General Terms and Conditions datalyft B.V.

Article 1 Offer and acceptance

• 1. datalyft B.V. draws up an offer in which datalyft B.V. indicates which work ("the Services") datalyft B.V. offers to perform, what is included in the Services and what amount will be due for this. Only the description of the Services stated in the offer is binding.
• 2. In general, the Services include the creation of custom software at the request of the Client, and everything related to it. Other work is only carried out if this is stated in the offer.
• 3. An offer is completely non-binding and valid for 14 days after sending, unless otherwise stated in the offer. datalyft B.V. can never be obliged to accept an acceptance after this period, but if datalyft B.V. proceeds to do so, the offer is still accepted.
• 4. The agreement comes into effect at the moment the communication containing acceptance of the offer by the Client is received by datalyft B.V. The offer must be accepted by the Client in writing by signing it and returning it by post.
• 5. If the Client does not explicitly indicate that he agrees to the offer, but nevertheless agrees to it, or gives that impression, that datalyft B.V. performs work that falls within the description of the Services, then the offer is considered accepted. This also applies when the Client requests datalyft B.V. to perform certain work without waiting for a formal offer.
• 6. Changing the Services is only possible with the consent of both parties, except insofar as otherwise provided elsewhere in these terms and conditions.
• 7. datalyft B.V. will provide an appropriate offer for requests for additional work.

Article 2 Delivery of the Services

• 1. After the agreement has been concluded, the Services will be carried out by datalyft B.V. as soon as possible in accordance with the offer, taking into account reasonable wishes of the Client.
• 2. The Client is obliged to do and refrain from doing everything that is reasonably desirable and necessary to enable a correct and timely execution of the Services. In particular, the Client ensures that all data, which datalyft B.V. indicates is necessary or which the Client should reasonably understand to be necessary for performing the Services, is provided to datalyft B.V. in a timely manner.
• 3. The Client will give datalyft B.V. access to all places, services and accounts under its management (such as web hosting accounts) that datalyft B.V. reasonably needs to provide the Services.
• 4. datalyft B.V. guarantees that the Services are carried out carefully, soundly and as well as possible. If a good execution of the Services requires this, datalyft B.V. has the right to have certain work carried out by third parties. datalyft B.V. is and remains responsible to the Client.
• 5. datalyft B.V. is entitled, but never obliged, to investigate the accuracy, completeness or coherence of the source materials, requirements or specifications made available to it and, upon finding any imperfections, to suspend the agreed work until the Client has removed the relevant imperfections.
• 6. Unless otherwise agreed, datalyft B.V. is not a party to the delivery of services of third parties, such as software licenses or hosting that are necessary for the Services, even if datalyft B.V. purchases these services on behalf of the Client.
• 7. datalyft B.V. has the right not to deliver or limit the Services (temporarily) if the Client fails to fulfill an obligation towards datalyft B.V. with regard to the agreement or acts in violation of these general terms and conditions.
• 8. datalyft B.V. will make efforts to respond to a request from the Client during office hours within 8 hours, unless otherwise agreed in the offer.

Article 3 Development of works

• 1. If a Service is aimed at developing, configuring and/or adapting Works such as websites, data files, software, documentation, advice, reports, analyses, designs, texts, photos, films, sound recordings, images, audiovisual material, logos or corporate identities (hereinafter: "Works"), datalyft B.V., unless otherwise agreed, has the right to use images, software and components from third parties in the development, configuration or adaptation of Works.
• 2. datalyft B.V. is allowed to use open source software whose rights lie with third parties. This means, among other things, that datalyft B.V. may deliver open source software to the Client and may process open source software in Works that datalyft B.V. creates or adapts in the context of a Service. If the license of certain open source software entails that the Client can only distribute (parts of) the software as open source, datalyft B.V. will adequately inform the Client about all applicable license conditions.
• 3. After delivery, the responsibility for correct compliance with the relevant licenses of third parties when using the developed Works lies with the Client.

Article 4 Delivery and acceptance

• 1. datalyft B.V. will deliver the result after execution of work or parts thereof when this in its professional opinion meets the specifications or is suitable for use.
• 2. The Client must then evaluate and approve or reject the delivered work within 14 days after delivery. If the Client does not reject the delivered work within this period, the delivered work is deemed to have been accepted.
• 3. If work is delivered in phases, the Client must give approval or rejection of the part of the work of that phase after delivery of each phase in the manner specified in the previous paragraph. The Client may not base approval or rejection in a later phase on aspects that were approved in an earlier phase.
• 4. If the Client rejects the delivered work in whole or in part, datalyft B.V. will make efforts to remove the reason for rejection as quickly as possible. datalyft B.V. can do this by revising the result or by stating with reasons why the reason does not apply. The Client then has 14 days again to approve or reject the revision or justification.
• 5. If the Client has rejected the delivered work in whole or in part after the first revision or justification, a reasonable number of revision rounds will follow in the opinion of datalyft B.V. If a party indicates that further revisions are no longer useful, both parties are entitled to terminate the agreement for the relevant Service. In that case, the Client will compensate the hours actually worked by datalyft B.V., with a maximum of the amount offered for the rejected work. However, the Client is not thereby entitled to use the rejected work in any way.
• 6. After acceptance of the delivered work, all liability for defects in the delivered work expires, unless datalyft B.V. knew or should have known the defect at the time of acceptance. In any case, all liability for defects expires after 1 year after termination of the Agreement for whatever reason.

Article 5 Intellectual property rights

• 1. All intellectual property rights on all Services or Works developed or delivered in the context of the agreement rest solely with datalyft B.V. or its licensors. Rights can only be transferred to the Client if explicitly stated in the offer or separately explicitly agreed.
• 2. The Client only obtains the usage rights and powers that arise from the purpose of the agreement or that are granted in writing and otherwise the Client will not reproduce or publish the Works or other results of Services materials. Any use, reproduction or disclosure of the materials that falls outside the scope of the agreement or granted usage rights is considered a violation of copyright. The Client will pay an immediately claimable and not subject to judicial mitigation penalty of € 50,000 per infringing act to datalyft B.V. This does not affect the right of datalyft B.V. to recover its damage from the infringement or to take other legal measures to end the infringement.
• 3. The Client is entitled to make changes to Works that it obtains usage rights to.
• 4. datalyft B.V. will make the source files (such as, but not limited to, PSD, HTML/CSS or PHP code) of delivered Works available to the Client after payment of the relevant invoice or invoices.
• 5. The Client is not allowed to remove or modify any indication regarding copyrights, trademarks, trade names or other intellectual property rights from the materials, including indications regarding the confidential nature and confidentiality of the materials.

Article 6 Prices and payment

• 1. The Client owes the fixed amount(s) stated in the offer for the Services. The Client owes 30% at the start of the work and the remaining amount when the work has been completed. Down payments are due as soon as datalyft B.V. reports that the work will begin. Other amounts are only charged if stated elsewhere in these general terms and conditions.
• 2. datalyft B.V. will send an invoice, both electronically and by post, to the Client for the amounts owed by the Client to datalyft B.V.
• 3. The payment term of invoices is 14 days after the date of the invoice, unless a longer payment term is indicated on the invoice. If the Client does not pay on time, he is legally in default after the expiry of this period without requiring a notice of default. If an amount due is not paid within the payment term, legal interest is due on the outstanding invoice amount.
• 4. If the Client believes that (part of) an invoice is incorrect, he must report this to datalyft B.V. within the payment term. The payment obligation of the disputed (but not the other) is suspended until datalyft B.V. has investigated the report. If after investigation by datalyft B.V. it appears that the dispute was unjustified, the Client must pay the disputed amount within seven days.
• 5. In case of untimely payment, the Client, in addition to the amount due and the interest that has accrued, is obliged to fully compensate both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies. In particular, datalyft B.V. is entitled to charge administrative costs of € 50 in this case.
• 6. The claim for payment is immediately claimable if the Client is declared bankrupt, applies for suspension of payments or general attachment is levied on assets of the Client, the Client dies, goes into liquidation or is dissolved.

Article 7 Confidentiality

• 1. The parties will treat information that they provide to each other before, during or after the execution of the agreement confidentially when this information is marked as confidential or when the receiving party knows or should know that the information was intended as confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them to execute the agreement.
• 2. datalyft B.V. will make efforts to avoid that it becomes aware of data that the Client stores and/or distributes via the hardware or software to which the Services relate, unless this is necessary for proper execution of the agreement or the Service Provider is obliged to do so under a legal provision or court order. In that case, the Service Provider will make efforts to limit knowledge of the data as much as possible, insofar as this is within its power.
• 3. datalyft B.V. may use the knowledge that we have gained in executing the agreement for other assignments, insofar as no information from the Client is made available to third parties in violation of obligations regarding confidentiality.
• 4. The obligations from this article also remain in force after termination of the agreement for whatever reason, and for as long as the party providing the information can reasonably claim the confidential nature of the information.

Article 8 Liability

• 1. datalyft B.V. is only liable to the Client in case of an attributable shortcoming in the performance of the agreement and only for replacement compensation, i.e. compensation of the value of the performance that has not been provided.
• 2. Any liability of datalyft B.V. for any other form of damage is excluded, including, among other things, additional compensation in any form, compensation for indirect damage or consequential damage, damage due to lost turnover or profit, damage due to loss of data as well as damage due to exceeding deadlines as a result of changed circumstances.
• 3. In case of liability under the first paragraph, the maximum amount that datalyft B.V. is obliged to compensate will be equal to the amount due for the relevant Service. This maximum amount expires if and to the extent that the damage is the result of intent or gross negligence on the part of datalyft B.V.
• 4. The liability of datalyft B.V. due to an attributable shortcoming in the performance of the agreement only arises if the Client directly and properly notifies datalyft B.V. in writing, in which a reasonable period is set to remedy the shortcoming, and datalyft B.V. also after that period remains attributably short in fulfilling its obligations. The notice of default must contain as detailed a description of the shortcoming as possible, so that datalyft B.V. is able to respond adequately.
• 5. In case of force majeure, which is understood to include, among other things, disruptions or failures of the internet, the telecommunications infrastructure, power failures, domestic unrest, mobilization, war, transport blockages, strikes, exclusion, business disruptions, supply stagnation, fire, flooding, import and export restrictions and in the event that datalyft B.V. is not enabled to deliver by its own suppliers, regardless of the reason for this, whereby performance of the agreement cannot reasonably be required from datalyft B.V., the execution of the agreement will be suspended, or the agreement will be terminated when the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.

Article 9 Duration and termination

• 1. The agreement is entered into for the period necessary for delivery of the Services.
• 2. The agreement can only be terminated during the term as determined in these general terms and conditions, or with the consent of both parties.
• 3. After termination, termination or dissolution for whatever reason, datalyft B.V. is entitled to immediately after the date on which the agreement expires, delete all data stored on behalf of the Client with itself. datalyft B.V. is not obliged in that case to provide the Client with a copy of this data.
• 4. The agreement ends automatically if a party is declared bankrupt, applies for suspension of payments or general attachment is levied on assets, dies, goes into liquidation or is dissolved.

Article 10 Changes to agreement

• 1. After acceptance, the agreement may only be changed with mutual consent.
• 2. If the agreement is a continuing agreement, datalyft B.V. is, however, entitled to unilaterally adjust or extend these general terms and conditions once per calendar year. It must notify the Client at least 1 month before the adjustments or extensions will take effect. Changes to the general terms and conditions can, however, never override a specific agreement.
• 3. If the Client objects within this period, datalyft B.V. will consider whether it wishes to withdraw the objectionable adjustments or extensions or not. datalyft B.V. will notify the Client of this decision. If datalyft B.V. does not wish to withdraw objectionable adjustments or extensions, the Client has the right to terminate the agreement as of the date on which they will take effect.
• 4. datalyft B.V. may make changes to these general terms and conditions at any time if these are necessary due to changed legal regulations. The Client cannot object to such changes.
• 5. The above arrangement also applies to prices.

Article 11 Final provisions

• 1. Dutch law applies to this agreement. Insofar as not otherwise prescribed by the rules of mandatory law, all disputes that may arise in connection with this agreement will be submitted to the competent Dutch court for the district in which datalyft B.V. is established.
• 2. If any provision of this agreement proves to be invalid, this does not affect the validity of the entire agreement. In that case, the parties will establish (a) new provision(s) to replace it, with which as much as legally possible is given shape to the intention of the original agreement and these general terms and conditions.
• 3. Under "written" in these terms and conditions also falls email and communication by fax, provided that the identity of the sender and the integrity of the content are sufficiently established. The parties will make efforts to confirm the receipt and content of communication by email.
• 4. The version of any communication received or stored by datalyft B.V. is considered authentic, unless the Client provides counter-evidence.
• 5. Each party is only entitled to transfer its rights and obligations under the agreement to a third party with prior written consent of the other party. Notwithstanding this, datalyft B.V. is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.