Our general terms and conditions, number 32136618, are registered at the Kamer van Koophandel (Chamber of Commerce) at Gooi-, Eem-and Flevoland as follows.
Section 1. Definitions
- ContactCare B.V. is located in Amersfoort and registered at the Chamber of Commerce under file number 32136618.
- Commissioner: The natural or legal person who has entered into an Agreement with ContactCare or to whom ContactCare has issued a tender for this purpose.
- General Conditions: The present document.
- Service: One or more services offered by ContactCare, provided to or for the benefit of the Commissioner by or on behalf of ContactCare, consisting of the following:
– Telephone service
– Service numbers
– Inbound service providing
– Outbound calling
- Agreement: The agreement between ContactCare and Commissioner in accordance with which ContactCare will perform the Service(s).
- Intermediary Party: One or more intermediary parties exist if ContactCare does not have a direct agreement with an Operator for the infrastructure needed for the delivery of the Services or other Services.
- Numbers: Service numbers or telephone numbers.
- Operator: A company that offers dedicated and/or mobile telecommunication networks.
- ACM: Autoriteit Consument & Markt (Independent Mail & Telecommunication Authority), or another comparable authority (also in countries outside the Netherlands), or a possible successor.
- Account: The online environment that is made available to the Commissioner by ContactCare (MyCare) in order to request, manage, or configure the Service(s).
- Website: www.contactcare.nl and sub-domains, and other extensions.
Section 2. Electronic Order, Tender, and Acceptance
- The Agreement between ContactCare and Commissioner is in effect due to the Commissioner placing an electronic order via the Website or via his/her Account. The Website indicates the owed amount and the conditions of the Service indicated on the Website is binding. In addition, ContactCare has the option to initiate a tender indicating what is included in the Service and what the owed amount upon acceptance is and when it is due. However, the latter is customized work and must be requested via email or telephone by the Commissioner.
- A tender is non-committal and is valid until 30 days after ContactCare has issued it, unless indicated otherwise in the tender.
- If the Commissioner has provided incorrect information, ContactCare has the right to adjust the prices accordingly.
- These General Conditions will always apply to the Agreement, unless explicitly agreed upon otherwise in writing by the Commissioner and ContactCare.
- Provisions or conditions stipulated by the Commissioner that deviate from, or are not part of, these General Conditions are only binding to ContactCare if and insofar as these have explicitly been accepted by ContactCare in writing.
- ContactCare retains the right to refuse a Commissioner without stating a reason.
- After acceptance, the Agreement can only be altered by mutual consent of both parties.
- The Agreement takes effect when ContactCare has received the announcement regarding the Commissioner’s acceptance.
- . In case of conflicting provisions in the Agreement, General Conditions or appendices of these, the following order applies:9.1. The Agreement
9.2. The possible Service Level Agreement
9.3. The possible appendices
9.4. These General Conditions
9.5. Possible supplementing conditions
Section 3. Serviceperformance
- After the Agreement has been initiated, ContactCare will perform the Service as soon as possible in conformity with the tender or electronic order.
- Insofar as this has not been agreed upon otherwise in writing, ContactCare guarantees that the Service will be performed to the best of its ability, applying sufficient precision and expertise.
- If and insofar as a proper performance of the Service requires such, ContactCare has the right to have certain activities performed by a third party.
- The Commissioner is obligated to do all that is reasonably necessary and desirable to facilitate a timely and correct performance of the Service. In particular, the Commissioner is responsible for providing all information that ContactCare deems necessary or of which the Commissioner should reasonably understand is necessary for the performance of the Service, promptly to ContactCare.
- ContactCare is allowed to alter the materials provided by the Commissioner without prior consent from the Commissioner.
- If a part of, or required for, the Service, ContactCare will provide the Commissioner with an administrative username and password. This information gives the Commissioner access to the Account (MyCare). The Commissioner will pay all fees arising from the use of the Account, the Service, and administrative username and password.
- Every action that takes place via the Account of the Commissioner is considered to occur under the responsibility and risk of the Commissioner. The Commissioner must report suspected abuse of the Account to ContactCare as soon as possible in order for ContactCare to take action.
- ContactCare has the right to (temporarily) disable delivered Services and/or limit the use of these, or to (partly) suspend the delivery of Services if the Commissioner does not meet its obligations arising from the Agreement with ContactCare, or acts in violation of these conditions.
Section 4. Altering the Service
- All alterations in the Service, whether occurring upon the Commissioner’s request, or necessitated by altered circumstances, are considered as a contract variation if these alterations result in additional expenses or fewer expenses to ContactCare. These expenses are invoiced to the Commissioner accordingly.
- If ContactCare, due to circumstances unknown at the time of the tender or the confirmation of the Service, has to perform more work than originally agreed upon, or has to perform activities that are more problematic than foreseen when entering into the Agreement, ContactCare has the right to inform and charge Commissioner the additional expenses.
- Condition for the right, as mentioned in the previous subsection, is that ContactCare has informed the Commissioner of the intended circumstances and additional expenses in time. If the Commissioner does not agree to the additional expenses, the Commissioner has the right to cancel that part of the additional work that has not yet been performed, however, without any right to restitution or acquittal of the expenses of the already performed additional work.
Section 5. Prices
- All prices are excluding turnover tax (VAT), unless indicated otherwise.
- All prices on the Website, tenders, leaflet and other documentation of ContactCare are under reservation of programming errors and typos. ContactCare is not liable for the consequences of such errors.
- ContactCare is allowed to increase the prices by 5% annually (indexing), without the Commissioner having the possibility to terminate the Agreement concerned. In case of an indexing of over 5%, the Commissioner has the right to terminate the Agreement. If the prices of the suppliers (including Operators) of ContactCare are increased and this price increase is higher than the aforementioned indexing, both the Commissioner and ContactCare have the right to terminate the Agreement. If the Commissioner or ContactCare terminate the Agreement on the basis of this provision, a term of notice of 1 (one) month will be observed. ContactCare will inform the Commissioner of price alterations via email. The Commissioner agrees to this method of communication.
- For the ContactCare telephone service, the rate applies to a conversation of no more than a maximum of 90 seconds.
- In case of exceeding the conversation time mentioned in section 5.4, ContactCare will charge € 0,021 per second.
- The Commissioner will owe user-dependent amounts on the basis of the actual registered usage. Insofar as ContactCare offers an online report, it is only intended for informative purposes and is not binding. The actual registered use as established by the suppliers of ContactCare (including Operators) or Interim Party forms, barring counter evidence by the Commissioner, full evidence regarding the usage and the amounts owed by the Commissioner.
- ContactCare has the right to adjust the periodic and user-dependent amounts on the basis of market changes and developments regarding price level, cost price increasing taxes, levies or import duties implemented by the government, as well as on account of alterations in the prices of Operators, Interim Party, or other suppliers the Services are dependent upon. Commissioner will be promptly informed of a price alteration; in principle, one month before the impleme
Section 6. User Conditions
- Commissioner cannot abuse or make improper use of the Services. In general, this means that the Services cannot be used in a way that violates the applicable law or the rights of third parties.
- Commissioner safeguards ContactCare against all claims third parties make that are founded on the assumption that the Commissioner, its users or (final) customers have not met their applicable duties – legal, on the basis of the Agreement or otherwise – when utilizing the Services, or have violated any rights of another party.
- Although ContactCare endeavors to inform the Commissioner of possible licenses the Commissioner needs for the Services, completeness is not guaranteed. The Commissioner always remains fully responsible for requesting and obtaining all necessary licenses on time and does so at his/her own expenses and risk. The Commissioner safeguards ContactCare against all damage arising from the missing licenses the Commissioner is legally obligated to obtain with regard to the Services.
- If the Commissioner can reasonably expect that the use of the Services will exceed the anticipated use at a certain time, or that the anticipated amount of data traffic in a certain period will be larger than expected, or if the use of the Services or Products by or via the Commissioner can cause hindrance to the telecommunication traffic, the Commissioner is obligated to immediately report this to ContactCare.
- The Commissioner ensures and guarantees prompt compliance with the laws and regulations in the Telecommunication Law, similar laws and regulations abroad, as well as codes of conduct and covenants within the Telecommunication branch, such as the covenant to counteract improper use of information numbers and other regulations, whether or not implemented by the government. Moreover, the Commissioner will follow foreign laws and regulations, if these apply to the Services.
Section 7. Servicenumbers
- Commissioner can request ContactCare to activate Numbers for the Commissioner that ContactCare, after approval, will activate in the national number database of the association COIN in the Netherlands and, if applicable, in an equivalent registration abroad.
- Unless otherwise agreed upon, the Numbers will remain activated for the Commissioner during the duration of the Agreement.
- ContactCare offers the Commissioner the possibility of portability of a Number insofar as this is obligated by law. ContactCare has the right to alter a Number if ContactCare, an Operator, the ACM, or any other Dutch or foreign authority deems this to be necessary.
- Insofar as this arises from the Services, the Commissioner should request one or multiple Numbers for the benefit of the Services at the ACM or any other Dutch or foreign authority. ContactCare cannot influence, and is not liable for, Numbers appropriated to the Commissioner by the ACM or any other Dutch and foreign authority. The Commissioner has no right to obtain a certain Number.
- Insofar as this is appropriate to the Services, and unless the Commissioner has explicitly excluded this in his/her request in writing, ContactCare will make name, address, company and/or profession available to the Operators in order to include this information in public guides and for the benefit of their information services.
- When transferring the information the Commissioner has provided for the benefit of possible telephone book mentioning and number information services, ContactCare cannot be responsible for the correctness, completeness, and legitimacy of the information provided by the Commissioner.
Section 8. Provided Information, Files, and Data Carriers
- All (personal) information and files provided by a Commissioner within the framework of an Agreement must be delivered in the format as indicated by ContactCare and in the way as indicated by ContactCare. Errors or delays that (partly) arise due to the Commissioner not following these guidelines cannot lead to any liability on the part of ContactCare.
- All written, electronic, and telephone messages of ContactCare, sent to the last known address or telephone number, or last known email address of the Commissioner, are considered to have reached the Commissioner. The Commissioner is responsible for reporting changes in a timely manner.
- Errors or delays that (partly) arise because the provided information and files are incorrect, or incomplete, cannot lead to any liability on the part of ContactCare.
- The Commissioner is liable for possible damage ContactCare suffers as the result of errors or omissions in the information, files and/or data carriers provided by him/her. This also includes possible viruses, worms, and other electronic elements. The Commissioner safeguards ContactCare against possible claims of third parties resulting from such errors and/or omissions.
- With regard to the information, files, and data carriers to be provided by the Commissioner to ContactCare, the Commissioner guarantees that he/she has the right to make these available to ContactCare and that ContactCare has the right to perform the activities agreed upon on the basis of this information, files, and data carriers. The Commissioner safeguards ContactCare against possible claims of third parties related to this matter.
Artikel 9.Use of the Information Provided by ContactCare
- If the Agreement stipulates that ContactCare provides information to the Commissioner in order to allow the Commissioner to use this information, the following conditions will also apply.
- The Commissioner is not allowed to use the information provided by ContactCare for any other purpose than has been determined in the Agreement. Barring insofar as this purpose results in such, the Commissioner is not allowed to utilize the information provided by ContactCare to construct his/her own database or to exploit the information or have it exploited. Furthermore, the Commissioner is not allowed to utilize the information provided by ContactCare to construct his/her own directory or guide, or to exploit the information or have it exploited. The Commissioner is only allowed to supplement, adjust or otherwise enrich his/her own information with information provided by ContactCare if this does not infringe on the nature or extent of the user rights to the information provided by ContactCare in any way. These limitations do not affect the Commissioner’s rights to construct his/her own (personal) registration by means of an obtained response.
- Unless explicitly agreed upon, the information provided to the Commissioner by ContactCare will only be used one time by the Commissioner. This one-time right to company information will lapse after three months and the one-time right to consumer information will lapse four weeks after ContactCare has provided the information concerned.
- After the authorized use has ended, the Commissioner is obligated to destroy or remove the information without delay, or, if ContactCare request, to return this information (including the data carriers) in its entirety to ContactCare.
- ContactCare does not guarantee the correctness and the completeness of the provided information.
- If it has been agreed that the Commissioner is allowed to make the information provided by ContactCare available to a third party, the Commissioner is obligated to impose the same obligations on this third party as he/she has toward ContactCare on the basis of the Agreement.
- ContactCare has the right to add a number of control information (such as addresses) to the information ContactCare has provided. If this control information indicates that the Commissioner does not comply with the use agreed upon, this is considered as full proof of the Commissioner’s attributable shortcoming, barring counter evidence from his part.
- In case one of the provisions in this section is violated by the Commissioner, he/she owes a one-time immediate fine of €50,000 that cannot be settled (per violation) as well as €5,000 for every day or part of the day the violation continues, undiminished the right ContactCare has to compensation of the damage suffered by it.
Section 10. Personal Information
- If the Commissioner provides personal information to ContactCare to be processed, ContactCare will only perform the activities related to the personal information that have explicitly been requested. ContactCare does not have the right to perform other activities or actions related to the personal information.
- ContactCare will take sufficient technical and organizational precautions to secure the personal information against loss or any other form of illegitimate processing. These precautions will, taking into account the situation of the technology and the costs of the implementation, guarantee a suitable level of security, given the risks resulting from the processing and the nature of the personal information to be protected. ContactCare will save the personal information they obtain within the framework of the requested processing activities in an electronic file that is not accessible to others unrelated to the Agreement.
- ContactCare will observe secrecy with regard to the personal information it receives within the framework of the requested processing activities. ContactCare will also ensure that its employees and third parties in its service observe the same secrecy.
- The Commissioner always has the right to make an appointment to inspect the facility where the activities are performed. An inspection can never occur immediately and costs can be charged. In addition, the Commissioner must follow the reasonable indications given by ContactCare during inspection.
- ContactCare is not obligated to provide the Commissioner with information relating to people of whom ContactCare knows or suspects that they would object to the fact that their information is provided. The Commissioner will not make use of the information provided by ContactCare relating to people of whom ContactCare knows or suspect that they would object to the use of processing of the information concerned.
- If, on the basis of section 35 subsection 2 Wet Bescherming Persoonsgegevens (Protection of Personal Information Act), the Commissioner informs a person involved of the origin of personal information and also announces that this information has been provided by ContactCare, he/she will inform ContactCare of this without delay and also indicate what information has been provided to another person. The Commissioner will only provide this information after he/she has established with certainty that the request has actually originated from the person involved.
- The Commissioner will immediately perform every request to alter, shield, or remove personal information made available by ContactCare if the Commissioner has established with certainty that this request has originated from the actual person involved. The Commissioner will inform ContactCare and possible third parties that also possess the information concerned of such requests and the taken precautions without delay.
- The Commissioner is not allowed to bring or distribute the personal information provided by ContactCare outside the Netherlands, except in case of prior written consent of ContactCare.
- If the Commissioner provides personal information to ContactCare, he/she guarantees that the applicable regulations with regard to the protection of privacy (including the Protection of Personal Information Act) have been met and that the provision to and processing by ContactCare is allowed under these regulations. With regard to personal information provided by ContactCare, the Commissioner will also comply with these regulations. The Commissioner safeguards ContactCare against claims of third parties arising as the result of noncompliance with these regulations.
- The Commissioner will take precautions of a technical and organizational nature for the protection of its Services to ensure that third parties do not have or cannot obtain unauthorized access to the information provided by ContactCare.
Section 11. Availability of the Service
- ContactCare will endeavor to realize uninterrupted availability of the delivered Service, but does not offer any guarantees to this end, unless otherwise agreed upon in the tender or the electronic ordering procedure via a Service Level Agreement (SLA) indicated as such. Insofar as this has not been determined in such an SLA, that which has been stipulated in this section with regard to availability applies.
- ContactCare has the right to temporary disable its systems, including the Website, or parts of these systems, for the benefit of maintenance to, adjustment, or improvement of the systems. ContactCare will attempt to ensure this occurs outside of office hours as much as possible and will endeavor to inform the Commissioner of the planned maintenance to, adjustment, or improvement of the systems in a timely manner. However, ContactCare is never liable for damage arising from disabling the system.
- ContactCare has the right to adjust its systems, including the Website, or part of the systems from time to time to improve its functionality and to repair errors. If an adjustment leads to a significant alteration in the functionality, ContactCare will endeavor to inform the Commissioner of this. In case adjustments are relevant to multiple commissioners, it is not possible to relinquish a certain adjustment for Commissioner. ContactCare is not obligated to pay any compensation for damage caused by such an adjustment.
- ContactCare will endeavor to inform the Commissioner of the nature and the expected duration of the interruption in case the Service is not available due to failures, maintenance or other causes.
Section 12. Intellectual Property Rights
- All intellectual property rights to all materials, programs, analyses, designs, documentation, advice, reports, tenders, as well as prepared materials, developed or made available within the framework of the Service, exclusively lie with ContactCare or its suppliers.
- The Commissioner exclusively obtains the user rights and authorities that arise from the intention of the Agreement or that are appropriated in writing and for the remaining, the Commissioner will not multiply or publish the programs or other materials.
- The Commissioner is not allowed to remove or alter any indications regarding copyright, brands, trade names, or other intellectual property rights from the materials, including indications regarding the confidential character and secrecy of the materials.
- ContactCare is allowed to take technical precautions for the protection of the materials. If ContactCare has secured the materials by means of technical protection, the Commissioner is not allowed to remove or evade this security.
- Every use, multiplication, or publication of the materials that occurs outside the intention of the Agreement or granted user rights is considered as a violation of copyright. The Commissioner will pay a fine of €10,000, that is immediately claimable and not open to judiciary mitigation, to ContactCare per infringing action, undiminished the right ContactCare has to claim compensation for damage due to infringement or to take other legal precautions to end the infringement.
Section 13. Aansprakelijkheid
- ContactCare’s liability for direct damage suffered by the Commissioner as a result of an attributable shortcoming in ContactCare’s compliance with its obligations arising from this Agreement, explicitly including every shortcoming in the compliance with a guarantee obligation agreed upon with the Commissioner, or due to illegitimate actions of ContactCare, its employees or third parties in its service, is, per event or series of coherent events, limited to an amount that is equal to the compensation the Commissioner owes per year on the basis of this Agreement (excluding VAT). However, the total compensation will never amount to more than €10,000 (excluding VAT).
- ContactCare’s liability for indirect damage, including consequential damage, lost profit, missed savings, loss of (company) information, and damage due to company stagnation is excluded.
- ContactCare does not accept any liability for damage compensation outside the cases mentioned in section 13 subsection 1, irrespective of the grounds on which an action to damage compensation would be based. However, the maximum amount mentioned in section 13 subsection 1 lapses if and insofar as the damage is the result of gross intent of supervisory personnel of ContactCare.
- ContactCare’s liability on account of attributable failure in complying with the Agreement only arises if the Commissioner files a notice of default without delay and in writing to ContactCare, setting a reasonable term to repair the failure, and ContactCare also continues to fail to comply with the obligations after this term. The notice of default must contain a detailed description of the failure, so ContactCare is able to respond adequately.
- ContactCare is never liable for damage caused by force majeure.
- The condition for any right to damage compensation is always that the Commissioner reports the damage to ContactCare in writing within 30 days after it has occurred.
- The Commissioner safeguards ContactCare against all claims of third parties on account of liability resulting from a default in the Service provided by the Commissioner to a third party and that partly consisted of matters, materials, or results delivered by ContactCare.
Section 14. Failures and Force Majeure
- In case of force majeure, including failures or interruptions of the internet, the telecommunication infrastructure, synflood, network attack, DoS or DDoS attacks, power failures, domestic disturbances, mobilization, war, traffic hindrance, strikes, exclusion, company interruptions, stagnation in supply, fire, flood, import and export hindrances, and in case ContactCare is not able to deliver the Service because of its own suppliers, irrespective of the reason, due to which compliance with the Agreement cannot reasonably be desired of ContactCare, the execution of the Agreement will be suspended, or the Agreement will be terminated, when the situation of force majeure has lasted longer than 90 days, without any obligation to provide compensation.
Section 15. Duration and Termination
- If the Service indicates periodical performance of services during a certain term, the Agreement is considered to have been entered into for a minimum time period of 12 months as indicated on the Website. Unless otherwise agreed upon in writing or during the ordering process via the Website, the Agreement is automatically extended with the same period as originally agreed upon, except in case of a written termination or termination via the Account occurring before the end of the agreed upon period, with due consideration of a term of notice of one month.
- In case of termination, or cancelation for any reason whatsoever, ContactCare has the right to immediately cease all Services of the Commissioner. Moreover, no restitution of the amounts paid in advance will take place in case of termination or cancelation.
- Delivery terms stipulated by ContactCare are always indicative, unless it has been explicitly indicated in writing that this concerns a final deadline. Furthermore, in case of an agreed upon final deadline, ContactCare is only in neglect after the Commissioner has filed a notice of default in writing.
- Exceeding the agreed upon delivery times for any reason whatsoever does not result in the right to damage restitution, unless explicitly agreed upon otherwise in writing.
- If the Commissioner does not meet any obligation arising from the Agreement, ContactCare has the right to terminate all Agreements with the Commissioner concerned with a prior notice of default or judicial intervention and undiminished the right ContactCare has to compensation for damage, lost profit, and interest.
Section 16. Payment Conditions
- ContactCare will send an invoice to the Commissioner containing the owed amount. The payment term for this invoice amounts to 14 days, unless indicated otherwise on the invoice or agreed upon otherwise in the Agreement. The invoice can also be paid directly via the methods of payment indicated on the Website.
- The Commissioner agrees to the electronic invoicing by ContactCare. If desired, the Commissioner can receive an invoice in paper form. ContactCare will charge an additional amount of €2 for a paper invoice.
- In case the Commissioner fails to pay or does not pay in time, the Commissioner is legally in default. If an invoice is not paid within the agreed upon term or if a direct debit is refused, ContactCare has the right to claim compensation for all reasonable judicial and extrajudicial costs ContactCare made with reference to such. These costs are at least 15% of the owed amount; additionally, ContactCare has the right to claim compensation for all legal trade interest on the amount owed by the Commissioner. In addition, ContactCare has the right to charge an administration fee of €4.50 for the 1st reminder and €9.50 for a formal notice in case of nonpayment or non-timely payment.
- If the direct debit was unsuccessful, this will be communicated to the Commissioner and ContactCare has the right to charge an administration fee of €15 to the Commissioner.
- ContactCare also has the right to cease and suspend (further) compliance with is obligation and service provision from the moment the claim has become collectable until complete payment has occurred. This right to suspension also applies with regard to other Agreements the Commissioner has entered into with ContactCare.
- In case of recurring nonpayment or non-timely payment, ContactCare is authorized to claim a deposit of at least €250 from the Commissioner. ContactCare is also authorized to multiply this deposit with an amount equal to the two-monthly turnover of the Agreement.
Section 17. Secrecy
- Parties will handle information they provide to each other before, during, or after the execution of the Agreement confidentially when this information is marked as confidential or when the recipient knows or should reasonably suspect that this information was intended to be confidential. Parties also impose this obligation on their employees as well as third parties in their service for the execution of the Agreement.
- ContactCare will not take note of the data the Commissioner saves and/or distributes via the systems of ContactCare, unless this is necessary for a proper execution of the Agreement or ContactCare is obligated to this on the basis of a legal provision or judicial order. In that case, ContactCare will endeavor to limit the access to this information as much as possible, insofar as it lies within its power to do so.
Section 18. Alterations General Conditions
- ContactCare retains the right to alter or supplement these conditions.
- Alterations also apply with regard to already entered into Agreements with due consideration of a term of 30 days after the alteration has been announced on the Website of ContactCare or via electronic messaging. Alterations of secondary importance can always be implemented.
- If the Commissioner does not wish to accept an alteration to these conditions, he/she can terminate the Agreement as of the date on which the new conditions take effect.
Section 19. Final Provisions
- The Dutch law applies to this Agreement.
- Insofar as the rules of the applicable law do not prescribe otherwise, all disputes that might arise on account of this Agreement are submitted to the authorized Dutch judge in Utrecht.
- If any provision from this agreement proves to be void, this does not affect the validity of the entire Agreement. In that case, the parties will establish (a) new provision(s) to replace the old one(s) that is in line with the original Agreement and General Conditions as much as possible.
- “Written” or “in writing” in these conditions also refers to email and communication via fax, if the identity and integrity of the email or fax has been sufficiently established.
- The version of any communication, measurements (including, but not limited to, the use of numbers), and monitoring by ContactCare received or saved by ContactCare are considered as authentic, except for counterevidence delivered by the Commissioner.
- The Commissioner only has the right to transfer its rights and obligations arising from the Agreement to a third party with prior written consent from ContactCare. ContactCare can do this without obtaining prior consent from the Commissioner.
- Parties always inform each other in writing of any alterations in name, address, email address, telephone number and bank account number.
- If any provisions of the Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.