General Terms and Conditions

1.1 Bsure-Digital B.V. (also referred to as "we", "us", or "our"): the service provider, registered in the Netherlands at the Chamber of Commerce.

1.2 Client (also referred to as "you" or "your"): any natural or legal person who enters into an agreement with Bsure-Digital B.V. or to whom Bsure-Digital B.V. makes an offer.

1.3 Agreement: any arrangement between Bsure-Digital B.V. and the Client regarding the provision of Services.

1.4 Services: all work, in whatever form, that Bsure-Digital B.V. performs for the Client, including but not limited to AI engineering, infrastructure development, consulting, software development, and related services.

1.5 Written: communication by letter, email, or any other electronic means of communication.

2.1 These Terms apply to all offers, quotations, agreements, deliveries, and services of Bsure-Digital B.V., regardless of how they are made or entered into.

2.2 Deviations from these Terms are only valid if explicitly agreed upon in writing.

2.3 The applicability of any general terms and conditions of the Client is expressly excluded unless agreed otherwise in writing.

2.4 If any provision of these Terms is void or annulled, the remaining provisions shall remain in full force. Bsure-Digital B.V. and the Client shall then agree on new provisions to replace the void or annulled ones, adhering as closely as possible to the purpose and intent of the original provision.

3.1 All offers and quotations made by Bsure-Digital B.V. are non-binding, unless explicitly stated otherwise in writing.

3.2 Offers are valid for 30 days from the date of issuance, unless a different period is specified.

3.3 Bsure-Digital B.V. cannot be held to its offers or quotations if the Client can reasonably understand that the offer or quotation, or a part thereof, contains an obvious error or mistake.

3.4 Prices stated in offers and quotations are exclusive of VAT and other government-imposed charges, unless stated otherwise.

4.1 An Agreement is established at the moment the Client accepts the offer from Bsure-Digital B.V. and fulfills the conditions set therein.

4.2 If the Client has accepted the offer electronically, Bsure-Digital B.V. will promptly confirm receipt of the acceptance electronically.

4.3 Bsure-Digital B.V. reserves the right to refuse an order or request without being required to provide reasons.

4.4 Any amendments or additions to the Agreement are only valid if agreed upon in writing by both parties.

5.1 Bsure-Digital B.V. will execute the Agreement to the best of its knowledge and ability in accordance with the requirements of good workmanship.

5.2 Bsure-Digital B.V. has the right to have certain work performed by third parties if and insofar as proper execution of the Agreement so requires.

5.3 The Client shall ensure that all information and materials that Bsure-Digital B.V. indicates as necessary, or which the Client should reasonably understand to be necessary for the execution of the Agreement, are provided to Bsure-Digital B.V. in a timely manner.

5.4 If information required for the execution of the Agreement has not been provided to Bsure-Digital B.V. in a timely manner, Bsure-Digital B.V. has the right to suspend the execution of the Agreement and to charge the Client for any additional costs resulting from the delay.

5.5 Bsure-Digital B.V. is not liable for damages of any nature whatsoever arising from Bsure-Digital B.V. relying on incorrect and/or incomplete information provided by the Client.

6.1 Deadlines agreed upon for the completion of Services are indicative and not strict deadlines, unless explicitly agreed otherwise in writing.

6.2 Exceeding any deadline does not entitle the Client to compensation, termination of the Agreement, or suspension of any obligation arising from the Agreement.

6.3 If it becomes apparent during the execution of the Agreement that timely completion is not possible, Bsure-Digital B.V. will consult with the Client as soon as possible.

7.1 All fees are exclusive of VAT and other government-imposed charges, unless stated otherwise.

7.2 Payment must be made within 30 days of the invoice date, unless a different payment term is agreed upon in writing.

7.3 If the Client fails to make timely payment, the Client is in default by operation of law. The Client shall then owe statutory commercial interest on the outstanding amount.

7.4 In the event of liquidation, bankruptcy, seizure, or suspension of payment of the Client, the claims of Bsure-Digital B.V. on the Client shall be immediately due and payable.

7.5 If the Client disputes the amount of an invoice, the Client must notify Bsure-Digital B.V. within 14 days of the invoice date. The undisputed portion of the invoice must still be paid within the agreed payment term.

7.6 Bsure-Digital B.V. reserves the right to adjust its rates annually. Rate adjustments will be communicated to the Client at least one month in advance.

8.1 If the Client is in default or fails to meet its obligations, all reasonable costs incurred to obtain payment out of court shall be borne by the Client.

8.2 Extrajudicial collection costs are calculated in accordance with the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).

8.3 If Bsure-Digital B.V. has incurred higher costs that were reasonably necessary, the actual costs incurred shall also be eligible for reimbursement.

9.1 All intellectual property rights to the deliverables developed or provided under the Agreement, including but not limited to software, code, designs, documentation, reports, and advice, remain vested in Bsure-Digital B.V., unless explicitly agreed otherwise in writing.

9.2 The Client obtains a non-exclusive, non-transferable right of use for the deliverables for the purposes agreed upon, upon full payment of all amounts owed.

9.3 The Client is not permitted to reproduce, modify, publish, or make available to third parties the deliverables without prior written consent from Bsure-Digital B.V.

9.4 Bsure-Digital B.V. reserves the right to use the knowledge gained through the execution of the Agreement for other purposes, provided that no confidential information of the Client is disclosed to third parties.

10.1 Both parties are obliged to maintain confidentiality regarding all confidential information obtained from each other or from other sources within the framework of the Agreement. Information is considered confidential if it is designated as such by either party or if it can reasonably be expected to be of a confidential nature.

10.2 If Bsure-Digital B.V. is required by law or a court order to disclose confidential information to third parties designated by law or a competent court, and Bsure-Digital B.V. cannot invoke a legal or recognized right of non-disclosure, Bsure-Digital B.V. is not obliged to pay any compensation and the Client is not entitled to terminate the Agreement.

10.3 The obligation of confidentiality remains in force during the term of the Agreement and for a period of two years after its termination.

11.1 Bsure-Digital B.V. is only liable for direct damages resulting from an attributable failure to perform the Agreement. Direct damages are exclusively understood to mean:

• Reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these Terms;
• Reasonable costs incurred to have Bsure-Digital B.V.'s defective performance conform to the Agreement, unless these cannot be attributed to Bsure-Digital B.V.;
• Reasonable costs incurred to prevent or mitigate damage, insofar as the Client demonstrates that these costs led to a reduction of the direct damage.

11.2 Bsure-Digital B.V. is never liable for indirect damages, including but not limited to consequential damages, loss of profit, lost savings, loss of data, business interruption, damages due to business stagnation, or any other damages not qualifying as direct damages.

11.3 The total liability of Bsure-Digital B.V. under the Agreement is limited to the amount paid by the Client under the Agreement in the six months preceding the event giving rise to the liability, with a maximum of the amount covered by Bsure-Digital B.V.'s liability insurance in the relevant case.

11.4 The limitations of liability set out in this article do not apply if and insofar as the damage is the result of intent or deliberate recklessness on the part of Bsure-Digital B.V.

11.5 Any claim for damages must be reported to Bsure-Digital B.V. in writing within 30 days of the Client becoming aware of the damage. Failure to report within this period shall result in the forfeiture of the right to compensation.

12.1 The Client indemnifies Bsure-Digital B.V. against any claims by third parties who suffer damage in connection with the execution of the Agreement, which damage is attributable to the Client.

12.2 If Bsure-Digital B.V. is held liable by a third party in this regard, the Client is obliged to assist Bsure-Digital B.V. both in and out of court and to immediately do everything that may be expected of the Client in that case. If the Client fails to take adequate measures, Bsure-Digital B.V. is entitled, without notice of default, to do so itself. All costs and damages incurred by Bsure-Digital B.V. and third parties as a result shall be entirely at the expense and risk of the Client.

13.1 In the event of force majeure, the obligations of Bsure-Digital B.V. are suspended. Force majeure is understood to mean any circumstance beyond the control of Bsure-Digital B.V. that prevents the fulfillment of its obligations, including but not limited to: internet failures, power outages, failures in (telecommunication) networks or connections, government measures, pandemics, natural disasters, war, general transport problems, strikes, and the inability of third parties engaged by Bsure-Digital B.V. to perform.

13.2 If the force majeure situation lasts longer than 60 days, both parties have the right to terminate the Agreement in writing. Services already performed under the Agreement shall in that case be settled proportionally.

14.1 Either party may terminate the Agreement in writing with a notice period of one month, unless a different notice period has been agreed upon.

14.2 Bsure-Digital B.V. is entitled to terminate the Agreement immediately and without judicial intervention if:

• The Client is declared bankrupt, applies for a moratorium, or is placed under administration;
• The Client fails to meet its obligations under the Agreement despite written notice of default with a reasonable period for remedy.

14.3 In the event of termination, all amounts owed by the Client become immediately due and payable. Bsure-Digital B.V. shall invoice the Client for work performed up to the date of termination.

15.1 Bsure-Digital B.V. processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR" / "AVG"), the Dutch GDPR Implementation Act (UAVG), and any other applicable data protection legislation.

15.2 Where Bsure-Digital B.V. processes personal data on behalf of the Client, Bsure-Digital B.V. acts as a processor ("verwerker") within the meaning of Article 4(8) GDPR. In such cases, the parties shall enter into a Data Processing Agreement (DPA / verwerkersovereenkomst) in accordance with Article 28 GDPR before any processing takes place.

15.3 Bsure-Digital B.V. shall only process personal data on documented instructions from the Client, unless required to do so by European Union or Dutch law. In such a case, Bsure-Digital B.V. shall inform the Client of that legal requirement before processing, unless the law prohibits such information.

15.4 Bsure-Digital B.V. shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, as required by Article 32 GDPR. These measures include, where appropriate:

• Encryption of personal data;
• The ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
• The ability to restore availability and access to personal data in a timely manner in the event of a physical or technical incident;
• A process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures.

15.5 Bsure-Digital B.V. shall not engage a sub-processor without prior written authorisation from the Client. Where sub-processors are engaged, Bsure-Digital B.V. shall impose the same data protection obligations on the sub-processor by way of a contract, in accordance with Article 28(4) GDPR.

15.6 In the event of a personal data breach ("datalek"), Bsure-Digital B.V. shall notify the Client without undue delay and no later than 48 hours after becoming aware of the breach. The notification shall include at a minimum: the nature of the breach, the categories and approximate number of data subjects concerned, the likely consequences, and the measures taken or proposed to address and mitigate the breach.

15.7 Bsure-Digital B.V. shall assist the Client in fulfilling its obligations under Articles 32 to 36 GDPR, including obligations regarding security of processing, notification of data breaches to the Dutch Data Protection Authority (Autoriteit Persoonsgegevens), communication of breaches to data subjects, and data protection impact assessments.

15.8 Bsure-Digital B.V. shall assist the Client in responding to requests from data subjects exercising their rights under Chapter III of the GDPR, including the right of access, rectification, erasure ("right to be forgotten"), restriction of processing, data portability, and the right to object.

15.9 Upon termination of the Agreement, Bsure-Digital B.V. shall, at the choice of the Client, delete or return all personal data to the Client and delete existing copies, unless European Union or Dutch law requires storage of the personal data.

15.10 The Client guarantees that all personal data provided to Bsure-Digital B.V. has been collected lawfully, that the Client has a valid legal basis for processing under Article 6 GDPR, and that data subjects have been informed in accordance with Articles 13 and 14 GDPR.

15.11 Personal data shall not be transferred to a country outside the European Economic Area (EEA) unless appropriate safeguards are in place in accordance with Chapter V of the GDPR, such as Standard Contractual Clauses (SCCs) or an adequacy decision by the European Commission.

15.12 Bsure-Digital B.V. shall make available to the Client all information necessary to demonstrate compliance with the obligations laid down in Article 28 GDPR and shall allow for and contribute to audits, including inspections, conducted by the Client or an auditor mandated by the Client.

16.1 Complaints about the Services performed must be submitted to Bsure-Digital B.V. in writing within 14 days of the Client discovering the defect or reasonably being expected to discover it.

16.2 The complaint must contain a description of the defect that is as detailed as possible, so that Bsure-Digital B.V. can respond adequately.

16.3 Filing a complaint does not suspend the Client's payment obligations.

16.4 If a complaint is found to be justified, Bsure-Digital B.V. shall perform the work as agreed, unless this has demonstrably become meaningless for the Client. The Client must communicate this in writing.

17.1 These Terms and all Agreements between Bsure-Digital B.V. and the Client are governed by Dutch law.

17.2 The parties will first attempt to resolve any disputes through mutual consultation before submitting them to the competent court.

17.3 All disputes arising from or in connection with the Agreement shall be submitted to the competent court in the district where Bsure-Digital B.V. is established.