General Terms and Conditions of the Private Limited Liability Company operating under the trade names Meens BV and CloudAdvies

Article 1. Definitions

In these General Terms and Conditions, the following terms shall have the following meanings, unless explicitly stated otherwise:

• User: The Private Limited Liability Company operating under the trade names Meens BV and CloudAdvies, including its legal successors and affiliated organizations.
• Counterparty: Any natural person or legal entity entering into an agreement with User, receiving a quotation from User, or to whom User supplies services, advice, hardware, software, or cloud solutions.
• Assignment / Agreement: The service provision, delivery of goods, software, cloud licenses, and/or consultancy services explicitly agreed upon in writing or digitally between User and Counterparty.
• In Writing: In these terms and conditions, "In Writing" includes electronic communication, such as emails and digital approval processes, provided the authenticity of the sender and the integrity of the message are reasonably established.

Article 2. General Provisions

1. These General Terms and Conditions apply to all offers, quotations, activities, assignments, license deliveries, and agreements between User and Counterparty, as well as their execution and any subsequent assignments or legal successors.
2. Standard terms and conditions of Counterparty are explicitly rejected and shall only apply if explicitly accepted by User In Writing.
3. If ambiguity exists regarding the interpretation of one or more provisions, the interpretation shall be made 'in the spirit' of these provisions.
4. If a situation arises between parties that is not regulated in these General Terms and Conditions, it shall be assessed in the spirit of these conditions.
5. If User does not always require strict compliance with these conditions, this does not mean that the provisions are not applicable or that User forfeits the right to demand strict compliance in other cases.
6. If one or more provisions are void or annulled, the remaining provisions shall remain fully applicable. Parties shall enter into consultations to agree on new provisions replacing the void or annulled ones, observing the purpose and intent of the original provision.

Article 3. Quotations and Offers

1. Quotations prepared by User are based on information provided by Counterparty. Counterparty guarantees that it has provided all essential information necessary for the setup, execution, and completion of the assignment to the best of its knowledge.
2. All quotations are non-binding and valid for 30 days, unless stated otherwise. User is only bound by a quotation if accepted by Counterparty In Writing within this period.
3. Prices stated in quotations are exclusive of VAT and other government levies, as well as any costs incurred within the scope of the assignment, including shipping, travel, and third-party license fees, unless stated otherwise.
4. If User's suppliers (such as Google, Zoho, or hardware distributors) implement interim price increases for licenses or equipment between the quotation date and the delivery date, User is entitled to pass these increases directly on to Counterparty.
5. If acceptance deviates (on minor points) from the offer included in the quotation, User is not bound by it.
6. A composite price quote does not obligate User to execute a portion of the assignment for a corresponding part of the stated price. Quotations do not automatically apply to future assignments.

Article 4. Provision of Information and Cooperation

1. Counterparty shall ensure that all data, access codes, license information, and/or facilities, which User indicates as necessary or which Counterparty should reasonably understand to be necessary, are provided to User in a timely and correct manner.
2. If the required information is not provided to User in time or in accordance with agreements, User reserves the right to suspend execution of the agreement and/or charge any additional costs resulting from the delay to Counterparty at User's standard rates.

Article 5. Execution of the Agreement

1. An assignment or agreement comes into effect at the moment a quotation signed or digitally accepted by Counterparty is received by User.
2. User operates under a best-effort obligation (inspanningsverplichting) and undertakes to exert maximum effort to achieve the agreed results and quality. User executes the work according to the best of its insights, expertise, and ability.
3. User reserves the right to have certain work performed by third parties.
4. If it has been agreed that the assignment will be executed in phases, User may suspend execution of the parts belonging to a subsequent phase until Counterparty has approved the results of the preceding phase In Writing.
5. If work is carried out on-site at Counterparty's location, Counterparty shall provide the reasonably desired facilities (such as a workspace, power, and a stable network connection) free of charge.

Article 6. Modifications, Additional Work, and Third-Party Licenses

1. If during execution it appears necessary to modify or supplement the agreement for proper execution, parties shall adapt the agreement in a timely manner and by mutual agreement.
2. If modifications or additions lead to additional work (meerwerk), this shall be charged to Counterparty on a time-and-materials basis at the prevailing rates.
3. If User integrates, purchases, or manages third-party services or software (such as Google Workspace, Zoho, Microsoft, or other SaaS providers) on behalf of Counterparty, the general terms, license terms, and Service Level Agreements (SLAs) of those respective third-party suppliers shall also apply to such software and services.
4. User is not responsible for interim functional changes, modified conditions, or discontinuation of services/software by these third-party suppliers.

Article 7. Contract Duration and Delivery Terms

1. The agreement between User and Counterparty is entered into for an indefinite period, unless the nature of the assignment dictates otherwise or if parties explicitly agree otherwise In Writing (e.g., in the case of recurring cloud licenses or maintenance contracts).
2. If a deadline has been agreed upon for the completion of certain work within the term of the assignment, this deadline shall never constitute a strict deadline (fatale termijn). If a delivery term is exceeded, Counterparty must issue a written notice of default to User, granting a reasonable period for remedy.
3. User is entitled to execute the agreement in phases and invoice each completed phase separately.

Article 8. Rates and Travel Expenses

1. Unless explicitly agreed otherwise In Writing, services are provided on a time-and-materials basis at an hourly rate.
2. Regular office expenses are included in the hourly rate. All amounts are exclusive of VAT, travel and accommodation expenses, and external license fees.
3. Travel expenses within the Netherlands are charged at € 1.50 per kilometer (round trip), calculated from User's place of business using the fastest route via Google Maps. Travel time may be charged on an hourly basis if agreed upon in advance.
4. User reserves the right to adjust agreed hourly rates annually on January 1 in accordance with the Consumer Price Index (CPI) provided by Statistics Netherlands (CBS).
5. If User wishes to increase prices beyond inflation indexation, Counterparty shall be notified In Writing. In such cases, Counterparty is entitled to terminate the agreement within two weeks of notification, effective from the date the price increase takes effect.
6. Price increases resulting from legislation or from third-party price adjustments (e.g., increases in Google Workspace or Zoho license fees) do not entitle Counterparty to dissolve the agreement.

Article 9. Payment, Suspension, and Collection Costs

1. Payment must be made within 15 calendar days of the invoice date in the manner specified by User.
2. Objections to the invoice amount must be submitted In Writing with reasons within 10 calendar days of the invoice date. After this period, the invoice is deemed approved. Objections do not suspend the payment obligation.
3. User is entitled to invoice services or licenses periodically and/or in advance.
4. If payment is not made within the payment term, Counterparty shall be in default by operation of law. Counterparty shall owe statutory commercial interest (pursuant to Article 6:119a of the Dutch Civil Code) on the due amount from that moment.
5. If payment is overdue, all extrajudicial collection costs shall be borne by Counterparty. These costs are calculated in accordance with the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten / WIK), with a minimum of € 40.00.
6. If payment remains outstanding for more than 15 days, User reserves the right to suspend execution of its services and/or temporarily block or suspend access to cloud environments, licenses, or services managed or supplied by User, without User being liable for any damages resulting therefrom.
7. Counterparty is never entitled to offset (verrekenen) or suspend payments due to User.

Article 10. Retention of Title

1. All goods supplied by User, including hardware, designs, software, accounts, (electronic) files, and documentation, remain the property of User until Counterparty has fully complied with all obligations under all agreements concluded with User.
2. Counterparty is not authorized to pledge, resell, or encumber items subject to retention of title.
3. If third parties seize items delivered under retention of title, Counterparty must inform User immediately.

Article 11. Inspection, Complaints, and Claims

1. Counterparty is obliged to inspect delivered goods or executed work immediately upon delivery or completion for any defects or deficiencies.
2. Visible defects must be reported to User In Writing within seven (7) calendar days of delivery. Non-visible defects must be reported In Writing immediately, but no later than seven (7) calendar days after discovery.
3. If a complaint is justified, User shall re-perform the work as agreed or remedy the defect, unless this has demonstrably become meaningless for Counterparty.
4. Claims and defenses against User expire twelve (12) months after the claim arises.

Article 12. Cancellation and Early Termination

1. Agreements entered into for an indefinite period (e.g., periodic management or subscriptions) can be terminated by either party In Writing observing a notice period of one (1) month, unless agreed otherwise In Writing or unless third-party licensing terms (such as annual domain names or annual licenses) preclude interim cancellation.
2. In the event of early termination of a short-term project/assignment by Counterparty, User shall be entitled to compensation for work already performed and costs incurred, plus compensation for work already quoted and reserved.

Article 13. Suspension and Dissolution

1. User is authorized to suspend performance of its obligations or dissolve the agreement immediately if:
   • Counterparty fails to fulfill, or fails to fully or timely fulfill, its obligations under the agreement.
   • Circumstances come to User's knowledge after conclusion of the agreement that give good reason to fear that Counterparty will not fulfill its obligations.
   • Counterparty is declared bankrupt, applies for suspension of payments, or liquidates its business.
2. If the agreement is dissolved, User's claims against Counterparty become immediately due and payable.

Article 14. Force Majeure

1. Parties are not obliged to fulfill any obligation if prevented from doing so due to force majeure (overmacht).
2. Force majeure includes, but is not limited to: disruptions in telecommunication, power, or internet infrastructure; cyberattacks; DDoS attacks; outages in third-party cloud infrastructure (such as Google, Zoho, Microsoft, or hosting providers); pandemics; restrictive government measures; and failure of User's suppliers.
3. If the force majeure period lasts longer than two (2) months, either party is entitled to dissolve the agreement without any obligation to pay damages to the other party.

Article 15. Confidentiality

1. Both parties are obligated to maintain confidentiality regarding all confidential information acquired from each other or from other sources within the context of their agreement. Information is considered confidential if communicated as such by the other party or if it arises from the nature of the information.

Article 16. Liability

1. For every assignment accepted by User, a best-effort obligation applies. User can never be held liable for failure to achieve results intended by Counterparty.
2. User is not liable for damages of any kind caused by User relying on incorrect and/or incomplete data or accounts provided by or on behalf of Counterparty.
3. User is never liable for indirect damages, including consequential loss, lost profits, missed savings, operational stagnation, loss of data, or corrupted data.
4. Cloud and SaaS Outages: User is not liable for outages, interruptions, data loss, or deficiencies in services provided by third parties (such as Google, Zoho, telecom providers, or hosting parties), unless the outage is the direct result of a demonstrable and gross configuration error made by User.
5. If User should be liable for any direct damages, such liability is at all times limited to the amount paid out by User's professional or commercial liability insurance in the case concerned.
6. If the insurer does not pay out, or if the damage is not covered by insurance, User's liability is limited to a maximum of the invoice value of the specific assignment (excluding VAT) to which the damage relates, or to the invoice value of the last three (3) months in the case of a recurring service agreement.
7. The limitations of liability contained in this article do not apply if damage is due to intent or deliberate recklessness (opzet of bewuste roekeloosheid) on the part of User or its executive management.

Article 17. Cybersecurity, Backups, and Access Management

1. Unless explicitly agreed otherwise In Writing as part of a Managed Service Agreement, Counterparty is solely responsible for maintaining regular external backups of its own data, files, and cloud environments (such as Google Workspace and Zoho). User is not liable for data loss if no valid backup is available.
2. Counterparty is responsible for implementing a suitable password policy, configuring Multi-Factor Authentication (MFA/2FA), and carefully managing user authorizations and credentials within its own organization.
3. User endeavours to secure cloud environments according to current technical standards and best practices, but does not guarantee that systems or applications are one hundred percent free from security vulnerabilities, viruses, or unauthorized third-party access (hacking).

Article 18. Intellectual Property

1. All models, methodologies, advice, scripts, software, configurations, and tools developed or applied by User remain the property of User.
2. Counterparty obtains a non-exclusive and non-transferable right of use for the delivered results solely for internal use within its own organization for the purpose provided.
3. Reproduction or disclosure to third parties without prior written consent from User is strictly prohibited.

Article 19. Indemnification

1. Counterparty shall indemnify User against any claims from third parties suffering damage in connection with the execution of the agreement attributable to parties other than User.
2. Counterparty guarantees that data, files, and software provided to User are free from viruses, malware, and infringements on third-party intellectual property rights.

Article 20. Transfer of Risk

1. The risk of loss, damage, or depreciation of items that are the subject of the agreement (such as hardware) transfers to Counterparty at the moment these are legally or physically delivered to Counterparty or a third party designated by Counterparty.

Article 21. Privacy and Personal Data (GDPR)

1. If User processes personal data on behalf of Counterparty during the execution of the agreement, Counterparty qualifies as the 'Data Controller' and User as the 'Data Processor' within the meaning of the General Data Protection Regulation (GDPR).
2. In such cases, parties shall enter into a separate Data Processing Agreement (DPA) establishing arrangements regarding data security, confidentiality, and data subject rights.
3. Counterparty guarantees that the processing of personal data is lawful and that it possesses the required legal basis/consent from data subjects.

Article 22. Non-Solicitation

1. Counterparty shall not, during the term of the agreement and for one (1) year following its termination, directly or indirectly employ or engage in paid work (whether or not through employment) employees or third parties/professionals engaged by User.
2. In the event of a breach of Paragraph 1, Counterparty shall owe User an immediately payable penalty of € 25,000.00 per violation, plus an additional penalty of € 1,000.00 for each day the violation continues, without prejudice to User's right to claim full compensation for damages.

Article 23. Applicable Law and Jurisdiction

1. All legal relationships to which User is a party are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.
2. Disputes shall initially be attempted to be resolved through mutual consultation and, if necessary, mediation.
3. If a dispute cannot be settled amicably, the competent court in the district where User has its principal place of business shall have exclusive jurisdiction, unless mandatory law dictates otherwise.