General Terms and Conditions

1. Wireon: the general partnership (vennootschap onder firma) WIREON V.O.F., established in Rotterdam, KVK (Dutch Chamber of Commerce) number 42143274, which applies these general terms and conditions when entering into agreements. All assignments are deemed to be given exclusively to WIREON V.O.F., not to an individual partner, even if it is the Client's intention that the assignment be carried out by a specific person. Sections 7:404 and 7:407(2) of the Dutch Civil Code (Burgerlijk Wetboek) do not apply.

2. Client: the natural person or legal entity who, acting in the course of a profession or business, instructs Wireon to perform Services.

3. Services: all work performed by Wireon for the Client, including the development of software, websites, apps, AI solutions, platforms and automations, the building and maintenance of API integrations, digital strategy and consultancy, and Digital Care.

4. Solution: the website, application, software, platform, automation or other digital product that Wireon develops and delivers for the Client under the Agreement.

5. Agreement: any arrangement between the Client and Wireon for the provision of Services, as recorded in a quotation, order confirmation, cooperation agreement or other written (including digital) agreement.

6. Materials: all source code, software, designs, documentation, AI prompts, workflows, automations and other works developed or used by Wireon under the Agreement, regardless of the medium.

7. Third-Party Services: services of external suppliers that Wireon uses for the performance of the Agreement or that are integrated into the delivered work, including hosting, cloud and AI platforms.

8. Digital Care: Wireon's fixed maintenance, hosting and support subscription for Solutions delivered by Wireon, as described in Article 7.

1. These general terms and conditions apply to all quotations, offers, agreements and legal relationships between Wireon and the Client relating to Services to be provided by Wireon.

2. Deviations are only valid if agreed in writing; the applicability of any purchasing or other terms and conditions of the Client is expressly rejected.

3. If any provision of these general terms and conditions proves to be void or is annulled, the remaining provisions shall remain in force; in that case, the parties shall agree on a replacement provision that reflects the purport of the original provision as closely as possible.

4. Provisions which by their nature are intended to remain in effect after the end of the Agreement shall remain in force after termination.

5. In the event of a conflict between these general terms and conditions and the specific provisions of a quotation, order confirmation or agreement, the specific provisions shall prevail.

1. Quotations from Wireon are without obligation, unless expressly stated otherwise. A quotation expires 30 days after its date, unless a different validity period is stated therein.

2. The Agreement is formed as soon as the Client accepts the quotation in writing (including by e-mail or digital signature), or as soon as Wireon commences performance with the Client's consent.

3. A quotation is based on the information provided by the Client; if this information proves incorrect or incomplete, Wireon may revise the quotation and the Agreement.

4. AI and software projects are often developed iteratively: a quotation describes the scope, assumptions and intended result in broad terms, and the exact technical implementation may be adjusted during the project in consultation.

5. For the development of the Solution, Wireon applies a fixed project price; this is recorded in the quotation or order confirmation.

6. Adjustments within the agreed scope and assumptions are included in the fixed project price. Changes that lead to an expansion of the scope, functionalities or assumptions are handled in accordance with Article 5.

7. Digital Care (Article 7) generally also applies, in principle, to Solutions delivered by Wireon, as a separate and additional fee alongside the pricing model for development.

8. The quotation also includes an indication of the lead time to delivery.

1. Wireon performs the Services to the best of its knowledge and ability, with the care that may be expected of a professional service provider in software and AI development.

2. Wireon determines the manner in which, and the means, techniques and third-party (AI) tools with which, the Services are performed, subject to any specifications agreed in writing in advance.

3. Wireon does not guarantee that the use of its Solutions will lead to a specific business result, revenue growth or other economic effect for the Client.

4. Insofar as AI models or AI-generated output are used, the quality thereof remains partly dependent on the information, data and instructions provided by the Client. Article 11 (Use of AI) applies to this.

5. Wireon may engage third parties for the performance of the Services and shall in that case remain responsible for the performance of the Agreement towards the Client.

6. Stated deadlines are indicative, unless the parties have expressly agreed a strict deadline in writing.

7. The Client is responsible for the timely provision of the necessary information and materials (including texts, logos, brand elements, images and system access). Delay caused by late provision shall extend the schedule proportionately and shall not be at Wireon's expense.

1. If the Client wishes to make changes to the agreed scope, functionalities or specifications during performance, the parties shall first discuss the consequences for planning and fees.

2. Work falling outside the original scope is considered additional work. Wireon shall inform the Client of this in advance in writing, with an estimate of the consequences for fees and planning; the additional work shall only commence after written approval, unless immediate performance is reasonably necessary to prevent damage or significant delay. In the latter case, Wireon shall inform the Client of this as soon as possible.

3. Wireon shall inform the Client as soon as possible if, during performance, it becomes apparent that additional work is necessary to achieve the intended result.

4. Additional work shall, at the parties' choice, be treated as a new project with its own fixed project price, or invoiced on an hourly rate basis.

1. Wireon shall notify the Client when a Service, partial product or the entire project is ready for delivery.

2. The Client shall inspect the delivered work within the agreed period, or, failing that, within 14 days of notification of delivery, and shall report any defects in writing, stating reasons.

3. If the Client does not respond within the period referred to in paragraph 2, the delivered work shall be deemed to have been accepted.

4. Minor, non-material defects that do not prevent the delivered work from being put into use shall not constitute grounds for refusing delivery.

5. Change requests or new functionalities reported after acceptance shall be treated as additional work (Article 5) or as a separate assignment.

1. Unless the parties agree otherwise in writing, Digital Care commences as soon as Wireon has delivered the complete, agreed version of the Solution.

2. Digital Care includes maintenance, security measures, the resolution of defects and bugs relating to the agreed functionality of the Solution, the application of regular updates, web hosting, an SSL certificate, backups, and support by telephone and e-mail.

3. The development of new functionalities, changes in functionality resulting from changed wishes of the Client, and work that is necessary as a result of changes in Third-Party Services that are beyond Wireon's sphere of influence, do not fall under Digital Care and shall be treated as additional work (Article 5) or as a separate assignment.

4. The price of Digital Care is determined per project and recorded in the quotation or order confirmation; no hourly rate applies to this.

5. Digital Care is invoiced monthly in advance, on the first day of the relevant month, by direct debit or invoice.

6. Digital Care is entered into for a minimum term of 24 months from the delivery date. The Client may terminate early during this minimum term, provided that the Client shall then owe the remaining part of the subscription costs for the remaining minimum term in a single payment. This payment obligation does not apply if the termination is the result of a material failure attributable to Wireon as referred to in Article 17.

7. Wireon is likewise bound to Digital Care during the minimum term and may not terminate it early during that period, except on the grounds for termination set out in Article 16 (force majeure) and Article 17 (including an attributable failure or bankruptcy of the Client).

8. After the minimum term expires, Digital Care shall be tacitly renewed for an indefinite period and may be terminated with one calendar month's notice.

9. The price of Digital Care is indexed annually in accordance with the consumer price index (CPI, "All households" series) of Statistics Netherlands (CBS), unless otherwise agreed. This annual indexation does not constitute a material price increase within the meaning of Article 8.

10. For as long as Digital Care is active, Wireon shall repair, free of charge, defects and bugs that fall within the agreed functionality of the Solution, provided that these are not the result of changes made by the Client or third parties, incorrect use, information or data provided by the Client, or changes or malfunctions in Third-Party Services. This free repair obligation lapses upon termination of Digital Care, without prejudice to Article 15 and insofar as mandatory law provides otherwise.

11. If Wireon delivers an extension of, or follow-up to, a previously delivered Solution for the Client, Digital Care shall be revised in the new quotation or order confirmation for the Solution as a whole, including a revised price. A new minimum term of 12 months shall apply from the delivery date of the extension, unless the remaining term of the original 24-month minimum term is, at that time, longer than 12 months, in which case that longer remaining term shall continue to apply.

1. For ongoing Services that do not fall under Digital Care, a separate subscription may be agreed with a term and notice period recorded in the Agreement; in the absence thereof, the subscription is entered into for an indefinite period, terminable by either party with one calendar month's notice.

2. Wireon is entitled to index the price of this annually; this annual indexation does not constitute a material price increase. If Wireon increases the price other than pursuant to this indexation to a material extent, the Client has the right to terminate the Agreement in writing with effect from the date the change takes effect.

1. Invoices must be paid within 14 days of the invoice date, unless agreed otherwise in writing.

2. Unless otherwise stipulated in the quotation or order confirmation, a project fee is invoiced in two equal instalments: 50% upon order confirmation and 50% upon delivery (Article 6).

3. If the payment term is exceeded, the Client shall be in default by operation of law and shall owe the statutory commercial interest rate from the due date, without further notice of default being required.

4. Extrajudicial collection costs shall be borne by the Client, with a minimum of €40, calculated in accordance with the Dutch Extrajudicial Collection Costs (Compensation) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).

5. Wireon may request an advance payment at the start of a project and suspend work until this has been paid.

6. In the event of a payment arrears of more than 30 days, the Client shall receive a written payment reminder; in the event of arrears of more than 60 days, Wireon may suspend access to the relevant Services (including Digital Care). Suspension does not affect the Client's payment obligations.

7. If the parties agree on a commission, a fee linked to increased revenue or cost savings, or another form of remuneration instead of (or in addition to) Digital Care, no fixed rules under these general terms and conditions apply to this. The amount, invoicing method and any verification or reporting arrangements shall be specifically discussed and recorded per assignment in the quotation, order confirmation or cooperation agreement. Article 4(3) (no guarantee of results) shall continue to apply in full in such cases as well.

1. Upon full payment of all amounts owed for the relevant Solution, Wireon shall, insofar as legally possible, transfer the intellectual property rights to the components of the Solution specifically developed for the Client to the Client, regardless of the agreed pricing model (Article 3(5)). Insofar as a separate deed or other legal act is required for a valid transfer, the parties shall cooperate in this upon first request.

2. Excluded from this transfer are underlying third-party frameworks, libraries and source components, and reusable components, templates, tools, workflows, methods and systems developed by Wireon that were not developed specifically for the Client (the Generic Components). Insofar as Generic Components are incorporated in the delivered work, the Client shall obtain a non-exclusive, non-transferable right of use thereto, to the extent necessary for the use of the Solution within its own business operations.

3. Until the moment of full payment, the rights to the components of the Solution specifically developed for the Client remain vested in Wireon; during that period, the Client may only use them for internal acceptance testing.

4. The Client is not permitted to reproduce, modify, decompile or make the Generic Components available to third parties outside the agreed purpose of use, except insofar as mandatory law permits this.

5. Underlying third-party components (including open source components and AI models) remain subject to the license terms of the relevant third party.

6. Wireon retains the right to also use generic knowledge, insights and techniques developed during performance for other assignments.

1. In performing the Services, Wireon may use third-party AI models and AI tools (such as those from OpenAI and Anthropic) to support software development, content, analysis or automation.

2. The Client acknowledges that AI-generated output may contain inaccuracies, omissions or distortions and may not, without verification, be assumed to be factually correct, complete or suitable.

3. The Client remains itself responsible for the review of AI-generated output before it is deployed operationally, externally or in any other business-critical manner.

4. Wireon shall make efforts to use third-party AI tools carefully, but does not guarantee the accuracy, availability or policies of these third parties.

1. Third-Party Services, including hosting platforms, cloud storage, databases and AI platforms, may be used for the performance of the Services or the functioning of the delivered work.

2. Wireon is not liable for malfunctions, outages, or changes in the functionality, availability or pricing policy of Third-Party Services, insofar as these are beyond its sphere of influence.

3. Costs for Third-Party Services that are necessary for the functioning of the delivered work shall, unless otherwise agreed, be borne by the Client. Hosting costs are an exception to this: once Digital Care is active, these are included in the Digital Care fee (Article 7).

4. If a Third-Party Service ceases or materially changes, Wireon shall make efforts to find a suitable alternative together with the Client; the costs and work involved in this fall outside the original Agreement.

5. Insofar as Wireon registers or manages a domain name on behalf of the Client, this shall at all times remain the property of the Client.

1. The parties shall keep confidential all confidential information they receive from each other under the Agreement, unless a legal obligation to disclose exists.

2. This obligation does not apply to information that was already public, was already known to the receiving party without breach of a confidentiality obligation, or was developed independently.

3. Unless otherwise agreed, Wireon may, for its own promotional purposes (for example as a reference or in a portfolio), mention the existence of the collaboration and a general, non-confidential description of the project.

1. Insofar as Wireon processes personal data on behalf of the Client and acts as a processor within the meaning of the GDPR, the parties shall enter into a data processing agreement in accordance with Article 28 of the GDPR before the relevant processing commences.

2. The Client warrants that the personal data provided to Wireon has been lawfully obtained and that the Client is authorized to provide this personal data to Wireon and to instruct Wireon to process it.

3. Wireon shall take appropriate technical and organizational measures to protect personal data, taking into account the nature of the processing, the state of the art and the risks involved in the processing. Insofar as applicable, additional agreements on security, sub-processors, data breaches, transfer, and deletion or return of personal data shall be recorded in the data processing agreement.

1. Wireon's liability for damage that is the direct result of an attributable failure in the performance of the Agreement is limited, per event, to the amount invoiced to the Client for the relevant Service in the twelve months preceding the event causing the damage, subject to a maximum of €10,000 per event. Wireon's total liability arising from one or more events in a calendar year is limited to €25,000. As soon as Wireon has professional liability insurance, an additional maximum shall apply equal to the amount actually paid out by that insurance in the relevant case.

2. Wireon is not liable for indirect damage, consequential damage, loss of profit, missed savings or damage due to business interruption.

3. Wireon is not liable for damage resulting from incorrect, incomplete or late information, data or instructions provided by the Client.

4. The Client shall report a failure to Wireon in writing, stating reasons, as soon as possible after it is discovered or should reasonably have been discovered. In the absence of a timely report, Wireon shall not be liable for the consequences reasonably arising therefrom, insofar as Wireon is prejudiced thereby.

5. The Client shall indemnify Wireon against third-party claims relating to materials, data, content or instructions provided by the Client, or to the Client's use of the Materials or Services provided by Wireon, except insofar as such claims result from intent or deliberate recklessness on the part of Wireon.

6. The limitations set out in this Article do not apply insofar as the damage results from intent or deliberate recklessness on the part of Wireon.

1. In the event of force majeure, including malfunctions at Third-Party Services, failure of internet or power supplies, illness or unavailability of persons essential to the performance of the Agreement where replacement is not reasonably possible, or government measures, Wireon's obligations shall be suspended for the duration thereof.

2. If the force majeure situation lasts longer than 60 days, either party may terminate the Agreement in writing for the part not yet performed, without any right to compensation.

3. Work already performed shall in that case be invoiced on a pro rata basis.

1. Project-based Agreements end by operation of law upon delivery and acceptance, unless the parties have agreed on Digital Care or other ongoing services.

2. Ongoing Agreements may be terminated in writing by either party, subject to the agreed notice period (or, in the absence thereof, the notice period referred to in Article 7 or Article 8), without prejudice to the specific termination and buy-out arrangement for Digital Care in Article 7.

3. Either party may terminate the Agreement in writing with immediate effect if the other party, even after being given written notice of default with a reasonable period to remedy the failure, attributably fails to fulfil material obligations, or in the event of bankruptcy, suspension of payments, dissolution or cessation of the other party's business.

4. Upon termination, the Client remains obliged to pay for Services already performed and costs already incurred.

5. Upon termination of an Agreement under which Wireon provides hosting or storage, the Client shall, after full payment of all outstanding amounts, receive within 14 days the source files intended for the Client and an export of the data in a common format, insofar as these belong to the Client and the transfer thereof is not restricted by third-party rights or license terms. The provision of these source files and data does not affect Article 10 (including the provisions on Generic Components and underlying third-party components). Work required for migration, installation, configuration or transfer to another hosting environment or provider is not included in this and may be invoiced separately. Wireon may delete the source files and data from its servers 30 days after providing them.

1. Wireon may amend these general terms and conditions. Amended terms and conditions shall be announced in writing (including by e-mail) at least one month before they take effect and shall apply from that date to new Agreements and, insofar as the nature of the amendment and the existing Agreement do not preclude this, to ongoing Agreements.

2. If an amendment is materially detrimental to the Client, the Client has the right to terminate the relevant ongoing Agreement in writing with effect from the date the amendment takes effect, unless the amendment is necessary due to changed laws or regulations or another circumstance over which Wireon has no reasonable influence.

1. Dutch law applies to all Agreements to which these general terms and conditions apply.

2. Disputes shall be submitted to the competent court in the district where Wireon is established, unless mandatory law provides otherwise.

3. The parties shall first attempt to resolve a dispute through mutual consultation before initiating legal proceedings.