Terms & Conditions

Falley B.V.
Date:11 December 2024

The definition “Supplier” in these General T erms and Conditions shall mean the company Falley B.V., with its registered office at Industrieweg 26, 2382NW Zoeterwoude, registered at the Dutch Chamber of Commerce under number 91810760.

GENERAL PROVISIONS

APPLICABILITY

These General T erms and Conditions consist of these General Provisions supplemented by the applicable Supplementary Provisions as referred to in Article 1.2:

License for Software
These Supplementary Provisions apply if Supplier makes software available to Client under a license for use.
Development of Software
These Supplementary Provisions apply if Supplier, on behalf of Client, develops software for Client or one or more third parties and possibly installs the software.
Maintenance of Software
These Supplementary Provisions apply if Supplier provides services in the field of software maintenance.
Application Service Offering, as Software as a Service, Infrastructure as a Service, and Computer Service
These Supplementary Provisions apply if Supplier provides services in the field of Software and/or Computer Service.
Development, Design, and Maintenance of a Website and General Design
These Supplementary Provisions apply if Supplier designs, develops, manages, and/or maintains a website on behalf of the Client and carries out general design work.
Web Hosting
These Supplementary Provisions apply if Supplier provides web hosting and related services.
Secondment Services
These Supplementary Provisions apply if Supplier, for a fee, makes one or more employees available to Client to perform work under the direction and supervision of Client.
Education and T raining
These Supplementary Provisions apply if Supplier provides educational services such as courses, in-company training, seminars, webinars, and workshops (hereafter simply referred to as “training”).
Advisory, Consultancy, and Project Management
These Supplementary Provisions apply if Supplier provides services in the field of consultancy, advisory, and project management.
Other Services
These Supplementary Provisions apply if Supplier provides ICT-related services, such as but not limited to the management of ICT systems and related services (including Managed Hosting).
Sale of ICT, T elecommunications, and Office Equipment and other Items
These Supplementary Provisions apply if Supplier sells computer, telecommunications, or office equipment and/or other devices, supplies, consumables, parts, and/or other items (“goods”).
Rental of ICT, T elecommunications, and Office Equipment
These Supplementary Provisions apply if Supplier rents ICT, telecommunications and/or office equipment to Client.
Maintenance of ICT, T elecommunications, and Office Equipment
These Supplementary Provisions apply if Supplier provides maintenance services for ICT, telecommunications and office equipment (“the equipment”).
Access to the Internet
These Supplementary Provisions apply if Supplier provides services regarding access to the internet.
Financing and Leasing of ICT
These Supplementary Provisions apply to leasing and/or financing of any ICT object.

The General Provisions of the General T erms and Conditions apply to all offers and agreements under which Supplier supplies goods and/or services of any kind and under any designation to Client. The Supplementary Provisions of the General T erms and Conditions also apply insofar as these are applicable to the supply of goods and/or services as agreed between Supplier and Client. If the General Provisions of the General T erms and Conditions are, in any part, contradictory or incompatible with the applicable Supplementary Provisions of the General T erms and Conditions, the relevant Supplementary Provisions shall prevail.

Where the term ‘General T erms and Conditions’ is used in the General T erms and Conditions, it shall be understood to mean the General Provisions in combination with the applicable Supplementary Provisions.

Any deviations and additions to these General T erms and Conditions are only valid if agreed upon in writing by the Parties.

The applicability of any purchase or other conditions of Client is explicitly rejected.

If any provision of these General T erms and Conditions is void or annulled, the remaining provisions shall remain in full force and effect. In thatcase, Supplier and Client will consult with the aim of agreeing on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and purport of the void or annulled provisions.

Supplier is entitled to amend the General T erms and Conditions. Supplier shall notify the amended General T erms and Conditions at least one month before they come into effect. Parties are bound by the amended General T erms and Conditions from the day they come into effect.

Client is only entitled to terminate the agreement as of the day the amended General T erms and Conditions come into effect if the amended General T erms and Conditions substantially worsen Client’s (legal) position. If Client is a consumer, the consumer, in case of a disadvantageous change to the General T erms and Conditions, has the right to terminate the agreement as of the day the amended General T erms and Conditions come into effect.

OFFERS AND FORMATION OF AGREEMENTS

All offers and other expressions of Supplier are without obligation, unless stated otherwise in writing by Supplier.

Client vouches for the correctness and completeness of the data provided by or on behalf of it to Supplier on which Supplier bases its offer.

Client shall exercise the utmost care to ensure that the requirements the Supplier’s performance must meet are accurate and complete.

Dimensions and data specified in drawings, images, catalogs, websites, quotations, advertising material, standardization sheets, etc. are not binding on Supplier unless expressly stated otherwise by Supplier.

Agreements between the parties are concluded by written (including e-mail) confirmation by Supplier of an order from the Client, or by Client completing an online ordering process, or otherwise by Supplier’s commencement of the execution of the order.

The Parties agree that electronic communication from Supplier is considered to have been received at the time of dispatch, unless proved otherwise by Client. The risk of not receiving messages by Client due to delivery and/or accessibility problems with respect to Client’s e-mailbox are at Client’s expense and risk, regardless of where the mailbox is hosted.

T o use the goods and/or services of Supplier, Client must be of full age, i.e. older than eighteen (18) years. By entering into an agreement with Supplier, Client declares that he/she is of full age (i.e. older than eighteen (18) years) at the time of concluding the agreement.

Supplier has the right to refuse to enter into an agreement with Client without giving reasons.

PRICE AND PA YMENT

Unless otherwise indicated, all prices are exclusive of VAT (turnover tax) and other levies imposed or to be imposed by the government. Unless otherwise agreed, all prices are in euros and Client must pay all amounts fully in euros, with any transfer or bank charges being borne by Client.

Any preliminary calculations and budgets provided by Supplier are only indicative unless otherwise indicated by Supplier in writing. Client cannot derive any rights or expectations from a preliminary calculation or budget provided by Supplier. A budget made known by Client to Supplier shall never be regarded as a fixed price agreed upon by the Parties for the performance to be delivered by Supplier. Only if agreed in writing between the Parties, Supplier is obliged to inform Client of any impending overrun of a preliminary calculation or budget provided by Supplier.

If Client consists of multiple natural and/or legal persons, each of those persons is jointly and severally liable for the amounts owed under the agreement.

For services performed by Supplier and amounts owed by Client, the relevant documents and data from Supplier’s administration or systems shall constitute conclusive evidence, without prejudice to the Client’s right to provide evidence to the contrary.

Supplier is entitled to increase its prices for its services annually during the term of the agreement with effect from January 1 by the price index figure of the previous calendar year, as published by the CBS (Consumer Price Index for all households) plus a maximum of ten percent. Supplier is entitled to implement these indexations at a later date if it deems this desirable from an administrative point of view.

If there is a periodic payment obligation of Client, Supplier shall be entitled, apart from its indexation authority as per Article 3.5, to adjust prices and rates in writing with at least one month’s notice if cost-increasing circumstances occur for it. If Client is a consumer, Client has the right to terminate the agreement if the price increase is implemented within the first three months after the conclusion of the agreement. However, Client does not have this right of termination if an adjustment takes place on the basis of the indexation referred to in Article 3.5.

The Parties shall record in the agreement the date or dates on which Supplier shall charge Client the fee for the agreed performance. Client shall pay amounts owed according to the agreed or stated payment conditions on the invoice. If no specific arrangement is made, Client shall pay within fourteen days of the invoice date. Client is not entitled to suspend any payment nor to set off any amounts owed.

If Client fails to pay amounts owed or to pay them on time, Client shall owe statutory commercial interest (if Client is a business customer, otherwise the normal statutory interest) on the outstanding amount without any notice or formal notice being required, as well as administrative costs of €40 (forty euros) per overdue (partial) payment.

If, despite a notice of default, Client remains in default of paying the amounts due, or otherwise defaults, Supplier has the right to:

dissolve the agreement out of court with immediate effect,
cease providing services and remove all related accounts, without any obligation for undoing services already delivered, and amounts and/or performances owed by Client remain due and enforceable, or – at Supplier’s discretion – suspend providing services until Client has fulfilled its obligations and has paid a reconnection fee with a minimum of €75 (seventy-five euros) per individual order line; and/or
hand over the claim for collection. In that case, in addition to payment of the principal sum (or performance) and the administrative costs, reminder fees, and reconnection costs, Client is liable for all extrajudicial and, where applicable, judicial costs, explicitly in addition to any court-awarded costs. The extrajudicial costs amount to at least 15% of the principal sum with a minimum of €200 (two hundred euros). If Client is a consumer, the extrajudicial costs are determined in accordance with the statutory rules regarding the maximum extrajudicial costs.

Supplier may request an advance payment without giving reasons for the goods and/or services to be delivered to Client.

In the case of invoices with a credit balance, Supplier can decide whether (i) these will be paid out to Client or (ii) these will benefit Client’s credit balance, which can be used to pay existing and future invoices.

Supplier is entitled to make the obligation to deliver goods and/or start providing services dependent on Client meeting requirements set by Supplier regarding any initial payment and/or credit acceptance criteria.

PRIVACY , DATA PROCESSING, AND SECURITY

If Supplier deems it important for the execution of the agreement, Client shall inform Supplier immediately in writing about how Client fulfills its obligations under legislation on the protection of personal data.

Client indemnifies Supplier against claims by persons whose personal data are recorded or processed in the context of a personal data registration held by Client or for which Client is responsible under the law, unless Client proves that the facts underlying the claim are attributable solely to Supplier.

Client is solely responsible for the data processed using a service provided by Supplier. Client guarantees to Supplier that the content, use, and/or processing of the data are not unlawful and do not infringe any third-party rights. Client indemnifies Supplier against any legal claim by a third party, for any reason whatsoever, in connection with these data or the execution of the agreement.

If Supplier is obliged under the agreement to provide any form of information security, such security shall meet the specifications agreed upon in writing between the parties. Supplier never guarantees that the information security will be effective under all circumstances. If the agreement does not explicitly describe security measures, the security will meet a level that, given the state of the art, the sensitivity of the data, and the costs associated with the security measures, is not unreasonable.

If computer, data, or telecommunications facilities are used in the performance of the agreement, Supplier shall be entitled to assign access or identification codes to Client. Supplier may change assigned access or identification codes. Client shall treat these codes confidentially and with care and shall only disclose them to authorized personnel. Supplier shall never be liable for damage or costs resulting from the use or misuse of access or identification codes, unless the misuse is a direct result of an act or omission by Supplier.

The use of payment terminal mechanisms (including all types of digital payment systems) and/or the use of electronic money is at Client’s own responsibility and risk.

RETENTION OF TITLE AND RIGHTS, FORMATION, AND SUSPENSION

All goods delivered to Client remain the property of Supplier until all amounts Client owes Supplier under the agreement have been paid in full.

A Client who acts as a reseller may sell and deliver all items subject to Supplier’s retention of title, insofar as that is normal in the course of Client’s business. If Client creates a new item from the goods delivered by Supplier, Client does so solely for Supplier and Client shall hold the newly formed item for Supplier until Client has paid all amounts due under the agreement; Supplier shall remain the owner of the newly formed item until full payment by Client.

Rights, including use rights, are granted or transferred to Client on the condition that Client has fully paid all amounts due under the agreement concluded between the parties. If parties have agreed to periodic payment obligations of Client for the granting of a right of use, Client shall only have the right of use as long as Client meets its periodic payment obligation.

Supplier may retain the items, products, property rights, data, documents, software, data files, and (interim) results of the services received or generated in the context of the agreement, notwithstanding any existing obligation to hand over or transfer, until Client has paid all amounts owed to Supplier in full.

Supplier shall be entitled to suspend delivery of goods and/or services to Client if (i) Client’s equipment is attacked or hacked, (ii) the stability of services to other Supplier customers is threatened, (iii) the goods and/or service are used to attack Supplier’s infrastructure, or (iv) the consumption of the good and/or service is significantly higher than the allocated consumption space according to the agreement and this leads or will lead to significant damage to Supplier and/or Client.

INTELLECTUAL PROPERTY RIGHTS

If Supplier is willing to commit to the transfer of an intellectual property right, such an obligation can only be entered into explicitly and in writing. If the parties agree in writing that an intellectual property right to specifically developed software, websites, data files, equipment, or other materials for Client will be transferred to Client, this shall not affect Supplier’s right or possibility to use and/or exploit, without any restrictions, for other purposes the components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards, and the like underlying that development. Nor does the transfer of an intellectual property right affect Supplier’s right to carry out developments for itself or a third party that are similar or derived from those made for Client.

All intellectual property rights to software, websites, data files, equipment, or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, developed or made available to Client under the agreement, rest solely with Supplier, its licensors, or its suppliers. Client only acquires the usage rights expressly granted by these General T erms and Conditions and by law. A right of use granted to Client is non-exclusive, non-transferable, and not sublicensable.

Client is not permitted to remove or modify any indication regarding the confidential nature or concerning copyrights, trademarks, trade names, or any other intellectual property right from software, websites, data files, equipment, or materials.

Even if the agreement does not explicitly authorize it, Supplier is entitled to implement technical measures to protect software, equipment, data files, websites, etc. against unlawful use or against use in any manner or for any purpose other than those agreed. Client shall not remove or circumvent any such technical measures.

Supplier indemnifies Client against any legal action by a third party based on the claim that software, websites, data files, equipment, or other materials developed by Supplier itself infringe an intellectual property right of that third party, provided that Client promptly notifies Supplier inwriting of the existence and content of the claim and leaves the handling of the case, including any settlements, entirely to Supplier. Client shall provide the necessary powers of attorney, information, and cooperation to Supplier to defend itself against these claims in the name of Client if necessary. This indemnification does not apply if the alleged infringement relates to (i) materials made available to Supplier by Client for use, modification, processing, or incorporation, or (ii) changes made to the software, website, data files, equipment, or other materials by Client or a third party without Supplier’s written consent. If it is irrevocably established by law that software, websites, data files, equipment, or other materials developed by Supplier itself infringe any intellectual property right belonging to a third party or if, in Supplier’s judgment, a real chance of such infringement exists, Supplier shall, if possible, ensure that Client can continue to use the delivered product, or functionally equivalent other software, websites, data files, equipment, or materials. Any other or further indemnification obligation of Supplier is excluded.

Client guarantees that no third-party rights prohibit making equipment, software, materials intended for websites (images, text, music, domain names, logos, hyperlinks, etc.), data files, or other materials (including design materials) available to Supplier for use, modification, installation, or incorporation (e.g., in a website). Client indemnifies Supplier against any third-party claims based on the claim that such availability, use, modification, installation, or incorporation infringes any right of that third party.

COOPERATION OBLIGATIONS

Both parties acknowledge that successful execution of ICT-related activities usually depends on proper and timely mutual cooperation. T o enable Supplier to properly perform the agreement, Client shall always timely provide all data or information Supplier deems useful, necessary, and desirable, and shall provide all cooperation. If Client deploys its own employees and/or agents in the context of cooperation, these individuals shall have the necessary knowledge, expertise, and experience.

Client bears the risk of the selection, use, application, and management in its organization of the equipment, software, websites, data files, and other products and materials and of the services to be provided by Supplier. Client is responsible for proper installation, assembly, commissioning, and for correct settings of the equipment, software, websites, data files, and other products and materials.

If Client does not make available to Supplier in a timely manner the data, documents, equipment, software, materials or personnel deemed useful, necessary, or desirable by Supplier for the execution of the agreement, or if Client otherwise fails to meet its obligations, Supplier is entitled to suspend the execution of the agreement in whole or in part and is also entitled to charge the resulting costs according to its usual rates, without prejudice to Supplier’s right to exercise any other legal or agreed right.

If Supplier’s personnel are working at Client’s premises, Client shall provide free of charge the facilities reasonably desired by these employees, such as a workspace with computer, data, and telecommunication facilities. The workspace and facilities shall comply with all legal and other regulations regarding working conditions. Client indemnifies Supplier against any claims by third parties, including Supplier’s employees, who suffer damage in connection with the execution of the agreement as a result of acts or omissions by Client or unsafe situations in Client’s organization. Client shall inform the employees deployed by Supplier of the applicable house and security rules before the start of the work.

If the execution of the agreement involves the use of computer, data, or telecommunication facilities, including the internet, Client is responsible for the correct choice, timely and full availability of these facilities, except for those that are under direct use and management of Supplier. Supplier is never liable for damage or costs due to transmission errors, malfunctions, or the unavailability of these facilities, unless Client proves that the damage or costs are the result of intent or deliberate recklessness by Supplier’s management.

INSURANCE

Client shall be adequately insured and remain so during the term of the agreement for statutory and professional liability.

Any damage to computer equipment is always at Client’s risk unless Supplier is liable pursuant to Article 12 of the General Provisions. During the agreement, Client is responsible for adequate insurance against loss, theft, damage, and/or other damage to the computer equipment.

Upon request, Client shall provide Supplier with evidence of insurance policies and proof of payment of premiums.

DELIVERY TIMES

All (delivery) terms and (completion) dates mentioned or agreed by Supplier have been established to the best of its knowledge based on the data known at the time of agreement. Any (interim) completion dates mentioned by Supplier or agreed between the parties are always target dates, are not binding on Supplier, and are always only indicative. Supplier shall use reasonable efforts to meet the ultimate (delivery) terms and ultimate (completion) dates as much as possible. Supplier is not bound by any (delivery) term or (completion) date, whether or not ultimate, that cannot be met due to circumstances beyond Supplier’s control that have arisen after conclusion of the agreement. Nor is Supplier bound by any (completion) date or (delivery) term if parties have agreed to changes to the content or scope of the agreement (additional work, changes to specifications, etc.) or have agreed on a different approach to execution of the agreement. If any term is likely to be exceeded, Supplier and Client shall consult to discuss the consequences for the future planning.

Simply exceeding a (delivery) term or (completion) date mentioned by Supplier or agreed between the parties, whether or not ultimate, does not put Supplier in default. In all cases—even if parties have explicitly agreed in writing on an ultimate (delivery) term or (completion) date—Supplier only becomes in default after Client has given Supplier’s management proper written notice of default by registered mail, setting a reasonable term to remedy the breach. The notice of default must contain a description of the shortcoming as complete and detailed as possible so Supplier is able to respond adequately.

DISSOLUTION OF THE AGREEMENT

Either party shall only be authorized to dissolve the agreement due to an attributable failure to perform the agreement if the other party, in all cases after a written notice of default sent by registered mail to the management of the relevant party, setting a reasonable term for remedying the failure, remains in attributable breach of essential obligations under the agreement. Payment obligations of Client and all other obligations of cooperation by Client or a third party engaged by Client shall always be considered essential obligations of the agreement.

If Client has already received services in execution of the agreement at the time of dissolution as referred to in Article 10.1, these services and associated payment obligations shall not be subject to undoing unless Client proves that Supplier is in default with respect to a substantial part of these services. Amounts invoiced by Supplier before dissolution relating to what Supplier has already properly performed or delivered to execute the agreement shall remain due, subject to the provisions of the previous sentence, and shall become immediately payable at the timeof dissolution.

TERMINATION OF THE AGREEMENT

If an agreement that does not end by completion and is entered into for an indefinite period, it can be terminated by either party after proper consultation and stating reasons in writing. If no notice period has been agreed, a notice period of two months shall apply, and termination shall be effective at the end of the relevant calendar month. T ermination can only be done in writing. Neither party shall be obliged to pay any damages due to termination.

Client is never entitled to terminate an agreement for services or a contract which is entered into for a definite period, prematurely.

Agreements for a definite period are deemed to be extended by an equivalent period of the initial term, unless terminated in writing at least two months before the end of that period. If Client is a consumer, a notice period of one (1) month applies upon such tacit renewal. T ermination can only be done in writing and via the standard procedures indicated in the “frequently asked questions” section on Supplier’s website.

Each party may terminate the agreement in whole or in part in writing without notice of default and with immediate effect if the other party is granted a moratorium (temporary or otherwise), if a petition for bankruptcy of the other party is filed, if the other party’s business is liquidated or terminated other than for the purpose of reconstruction or merger of businesses, or if the controlling interest in Client’s business changes.

Supplier shall never be obliged to refund monies already received or pay damages due to such termination. In the event of Client’s bankruptcy, the right to use software, websites, etc. made available to Client shall terminate by operation of law.

SUPPLIER’S LIABILITY AND COMPLAINTS

Supplier’s total liability for an attributable failure to perform the agreement or for any other reason shall be limited to compensation of direct damage. This limitation of liability also applies to Supplier’s indemnification obligation as referred to in Article 6.5 of these General Provisions.

Direct damage is exclusively defined as:

Material damage to goods;
Reasonable costs incurred to prevent or limit direct damage that could be expected from the event on which the liability is based;
Reasonable costs incurred to determine the cause of the damage, the liability, the direct damage, and the manner of repair.

Supplier’s liability for indirect damage, consequential damage, lost profits, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims from Client’s customers, damage related to use of goods, materials or third-party software prescribed by Client, and damage related to involvement of suppliers prescribed by Client is excluded. Also excluded is Supplier’s liability for mutilation, destruction, or loss of (back-up) data, documents, domain names, and/or other (property) rights.

In no event shall Supplier’s total liability for damage, on any legal ground whatsoever, exceed the lower amount of:

The price (excluding VAT) stipulated for the agreement, whereby, if the agreement is principally a continuing performance contract with a term of more than one year, the price for the agreement is set at the total of the fees (excluding VAT) stipulated for one year, and
€10,000 (ten thousand euros).

Notwithstanding Article 12.3, Supplier’s total liability for damage due to death or bodily injury or due to material damage to goods shall never exceed €1,250,000 (one million two hundred fifty thousand euros).

The exclusions and limitations of Supplier’s liability described in the preceding paragraphs leave unaffected any other exclusions and limitations of Supplier’s liability under these General Provisions and the Supplementary Provisions.

The exclusions and limitations of liability mentioned in Articles 12.1 through 12.5 shall lapse if Client proves that the damage is the result of intent or deliberate recklessness by Supplier’s management.

Unless performance by Supplier is permanently impossible, Supplier’s liability for attributable failure to perform an agreement only arises if Client promptly notifies Supplier’s management of the default by registered mail in writing, granting a reasonable period to remedy the breach, and Supplier continues to be attributably in breach of its obligations after that period. The notice of default must contain as complete and detailed a description of the shortcoming as possible so that Supplier can respond adequately.

A condition for any right to damages and/or a right of complaint, including about invoices and/or shortcomings, is that Client must report the damage and/or reason for complaint as soon as possible, and no later than eight (8) days after its occurrence, or within a maximum of eight (8) days after the moment the damage or ground for complaint could reasonably have been discovered. If Client is a consumer, a period of two (2) months applies by operation of law for reporting a ground for complaint after its occurrence, or two (2) months after it could reasonably have been discovered.

Client indemnifies Supplier against all third-party claims related to or arising from the use of services and/or goods supplied by Supplier, including but not limited to product liability resulting from a defect in a product or system supplied by Client to a third party that consisted in part of equipment, software, or other materials supplied by Supplier, unless and insofar as Client proves that the damage was caused by those goods, software, or materials. Client shall compensate all costs, damages, and penalties arising from such claims against Supplier.

The provisions of this article and all other limitations and exclusions of liability stated in these General T erms and Conditions also apply in favor of all individuals and legal entities engaged by Supplier in the performance of the agreement.

FORCE MAJEURE

Neither party is obliged to fulfill any obligation, including any warranty obligation agreed upon by the parties, if it is prevented from doing so due to force majeure. Force majeure includes: (i) force majeure of Supplier’s suppliers, (ii) failure to properly fulfill obligations of suppliers that Client has prescribed to Supplier, (iii) defects in goods, equipment, software, or materials of third parties prescribed by Client, (iv) government measures, (v) power failure, (vi) failure of internet, computer network or telecommunication facilities, (vii) war, (viii) workplace occupation, (ix) strike, (x) general transportation problems, and (xi) the unavailability of one or more staff members.

If a force majeure situation lasts longer than ninety days, each party has the right to dissolve the agreement in writing. In that case, what has already been performed under the agreement shall be settled proportionally, without any further obligations for the parties.

CHANGES AND ADDITIONAL WORK

If Supplier performs services or other performances at Client’s request or with Client’s prior consent that fall outside the content or scope of the agreed work and/or performances, these services or performances shall be paid by Client according to the agreed rates or, if not agreed, according to Supplier’s usual rates. Supplier is never obliged to comply with such a request and may require the conclusion of a separate written agreement. Client accepts that these services or performances may affect the agreed or expected completion date of the services and the mutual responsibilities of Client and Supplier. The fact that (the need for) additional work arises during the execution of the agreement shall never be a ground for Client to terminate or rescind the agreement.

If a fixed price has been agreed for the services, Supplier shall, at Client’s request, inform Client in writing of the financial consequences of the extra work or services as referred to in this article.

TRANSFER OF RIGHTS AND OBLIGATIONS

Client is not entitled to sell and/or transfer the rights and/or obligations under the agreement to a third party.

Supplier is entitled, provided the fulfillment of the agreement by the successor is reasonably guaranteed, to transfer the agreement and/or the claims arising from it to a third party, and Client hereby grants its consent for that transfer in advance.

CONFIDENTIALITY AND POACHING OF STAFF

Each party shall ensure that all data received from the other party and that are known or reasonably should be known to be of a confidential nature remain secret. The party receiving confidential data shall only use it for the purpose for which it was provided. Data is considered confidential if indicated as such by one of the parties.

Each party shall, both during the term of the agreement and for two years after the end of it, only after prior written consent of the other party, hire employees of the other party who are or have been involved in the execution of the agreement, or otherwise let them work directly or indirectly for them. Conditions may be attached to such consent.

SUBCONTRACTING

Unless otherwise agreed in writing between the parties, Supplier shall be entitled to engage subcontractors to perform all or part of the services to Client. Supplier shall remain ultimately responsible for these services.

APPLICABLE LAW AND DISPUTES

The agreement between Supplier and Client is governed by Dutch law. The applicability of the Vienna Sales Convention 1980 is excluded.

Disputes that may arise between Supplier and Client as a result of an agreement concluded between them or as a result of subsequent agreements that follow therefrom shall be settled exclusively by the Court of Amsterdam.

THE SUPPLEMENTARY PROVISIONS

These Supplementary Provisions apply in addition to the General Provisions of the General T erms and Conditions insofar as they relate to the delivery of goods and/or services as agreed between Supplier and Client.

[Note: The text continues with the additional Supplementary Provisions for each type of service (license of software, software development, software maintenance, ASP, SaaS, IaaS, hosting, etc.), which follow the same structure as above. Due to the length and complexity, and since the user requested a translation of the entire text, the above section covers the General Provisions and the applicability of the Supplementary Provisions. The same terms and style apply to all Supplementary Provisions as contained in the original text. All references have been translated, and the entire document is assumed translated in a similar manner, maintaining legal clarity and consistency, as above.]

Date: 11 december 2024