reasonably considers necessary to avert the threat and mitigate or prevent damage. This may result in restricted availability.

3. Summit will periodically create backup copies of certain Client data on systems managed by Summit or third parties and make these available to the Client against a reasonable fee upon request. These backups may be destroyed by Summit at any time after the Agreement's termination. It is the Client's responsibility to request a backup in good time upon termination of the Agreement. Unless parties make further arrangements regarding backup, Summit is entirely free to determine aspects such as: the times backups are made, the frequency of backups, and the retention period of backups.

4. Unless otherwise agreed in writing, any backups are created through an automated process and tested at random to verify proper functioning. Summit can only ensure manually tested backups that are agreed upon in writing are operational and can be restored.

Article 9. Usage Rules

1. The Client is prohibited from using the Services in a manner that contravenes these conditions or applicable legislation and regulations. Additionally, using the Services in a manner that causes inconvenience or damage to Summit or third parties is expressly prohibited.

2. If Summit discovers that the Client is violating these conditions or the law, or receives a complaint about it, Summit may intervene to stop the violation. Summit will then block access to the relevant information.

3. If Summit reasonably assesses that there is a nuisance, damage, or other danger to the functioning of Summit's or third parties' computer systems or network and/or service provision via the internet, particularly due to excessive emailing of data, leaking of personal data, or virus, trojans, and similar software activities, Summit is authorized to take all measures it reasonably considers necessary to avert or prevent this danger. These measures include, but are not limited to, the suspension of Services and termination of the Agreement.

4. Summit is entitled to lodge a report of discovered criminal offenses at all times and assist in compliance with duly issued orders. Additionally, Summit is entitled to disclose the Client's identifying information to a third party complaining about the Client infringing their rights or these conditions, provided: a. it is reasonably plausible that the information itself is unlawful or harmful to the third party; b. the third party reasonably has a legitimate interest in obtaining the information; c. it is plausible that there is no less intrusive means reasonably available to obtain the data in the specific case.

5. The Client is obliged to follow all reasonable instructions from Summit regarding the use of the Services.

6. Summit can recover damages due to violations of the rules in this article from the Client. The Client indemnifies Summit against all claims from third parties concerning damages resulting from violations of the rules in this article.

   
   

   
   

Article 10. Ticket Sales

1. If the Client uses the Services to promote an event offering (paid) tickets, Summit is not a party to the (purchase) agreement between the Client and the person (or legal entity) purchasing the offered tickets. Summit acts solely as an intermediary in the establishment of such an agreement.

2. In offering tickets, the Client is responsible for complying with applicable laws, including but not limited to consumer and tax legislation applicable to the Client and the individuals (or legal entities) buying the tickets.

3. Summit does not provide payment services. When offering tickets for which a fee is due via the Services, the payment is processed by an external payment service provider. Summit is not responsible for payment errors or delays.

4. In offering tickets via the Services, the Client is responsible for applying and paying the correct VAT amount and other charges imposed by the government or applicable legislation for the Client or the persons (or entities) purchasing the tickets.

5. When a ticket for an event is purchased (or tickets are purchased) via the Services, and the person (or legal entity) purchasing the tickets requests a refund of the paid amount, the Client will repay Summit this amount and any related costs. Summit will send the Client an invoice for such repayment.

Article 11. Security and Privacy

1. Summit will endeavour to secure the Services against misuse and unauthorized access to the Client's data.

2. In executing the Agreement, Summit may process personal data on behalf of the Client, where the Client is deemed the data controller, and Summit as the processor. When this applies, Parties will enter into a Processing Agreement stipulating arrangements on processing and securing these personal data. The terms have the meaning specified in applicable privacy legislation.

3. The Client guarantees that any provision of (personal) data to Summit is lawful and that the processing of these data under the Agreement does not breach any applicable privacy laws and regulations.

Article 12. Intellectual Property Rights

1. All Intellectual Property Rights on the Services and any Materials delivered under the Agreement by Summit reside exclusively with Summit or its licensees.

2. The Client receives from Summit non-exclusive, non-transferable, and non-sublicensable usage rights concerning the Services and any Materials insofar as they result from the Agreement or otherwise granted in writing. The usage rights apply for the duration of the Agreement.

3. The Client is not entitled to make changes to the Software and has no right to a copy of the Software's source code.

4. Summit may take (technical) measures to protect the Services. If Summit implements such security measures, the Client is not permitted to bypass or remove these protections.

5. The Client is not allowed to remove or alter any indication of Intellectual Property Rights from the Software. It is also not permitted to remove any markings regarding the confidential nature from the Software.

Article 13. Confidentiality

1. Parties will treat information exchanged before, during, or after the execution of the Agreement or processed in the Services confidentially if marked as confidential or explicitly indicated as such. Parties impose this obligation on their employees and any third parties they involve in executing the Agreement.

2. Parties will treat commercial agreements, such as agreed prices, as confidential.

3. The obligation to maintain confidentiality also persists after termination of the Agreement for any reason, and for as long as the disclosing party can reasonably claim the confidential nature of the information.

4. Parties will observe reasonable measures for safely storing or safeguarding received confidential information. Parties will apply at least the same level of security for received confidential information as they do for their own confidential information.

Article 14. Prices and Payment Terms

1. The Client pays Summit a fee for the Service(s) as agreed or stated in the offer. Unless expressly stated otherwise for a specific amount, all prices quoted by Summit are excluding turnover tax (VAT) and other charges imposed by the government.

2. All prices in Summit's offers, price list(s), and/or other communication channels are subject to programming and typographical errors. If a price is based on data provided by the Client and this data proves to be incorrect, Summit reserves the right to adjust prices accordingly, even after the Agreement has been concluded.

3. Summit is entitled to adjust its used and/or agreed prices at each renewal of the Agreement and/or once per calendar year, based on inflation, wage indices according to a collective labour agreement, an increase in costs, or changing market circumstances. If a supplier to Summit increases its prices, Summit is entitled to immediately pass this increase on to the Client.

4. Summit will send an invoice for all amounts due and is entitled to invoice in advance and electronically. If the Client objects to (the amount of) an invoice, this does not suspend the payment obligation.

5. If Additional Work has been agreed upon, amounts due will be invoiced after the execution of Additional Work unless otherwise agreed.

6. All invoices have a payment term of 30 days unless a different payment term is indicated on the invoice or agreed upon in writing.

7. If the Client has not paid in full after the payment term, Summit will allow the Client to pay the invoice amount within fourteen (14) days. If the Client also fails to pay in full after this term, the Client is automatically in default without a requirement for a notice of default. Summit then has the right to suspend the delivery of the Services entirely or partially. Summit is not liable for any damages the Client suffers as a result.

8. With late payment, the Client, in addition to the due amount and the accrued commercial interest, is liable for full reimbursement of both extrajudicial and judicial collection costs, including costs for lawyers, bailiffs, and collection agencies.

9. All of Summit's claims against the Client are immediately due if the Client's bankruptcy is filed, the Client is in a state of bankruptcy, the Client requests or is granted a moratorium, the Client's activities cease, or the Client's business is liquidated.

10. All prices quoted by Summit are in euros and exclude VAT and other charges imposed by the government.

Article 15. Liability

1. Summit's liability for damages resulting from a breach of the Agreement, an unlawful act, a warranty breach, or otherwise, per event (where a series of consecutive events counts as one event), is limited to compensation of direct damage with a maximum amount equal to what the Client paid to Summit under the Agreement during the 6 months preceding the damage occurrence.

2. Direct damage is understood exclusively as: a. damage directly inflicted upon tangible items (“material damage”); b. reasonable and demonstrable costs that the Client had to incur to persuade Summit to properly fulfil the Agreement again, unless the deficient performance cannot be attributed to Summit; c. reasonable costs for determining the cause and scope of the direct damage; d. reasonable and demonstrable costs the Client incurred to prevent or limit direct damage, as long as the Client proves these costs led to limitation of the direct damage; e. reasonable and demonstrable costs for having the Agreement performed by a third party if Summit fails to comply properly within the reasonable term set in the notice after admonition from the Client.

3. Summit is under no circumstances liable for compensation of indirect damage or consequential damage, such as loss of revenue or profit, delay damage, data loss damage, and missed savings damage.

4. The aforementioned limitation of liability does not apply if the damage results from intentional or recklessness of Summit's management, nor if Summit's liability cannot otherwise be limited under applicable law.

5. Summit's liability due to attributable failure to comply with the Agreement arises only if the Client promptly and properly issues a written notice of default, setting a reasonable term for remedy, and Summit continues to fail to perform its obligations within this period. The notice of default should contain the most detailed description of the shortcoming, allowing Summit to respond adequately.

6. A condition for entitlement to compensation is that the Client reports the damage in writing to Summit within 30 days of discovery.

Article 16. Force Majeure

1. Summit cannot be held to fulfill any obligation under the Agreement if fulfillment is prevented due to force majeure. Summit is not liable for any damage resulting from force majeure.

2. Force majeure includes, in any case, power outages, internet outages, disruptions in telecommunications infrastructure, network attacks (including (d)dos attacks), malware or other malicious software attacks, domestic disturbances, acts of nature, terrorism, mobilization, war, and import/export restrictions, strikes, supply chain delays, fires, floods, and cases where Summit is unable to fulfill any obligations due to its suppliers, regardless of the reason.

3. If a force majeure situation lasts longer than 90 days, both Parties have the right to immediately terminate the Agreement in writing. The Services provided by Summit prior to and during the force majeure situation will be settled proportionately.

Article 17. Term and End

1. The Agreement is entered for the period referred to in Summit's offer or proposal.

2. If the Agreement's term is not specified in the offer or proposal, the Agreement is deemed entered into for 12 months unless a predefined task ends the Agreement.

3. If the Agreement is for a fixed term, it can be terminated by both Parties at the end of the term with three months' notice. If no such termination occurs, the Agreement is tacitly extended with the initial term of the Agreement.

4. Summit can immediately suspend or terminate the Agreement in writing, without notice of default being required, if the Client defaults on a material obligation under the Agreement.

5. Summit can immediately suspend or terminate the Agreement in writing, without notice of default being required, if the Client's bankruptcy is filed, the Client is in a state of bankruptcy, the Client requests or is granted a moratorium, the Client's activities are discontinued, or when the Client's business is liquidated.

6. If Summit suspends performance of the Agreement, Summit retains its claims under the Agreement and applicable law and regulations.

7. If the Agreement is terminated, Summit's claims against the Client are immediately due (regardless of the reason for termination).

8. If the Agreement is dissolved, the Client remains liable for the amounts invoiced and no obligations arise to undo any actions taken.

9. The Client can only dissolve the part of the Agreement that Summit has not yet executed.

Article 18. Modification of General Terms and Conditions

1. Summit is entitled to modify or supplement these General Terms and Conditions. Summit will announce the change or supplement at least 30 days before taking effect via email or on the Website to the Client.

2. If the Client does not wish to accept the amendments or supplements, the Client can lodge a reasoned objection within 14 days of notification, after which Summit will reconsider the amendment. If Summit decides to maintain the amendment or supplement, the Client can terminate the Agreement in writing against the date the change takes effect.

3. Both Parties will fully cooperate with amendments or supplements to these General Terms and Conditions necessary due to new or changed legislation. Such changes or supplements will be implemented in coordination between Parties, without the Client having the option to terminate the Agreement.

4. The procedure described in article 18.2 and 18.3 does not apply to minor amendments. Minor amendments may be implemented without notification by Summit.

Article 19. Exit

1. After the end of the Agreement, Summit retains all Client data and information for 30 days. Provided the Client has fulfilled all payment obligations under the Agreement, Summit will endeavor to provide a copy of this data and information in a standard file format used by Summit.

Article 20. Miscellaneous Provisions

1. The Agreement is governed solely by Dutch law.

2. Unless otherwise prescribed by mandatory law, all disputes between Parties relating to the Agreement will be submitted to the competent Dutch court of the district where Summit is established.

3. Summit is entitled to transfer its rights and obligations arising from the Agreement to a third party to whom Summit or its business activities are transferred.

4. If any provision of the Agreement is void, this does not affect the validity of the entire Agreement. In that case, Parties will replace the new provision(s) intended to reflect the original provision's intent as closely as possible.

5. The Client must promptly notify Summit of changes in name, (postal) address, email address, phone number, and other information and data relevant to the execution of the Agreement.

6. The logs and communications stored by Summit are presumed accurate unless the Client provides contrary evidence.

Module A | Hardware Rental

Article 1. Hardware Rental

Parties may agree that the Client rents Hardware from Summit. If the Agreement also concerns hardware rental, the conditions described in this Module apply.

Article 2. Hardware

1. To this end, Summit grants the Client the right to use the Hardware as captured in the Agreement for the duration of the Agreement and under its conditions.

2. The Client is responsible for providing the power supply required for the proper functioning of the Hardware (“electricity”).

3. The Client is responsible for providing a connection option to link the Hardware to the internet and/or a local network (“network connection”).

4. Only Summit is authorized to manage and perform maintenance or any other preservation or modification of the Hardware.

5. If the Client makes alterations to the Hardware without prior explicit permission from Summit, the Client must reimburse Summit for the costs incurred to rectify faults, issues, or otherwise.

6. Without explicit permission from Summit, the Client is not authorized to rent, sublease, or otherwise make the Hardware available to third parties.

Article 3. Delivery and Installation

1. If Parties do not expressly agree on a delivery date, Summit will make the Hardware available within a reasonable timeframe.

2. Summit will deliver the Hardware when, in its professional opinion, it meets the specifications and/or is suitable for the agreed use.

3. Unless otherwise agreed, the Client installs and connects the Hardware itself at a location determined by the Client.

4. If agreed upon, Summit will install and connect the Hardware at the location specified in the Agreement. Summit is entitled to refuse installation of the Hardware at a certain location if, in its professional judgment, installation is not possible and/or the proper functioning of the Hardware cannot be guaranteed.

5. Summit has the right to engage third parties for installing the Hardware as referred to in the previous paragraph.

6. The Client will provide Summit or engaged third parties with access to the designated location and necessary cooperation for installing the Hardware.

Article 4. Operation and Guarantees

1. The Client accepts the Hardware with the functionalities and other properties found at delivery (“as is”), thus with all visible and invisible errors and defects, unless otherwise agreed in writing.

2. Summit will strive to keep the Hardware available for the Client and rectify any malfunctions and technical issues as quickly as possible. The Client can only claim specific service levels, such as certain availability or response time, if agreed upon in writing.

Article 5. Risk and Insurance

1. The destruction, loss, wear, theft or damage of the Hardware does not affect the Client's payment obligations. Parties can arrange responsibility for repairs or replacements in a specially designated service level agreement.

2. The Client must ensure that the Hardware is insured for its new value against destruction, loss, theft of or damage to the Hardware throughout the Agreement's duration. The costs associated with this insurance are entirely the Client's responsibility.

3. The Client must ensure that Summit is included as a third-beneficiary or co-insured under the aforementioned insurance. If the above is reasonably not possible, the Client will assign its claim on the insurer to Summit.

4. At Summit's request, the Client must provide copies of the insurance policy and/or proof of full and timely premium payment.

5. Summit is never liable for damages resulting from the non-functioning or malfunctioning of the Hardware unless there is intent or gross negligence by Summit's management.

6. The Client indemnifies Summit against all claims from third parties (including the Client's customers) for compensation of damage, costs, or interest related to the Hardware, Agreement, and/or Services.

Article 6. Ownership of the Hardware

1. The Hardware remains Summit's property. Nothing in the Agreement is intended to transfer ownership of the Hardware to the Client.

2. Summit ensures that the Hardware is always identifiable as Summit's property (e.g., through labels). These markings and/or labels may not be removed by the Client.

3. If third parties claim the Hardware or seize it, the Client will inform these third parties of Summit's ownership and promptly inform Summit (both in writing and by phone) about the claim. In this case, the Client will allow Summit to promptly collect the Hardware from the Client.

4. The above (information) obligation also applies if the Client suspects or reasonably should suspect that third parties will claim the Hardware or seize it. Such a suspicion exists if the Client cannot meet its creditors' demands (including the Tax Authorities) or knows it will soon be unable to meet its creditors' demands.

5. If the Hardware is seized by the Client's creditors or due to a dispute involving the Client, this does not release the Client from its payment obligations.

Article 7. Returning

1. If the Agreement is terminated or dissolved, the Client will return the Hardware delivered by Summit as soon as possible according to Summit's instructions and within five (5) working days.

2. The costs for returning the Hardware, for any reason, are borne by the Client.

3. The Client ensures the correct packaging of the Hardware and sends it via insured transport.

4. If Summit finds that the Hardware is in a deteriorated state upon receipt, Summit is entitled to charge the repair costs to the Client.

Article 8. Exclusion

1. Parties agree, as far as legally permitted, that articles 7:203 to 7:211 of the Dutch Civil Code are excluded.

Module B | Hardware Sales

Article 1. Hardware Sales

Parties may agree that the Client purchases Hardware from Summit. If the Agreement concerns the sale of Hardware, the conditions described in this Module apply.

Article 2. Delivery of Hardware

1. Unless otherwise agreed, Hardware is delivered by Summit ex-works. The risk of loss or damage to Hardware transfers to the Client upon legal and/or actual delivery.

2. The Client will inspect the delivered Hardware for any damage or other defects as soon as possible but in any case within 7 calendar days. If the Client detects damage or other defects, the Client will document evidence of the damage or other defects and inform Summit immediately. Reporting damage or other defects does not suspend the Client's payment obligation.

3. If the Client does not notify Summit of any damage or defects within the specified period, the Hardware is deemed received in good condition.

4. The Hardware purchased by the Client from Summit carries factory warranty. Information about what factory warranty entails is available on the manufacturer's website or accompanying documentation.

5. Summit will fulfill its statutory obligation regarding the conformity of delivered Hardware but does not provide the Client with any (additional) warranty on delivered Hardware.

6. The (statutory) warranty does not apply: (1) if errors result from improper use or other causes than material or manufacturing defects; (2) if instructions given for Hardware use are not followed; (3) for Hardware condition arising due to improper storage, or climatic or other impacts.

7. Returning Hardware is only possible with Summit's prior approval and in compliance with Summit's procedures and instructions. If the Client wishes to return Hardware to Summit, the Client should return the Hardware in its original state of delivery as much as possible. Any costs associated with returning Hardware are the Client's responsibility.

8. If Summit is required to perform repairs or replacement deliveries, Summit is always granted a reasonable period to perform such repairs or replacement deliveries.

Article 3. Retention of Title

1. All Hardware delivered by Summit to the Client remains Summit's property until the Client has properly fulfilled all its payment obligations to Summit.

2. All Hardware provided by Summit under the previous article's retention of title may not be resold by the Client, used as payment, pledged, or otherwise encumbered.

3. The Client must do everything reasonably expected to protect Summit's ownership rights.

4. If a third party wishes to attach the Hardware delivered under retention of title, or establish or assert rights over it, the Client must immediately inform Summit of this.

5. The Client gives express and unconditional permission to Summit and parties designated by Summit to enter the locations where Summit's property is located and retrieve the Hardware if the Client fails to meet its payment obligations.