These General Terms and Conditions govern the legal relationship between Contractor and its clients. The General Terms and Conditions are divided into different modules, which are tailored to the various forms of business services that ICTWaarborg participants can offer, namely:

• Module A. General
• Module B. Development of (web) applications
• Module C. Hosting / SaaS
• Module D. Hardware
• Module E. Telecom
• Module F. Secondment
• Module G. Hardware Rental
• Module H. Maintenance and Support
• Module I. Consultancy and Training

If a specific module applies, it takes precedence over Module General. Insofar as the general part does not conflict with applicable provisions from specific modules, the general part shall always also apply. The definitions of terms written with a capital letter apply to all modules.

Definitions

In these General Terms and Conditions, the following terms shall have the following meanings:

• Acceptance Test: a pre-agreed process in which the Client tests the Materials delivered by the Contractor for compliance with the agreed Specifications during the acceptance period (as defined in Module B).
• General Terms and Conditions: these terms and conditions, which are structured in a modular fashion.
• Service: the performance to be delivered by the Contractor, including development and/or maintenance of software, applications, programs, etc.
• Defect: non-compliance with the Specifications.
• User: the (end) user who uses the Service/Project delivered by the Contractor for the benefit of the Client.
• Hardware: equipment delivered by the Contractor to the Client.
• Materials: for example (web) applications, software, programs, advice or reports.
• Employee: an employee, freelancer/self-employed person without staff, or a third-party auxiliary person hired by the Contractor.
• Module: a module of these General Terms and Conditions containing provisions relating to a specific area of work.
• Quotation: an offer from the Contractor to perform Services.
• Client: the natural person or legal entity with whom the Contractor has concluded an Agreement.
• Contractor: Provolve AI B.V., established in The Hague and registered with the Chamber of Commerce under number 98000632.
• Agreement: the agreement between the Contractor and the Client.
• Force Majeure: concerns any circumstance beyond the control of the debtor that makes fulfillment of obligations under the agreement impossible.
• Project: the work that the Contractor will perform for the benefit of the Client.
• Results: the results of the work that the Contractor performs under the Agreement.
• Written: in these General Terms and Conditions, Written also includes email and communication by fax.
• SLA: Service Level Agreement.
• Specifications: the functional and technical description of the Project.

Identity of the Contractor

Module A. General

Article A.1. Quotation, offer and acceptance

A.1.1 A Quotation prepared by the Contractor is without obligation and valid until 14 days after dating by the Contractor, unless otherwise indicated in the Quotation.

A.1.2 The Client should preferably accept the Quotation in Writing, but if the Client agrees with the Quotation in a manner other than in Writing or gives that impression, the Quotation may be considered accepted by the Contractor.

A.1.3 Provisions or conditions of the Client that deviate from or do not appear in these General Terms and Conditions are only binding on the Contractor if and insofar as they have been expressly accepted in Writing by the Contractor.

A.1.4 Without prejudice to the Contractor's right to withdraw the Quotation, the Agreement may only be amended after acceptance with mutual consent. In case of conflict between provisions in the following documents, the following order of precedence applies: 1. the Agreement; 2. any annexes; 3. these General Terms and Conditions; 4. any additional terms and conditions.

Article A.2. Execution of the Project & provision of information

A.2.1 After the Agreement has been concluded, the Contractor will execute the Project as soon as possible in accordance with the Quotation, taking into account reasonable wishes of the Client. The Contractor shall endeavor to execute the Project to the best of its ability with due care and craftsmanship.

A.2.2 If the Client fails to comply with the above, the Contractor is entitled to charge additional costs and the Project may be delayed.

Article A.3. Duration, termination and dissolution

A.3.1 If the Agreement is for the development of certain Materials, the Agreement shall be deemed to have been entered into for the duration specified in the Agreement.

A.3.2 If the Agreement is a continuing agreement, the Agreement shall be deemed to have been entered into for a minimum term of twelve (12) months, unless otherwise agreed in Writing. Without Written termination, observing a notice period of three (3) months, the Agreement shall be tacitly renewed for the same period.

A.3.3 Unless otherwise agreed in Writing, the Client may terminate the Agreement prematurely by paying a buyout sum.

A.3.4 Delivery periods stated by the Contractor are always indicative.

A.3.5 If the Client fails to fulfill any obligation under the Agreement, the Contractor has the right to suspend the performance of all Agreements concluded with the Client in question.

A.3.6 The Contractor is entitled to dissolve the Agreement in whole or in part with immediate effect or to suspend it if the Client fails to fulfill its obligations under the Agreement, is declared bankrupt, or other circumstances arise that make performance impossible.

Article A.4. Procedure after termination

A.4.1 The Parties are mutually obliged to return any property of which the other Party is the owner or entitled party to the other Party without delay after termination of the Agreement.

A.4.2 All data provided or entered by the Contractor shall at all times remain the property of the Contractor.

A.4.3 Should the Contractor incur costs during the termination procedure, these costs shall be borne by the Client.

Article A.5. Prices

A.5.1 Prices are exclusive of VAT and other government levies.

A.5.2 If a price in a Quotation is based on data provided by the Client and this data proves to be incorrect, the Contractor has the right to adjust the prices.

A.5.3 All prices stated in the Contractor's Quotation are subject to typing and calculation errors.

A.5.4 The Contractor has the right to change prices from time to time. Changes will be announced in Writing to the Client at least 30 days in advance. Price increases of 3% or less may be implemented by the Contractor without the Client's consent a maximum of once per year in the month of January.

A.5.5 The Contractor has the right to increase prices when a supplier of the Contractor increases its prices.

Article A.6. Payment terms

A.6.1 The Contractor will send an invoice for the amount owed by the Client. The payment term of an invoice is 14 days from the date of the invoice, unless otherwise agreed.

A.6.2 If the Client does not pay an invoice within the payment term, the Client is in default by operation of law. The Contractor is entitled to charge statutory interest for commercial transactions on the outstanding amount.

A.6.3 In case of late payment, the Client is obliged to fully compensate both extrajudicial and judicial collection costs.

A.6.6 If there is reasonable doubt as to whether the Client can meet its payment obligations, the Contractor has the right to demand financial security from the Client.

Article A.7. Additional work

A.7.1 If, due to the Client's wishes, the amount of work that the Contractor must perform increases, this constitutes additional work.

A.7.2 If the Contractor believes that additional work is involved, it will notify the Client as soon as possible and request Written approval.

A.7.3 The Client will decide on the proposed additional work within five (5) working days.

A.7.5 The provisions of these General Terms and Conditions apply to all additional work to be performed by the Contractor.

Article A.8. Liability

A.8.1 The Contractor is only liable to the Client for direct damage as a result of an attributable failure in the performance of the relevant Agreement.

A.8.2 The Contractor's liability for direct damage is limited per event to an amount equal to the fees that the Client owes under this Agreement per year (excluding VAT).

A.8.3 The Contractor's total liability for damage due to death or personal injury or material damage to property shall in no case exceed 500,000 euros per damaging event.

A.8.4 The Contractor's liability for indirect damage, including consequential damage, lost profits, missed savings and damage due to business interruption, is excluded.

A.8.7 A condition for the existence of any right to compensation is always that the Client reports the damage to the Contractor in Writing within 30 days of its occurrence.

Article A.9. Disruptions and force majeure

A.9.1 Neither party can be held to fulfill any obligation if a circumstance beyond the parties' control eliminates any reasonable possibility of fulfillment.

A.9.2 Force majeure includes, among other things: disruptions of internet or telecommunications facilities, shortcomings of third parties, unavailability of personnel, mobilization, war, strikes, fire, natural disasters, illnesses, epidemics or quarantines and government measures.

A.9.5 If a force majeure situation has lasted thirty (30) days, or as soon as it is established that the force majeure situation will last longer than three months, either party has the right to dissolve the Agreement in Writing.

Article A.10. Intellectual property rights

A.10.1 All intellectual property rights to all Materials developed or made available in the context of the Project rest exclusively with the Contractor or its licensors.

A.10.2 The Client only acquires the rights of use and powers explicitly granted in these General Terms and Conditions.

A.10.5 Any use, reproduction or publication of the Materials that falls outside the scope of the Agreement or granted rights of use constitutes an infringement of the Contractor's intellectual property.

A.10.6 The Client shall pay the Contractor an immediately payable penalty of 5,000 euros per infringing act and 25,000 euros per intentionally infringing act.

Article A.11. Processing of personal data

A.11.1 If the Contractor processes personal data in the performance of the Services, the provisions of this article shall apply as the commitments referred to in the GDPR.

A.11.2 The Contractor processes personal data only under the authority of the Client and solely for the performance of the Services.

A.11.5 The Contractor shall endeavor to take appropriate technical and organizational measures with regard to the processing of personal data to be performed.

A.11.13 The Client, as controller, is at all times responsible for reporting a data breach to the supervisory authority(ies) and/or data subjects. The Contractor shall inform the Client of a data breach as soon as possible and no later than forty-eight (48) hours after discovery.

Article A.12. Personnel

A.12.2 The Client shall provide the Contractor's Employee with all necessary support for the performance of the work.

A.12.5 Without Written consent from the Contractor, the Client is not permitted to employ Employees of the Contractor during the term of the Agreement and for two (2) years thereafter, subject to an immediately payable penalty of 10,000 euros per violation.

Article A.13. Confidentiality

A.13.1 The Parties shall treat information that they provide to each other before, during or after the performance of the Agreement as confidential when this information is marked as confidential or when the receiving party knows or should reasonably suspect that the information was intended to be confidential.

A.13.3 This obligation shall continue to exist after termination of the Agreement for whatever reason.

Article A.14. Changes to General Terms and Conditions

A.14.1 If it concerns a continuing agreement, the Contractor reserves the right to amend or supplement these General Terms and Conditions.

A.14.2 Changes shall also apply to Agreements already concluded, observing a period of 30 days after announcement.

Article A.15. Dispute resolution

A.15.1 Dutch law exclusively applies to the Agreement.

A.15.2 All disputes arising from or related to the Agreement shall be settled through mediation as offered by ICTWaarborg.

Article A.16. Final provisions Module General

A.16.1 If any provision of this Agreement proves to be void, this shall not affect the validity of the entire Agreement.

A.16.2 Should disputes arise as a result of the Agreement that cannot be resolved through the dispute resolution procedure, these shall be submitted to the competent court in Amsterdam.

Module B. Development of (web) applications

Module B applies to custom work delivered by the Contractor to the Client, for example the design and/or development of (web) applications, software, advice, reports or other specific content works.

Article B.1. Delivery & acceptance

B.1.1 The Contractor shall endeavor to deliver the Materials in accordance with the Specifications to the Client for acceptance.

B.1.2 When the Materials have been delivered to the Client for acceptance, the Client shall subject them at its own expense to an Acceptance Test during the acceptance period of one week.

B.1.3 If the Client does not reject the Materials within the said period, they shall be deemed to have been accepted and delivered.

B.1.7 If the Client has accepted the Results, a warranty period of 30 days shall come into effect.

B.1.11 The Contractor does not guarantee that what the Client intends to achieve with the works to be developed by the Contractor will actually be achieved.

Article B.2. Progress

B.2.1 The Client and the Contractor shall agree by mutual consultation on the specific phases, delivery dates and deadlines for the Project.

B.2.2 The Contractor shall keep the Client informed of the progress of the Project at least once every fourteen days.

Article B.3. Specifications & (source) materials

B.3.1 The Parties shall specify in Writing which works will be developed, which requirements they must meet and how this will be done.

B.3.5 Unless otherwise agreed, the Contractor has the right to use images, software and components from third parties, including open source software.

Article B.4. License conditions for development

B.4.1 The Contractor grants the Client the right to reproduce and distribute developed Materials for the purposes that the Client intended when entering into the Agreement.

B.4.2 The Contractor thereby never transfers any intellectual property rights belonging to the Contractor to the Client, unless expressly agreed otherwise in Writing.

B.4.3 The source code of software delivered by the Contractor may and will never be made available to the Client, unless expressly agreed otherwise in Writing.

Module C. Hosting / SaaS

This module applies to the Contractor making data and/or (web) applications available and keeping them available (hosting) to the Client 'remotely' via the internet or another network.

Article C.1. Execution

C.1.1 After the Agreement has been concluded, the Contractor will execute the Service as soon as possible in accordance with the Quotation.

C.1.3 The Contractor shall endeavor to ensure that the (web) application is configured and managed to the best of its ability with due care and craftsmanship.

Article C.2. Duration of agreement

C.2.1 The Agreement is entered into by the Client for a minimum duration of twelve (12) months. After this, the Agreement continues for an indefinite period. After the end of the minimum duration, the Agreement can be terminated mutually with a notice period of at least two (2) months.

Article C.3. Rules of conduct

C.3.1 The Client shall refrain from storing and/or (having) distributing material in violation of provisions of Dutch law.

C.3.2 The Client shall refrain from hindering other Clients or internet users or causing damage to the Contractor's servers.

Article C.6. Service provision and availability

C.6.1 All services of the Contractor are performed on the basis of a best-efforts obligation.

C.6.5 The Contractor offers no guarantees regarding the precise amount of uptime, unless otherwise agreed through an SLA.

C.6.9 The Contractor has the right to temporarily take the Services out of use for maintenance, modification or improvement thereof.

Article C.9. Procedure after termination

C.9.1 The Contractor shall ensure that upon termination of the Agreement, the Client is given a reasonable opportunity to transfer the data back to its own systems or to the systems of a new provider.

Article C.10. Domain names and IP addresses

C.10.1 If the Service involves the Contractor mediating for the Client in obtaining a domain name and/or IP address, this article applies.

C.10.2 Application, assignment and possible use of a domain name are dependent on and subject to the applicable rules and procedures of the relevant domain name suppliers.

Article C.11. Information security

C.11.1 The Contractor takes appropriate technical and organizational security measures to ensure the availability, integrity and confidentiality of the data processed by the Client.

C.11.2 If the Client qualifies as an essential or important entity within the meaning of the Network and Information Systems Security Act 2 (NIS2), the Contractor shall reasonably cooperate in compliance with the applicable security and reporting obligations.

Module D. Hardware

This module applies to Contractors who deliver Hardware to Clients.

Article D.1. Delivery and ownership

D.1.1 Hardware is delivered to the Client when it has been delivered to the specified delivery address and this delivery has been accepted by the Client.

D.1.3 Ownership of the Hardware transfers from the Contractor to the Client at the time of delivery, but only if the Hardware has been paid for in full.

Article D.2. Warranty

D.2.1 After delivery, the Contractor guarantees for 1 year after delivery that the delivered Hardware functions in accordance with the pre-announced specifications.

D.2.4 The warranty on Hardware expires if there are unauthorized modifications, failure to follow the user instructions or other careless use.

Article D.3. Returns

D.3.1 If the Client makes use of the warranty scheme, the Client shall return the delivered Hardware and all accessories as much as possible in the original state of delivery to the Contractor.

Module E. Telecom

Module E applies to Contractors who provide services concerning telephony over a computer network and related services, such as (X)DSL and VOIP.

Article E.1. Execution

E.1.1 After the Agreement has been concluded, the Contractor will execute the Service as soon as possible in accordance with the Quotation.

E.1.3 The Client is not permitted to sublet the Service or otherwise make it available to third parties without Written consent from the Contractor.

Article E.2. Duration of the agreement

E.2.1 The Agreement is entered into by the Client for a period of twelve (12) months. After this, the Agreement is tacitly renewed.

E.2.2 The Agreement can be terminated by the Client with a notice period of one (1) month. For the Contractor, a notice period of three (3) months applies.

Article E.5. Usage and costs

E.5.1 The Client shall use the Service in a proper manner.

E.5.4 If no maximum has been set for the number of call minutes, a 'Fair Use Policy' applies.

Article E.6. Number management

E.6.1 The Client has the option to choose a new telephone number for the Service or to port a telephone number from an agreement with a third party.

E.6.5 Upon termination of the Agreement, the Client's telephone number will expire, unless the Client makes use of number portability.

Module F. Secondment

This module applies to Contractors who second Employees to Clients.

Article F.1. Secondment of Employees

F.1.1 If necessary for the execution of the Agreement, an Employee will perform work at the Client.

F.1.2 The Contractor will make the Employee designated in the Agreement available to the Client to perform work under the Client's direction and supervision.

F.1.4 Re-lending of an Employee by the Client to a third party is only permitted with Written consent from the Contractor.

Article F.2. Employment conditions

F.2.1 The Employee must comply with the Client's regulations and house rules.

F.2.3 The Client is obliged to comply with all relevant legislation regarding workplace safety and good working conditions.

Article F.4. Confidentiality and takeover of Employee

F.4.3 If the Client wishes to approach the Employee for employment, the Client shall notify the Contractor in advance.

F.4.4 The Client shall pay compensation upon takeover of an Employee if the start of the Secondment Agreement was less than twelve (12) months ago. The amount of compensation is based on a recruitment fee of 24% of the annual salary.

Module G. Hardware Rental

This Module applies to Contractors who rent Hardware to Clients.

Article G.1. Delivery

G.1.1 Hardware is delivered to the Client when it has been delivered to the specified delivery address and this delivery has been accepted by the Client.

G.1.4 The Client is obliged to inspect the Hardware for defects upon delivery. If defects are not reported within 72 hours of delivery, the Hardware is deemed to have been received without defects.

Article G.2. Duration and termination

G.2.1 The Agreement is entered into by the Client for a minimum duration of twelve (12) months. After this, the Agreement continues for an indefinite period. After the end of the minimum duration, the Agreement can be terminated mutually with a notice period of at least one (1) month.

Article G.3. Use

G.3.1 The Client may only use the Hardware within its own company, for the purpose for which the Hardware is intended.

G.3.3 The Client will use the Hardware as a good tenant should.

G.3.5 The Client is fully liable for damage to the Hardware that has occurred other than through normal use.

Article G.5. Termination

G.5.1 The Client is obliged to make the Hardware available to the Contractor again upon termination of the Agreement. Any costs for transport are at the expense of the Client.

Module H. Maintenance and Support

This Module applies to Services consisting of installing, configuring and/or maintaining Materials and Services such as programs, software, applications, websites, etc.

Article H.1. Execution

H.1.1 Maintenance means keeping existing or new Materials functioning in accordance with the Quotation, and more generally fixing errors. Support means providing assistance, whether remotely or not, in maintaining or working with the Materials.

H.1.4 All Services delivered by the Contractor are performed on the basis of a best-efforts obligation.

H.1.5 The Contractor offers no guarantees regarding results, unless otherwise agreed through an SLA.

Article H.2. Duration

H.2.1 The Agreement is entered into by the Client for a minimum duration of twelve (12) months. After this, the Agreement continues for an indefinite period. After the end of the minimum duration, the Agreement can be terminated mutually with a notice period of at least one (1) month.

Article H.4. Updates and improvements

H.4.1 Only if this is part of the Agreement, the Contractor shall endeavor to modify the Materials from time to time to improve functionality and to fix errors.

H.4.5 If the Client wishes to make a change to the Materials independently, this is entirely at the Client's own risk and responsibility.

Article H.5. Remote support

H.5.1 Remote support is provided by telephone, email and other mutually agreed channels.

H.5.4 The Contractor is available for remote support on working days (Monday to Friday, excluding public holidays) from 9:00 AM to 5:00 PM.

Module I. Consultancy and Training

This Module applies to Contractors who perform consultancy work and/or provide training or courses.

Article I.1. Specific provisions for training and courses

I.1.1 If the Agreement is for the provision of a course/training by the Contractor, the provisions of this article apply.

I.1.3 Unless otherwise agreed, a separate fee is due for course materials in addition to the fee for the course.

I.1.6 For an in-company course, the Client has the right to cancel or reschedule the course up to fourteen (14) calendar days before the date of the course.

I.1.10 The Client has the right to cancel participation up to five (5) working days before the date of the public course. In case of cancellation within five (5) working days, the agreed price remains due.

Article I.2. Specific provisions regarding consultancy

I.2.2 Unless otherwise agreed in Writing, the Contractor provides no guarantee regarding delivery and/or lead times. Work is performed on working days between 9:00 AM and 5:00 PM.

I.2.4 The use of results, Materials or other outcomes of the Services and work is at all times at the risk and responsibility of the Client.