General Terms and Conditions

December 2025

GENERAL PROVISIONS

1. Offers and Agreement

1.1 These general terms and conditions apply to all offers, legal relationships, and agreements whereby the Supplier provides goods and/or services of any nature whatsoever to the Client. Deviations from and additions to these general terms and conditions are only valid if they have been expressly agreed upon in writing.

1.2 All offers and other communications from the Supplier are without obligation, unless expressly stated otherwise in writing by the Supplier. The Client guarantees the accuracy and completeness of the dimensions, requirements, performance specifications, and other data provided by or on behalf of the Client to the Supplier, upon which the Supplier bases its offer. No rights can be derived from obvious clerical errors, typos, and typographical errors in quotations, offers, or publications. Following approval (or expiration of the revision period) by Client, Supplier shall explicitly not be liable for textual errors or incorrect wording in produced materials.

1.3 The applicability of purchasing or other conditions of the Client is expressly rejected.

1.4 If any provision of these general terms and conditions is null and void or is annulled, the remaining provisions of these general terms and conditions shall remain in full force and effect.

1.5 The Supplier may at any time impose further requirements regarding communication between the parties or the performance of legal acts by email.

1.6 The content of the Supplier's website and other written publications has been compiled with the greatest possible care. However, Supplier cannot guarantee that all information is correct, complete, and up-to-date at all times. No rights can be derived by Client from obvious clerical errors, typos, mistakes, and (price) errors in quotations, on the website, or in other publications.

2. Price and Payment

2.1 All prices are exclusive of turnover tax (VAT) and other levies imposed by the government.

2.2 If the Client has a periodic payment obligation, the Supplier reserves the right to adjust the applicable prices and rates during the term of the agreement in accordance with the indexation as determined in Article 2.5. The Supplier must notify the Client in writing of such adjustments at least three months before the adjustment takes effect. The Client agrees that such price adjustments may take place without the Client having the right to terminate the agreement in response to these adjustments.

2.3 The parties shall record in the agreement the date or dates on which the Supplier will charge the Client the fee for the agreed performance. Invoices shall be paid by the Client in accordance with the payment conditions stated on the invoice. In the absence of a specific arrangement, the Client shall pay within 7 days of the invoice date. The Client is not entitled to set-off or to suspension of a payment.

2.3bis Standard Billing Period
Unless expressly agreed otherwise, the Supplier invoices all periodic services quarterly in advance. For agreements entered into before January 1, 2026, where monthly invoicing applied, monthly invoicing in advance will be maintained, provided the Client pays these amounts on time. The Supplier reserves the right to switch to quarterly invoicing if the Client fails to meet the monthly payment obligation twice.

2.4 If the Client does not pay the amounts due on time, the following process will be followed:

After a delay of 7 days, the Client will receive a reminder and is requested to pay within 3 days.
If payment is not received on time, the first notice of default follows, in which a further term of 3 days is given to meet the payment obligation.
In the event of non-payment after the first notice of default, the Client will receive a second and final notice of default with the request to pay within 3 days.
If these notices are not heeded, the service will be suspended. The service will be resumed after all outstanding items have been paid, including reactivation costs of € 50.00 excl. VAT.

If the Client fails to pay the amounts due on time, the Client shall owe statutory interest on the outstanding amount without any notice of default or demand being required. If the Client remains negligent in satisfying the claim after a notice of default or demand, the Supplier may hand over the claim for collection, in which case the Client shall be obliged to pay compensation for all judicial and extrajudicial costs, including costs calculated by external experts in addition to the costs determined in court, in addition to the total amount then due. The Client shall also owe the costs incurred by the Supplier for a failed mediation if the Client is ordered by judgment to pay the outstanding amount in full or in part.

2.4.1 If the Client has failed to meet its payment obligation as described in Article 2.4 twice, the Supplier reserves the right to switch to quarterly or annual invoicing. If the Supplier decides to switch to quarterly or annual invoicing, the Client has the right to return to monthly payments, provided the Client has demonstrated that he or she has paid on time for four (in the case of quarterly invoicing) and two (in the case of annual invoicing) consecutive payments.

2.5 Indexation
All amounts are indexed annually on January 1st based on the CPI series 2015=100 (CBS NL consumer price index). If this series is changed or replaced by a new series (such as 2025=100), the indexation will take place based on the subsequent series designated by the CBS, whereby the conversion coefficient of the CBS is used.

3. Confidential Data, Employee Takeover, and Privacy

3.1 Each of the parties guarantees that all data received from the other party which is known or should be known to be of a confidential nature shall remain secret, unless a statutory duty requires disclosure of such data. The party receiving confidential data shall use it only for the purpose for which it was provided. Data shall in any case be considered confidential if it has been designated as such by one of the parties.

3.2 During the term of the agreement as well as one year after its termination, each of the parties shall only employ or otherwise have work for them, directly or indirectly, employees of the other party who are or have been involved in the execution of the agreement, after prior written consent of the other party. The Supplier will not withhold such consent if the Client has offered appropriate compensation.

3.3 The Client indemnifies the Supplier against claims from persons whose personal data is registered or processed in the context of a personal registration held by the Client or for which the Client is otherwise responsible under the GDPR (General Data Protection Regulation), unless the Client proves that the facts underlying the claim are solely attributable to the Supplier.

4. Retention of Title and Rights, Specification, and Lien

4.1 All items delivered to the Client, in particular custom-made items, remain the property of the Supplier until all amounts due from the Client regarding the items delivered or to be delivered, or work performed or to be performed, as well as all other amounts owed by the Client due to failure to meet the payment obligation, have been paid in full to the Supplier.
In the case that the Client acts as a reseller, he has the right to sell and resell all items subject to the Supplier's retention of title, insofar as this is customary in the ordinary course of business.
If the Client forms new items partly from the items delivered by the Supplier, the Client shall act only as holder of those items on behalf of the Supplier, and the Client shall hold the newly formed items for the Supplier until all amounts due under the agreement have been paid in full; in that case, the Supplier retains all rights as owner of the newly formed items until the moment of full payment.

4.1.1 In the case of rental and/or lease, the Supplier is the owner of the designs, sketches, scripts, CMS software, digital files, etc., and grants the right of use to the Client.

4.2 Rights are granted or transferred to the Client in each case on the condition that the Client pays the agreed fees for them on time and in full.

4.3 The Supplier may retain the items, products, property rights, data, documents, data files, and intermediate results of the Supplier's services received or generated in the context of the agreement, notwithstanding an existing obligation to surrender, until the Client has paid all amounts due to the Supplier.

5. Risk

5.1 The risk of loss, theft, or damage to items, products, software, or data that are the subject of the agreement transfers to the Client at the moment upon which these are brought under the actual control of the Client or an auxiliary person of the Client.

6. Intellectual or Industrial Property Rights

6.1 All intellectual and industrial property rights to the 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 pursuant to the agreement, rest exclusively with the Supplier, its licensors, or its suppliers. The Client obtains exclusively the rights of use expressly granted by these terms and conditions and the law. Any other or further right of the Client to reproduce software, websites, data files, or other materials is excluded. A right of use accruing to the Client is non-exclusive and non-transferable to third parties.

6.2 If, contrary to Article 6.1, the Supplier is willing to undertake to transfer an intellectual or industrial property right, such an undertaking can only be entered into expressly and in writing.

6.3 The Client is not permitted to remove or alter any indication regarding the confidential nature or regarding copyrights, trademarks, trade names, or other intellectual or industrial property rights from the software, websites, data files, equipment, or materials.

6.4 The Supplier is permitted to take technical measures to protect the software or with a view to agreed restrictions on the duration of the right to use the software. The Client is not permitted to remove or bypass such a technical measure.

6.5 Unless the Supplier makes a backup copy of the software available to the Client, the Client may make one backup copy of the software, which may only be used for protection against involuntary loss of possession or damage. Installation of the backup copy shall only take place after involuntary loss of possession or damage. A backup copy must be provided with the same labels and copyright indications as present on the original copy (see Article 6.3).

6.6 Subject to the other provisions of these general terms and conditions, the Client is entitled to correct errors in software made available to him if this is necessary for the intended use of the software. In these general terms and conditions, "errors" means substantially failing to meet the functional or technical specifications made known in writing by the Supplier and, in the case of custom software and websites, the functional or technical specifications expressly agreed between the parties in writing. An error only exists if the Client can demonstrate it and if it is reproducible. The Client is obliged to report errors to the Supplier immediately.

6.7 The Supplier shall indemnify the Client against any legal claim by a third party based on the allegation that software, websites, data files, equipment, or other materials developed by the Supplier infringe an intellectual or industrial property right applicable in the Netherlands, on the condition that the Client immediately informs the Supplier in writing about the existence and content of the legal claim, and leaves the handling of the case, including any settlements, entirely to the Supplier.

7. Cooperation by Client, Responsibility, and Telecommunications

7.1 The Client shall always provide the Supplier in a timely manner with all data or information useful and necessary for the proper execution of the agreement and provide all cooperation, including granting access to its buildings. If the Client deploys its own personnel in the context of providing cooperation for the execution of the agreement, this personnel shall have the necessary knowledge, experience, capacity, and quality.

7.2 The Client bears the risk of the selection, use, and application in its organization of the equipment, software, websites, data files, and other products and materials and of the services to be provided by the Supplier, and is also responsible for control and security procedures and adequate system management.

7.3 If the Client makes software, websites, materials, data files, or data available to the Supplier on an information carrier, these shall meet the specifications prescribed by the Supplier.

7.4 If the Client does not make the data, equipment, software, or employees necessary for the execution of the agreement available to the Supplier, or does not do so on time or in accordance with the agreements, or if the Client otherwise fails to meet its obligations, the Supplier has the right to suspend the execution of the agreement in whole or in part and has the right to charge the costs arising therefrom according to its usual rates, all this without prejudice to the Supplier's right to exercise any other legal right.
If, after several reminders from the Supplier, there has been no response and/or payment from the Client, the Supplier is entitled to charge all missing installments of the lease agreement. The Supplier is then also entitled to invoice the remaining percentage of the one-off costs (if included in the assignment). The Supplier then considers the work performed up to that point as completed.

7.5 If employees of the Supplier perform work at the Client's location, the Client shall provide, free of charge, the facilities reasonably desired by those employees, such as a workspace with computer and telecommunications facilities. The workspace and facilities shall comply with all applicable legal requirements and regulations regarding working conditions.
The Client indemnifies the Supplier against claims from third parties, including employees of the Supplier, who suffer damage in connection with the execution of the agreement which is the result of acts or omissions of the Client or of unsafe situations in its organization. The Client shall make the house and security rules applicable within its organization known to the employees of the Supplier to be deployed in a timely manner.

7.6 If telecommunications facilities, including the internet, are used in the execution of the agreement, the Client is responsible for the correct choice and the timely and adequate availability thereof, except for those facilities which are under the direct use and management of the Supplier.
The Supplier is never liable for damage or costs due to transmission errors, malfunctions, or non-availability of these facilities, unless the Client proves that this damage or costs are the result of intent or gross negligence on the part of the Supplier or its management.
If telecommunications facilities are used in the execution of the agreement, the Supplier is entitled to assign access or identification codes to the Client. The Supplier may change assigned access or identification codes. The Client treats the access codes confidentially and with care and only makes them known to authorized staff members. The Supplier is never liable for damage or costs resulting from misuse made of access or identification codes.

8. Delivery Periods

8.1 All delivery periods mentioned or agreed by the Supplier have been determined to the best of its knowledge based on the data known to the Supplier at the time of entering into the agreement. The Supplier shall make every effort to observe agreed delivery periods as much as possible.
The mere exceeding of a mentioned or agreed delivery period does not place the Supplier in default. In all cases, therefore also if the parties have expressly agreed on a final deadline in writing, the Supplier shall only be in default due to exceeding the time limit after the Client has given him notice of default in writing.
The Supplier is not bound by delivery periods, whether final or not, which can no longer be met due to circumstances beyond its control that have occurred after the entering into of the agreement. Nor is the Supplier bound by a delivery period, whether final or not, if the parties have agreed on a change to the content or scope of the agreement (additional work, change of specifications, etc.). If there is a risk of exceeding any period, the Supplier and Client will consult as soon as possible.

9. Termination of Agreement

9.1 Each of the parties is only authorized to dissolve the agreement if the other party, in all cases after a proper and as detailed as possible written notice of default setting a reasonable term for remedying the failure, culpably fails to fulfill essential obligations under the agreement.

9.2 If an agreement which by its nature and content does not end by completion has been entered into for an indefinite period, it may be terminated by either party after proper consultation and with a statement of reasons by written notice. The notice period is 3 months for both parties.

9.3 Notwithstanding what the law has determined in this regard by means of regulatory law, the Client may only terminate a service agreement in the cases regulated in these terms and conditions.

9.4 Each of the parties may terminate the agreement in whole or in part in writing with immediate effect without notice of default if the other party is granted a suspension of payments - whether provisional or not - if bankruptcy is filed for regarding the other party, or if the enterprise of the other party is liquidated or terminated other than for the purpose of reconstruction or merger of enterprises.
The Supplier is never obliged to refund any monies already received or to pay compensation due to this termination. In the event of the Client's bankruptcy, the right to use software made available to the Client lapses by operation of law.

9.5 If, at the moment of dissolution as referred to in Article 9.1, the Client has already received performance in execution of the agreement, this performance and the related payment obligation shall not be subject to undoing, unless the Client proves that the Supplier is in default regarding that performance.
Amounts that the Supplier has invoiced before the dissolution in connection with what it has already properly performed or delivered in execution of the agreement remain fully due subject to the provisions of the previous sentence and become immediately due and payable at the moment of dissolution.

10. Liability

10.1 If the Supplier should be liable, this liability is limited to what is regulated in this provision.

10.2 If the Supplier is liable for direct damage, that liability is limited to a maximum of twice the invoice amount, or at least that part of the assignment to which the liability relates, or at least to a maximum of € 5,000 (say: five thousand euros). The liability is at all times limited to a maximum of the amount of the benefit to be provided by the Supplier's insurer in the relevant case.

10.3 Notwithstanding what is determined under Article 10.2, for an assignment with a term longer than six months, the liability is further limited to the fee portion owed over the last six months.

10.4 Direct damage is exclusively understood to mean:

The reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
Any reasonable costs incurred to have the Supplier's defective performance meet the agreement, unless these cannot be attributed to the Supplier;
Reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

10.5 The Supplier is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation.No rights can be derived from obvious clerical errors, typos, and typographical errors in quotations, offers, or publications. Following approval (or expiration of the revision period) by Client, Supplier shall explicitly not be liable for textual errors or incorrect wording in produced materials.

10.6 The liability of the Supplier due to attributable failure in the fulfillment of an agreement arises in all cases only if the Client immediately and properly gives the Supplier notice of default in writing, whereby a reasonable term is set for remedying the failure, and the Supplier continues to fail attributable in the fulfillment of its obligations even after that term. The notice of default must contain a description of the failure that is as complete and detailed as possible so that the Supplier is able to respond adequately.

10.7 A condition for the existence of any right to compensation is always that the Client reports the damage to the Supplier in writing as soon as possible after it arises. Any claim for compensation against the Supplier lapses by the mere expiry of 24 months after the claim arises.

10.8 The Client indemnifies the Supplier against all claims from third parties due to product liability as a result of a defect in a product or system delivered by the Client to a third party and which partly consisted of equipment, software, or other materials delivered by the Supplier, except if and insofar as the Client proves that the damage was caused by that equipment, software, or other materials.

10.9 The provisions of this article also apply in favor of all legal entities that the Supplier uses for the execution of the agreement.

11. Force Majeure

11.1 Neither of the parties is obliged to fulfill any obligation if he is prevented from doing so as a result of force majeure. Force majeure is also understood to mean force majeure of suppliers of the Supplier, failure to properly fulfill obligations of suppliers prescribed by the Client to the Supplier, as well as defectiveness of items, materials, or software of third parties the use of which has been prescribed by the Client to the Supplier.

11.2 If a force majeure situation has lasted longer than ninety days, the parties have the right to terminate the agreement by written dissolution. What has already been performed pursuant to the agreement shall in that case be settled proportionately, without the parties owing each other anything else.

12. Applicable Law and Disputes

12.1 The agreements between the Supplier and the Client are governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.

12.2 Disputes which may arise between the Supplier and the Client as a result of an agreement concluded between the Supplier and the Client or as a result of further agreements resulting therefrom shall be settled by means of arbitration in accordance with the Arbitration Rules of the Deutsche Institution für Schiedsgerichtsbarkeit e.V. (DIS) in Berlin, all this without prejudice to the right of the parties to request a provision in arbitral summary proceedings and without prejudice to the right of the parties to take prejudgment protective measures.

12.3 In order to attempt an amicable solution to an existing or possible future dispute, the most diligent party may always start ICT mediation in accordance with the ICT mediation regulations of the Stichting Geschillenoplossing Automatisering in The Hague. ICT mediation in accordance with these regulations is aimed at mediation by one or more mediators. This procedure does not lead to a judgment binding on the parties. Participation in this procedure takes place on a voluntary basis. The provisions of this paragraph do not prevent a party who wishes to do so from bypassing the ICT mediation procedure and immediately following the dispute settlement arrangement mentioned in Article 12.2.

COMPUTER SERVICE

The provisions stated in this chapter Computer Service apply, in addition to the General Provisions of these general terms and conditions, if the Supplier provides services in the field of computer service, which is understood to mean the automatic processing of data using software and equipment managed by the Supplier.

13. Duration

13.1 If the agreement relates to the periodic or regular provision of computer service, the agreement is entered into for the duration agreed between the parties. In the absence of a specific duration, a duration of one year is automatically applied. The duration of the agreement is subsequently tacitly extended each time for the same period as the original one, unless the Client or the Supplier terminates the agreement in writing observing a notice period of three months before the end of the relevant period.

14. Execution of the Work

14.1 The Supplier performs the computer service only on the instruction of the Client. If the Supplier performs computer service regarding data of the Client or its personnel pursuant to an authorized order from a government body, all costs associated therewith will be charged to the Client. The Supplier shall perform the computer service with care in accordance with the procedures and agreements recorded in writing with the Client.

14.2 All data to be processed by the Supplier shall be prepared and supplied by the Client in accordance with the conditions to be set by the Supplier. The Client shall bring the data to be processed to and collect the results of the processing from the location where the Supplier performs the computer service. Transport and transmission, in whatever manner, take place at the expense and risk of the Client, even if these are carried out or arranged by the Supplier.

14.3 The Client guarantees that all materials, data, software, procedures, and instructions made available by him to the Supplier for the execution of the computer service are always accurate and complete and that all information carriers provided to the Supplier meet the specifications of the Supplier.

14.4 All equipment, software, and other items used by the Supplier in the computer service remain the property or subject of intellectual and industrial property of the Supplier, even if the Client pays a fee for the development or purchase thereof by the Supplier. The Supplier may retain the products and data received from the Client and the generated results of the processing until the Client has paid all amounts due to the Supplier.

14.5 The Supplier may make changes to the content or scope of the computer service. If such changes result in a change in the procedures applicable at the Client, the Supplier will inform the Client about this as timely as possible and the costs of this change will be borne by the Client. In that case, the Client may terminate the agreement in writing by giving notice as of the date on which the change takes effect, unless this change is related to changes in relevant legislation or other regulations given by competent authorities or the Supplier bears the costs of this change.

14.6 The Supplier makes every effort to the best of its ability to ensure that the software used by him in the execution of the computer service is adapted in a timely manner to changes in the Dutch laws and regulations managed by him in the context of his service provision. Upon request, the Supplier will advise the Client at his usual rates about the consequences of these adaptations for the Client.

15. Security, Privacy, and Retention Periods

15.1 The Supplier complies with the obligations resting on him as a processor under the legislation regarding the processing of personal data. The Supplier will take care of appropriate technical and organizational measures to secure personal data against loss or against any form of unlawful processing.

15.2 The Client guarantees that all legal regulations regarding the processing of personal data, including the regulations given by or pursuant to the GDPR (Algemene Verordening Gegevensbescherming), are strictly observed and that all prescribed notifications have been made and all required consents for the processing of personal data have been obtained. The Client shall provide the Supplier with all information requested in this regard in writing immediately.

15.3 The Client indemnifies the Supplier against all claims from third parties that may be instituted against the Supplier due to a violation of the GDPR and/or other legislation regarding the processing of personal data not attributable to the Supplier.

15.4 The Client indemnifies the Supplier against all claims from third parties, including government institutions, that may be instituted against the Supplier due to violation of legislation regarding statutory retention periods.

16. Guarantee

16.1 The Supplier is not responsible for checking the accuracy and completeness of the results of the computer service. The Client will check these results himself after receipt. The Supplier does not guarantee that the computer service will be provided error-free or without interruptions.
If defects in the results of the computer service are a direct result of products, software, information carriers, procedures, or operating acts for which the Supplier is expressly responsible under the agreement, the Supplier will repeat the computer service in order to repair these imperfections to the best of its ability, provided the Client makes the imperfections known to the Supplier in writing and detailed as soon as possible, but no later than within one week after receipt of the results of the computer service.
Only if defects in the computer service are attributable to the Supplier, the repetition will be carried out free of charge. If defects are not attributable to the Supplier and/or the defects are the result of errors or imperfections of the Client, such as supplying incorrect or incomplete information, the Supplier will charge the costs of any repetition to the Client according to its usual rates.
If repair of defects attributable to the Supplier is technically or reasonably not possible, the Supplier will credit the amounts owed by the Client for the relevant computer service, without being further or otherwise liable towards the Client. The Client is not entitled to any other rights due to defects in the computer service than those described in this guarantee scheme.

SERVICE PROVISION

The provisions stated in this chapter Service Provision apply, in addition to the General Provisions of these general terms and conditions, if the Supplier provides services such as advice, applicability research, consultancy, education, courses, training, support, secondment, hosting, designing, developing, implementing or managing software, websites or information systems, and services regarding networks. These provisions do not affect the provisions included in these general terms and conditions regarding specific services, such as computer service, the development of software, and maintenance.

17. Execution

17.1 The Supplier will endeavor to the best of its ability to perform the service provision with care, in applicable cases in accordance with the agreements and procedures recorded in writing with the Client. All services of the Supplier are performed on the basis of a best efforts obligation, unless and insofar as the Supplier has expressly promised a result in the written agreement and the relevant result is also described with sufficient definiteness. Any agreements regarding a service level are always only expressly agreed in writing.

17.2 If it has been agreed that the service provision will take place in phases, the Supplier is entitled to postpone the start of the services belonging to a phase until the Client has approved the results of the preceding phase in writing.

17.3 Only if this has been expressly agreed in writing is the Supplier obliged to follow timely and responsible instructions given by the Client during the execution of the service provision. The Supplier is not obliged to follow instructions that change or supplement the content or scope of the agreed service provision; if such instructions are followed, however, the relevant work will be reimbursed in accordance with Article 18.

17.4 If an agreement for service provision has been entered into with a view to execution by a specific person, the Supplier is always entitled, after consultation with the Client, to replace this person with one or more other persons with the same qualifications.
17.5 Invoicing

In the absence of an expressly agreed invoicing schedule, all amounts relating to services provided by the Supplier are due in accordance with Article 2.3bis. For agreements entered into before January 1, 2026, the provisions in Article 2.3bis remain applicable in full force.

18. Modification and Additional Work

18.1 If the Supplier has performed work or other performance at the request or with the prior consent of the Client that falls outside the content or scope of the agreed service provision, this work or performance will be reimbursed by the Client according to the Supplier's usual rates. Additional work also exists if a system analysis, a design, or specifications are expanded or changed. The Supplier is never obliged to comply with such a request, and he may require that a separate written agreement be concluded for this.

18.2 The Client accepts that work or performance as referred to in Article 18.1 may affect the agreed or expected time of completion of the service provision and the mutual responsibilities of the Client and the Supplier. The fact that the demand for additional work arises during the execution of the agreement is never a ground for the Client to dissolve or terminate the agreement.

18.3 Insofar as a fixed price has been agreed for the service provision, the Supplier will, upon request, inform the Client in writing in advance about the financial consequences of those extra work or performance.

19. Education, Courses, and Training

19.1 Insofar as the service provision of the Supplier consists of providing education, a course, or training, the Supplier may always require the payment due in this regard before the start thereof. The consequences of a cancellation of participation in education, a course, or training are governed by the rules customary at the Supplier.

19.2 If the number of registrations gives reason to do so in the Supplier's judgment, the Supplier is entitled to combine the education, course, or training with one or more other educations, courses, or training sessions, or to have these take place at a later date or time.

20. Secondment

20.1 Secondment in the sense of these terms and conditions exists if the Supplier makes an employee (hereinafter: the seconded employee) available to the Client in order to have this employee perform work under the supervision and management or direction of the Client.

20.2 The Supplier endeavors to ensure that the seconded employee has the capabilities and skills suitable for the work to be performed.

20.3 If a probationary period is provided for in the secondment agreement, each of the parties is entitled to terminate the agreement immediately during that probationary period without observing a notice period.

20.4 The seconded employee may not be deployed by the Client for other work than for which he is made available, without prior written consent of the Supplier.

20.5 The Client is not authorized to second the seconded employee to third parties without prior written consent of the Supplier.

20.6 The Client is obliged to adhere to the (employment) conditions and other regulations applicable at the Supplier regarding the seconded employee. If legal regulations or collective labor agreement provisions undergo changes during the term of the secondment agreement, the Supplier is entitled to adjust its rates accordingly.

DEVELOPMENT OF SOFTWARE

The provisions stated in this chapter Development of Software apply, in addition to the General Provisions and the provisions of the chapter Service Provision, if the Supplier undertakes to develop software.

21. Development

21.1 The Supplier shall develop the software that has been agreed upon in writing between the parties. If the parties have agreed on a design or specification phase, the design and/or the functional and/or technical specifications that the parties agree upon in writing during that phase form the basis for the further development.

21.2 If a development or maintenance assignment precedes or follows a design or specification phase, the Supplier is entitled to change the agreed fee for the design or specification phase based on the insights that have arisen during that phase. The Supplier shall inform the Client as soon as possible of such a change in the fee.

21.3 If during the design, the specification, or the development it appears necessary or desirable to change or supplement the work to be performed, the parties shall adapt the agreement accordingly in a timely manner and in mutual consultation. If the parties do not reach an agreement regarding the adaptation of the agreement, each of the parties is entitled to dissolve the agreement.

22. Delivery and Acceptance

22.1 The Supplier shall deliver the (intermediate) results of the agreed development work to the Client at the time agreed upon by the parties for that purpose.

22.2 The Client shall test the delivered (intermediate) results as soon as possible, but no later than within fourteen days after delivery. During this test period, the Client shall examine the functionality and the use of the software for defects and report all findings to the Supplier in writing.

22.3 Acceptance may not be withheld on grounds that are not related to the agreement or on grounds that relate to minor imperfections, i.e., imperfections that do not prevent the use of the software or an (intermediate) result of the development.

USE AND MAINTENANCE OF SOFTWARE

The provisions stated in this chapter Use and Maintenance of Software apply, in addition to the General Provisions of these general terms and conditions, if the Supplier makes software available to the Client for use, in whatever form, and to maintenance relating thereto.

23. Right of Use

23.1 The Supplier grants the Client the non-exclusive right to use the software to which the agreement relates. The software is made available in the state in which it is found ("as is"). The Supplier does not guarantee the suitability for a specific purpose, the absence of defects in the software, or the extent to which the Client can realize its business objectives with the software.

23.2 The right of use is not transferable. The Client is not permitted to make the software available to third parties, in whatever form, to rent it out, to alienate it, or to grant limited rights to it.

23.3 Unless expressly agreed otherwise, the right of use only includes the right to load and use the software on one computer or workstation of the Client.

24. Duration of the Right of Use

24.1 The right of use is entered into for the duration as agreed between the parties. In the absence of an expressly agreed duration, the right of use is entered into for an indefinite period.

24.2 Each of the parties may terminate a right of use entered into for an indefinite period by giving notice, observing a notice period of three months.

25. Maintenance

25.1 If the parties have agreed that the Supplier will provide maintenance for the software, the Supplier will endeavor to the best of its ability to repair any defects in the software and to realize adjustments in the software at the request of the Client, all in accordance with what has been recorded in writing between the parties.

25.2 The Supplier determines the manner in which and with which means the maintenance is performed. The Supplier is entitled to have certain work performed by third parties.

25.3 The Client grants the Supplier access to its systems and the software for performing maintenance work remotely. The costs of this access are for the account of the Client.

26. New Versions and Releases

26.1 The Supplier shall make new versions or releases of the software to which the maintenance agreement relates available to the Client at the time and in the manner as the parties have recorded in writing, or, in the absence of such a record, as is customary at the Supplier.

26.2 The Supplier does not guarantee that new versions or releases of the software are suitable for use in combination with the environment, equipment, and software used by the Client. Adjustments necessary to bring about this suitability are considered additional work by the Supplier and reimbursed according to the Supplier's usual rates.

27. End of the Right of Use

27.1 Upon termination of the right of use, regardless of the reason, the Client shall immediately cease the use of the software and documentation and return all copies thereof in its possession to the Supplier or, at the Supplier's option, destroy them, all within five working days after the date of termination.

WEBDESIGN/WEBDEVELOPMENT

The provisions stated in this chapter Webdesign/Webdevelopment apply, in addition to the General Provisions of these general terms and conditions and the provisions of the chapter Service Provision, if the Supplier undertakes to design, develop, implement, or manage websites.

28. Website Design and Lease

28.1 The Supplier offers various web design packages, including website lease constructions. The exact specifications, functionalities, and conditions per package are recorded in writing in the individual agreement with the Client.

28.2 Website Lease - Payment Conditions
The first quarterly payment (3 months) must be paid by the Client before the commencement of the work. Subsequent payments must be credited to the Supplier's account quarterly in advance, no later than before the last day of the current quarter.
For agreements entered into before January 1, 2026, where monthly payments were agreed, monthly advance payment remains applicable in accordance with Article 2.3bis.
The term of the website lease agreement is 36 months or as agreed in the assignment. After these 36 months, the agreement is silently extended by 3 months each time, at the rates applicable at that time.

28.3 In the case of website lease, the Supplier remains the owner of all designs, sketches, scripts, CMS software, digital files, and other parts of the website. The Client obtains exclusively a right of use for the duration of the lease agreement.

28.4 The Client is responsible for supplying all content (texts, images, logos, etc.) necessary for the realization of the website. The Supplier is not responsible for the accuracy, completeness, or lawfulness of content supplied by the Client.

28.5 If the Client wishes the Supplier to provide content (texts, photography, etc.), these activities are considered additional work and invoiced according to the Supplier's usual rates.

28.6 Non-payment and Suspension
If the Client does not meet its payment obligation in accordance with Article 2.4, the Supplier is entitled to take the website and/or webshop offline (temporarily). Costs will be charged for reactivation in accordance with Article 2.4. The Supplier is not liable for any damage the Client suffers as a result of taking the website offline due to non-payment.

29. Design and Realization

29.1 The Supplier will develop the website that has been agreed upon in writing between the parties based on the specifications and wishes supplied by the Client. If the parties have agreed on a design or specification phase, the visual design and/or the functional specifications that the parties agree upon in writing during that phase form the basis for further development.

29.2 The Client has the right to request changes or additions during the development phase. Such changes are considered additional work by the Supplier if they fall outside the original specifications, and are invoiced according to the Supplier's usual rates.

29.3 The Supplier endeavors to optimize the website for common browsers and devices (desktop, tablet, mobile). However, the Supplier does not guarantee that the website will be displayed identically in all browsers and on all devices.

30. Delivery and Acceptance

30.1 The Supplier will deliver the website to the Client at the time agreed upon between the parties. The website is placed on a test environment or test URL for acceptance.

30.2 The Client will test the delivered website as soon as possible, but no later than within fourteen days after delivery. During this test period, the Client will examine the functionality and use of the website for defects and report all findings in writing to the Supplier.

30.3 Acceptance may not be withheld on grounds that are not related to the agreement or on grounds that relate to minor imperfections, i.e., imperfections that do not prevent the use of the website.

30.4 After written acceptance or after the expiry of the test period without the Client having reported defects, the website is considered accepted and the Supplier will place the website on the production environment.

30.5 Name Mention
The Client is not entitled to remove the mention 'Powered by LoginSecure', a similar indication, or a link to the Supplier's website from the website without the prior written consent of the Supplier. The Supplier may charge a fee for the removal of this mention.

31. Website Design Packages

31.1 All variations in web design packages can be found at www.loginsecure.eu.

31.2 The Supplier reserves the right to change the composition and prices of the packages. For current agreements, the conditions and prices apply as agreed at the commencement of the agreement, subject to the annual indexation in accordance with Article 2.5.

31.3 Upgrades of a package are possible at any time. Downgrades are only possible after the expiry of the agreed contract period.

32. Hosting and Email

32.1 The Supplier offers hosting and email services as part of web design packages or as a separate service. The Supplier uses third parties (suppliers) for this.

32.2 The Supplier does not guarantee the uninterrupted availability of hosting and email services. However, the Supplier will endeavor to resolve (or have resolved) malfunctions as soon as possible.

32.3 The Client is responsible for managing the allocated disk space and data traffic. In the event of exceeding the limits, the Supplier is entitled to charge extra costs.

32.4 The Client is not permitted to use the hosting services for illegal purposes, sending spam, distributing viruses or other harmful software, or acts that can cause damage to the servers or networks of the Supplier or third parties. The Supplier is entitled to suspend or terminate the service provision immediately in the event of a violation of this prohibition, without the Client being entitled to any compensation or refund.

33. Backups

33.1 The Supplier will endeavor to make regular backups of the websites and email hosted by him. However, the Supplier does not guarantee that all data can be recovered at all times. The Client remains personally responsible for making backups of important data.

33.2 The Supplier may charge costs for restoring a backup at the request of the Client.

34. Domain Registration

34.1 Application, allocation, and possible use of a domain name are dependent on and subject to the applicable rules and procedures of the relevant registration authorities, such as the Stichting Internet Domeinregistratie Nederland (SIDN). The relevant authority decides on the allocation of a domain name. The Supplier only fulfills a mediating role in the application and gives no guarantee that an application will also be honored.

34.2 The Client can only learn of the fact of registration from the confirmation by email from the Supplier stating that the requested domain name has been registered. An invoice for registration costs is not a confirmation of registration.

34.3 The Supplier is not liable for the loss by the Client of his right(s) to a domain name or for the fact that the domain name is applied for and/or obtained by a third party in the interim, except in the case of intent or gross negligence on the part of the Supplier.

34.4 A fee will be charged for moving a domain name to another registrar.

35. Search Engine Optimization (SEO)

35.1 If agreed, the Supplier will perform work to improve the findability of the website in search engines (SEO).

35.2 The Supplier guarantees no specific positions or results in search engines, as these depend on external factors and the algorithms of search engines, which change constantly. The work is performed on the basis of a best efforts obligation.

36. Maintenance and Support (CMS)

36.1 The Supplier offers maintenance contracts for the technical maintenance of the Content Management System (CMS) and any plugins/extensions.

36.2 The maintenance includes installing security updates and updates of the CMS, insofar as these are made available by the developers of the software. The Supplier is not responsible for defects or incompatibility arising as a result of updates.

36.3 Support questions can be submitted via the ticket system or by email. The Supplier strives to answer questions within a reasonable term. The Supplier may charge costs for extensive support or adjustments.

37. Retention of Title in Web Design

37.1 Unless expressly agreed otherwise (e.g., in the case of a one-off buyout), all intellectual property rights to the website, the design, the code, and the technology remain with the Supplier. The Client obtains only a right of use.

37.2 If the Client wishes to acquire full ownership rights, this can only be agreed in writing for a fee to be determined later.

38. Transfer upon Termination

38.1 Upon termination of the agreement, the Supplier will, provided all outstanding invoices have been paid, cooperate in moving the domain name to another provider.

38.2 Unless the website is fully owned by the Client (see Article 37), the Client has no right to surrender of the source code, the design, or the files of the website upon termination. The Client only has a right to the content supplied by him (texts and images).

39. Changes to General Terms and Conditions

39.1 The Supplier is entitled to change or supplement these general terms and conditions.

39.2 Changes of minor importance can be implemented at any time.

39.3 Major substantive changes will be discussed with the Client in advance, as far as possible.

39.4 If the Client is a natural person who is not acting in the exercise of a profession or business, the Client is entitled to terminate the agreement as of the date on which the amended terms and conditions take effect, if the change entails a deterioration of his position.

ONLINE MARKETING

The provisions stated in this chapter Online Marketing apply, in addition to the General Provisions and the provisions of the chapter Service Provision, to all agreements regarding online marketing, social media management, content creation, and advertising campaigns.

40. Definitions and Applicability

40.1 Marketing Services: All services relating to digital marketing, including but not limited to: SEO (search engine optimization), SEA (search engine advertising), social media management, content creation (text, video, reels, shorts), email marketing, SMS marketing, and graphic design.

40.2 Subscription: An agreement for a definite period whereby periodically recurring Marketing Services are provided for a fixed fee.

40.3 Platforms: External digital channels such as Google, Facebook, Instagram, LinkedIn, TikTok, YouTube, and other social media.

41. Execution of the Work

41.1 Best Efforts Obligation: LoginSecure will execute the agreement to the best of its insight and ability and in accordance with the requirements of good workmanship. All marketing services are performed on the basis of a best efforts obligation. LoginSecure can never guarantee specific results (such as numbers of leads, followers, likes, or revenue increases), as these depend on external factors such as algorithms of Platforms and market conditions.

41.2 Account Management: If agreed, LoginSecure manages the social media accounts (including YouTube and TikTok) of the Client. The Client grants the necessary access rights for this purpose. The Client remains the legal owner of the accounts at all times.

41.3 Content & Publication: LoginSecure takes care of the creation, planning, and publication of content (including videos, reels, and shorts).

The Client must cooperate in obtaining authentic visual material.
For social media content, a "tacit approval" period of 48 hours applies after delivery of the draft; if the Client does not respond within 48 hours, the content is considered approved and published according to schedule.

41.4 Compliance: When setting up campaigns, LoginSecure adheres to the Dutch Advertising Code (Nederlandse Reclame Code) and the rules for social media advertising (including mentioning #ad or #spon where legally required). The Client is personally responsible for compliance with specific legislation in his own industry (e.g., medical, financial).

42. Contract Duration, Renewal, and Termination

42.1 Minimum Duration: Unless agreed otherwise in writing, all subscriptions for Marketing Services are entered into for an initial minimum contract period of three (3) months. This period is necessary for setting up campaigns, collecting data, and optimizing results.

42.2 Renewal: After the expiry of the initial period, the agreement is silently renewed each time for a period of three (3) months, unless the agreement has been terminated on time.

42.3 Termination:

Termination must take place in writing (by email or letter).
A notice period of one (1) month applies towards the end of the current contract period (the initial duration or the extended period of 3 months).
Interim termination during a running period of 3 months is not possible for business clients, unless the full remaining contract sum for that period is paid at once.

43. Packages and Changes

43.1 Package Choice: The Client makes a choice from the offered marketing subscriptions (packages) as stated on the LoginSecure website or in the quotation.

43.2 Upgrading and Downgrading:

Upgrading: It is possible to switch to a more extensive package at any time. An upgrade takes effect immediately and is settled pro rata.
Downgrading: Lowering a package is only possible as of the next renewal date, subject to the notice period of one month.

44. Budgets and Third-Party Costs

44.1 Advertising Budget: Costs for advertising space (including Google Ads, Facebook Ads, TikTok Ads) and shipping costs for SMS services are paid directly by the Client to the relevant Platform, unless agreed otherwise. These costs fall outside the management fee/marketing fee of LoginSecure.

44.2 Budget Monitoring: The Client is personally responsible for setting and monitoring payment methods and budget limits on the Platforms. LoginSecure is not liable for overruns of advertising budgets due to settings of the Platforms themselves.

45. Intellectual Property (Marketing)

45.1 Rights: All strategies, concepts, templates, and (video) content developed by LoginSecure remain the intellectual property of LoginSecure until the Client has met all payment obligations.

45.2 Use: After payment, the Client obtains a non-exclusive right of use to deploy the content for its own promotional purposes. The Client is not permitted to resell raw source files or strategic documents to third parties without permission.

46. Payment and Suspension (Marketing)

46.1 Invoicing: The fixed fee for the subscription is invoiced prior to the relevant month or period.

46.2 Payment Term: Payment must be made in accordance with the term set in Article 2 of these general terms and conditions.

46.3 Suspension: In the event of exceeding the payment term, LoginSecure is entitled to immediately suspend all activities—including posting posts, managing campaigns, and sending newsletters—without this releasing the Client from his payment obligation regarding the current contract period. The term of the agreement is not extended or suspended during the suspension of the work. Damage caused by "stalled" campaigns during a suspension is for the account of the Client.

47. Liability and Indemnification (Marketing)

47.1 Platform Policy: LoginSecure is not liable for damage, account blocks, or reduced visibility caused by (changes in) the policy, algorithms, or guidelines of third parties such as Google, Meta, TikTok, or YouTube.

47.2 Content: The Client is responsible for the factual accuracy of the information about his products and services. The Client indemnifies LoginSecure against claims from third parties regarding the content of the advertisements (e.g., claims regarding copyrights on supplied material or misleading advertising).

END OF GENERAL TERMS AND CONDITIONS