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General Terms and Conditions

Wepublic B.V., with its registered office in Amsterdam registered with the Amsterdam Chamber of Commerce under number 57042691.

February 2023

1. General

1.1 These General Terms and Conditions apply to all offers and agreements of Wepublic B.V. and any subsequent and new agreements with the same Client(s).

1.2 The applicability of the Client’s purchasing or other terms and conditions is expressly rejected.

1.3 Deviations from these General Terms and Conditions apply only if Wepublic B.V. has expressly agreed to them in writing.

1.4 If any provision of these General Terms and Conditions is void or nullified, the other provisions of these General Terms and Conditions will remain fully effective. The Parties must provide for the situation that has arisen as far as possible in accordance with the void or nullified provision.

2. Offers, price and payment

2.1 Offers are binding only if they have been made in writing and accepted by the Client in writing. The fee to be paid to Wepublic B.V. for the rendered services is included in the Agreement by Wepublic B.V. and the Client.

2.2 All prices exclude turnover tax (VAT) and other levies imposed by the government.

2.3 Wepublic B.V. has the right to by notice in writing to the Client to increase the fees. Unless otherwise agreed, the price is determined on the basis of the number of hours and the applicable hourly rates and any other expenses. These prices are annually determined by Wepublic B.V.

2.4 Payment of invoices shall be made within fourteen (14) days of the invoice date. Payments must be made effectively in the agreed currency and without set-off, discount and/or suspension.

2.5 In the event of late payment, Principal owes interest of 1.5% per month on the outstanding invoice amount (plus any interest) from the moment the payment term is exceeded.

2.6 All judicial and extrajudicial costs reasonably incurred by Contractor, including costs of legal assistance, shall be borne by Principal. These collection costs are at least 15% of the outstanding invoice amount including VAT and interest, with a minimum of € 50.00.

2.7 Every payment made by Customer shall primarily serve to pay the collection costs owed by it and shall thereafter be deducted from the interest owed by it and thereafter from the longest outstanding claims, regardless of any indication to the contrary by Customer.

2.8 Client can only object to the invoice within the period of 14 days after receipt.

3. Object of the Agreement

3.1 Wepublic B.V. shall do its utmost to perform its services with care, where appropriate under the arrangements and procedures recorded in writing with the Client. All Wepublic B.V.’s services are performed based on a best-efforts obligation, unless and insofar as Wepublic B.V. has expressly promised a result in the written agreement and that result has also been described in a sufficiently precise manner in that agreement.

3.2 Wepublic B.V. shall endeavour to monitor the functionality of its online platform when performing its services, and keep security and backup functions ready, in order to quickly – and partly automatically – guarantee high availability during server downtime.

3.3 Wepublic B.V. need not follow the Client’s instructions when performing its services, particularly if such instructions change or supplement the content or scope of the agreed services. However, if such instructions are followed, the work involved will be paid at Wepublic B.V.’s usual rates.

3.4 Wepublic B.V. does not warrant that the services rendered in the context of service provision (and the related software) are completely error-free. Wepublic B.V. does not warrant that defects in services it has not developed itself will be remedied. Wepublic B.V. may implement temporary solutions, program bypasses or problem-avoiding restrictions in the software.

4. Liability

4.1 Wepublic B.V. is not liable towards the Client, its employees and third parties for material and nonmaterial damage or adverse consequences, caused by acts performed within the formal scope of its authorisation or otherwise related to work for the Client, notwithstanding liability for damage caused by intent or gross negligence.

4.2 Insofar as liability for this is not excluded, it will be limited to the amount Wepublic B.V. has received from the Client for the assignment.

4.3 Wepublic B.V. is not liable for or bound by obligations entered into for the assignment with or on behalf of the Client, its employees or third parties. The Client indemnifies Wepublic B.V. against all resultant damage of the Client, its employees and third parties, and for their damage that arises in the manner as set out in paragraph 1.

4.4 The right to claim damage lapses six months after the underlying incident occurs.

4.5 If an Agreement is concluded for several years, liability will be capped at the price agreed for one year. The total compensation for direct damage will never exceed the amount paid out by Wepublic B.V.’s insurer.

4.6 Wepublic B.V.’s liability for an attributable failure to perform an agreement arises only if the Client gives Wepublic B.V. an immediate (i.e. within 14 days of establishing the failure) and duly written notice of default, setting a reasonable period within which to remedy the failure, and Wepublic B.V. continues to attributably fail to perform its obligations after that period. The notice of default must provide as complete and detailed a description as possible of the failure, so Wepublic B.V. can respond adequately. For a consumer sale, a period of two (2) months for reporting a ground for complaint after it occurs, or two (2) months from when the ground for complaint could reasonably have been discovered, applies by operation of law.

4.7 The Client indemnifies Wepublic B.V. against all third-party claims based on product liability because of a defect in a product or system that the Client has supplied to a third party and that partly consisted of equipment, software or other materials supplied by Wepublic B.V., unless and insofar as the Client proves the damage was caused by that equipment, software or
other materials.

4.8 Wepublic B.V. has taken out professional indemnity and corporate liability insurance through a Dutch insurance company. The professional indemnity insurance covers damage up to €500,000.00 per claim. The corporate liability insurance covers damage up to €1,250,000.00 per claim capped at double the sum insured for claims submitted to the insurer in any insurance
year. If the Client’s interest to be insured exceeds the insured amount, Wepublic B.V. shall endeavour, on receipt of a written request, to take out higher insurance cover at the Client’s expense.

4.9 Unless legally impossible, any liability of Wepublic B.V. is limited to the amount paid out in that case under its liability insurance(s), plus the applicable excess amount not charged to the insurer(s) under the policy conditions. If and insofar as the insurance does not pay out, for whatever reason, any liability is limited to an amount of €25,000.00 or, if the fee charged by
Wepublic B.V. in that case is higher, to that amount capped at €100,000.00.

5. Force majeure

5.1 Wepublic B.V. need not fulfil any obligation towards the Client if it is prevented from doing so because of a circumstance that is not its fault, and for which it is not accountable by law, a legal act or according to generally accepted standards. These circumstances include a danger of war, war, uprisings, acts of war or wilful damage, strikes, boycotts, business interruption, disruptions in traffic or transport, disruptions in data and other networks, government measures, scarcity of raw materials, natural disasters, fire, nuclear reactions, machine breakdowns and all other circumstances, including if full or partial fulfilment of the obligations by Wepublic B.V. cannot be demanded in all reasonableness and fairness.

5.2 If the period of force majeure referred to in Article 5.1 lasts longer than two months, the Parties may terminate the Agreement, without having to compensate the other Party’s damage caused by the termination.

5.3 Insofar as Wepublic B.V. has fulfilled or partially fulfilled its obligations under the Agreement when the force majeure as referred to in Article 5.1 occurs, and the fulfilled part has independent value, it may invoice that fulfilled part separately under the provisions of the Agreement.

6. Care and confidentiality

6.1 Wepublic B.V. shall exercise the greatest possible care when using the information it learns during the assignment.

6.2 Each Party warrants that all data received from the other Party that it knows or ought to know is confidential will remain confidential, unless there is a legal obligation to disclose such data. The Party receiving confidential data may use such data only for the purpose for which it was provided.

6.3 Wepublic B.V. shall implement all appropriate technical and organisational measures to secure the Client’s data against loss or any form of unlawful processing. These measures guarantee an appropriate level of security in view of the sensitive nature of the Client’s data.

6.4 If Wepublic B.V. acts as a ‘processor’ within the meaning of the General Data Protection Regulation (GDPR) under an Agreement with the Client, it shall deal with the personal data of third parties on its servers in accordance with the ‘Processing Agreement’ concluded with Wepublic B.V. for that assignment.

6.5 Wepublic B.V. shall process the personal data provided to it for the implementation and conclusion of an Agreement in accordance with its Privacy and Cookie Statement. Prior to providing any personal data, the Client should have read Wepublic B.V.’s Privacy and Cookie Statement.

7. Employment

7.1 The Client is not permitted to employ, hire or otherwise contract employees of Wepublic B.V. during the term of the Agreement and a subsequent period of 12 months, unless otherwise agreed in writing.

7.2 In the event of a breach of the preceding paragraph, the Client will owe the Contractor an immediately due and payable fine of €30,000, as well as €3,000 for each day that the Client continues to persist in its infringement, without prejudice to the Contractor’s right to recover the actual damage suffered from the Client.

8. Intellectual property

8.1 All current and future intellectual property rights attached or connected to documents provided by Wepublic B.V., such as designs, software, presentations, assignment definitions, assignment plans and transfer documents that are used to perform the assignment, are and will always remain Wepublic B.V.’s property unless expressly agreed otherwise. Wepublic B.V. and the Client may publish or reproduce the documents and data carriers provided to each other for the assignment only if mutual written consent has been given for this purpose.

8.2 The Client may not, including through a third party, copy, reproduce, republish, download, disclose, broadcast or transfer any trademarks, figures, graphics, logos, buttons, pictograms, images, and their selection and arrangement, or any underlying source code and software for commercial or public purposes without Wepublic B.V.’s prior written consent.

8.3 The Client may not dispute Wepublic B.V.’s intellectual property rights in or out of court, or register or arrange for the registration of any intellectual property rights itself.

8.4. It is Wepublic B.V. permitted to use the Client’s name and logo for marketing purposes, unless otherwise agreed in writing.

9. Term and termination

9.1 If an Agreement is concluded between the Client and Wepublic B.V. for a fixed-term provision of services, this term will be included in the Agreement (alternatively, if the Agreement concerns the open-ended provision of services, this will be stated).

9.2 The Parties may terminate the Agreement in writing in the manner as agreed between them in the Agreement.

9.3 Wepublic B.V. may terminate all or part of the Agreement by written notice with immediate effect, without prior notice of default and without judicial intervention, if:

a. a Client is granted a moratorium on the payment of debts;
b. a petition for the bankruptcy or liquidation of a Client is filed or granted;
c. a Client infringes the rights of third parties;
d. there are recurring problems with the payment of invoices or parts of invoices, provided the Client has been given a proper notice of default.

10. Miscellaneous provisions

10.1 Wepublic B.V. reserves the right to amend the General Terms and Conditions by written notice to the Client. If the Client does not respond within 30 calendar days of the amendment notice, the new General Terms and Conditions will apply, or be deemed to have been accepted.

10.2 Insofar as any provision of these General Terms and Conditions is inconsistent or inapplicable to any provision of an Agreement, the provision of the Agreement will prevail. The applicability of the Client’s General Terms and Conditions is expressly excluded.

10.3 If Wepublic B.V. ever fails to use a right or legal remedy to which it is entitled under the Agreement, this cannot be considered or construed as a waiver of that right or legal remedy.

11. Applicable law and disputes

11.1 These General Terms and Conditions and the agreements are governed by Dutch law. Any disputes will be settled by the competent court in Amsterdam, the Netherlands.

11.2 Wepublic B.V. has a Dutch and English version of the General Terms and Conditions. If a discrepancy occurs between the versions, the Dutch version shall prevail.