{"id":29605,"date":"2024-09-26T10:10:44","date_gmt":"2024-09-26T10:10:44","guid":{"rendered":"https:\/\/thelegalcompany.nl\/?p=29605"},"modified":"2026-09-02T07:22:11","modified_gmt":"2026-09-02T07:22:11","slug":"the-power-of-good-contracting-as-an-it-party","status":"publish","type":"post","link":"https:\/\/thelegalcompany.nl\/en\/the-power-of-good-contracting-as-an-it-party\/","title":{"rendered":"The power of good contracting as an IT party"},"content":{"rendered":"

In July 2024, the court ruled on a case between Rohecom and Dipi, two companies that have been linked by a software license agreement since 2009. This ruling is particularly relevant for IT companies, especially those dealing with license agreements and maintenance obligations. The ruling highlights important issues surrounding termination, tacit renewals, and the conditions for ending maintenance agreements.<\/p>\n

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The essence of the case<\/strong><\/h5>\n

Rohecom, a supplier of the “Unishop” software package, had entered into a non-exclusive license agreement with Dipi in 2009. A maintenance agreement was also part of this arrangement. Rohecom developed the software itself and is also required to maintain it periodically. It was contractually agreed that the maintenance agreement would automatically be tacitly renewed for successive five-year terms, unless the agreement was terminated three months before the end of a five-year term.<\/p>\n

In October 2022, Dipi discontinued use of the software and claimed that the agreement no longer matched the company’s operational needs. It stated that the software was outdated and no longer adequately supported. Rohecom, on the other hand, argued that the termination of the maintenance agreement came too late and that Dipi was still obliged to pay maintenance costs until October 2024. Rohecom then went to court and claimed performance of the agreement. The key question in this case was whether Dipi had legitimately terminated the agreement, and whether it was still liable for maintenance costs despite its termination.<\/p>\n

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Irregular termination; must the customer pay costs until the end of the term?<\/strong><\/h5>\n

Dipi argued that it had lawfully terminated the agreement and that, from January 2023 onward, it no longer had to pay maintenance costs. This position was based on the interpretation of a provision in the maintenance agreement stating that, upon termination of the right of use, the maintenance agreement would end on the “next expiry date”. According to Dipi, this meant that the agreement would lapse within a few months of the termination. The court rejected this interpretation. According to the court, the term “next expiry date” did not refer to the monthly payment terms, but to the end of the five-year contract period. The agreement could therefore not end in January 2023, but only on 2 October 2024. This meant that Dipi simply had to keep paying the maintenance costs to Rohecom until the end of the term.<\/p>\n

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The length of the renewal period: reasonable or unduly burdensome?<\/strong><\/h5>\n

Dipi further argued that a tacit renewal of five years was disproportionate and therefore voidable. In a world where technological progress moves quickly, Dipi felt that a five-year contract was not reasonable for a small business.<\/p>\n

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And what did the court think?<\/strong><\/h5>\n

Although the court acknowledged that five years is a long term, Dipi’s argument was rejected. The court found that the long term was justified by Rohecom’s interest in having stable contracts, given the significant investments involved in software development. In addition, it took into account that Dipi had already agreed to the renewal of the agreement several times before.<\/p>\n

Our tip<\/strong><\/h5>\n

For IT companies entering into long-term license or maintenance agreements, it is important to look carefully at the arrangements regarding:<\/p>\n