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General Terms and Conditions

Version: 26 June 2026

These general terms and conditions apply to all offers and the agreements arising from them between Apptimate B.V., established in Velserbroek (the Netherlands), Chamber of Commerce (KvK) 89656202, and its counterparties ("Client"). Provisions or conditions stipulated by the Client that deviate from, or do not appear in, these general terms and conditions are only binding on Apptimate B.V. if and to the extent that they have been expressly accepted in writing.

1. Offer and acceptance

  • 1.1 Apptimate B.V. draws up an offer in which Apptimate B.V. indicates which work ("the Services") Apptimate B.V. offers to perform, what is included in the Services and what amount will be payable for it. Only the description of the Services set out in the offer is binding.
  • 1.2 In general, the Services comprise maintenance of hardware and software, configuration and installation of hardware, configuration and installation of software, the creation of custom software, the supply of custom software, the supply of hardware, remote support, on-site support, and everything connected with this. Other work is only performed if this is stated in the offer.
  • 1.3 An offer is entirely without obligation and valid for 14 days after dispatch, unless otherwise stated in the offer. Apptimate B.V. can never be obliged to accept an acceptance after this period, but if Apptimate B.V. does so, the offer is deemed accepted after all.
  • 1.4 The agreement is concluded at the moment the notice of acceptance of the offer by the Client is received by Apptimate B.V. The offer must be signed by the Client and returned in writing or by e-mail.
  • 1.5 If the Client does not expressly indicate agreement with the offer, but nevertheless allows or gives the impression that Apptimate B.V. performs work that falls within the description of the Services, the offer is deemed accepted. This also applies where the Client requests Apptimate B.V. to perform certain work without awaiting a formal offer.
  • 1.6 Changing the Services is only possible with the consent of both parties, except where otherwise provided elsewhere in these terms.

2. Delivery and acceptance

  • 2.1 After performing work or parts thereof, Apptimate B.V. will deliver the result when, in its professional opinion, it meets the specifications or is suitable for use.
  • 2.2 The Client must then, within fourteen days of delivery, evaluate the delivered result and approve or reject it. If the Client does not reject the delivered result within this period, it is deemed to have been accepted.
  • 2.3 If work is delivered in phases, the Client must, after delivery of each phase, give approval or rejection of the part of the work of that phase in the manner set out in the previous paragraph. The Client may not base an approval or rejection in a later phase on aspects that were approved in an earlier phase.
  • 2.4 If the Client rejects the delivered result in whole or in part, Apptimate B.V. will endeavour to remove the reason for rejection as quickly as possible. Apptimate B.V. may do this by revising the result or by stating, with reasons, why the ground does not apply. The Client then again has fourteen days to approve or reject the revision or reasoning.
  • 2.5 If, after the revision or reasoning, the Client continues to reject the delivered result in whole or in part, Apptimate B.V. is entitled to charge additional costs for all subsequent revisions. Apptimate B.V. will indicate at a revision whether additional costs will be payable for subsequent revisions.
  • 2.6 If a party indicates that further revisions are no longer (considered) useful, both parties become entitled to terminate the agreement for the Service concerned. In that case the Client will pay for the hours actually spent by Apptimate B.V., up to a maximum of the amount quoted for the rejected work. The Client is, however, not thereby entitled to use the rejected work in any way whatsoever.
  • 2.7 After acceptance of the delivered result, all liability for defects in the delivered result lapses, unless Apptimate B.V. knew or ought to have known of the defect at the time of acceptance. In any event, all liability for defects lapses after one year following termination of the Agreement, for whatever reason.

3. Provision of the Services

  • 3.1 After the agreement has been concluded, the Services will be performed by Apptimate B.V. as soon as possible in accordance with the offer, taking into account reasonable wishes of the Client.
  • 3.2 The Client is obliged to do and refrain from doing everything that is reasonably desirable and necessary to enable the proper and timely performance of the Services. In particular, the Client ensures that all data which Apptimate B.V. indicates is necessary, or which the Client should reasonably understand to be necessary for the performance of the Services, is provided to Apptimate B.V. in good time.
  • 3.3 The Client will give Apptimate B.V. access to all locations, services and accounts under its management (such as web hosting accounts) that Apptimate B.V. reasonably needs to provide the Services.
  • 3.4 Apptimate B.V. guarantees that the Services will be performed carefully, soundly and as well as possible. If proper performance of the Services so requires, Apptimate B.V. has the right to have certain work performed by third parties. Apptimate B.V. is and remains responsible towards the Client.
  • 3.5 Apptimate B.V. is entitled, but never obliged, to examine 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 remedied the imperfections concerned.
  • 3.6 Unless otherwise agreed, Apptimate B.V. is not a party to the supply of third-party services, such as software licences or hosting required for the Services, even if Apptimate B.V. obtains these services on behalf of the Client. For software licences supplied as a Service, it depends on the supplier whether Apptimate B.V. or the supplier is the Client's contractual counterparty. Apptimate B.V. will provide adequate information about this.
  • 3.7 Apptimate B.V. has the right to (temporarily) not provide the Services or to provide them on a limited basis if the Client fails to fulfil an obligation towards Apptimate B.V. under the agreement or acts in breach of these general terms and conditions.
  • 3.8 Apptimate B.V. will endeavour to respond to a request from the Client as quickly as possible, but cannot make any concrete commitments regarding times, unless otherwise agreed in the offer.

4. Provisions concerning maintenance

  • 4.1 Maintenance is understood to mean keeping existing hardware and/or software functioning in accordance with the offer or further agreement, and more generally the correction of errors.
  • 4.2 Apptimate B.V. will endeavour to perform the maintenance as well as possible, but is often dependent on its supplier(s) and third parties for updates, error-correction software ("patches") or spare parts. Apptimate B.V. is entitled not to install certain updates or patches if, in its opinion, this does not benefit the correct operation of the software or is not in the Client's interest.
  • 4.3 As part of the maintenance, Apptimate B.V. will endeavour to correct errors in the 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") and associated software. Apptimate B.V. is, however, dependent on supplier(s) and third parties in this regard. In the case of new functionality or changes that may substantially alter the functioning of the software, Apptimate B.V. will consult with the Client in advance.
  • 4.4 Apptimate B.V. will endeavour to add changes requested by the Client to the software. Apptimate B.V. is always entitled to refuse a request if, in its opinion, it is not feasible or may impede the proper operation or availability of the software.
  • 4.5 If, in the opinion of Apptimate B.V., a requested change may negatively affect the functioning or security of the software, Apptimate B.V. will notify the Client of this in writing. If the Client nevertheless insists on the change and Apptimate B.V. implements it, this is done at the Client's own risk and without any liability for Apptimate B.V.
  • 4.6 If the Client wishes to independently implement a change to results delivered by Apptimate B.V., this is done entirely at the Client's own risk and responsibility, unless the Client has notified Apptimate B.V. of the desired change in advance and Apptimate B.V. has approved it in writing. Apptimate B.V. may attach conditions to this approval.

5. Provisions concerning remote support

  • 5.1 Remote support is provided by telephone, e-mail and other channels to be agreed jointly.
  • 5.2 At the Client's request, Apptimate B.V. will propose software with which computers to be supported can be accessed remotely. It is the Client's responsibility to ensure that its network and security environment allows this software to work.
  • 5.3 If it appears that remote support does not lead to a satisfactory solution or is not feasible given the nature of the problem, Apptimate B.V. will consult with the Client to seek an on-site solution.

6. Sale of equipment

  • 6.1 No warranties are given on equipment supplied in the context of the Services, except to the extent given by the manufacturer or importer. The Client must invoke these warranties directly with that party. Apptimate B.V. will, on request, mediate in these claims, but is not liable if the manufacturer or importer refuses to repair or replace, or charges costs for this.

7. Data recovery

  • 7.1 Where a Service is aimed at recovering lost, damaged or inaccessible data (data recovery), Apptimate B.V. will endeavour to recover data from the data carriers or media supplied by the Client.
  • 7.2 Data recovery constitutes an obligation of best efforts. Apptimate B.V. gives no guarantee that recovery will succeed in whole or in part; the nature and extent of the damage may make recovery impossible.
  • 7.3 Work in the context of data recovery may further damage the data carrier or lead to (further) loss of data. Apptimate B.V. is not liable for this, except in the case of intent or gross negligence on its part.
  • 7.4 The Client warrants that it is entitled to (have) the data concerned recovered and indemnifies Apptimate B.V. against any claim by third parties relating to the content of the supplied or recovered data.
  • 7.5 Apptimate B.V. treats data of which it becomes aware during recovery confidentially and processes it only to the extent necessary for carrying out the recovery.

8. Installation and configuration

  • 8.1 Apptimate B.V. will, in accordance with the offer or further specification, proceed with the configuration and installation of equipment and software for the Client, in order to create a working environment.
  • 8.2 The choice, purchase and management of the environment in which the configuration and installation will take place is solely and entirely the responsibility of the Client, except for equipment supplied under the article "Sale of equipment". Apptimate B.V. will give instructions on the desired configuration. If the designated environment does not meet the requirements of Apptimate B.V., Apptimate B.V. is entitled to refuse installation or configuration.
  • 8.3 At the request of Apptimate B.V., the Client will grant employees and auxiliary persons of Apptimate B.V. all necessary access to the environment to enable installation, configuration, maintenance and changes. Physical access to the Client's equipment will only take place if necessary, and only after prior consultation with the Client.
  • 8.4 If third-party software is installed, the Client must have adequate licences for it and ensure that the provisions contained therein are strictly complied with. The Client indemnifies Apptimate B.V. against third-party claims relating to the installation and licences of the software, except to the extent that the claims result from information or licences provided by Apptimate B.V.

9. Development of works

  • 9.1 Where a Service is aimed at developing, configuring and/or modifying Works, Apptimate B.V. has, unless otherwise agreed, the right to use third-party images, software and components in the development, configuration or modification of Works.
  • 9.2 Apptimate B.V. is permitted to use open source software the rights to which lie with third parties. This means, among other things, that Apptimate B.V. may supply open source software to the Client and may incorporate open source software in Works that Apptimate B.V. creates or modifies in the context of a Service. If the licence of certain open source software entails that the Client can only distribute (parts of) the software as open source, Apptimate B.V. will adequately inform the Client of all applicable licence conditions.
  • 9.3 After delivery, responsibility for correct compliance with the relevant third-party licences when using the developed Works lies with the Client.

10. Artificial intelligence

  • 10.1 Apptimate B.V. is entitled to use systems for artificial intelligence (AI) and tools based on it in the performance of the Services.
  • 10.2 Results produced with the aid of AI may be incorrect, incomplete or biased. Apptimate B.V. assesses AI-generated results with professional care, but gives no guarantee as to their accuracy or completeness. The Client remains responsible for checking and for the ultimate use of these results.
  • 10.3 Apptimate B.V. does not use data provided by the Client to train public or third-party AI models, unless this is expressly agreed in writing.
  • 10.4 If Apptimate B.V. engages external suppliers for AI functionality that process personal data in doing so, data processing agreements apply to that processing.

11. Intellectual property rights

  • 11.1 All intellectual property rights to all Services or Works developed or delivered in the context of the agreement rest solely with Apptimate B.V. or its licensors. Rights can only be transferred to the Client if expressly stated in the offer or separately and expressly agreed.
  • 11.2 The Client obtains only the rights of use and powers that arise from the purpose of the agreement or that are granted in writing; for the rest, the Client will not reproduce or publish the Works or other results of Services. Any use, reproduction or publication of the materials that falls outside the purpose of the agreement or the rights of use granted is regarded as an infringement of copyright. The Client will pay Apptimate B.V. an immediately due and payable penalty, not subject to judicial moderation, of € 10,000.00 per infringing act. This does not affect the right of Apptimate B.V. to obtain compensation for its damage caused by the infringement or to take other legal measures in order to end the infringement.
  • 11.3 The Client is not entitled to make changes to Works that it receives a right of use to, unless this is necessary for the intended use or to correct errors.
  • 11.4 The Client has no right to a copy of source files (such as image, website or software source code) of delivered Works unless this is expressly and unambiguously agreed in writing.
  • 11.5 The Client is not permitted to remove or alter any indication of copyright, trademarks, trade names or other intellectual property rights from the materials in Works that it receives under licence, including indications regarding the confidential nature and secrecy of the materials.

12. Prices and payment

  • 12.1 For all work, Apptimate B.V. will invoice monthly on the basis of the hours actually spent. For work outside office hours, Apptimate B.V. may stipulate a surcharge of up to 200% of the normal rate.
  • 12.2 Apptimate B.V. will send the Client an electronic invoice for the amounts owed by the Client.
  • 12.3 The payment term for invoices is fourteen days after the invoice date, unless a longer payment term is stated on the invoice. If the Client does not pay on time, it is in default by operation of law after the expiry of this period, without any notice of default being required. If an amount owed is not paid within the payment term, statutory interest is due on the outstanding invoice amount.
  • 12.4 If the Client considers that (part of) an invoice is incorrect, it must notify Apptimate B.V. of this within the payment term. The payment obligation for the disputed part (but not the remainder) is suspended until Apptimate B.V. has investigated the notification. If, after investigation by Apptimate B.V., the dispute proves to be unfounded, the Client must pay the disputed amount within seven days.
  • 12.5 In the event of late payment, the Client is, in addition to the amount owed and the interest accrued thereon, liable to fully reimburse both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies. In particular, Apptimate B.V. is entitled in this case to charge administrative costs of € 50.
  • 12.6 The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for suspension of payments, or a general attachment is levied on the Client's assets, the Client dies, goes into liquidation or is dissolved.

13. Confidentiality

  • 13.1 The parties will 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 ought to know that the information was intended to be confidential. The parties also impose this obligation on their employees and on third parties engaged by them to perform the agreement.
  • 13.2 Apptimate B.V. will endeavour to avoid taking note 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 performance of the agreement or Apptimate B.V. is obliged to do so under a statutory provision or court order. In that case, Apptimate B.V. will endeavour to limit its knowledge of the data as much as possible, in so far as this is within its power.
  • 13.3 Apptimate B.V. may use the knowledge gained in performing the agreement for other assignments, in so far as no information of the Client is thereby made available to third parties in breach of confidentiality obligations.
  • 13.4 The obligations under this article continue to exist 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.

14. Liability

  • 14.1 Apptimate B.V. is only liable towards the Client in the event of an attributable failure in the performance of the agreement and exclusively for substitute damages, that is, compensation for the value of the performance that has not been rendered.
  • 14.2 Any liability of Apptimate B.V. for any other form of damage is excluded, including, among other things, additional damages in any form whatsoever, compensation for indirect 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.
  • 14.3 In the event of liability pursuant to the first paragraph, the maximum amount that Apptimate B.V. is obliged to compensate will be equal to € 250,000.00. This maximum amount lapses if and in so far as the damage is the result of intent or gross negligence on the part of Apptimate B.V.
  • 14.4 The liability of Apptimate B.V. due to an attributable failure in the performance of the agreement only arises if the Client gives Apptimate B.V. immediate and proper written notice of default, setting a reasonable period to remedy the failure, and Apptimate B.V. continues to fail attributably in the performance of its obligations even after that period. The notice of default must contain as detailed a description of the failure as possible, so that Apptimate B.V. is able to respond adequately.
  • 14.5 In the event of force majeure, which is understood to include in any case disruptions or failures of the internet, the telecommunications infrastructure, power failures, domestic unrest, mobilisation, war, transport stoppages, strikes, lockouts, operational disruptions, stagnation in supply, fire, flooding, import and export restrictions, and in the event that Apptimate B.V. is not enabled to deliver by its own suppliers, for whatever reason, such that performance of the agreement cannot reasonably be required of Apptimate B.V., the performance of the agreement will be suspended, or the agreement will be terminated if the force majeure situation has lasted longer than ninety days, all without any obligation to pay damages.

15. Duration and termination

  • 15.1 The agreement is entered into for the period necessary for the provision of the Services. The agreement can only be terminated in the interim as provided in these general terms and conditions, or with the consent of both parties. The Client may terminate the agreement in the interim against payment of a buy-off sum equal to 50% of the total value of the parts of the agreement not yet delivered.
  • 15.2 After termination, ending or dissolution, for whatever reason, Apptimate B.V. will give the Client, for thirty days from the date on which the agreement ends, the opportunity to request the data stored by Apptimate B.V. on behalf of the Client or to have it transferred. At the Client's request, Apptimate B.V. will provide a copy of this data within this period, for which Apptimate B.V. may charge reasonable costs. After the expiry of this period, Apptimate B.V. is entitled to erase the data concerned.
  • 15.3 The agreement ends automatically if a party is declared bankrupt, applies for suspension of payments, or has a general attachment levied on its assets, dies, goes into liquidation or is dissolved.

16. Changes to the agreement

  • 16.1 After acceptance, the agreement may only be changed by mutual consent.
  • 16.2 If the agreement is a continuing performance agreement, Apptimate B.V. is, however, entitled once per calendar year to unilaterally amend or extend these general terms and conditions. It must notify the Client of this at least two months before the amendments or extensions take effect. Changes to the general terms and conditions can, however, never set aside a specific arrangement.
  • 16.3 If the Client objects within this period, Apptimate B.V. will consider whether it wishes to withdraw the objectionable amendments or extensions or not. Apptimate B.V. will notify the Client of this decision. If Apptimate B.V. does not wish to withdraw objectionable amendments or extensions, the Client has the right to terminate the agreement as from the date on which they take effect.
  • 16.4 Apptimate B.V. may at any time implement changes to these general terms and conditions if these are necessary due to changed statutory regulations. The Client cannot object to such changes.
  • 16.5 The above arrangement also applies to prices.

17. Final provisions

  • 17.1 Dutch law applies to this agreement. In so far as the rules of mandatory law do not prescribe otherwise, all disputes that may arise in connection with this agreement will be submitted to the competent Dutch court for the district in which Apptimate B.V. is established.
  • 17.2 If any provision of this agreement proves to be void, this does not affect the validity of the agreement as a whole. In that case, the parties will lay down (a) new provision(s) by way of replacement, giving shape as far as legally possible to the intention of the original agreement and these general terms and conditions.
  • 17.3 "In writing" in these terms also includes e-mail and communication by fax, provided that the identity of the sender and the integrity of the content are sufficiently established. The parties will endeavour to confirm the receipt and content of communication by e-mail.
  • 17.4 The version of any communication received or stored by Apptimate B.V. is deemed authentic, subject to proof to the contrary to be provided by the Client.
  • 17.5 Each party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. By way of derogation from this, Apptimate B.V. is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.