General Terms and Conditions DigiOnline

1.1 DigiOnline: the sole proprietorship DigiOnline, established at Leijgraaf 123, 5951 GS Belfeld, the Netherlands, registered with the Netherlands Chamber of Commerce under number 98145592 and VAT number NL002906093B25.

1.2 Client: any natural person, legal entity or organisation that enters into or intends to enter into an Agreement with DigiOnline.

1.3 Agreement: any arrangement between DigiOnline and the Client of which these General Terms and Conditions form part.

1.4 Services: all activities performed by DigiOnline, including software development, web applications, Microsoft Dynamics 365 Business Central, Microsoft 365, cloud and Microsoft services, licence advice and supply, hosting, maintenance, consultancy, IT management, IT coordination, project management, supplier management, cybersecurity, information security, governance, compliance support, NIS2/Dutch Cybersecurity Act support and audit preparation.

1.5 Products: software products, SaaS solutions, extensions, licences and other digital products developed or supplied by DigiOnline.

1.6 Third Party: any natural person or legal entity that is not a party to the Agreement.

1.7 Subcontractor: a third party engaged by DigiOnline that performs specialist or additional activities on behalf of or under the direction of DigiOnline.

1.8 MSP: a Managed Service Provider or other IT management organisation that provides operational IT services to the Client.

2.1 These General Terms and Conditions apply to every offer, quotation, Agreement and supply by DigiOnline, unless expressly agreed otherwise in writing.

2.2 The Client's purchasing conditions or other general terms and conditions do not apply and are expressly rejected.

2.3 Deviations from these General Terms and Conditions are valid only if agreed in writing and apply exclusively to the relevant Agreement.

2.4 If any provision proves to be wholly or partly null and void, voidable or otherwise unenforceable, the remaining provisions will remain in full force. The parties will replace the relevant provision with a provision that corresponds as closely as possible to its purpose and intent.

2.5 In the event of any inconsistency, the following order of precedence applies unless otherwise agreed:

1. the signed Agreement or order confirmation;
2. the accepted quotation;
3. any agreed SLA, data processing Agreement or other specific appendix;
4. these General Terms and Conditions.

3.1 All offers and quotations issued by DigiOnline are without obligation unless expressly stated otherwise.

3.2 A quotation is valid for 30 days from its date, unless stated otherwise.

3.3 All stated prices exclude VAT and any additional costs such as third-party licences, hosting, domain registrations, hardware, travel, parking and accommodation expenses, unless stated otherwise.

3.4 DigiOnline cannot be held to an offer or quotation if the Client can reasonably understand that it contains an obvious error or clerical mistake.

3.5 Estimates of hours, budgets, project estimates and ranges are indicative and do not constitute a fixed price or guaranteed maximum unless expressly agreed otherwise in writing.

4.1 DigiOnline will perform the Agreement to the best of its knowledge and ability and in accordance with the standards of good professional practice. Unless expressly agreed otherwise in writing, DigiOnline has an obligation to use reasonable endeavours and no obligation to achieve a particular result.

4.2 The Client will provide in a timely manner all information, access, documentation, data, cooperation and decisions that DigiOnline reasonably requires.

4.3 Any delay caused by the absence of necessary information, access, cooperation or decision-making will not be for the account or risk of DigiOnline.

4.4 DigiOnline determines how and by whom the Agreement is performed, taking into account the Client's wishes that have reasonably been made known.

4.5 Any stated performance, delivery and lead times are indicative and do not constitute strict deadlines unless expressly agreed otherwise in writing.

5.1 If, during performance, a change or extension of the activities proves necessary or desirable, the parties will consult each other about it.

5.2 Additional activities will, where reasonably possible, be agreed in advance with an authorised representative of the Client.

5.3 Where possible, DigiOnline will inform the Client in advance of the financial and scheduling consequences of additional activities.

5.4 If prior written confirmation is not reasonably possible, including in urgent cybersecurity, availability or continuity incidents, DigiOnline may perform activities after demonstrable oral or other approval has been obtained from an authorised representative of the Client.

5.5 DigiOnline will record such activities and the arrangements made as soon as possible afterwards.

6.1 All rates are in euros and exclude VAT, unless stated otherwise.

6.2 Activities performed on a time-spent basis are invoiced based on the time actually spent.

6.3 DigiOnline may invoice activities periodically, on an interim basis or monthly in arrears.

6.4 Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing.

6.5 If the Client fails to pay on time, the Client will be in default by operation of law and DigiOnline will be entitled to charge statutory commercial interest.

6.6 Reasonable extrajudicial collection costs will be borne by the Client, subject to the applicable statutory provisions.

6.7 DigiOnline may suspend activities if the Client fails to meet its payment obligations.

6.8 For continuing services, DigiOnline may index its rates annually on the basis of the consumer price index of Statistics Netherlands (CBS) or apply a market-based rate adjustment subject to at least 30 days' notice.

6.9 Travel time, mileage allowances, parking, accommodation and other expenses may be charged separately in accordance with the quotation or arrangements made.

7.1 If DigiOnline performs activities as an interim IT manager, IT coordination partner, consultant, project manager or supplier manager, DigiOnline will act within the authority granted by the Client.

7.2 The Client remains responsible for final managerial, legal, financial and strategic decisions.

7.3 The parties may record which powers DigiOnline may exercise on behalf of the Client. These may include:

• directing MSPs and IT suppliers;
• prioritising management activities;
• coordinating incidents;
• requesting technical changes;
• assessing quotations;
• having accounts blocked or modified in the event of security incidents;
• coordinating onboarding and offboarding.

7.4 DigiOnline will not enter into financial obligations on behalf of the Client without express authority.

7.5 DigiOnline is not responsible for acts or omissions of an MSP or another supplier contracted directly by the Client, unless the damage is directly caused by an attributable failure by DigiOnline.

8.1 DigiOnline may support the Client with cybersecurity, information security, IT governance, technical and organisational measures related to the GDPR, the Dutch Cybersecurity Act/NIS2, risk analyses, policy development, audit preparation and other compliance matters.

8.2 These Services are subject to an obligation to use reasonable endeavours.

8.3 DigiOnline does not guarantee that, by using the Services, the Client fully complies or will continue to comply with applicable legislation, standards, certification schemes or audit requirements.

8.4 The Client remains responsible for:

• determining which laws and regulations apply to its organisation;
• managerial approval of measures;
• acceptance of residual risks;
• statutory registration and reporting obligations;
• compliance with applicable laws and regulations.

8.5 DigiOnline's recommendations, risk analyses, gap analyses, policy documents and reports are based on the information and circumstances available at the time of performance.

8.6 DigiOnline cannot guarantee that cybersecurity measures will prevent all cyberattacks, data breaches, malware, ransomware, human errors or other security incidents.

8.7 Legal advice, formal legal qualification, certification and independent audit work are outside the scope of the Services unless expressly agreed otherwise in writing.

9.1 DigiOnline is entitled to engage subcontractors, freelancers, consultants and specialist knowledge partners to perform the activities.

9.2 These parties are engaged and directed by DigiOnline, unless the parties agree otherwise in writing.

9.3 DigiOnline remains the Client's central point of contact for activities that DigiOnline has a subcontractor perform.

9.4 Where reasonably necessary, DigiOnline will make appropriate arrangements with subcontractors regarding confidentiality, security and the protection of personal data.

9.5 If a subcontractor processes personal data for which the Client is the controller, appropriate privacy and data processing arrangements will be made where required.

10.1 The Client's data remains the property of the Client.

10.2 To the extent technically and contractually possible, business-critical environments, including tenants, domains, DNS, cloud subscriptions and management environments, will be set up directly in the Client's name or under the Client's control.

10.3 The Client retains access to business-critical administrative accounts and data, unless technical or security reasons prevent this.

10.4 DigiOnline and parties engaged by DigiOnline will obtain only the access necessary to perform the Agreement.

10.5 DigiOnline will not create unnecessary technical or organisational dependency that makes a reasonable transition to another supplier impossible.

10.6 On termination, DigiOnline will provide reasonable assistance, at the rate then applicable, with the transfer of relevant Client data, access credentials and Client-specific documentation.

11.1 All intellectual property rights in software, source code, frameworks, generic templates, methodologies, models, libraries, tools, designs and know-how developed by DigiOnline remain vested in DigiOnline or its licensors, unless otherwise agreed in writing.

11.2 For policy documents, procedures, reports, risk analyses, architecture documentation and management/audit documentation created specifically for the Client, the Client obtains a perpetual, non-exclusive right of use for its own organisation after all amounts due for them have been paid in full.

11.3 This right of use does not expire upon termination of the Agreement.

11.4 The underlying generic DigiOnline templates, methodologies, techniques and know-how remain the property of DigiOnline and may be reused for other Clients.

11.5 The Client may make Client-specific documentation available to employees, auditors, advisers, MSPs and other suppliers to the extent reasonably necessary for its business operations.

11.6 Source code of DigiOnline software will not be transferred unless expressly agreed in writing.

11.7 DigiOnline may use general knowledge, experience, techniques, methodologies and anonymised solutions acquired during an assignment for other assignments, provided that no confidential information of the Client is disclosed.

12.1 The parties will comply with applicable data protection legislation.

12.2 If DigiOnline processes personal data on behalf of the Client when performing the Agreement and acts as a processor, the parties will enter into a separate data processing Agreement where required.

12.3 If DigiOnline acts independently as a controller, DigiOnline will process personal data in accordance with its privacy policy and applicable legislation.

12.4 The Client is responsible for the lawfulness of personal data provided to DigiOnline.

12.5 DigiOnline does not act as a legal privacy adviser unless expressly agreed otherwise in writing.

13.1 DigiOnline will implement reasonable technical and organisational security measures appropriate to the nature and scope of its Services.

13.2 No information security system can guarantee absolute security. DigiOnline therefore does not guarantee that unauthorised access, cyberattacks or other security incidents can be completely prevented.

13.3 The Client is responsible for taking timely action on critical risks and security recommendations reported by DigiOnline.

13.4 If the Client consciously decides not to mitigate, or not to fully mitigate, a risk identified by DigiOnline, the resulting residual risk remains with the Client.

14.1 Responsibility for backup, recovery, retention and continuity is determined by the Agreement, quotation, SLA or other written arrangements.

14.2 DigiOnline is responsible for performing backup or recovery services only if these expressly form part of the agreed Services.

14.3 If backup services are performed by an MSP or another third party, operational responsibility rests with that party in accordance with its Agreement/SLA.

14.4 As an IT coordination partner, DigiOnline may define requirements, monitor performance and arrange restore tests or reports without thereby automatically becoming operationally responsible for the backup service.

14.5 The Client remains responsible for managerial approval of the desired continuity and risk level.

15.1 Software developed by DigiOnline is subject to the right of use set out in these General Terms and Conditions and any additional licence terms.

15.2 DigiOnline does not guarantee that software will operate entirely free of errors or interruptions.

15.3 Microsoft licences and other third-party products or services are also subject to the terms of the relevant supplier.

15.4 DigiOnline may act as an adviser, reseller or licensing partner.

15.5 DigiOnline is not responsible for changes made by third parties to prices, product terms, functionality, availability or licensing models.

15.6 The Client may not circumvent technical security or licensing measures.

16.1 If DigiOnline provides hosting, management or maintenance, any availability and service levels will be determined in the Agreement or SLA.

16.2 If no specific SLA has been agreed, no guaranteed response, recovery or availability times apply.

16.3 DigiOnline may perform necessary maintenance.

16.4 DigiOnline will endeavour to announce planned disruptions in advance where reasonably possible.

16.5 Disruptions or changes caused by the Client or third parties may be invoiced as additional activities.

17.1 In performing the Agreement, DigiOnline may depend on third-party services, including Microsoft, hosting providers, telecommunications providers, MSPs, software suppliers and cloud platforms.

17.2 DigiOnline is not liable for failures, disruptions, changes or termination of services of such third parties to the extent that these circumstances are beyond DigiOnline's reasonable control.

17.3 Third-party services may be subject to additional terms of the relevant third party.

18.1 DigiOnline's total liability for an attributable failure or on any other legal ground is limited to compensation for direct damage.

18.2 Liability is limited to the amount paid or payable by the Client to DigiOnline for the relevant assignment. In the case of a continuing Agreement, liability is limited to the amount paid to DigiOnline in the three months preceding the event that caused the damage.

18.3 DigiOnline is not liable for indirect damage, including consequential damage, loss of revenue or profit, lost savings, reputational damage, business interruption and third-party claims.

18.4 DigiOnline is not liable for damage caused by:

• incorrect or incomplete information from the Client;
• failure to follow, or late implementation of, recommendations;
• acts or omissions of the Client;
• third parties engaged directly by the Client;
• failures or changes affecting external suppliers;
• cyberattacks or security incidents despite reasonable security measures;
• residual risks accepted by the Client.

18.5 The limitations do not apply to the extent that the damage results from intent or deliberate recklessness on the part of DigiOnline and limitation thereof is not permitted by law.

18.6 Any claim for damages expires no later than twelve months after the Client became aware, or reasonably could have become aware, of the damage and DigiOnline's potential liability, subject to mandatory statutory provisions.

19.1 The Client indemnifies DigiOnline against third-party claims arising from materials, data or instructions provided by the Client, unless the claim is directly caused by an attributable failure by DigiOnline.

19.2 The Client warrants that the materials and data it provides may lawfully be used.

20.1 The parties will treat confidential information as strictly confidential.

20.2 Confidential information will be used exclusively to perform the Agreement.

20.3 DigiOnline may share confidential information with employees and subcontractors to the extent necessary for performance, provided they are bound by appropriate confidentiality obligations.

20.4 The confidentiality obligation will continue after termination.

20.5 Confidentiality does not apply to information that was public, was lawfully obtained from a third party, was independently developed or must be disclosed by law.

21.1 DigiOnline is not obliged to perform if performance is reasonably impossible due to force majeure.

21.2 Force majeure includes large-scale cloud or internet outages, power outages, telecommunications failures, DDoS attacks, government measures, natural disasters, pandemics, strikes and supply problems beyond DigiOnline's control.

21.3 If the force majeure continues for more than 90 days, either party may terminate the relevant Agreement in writing without liability for damages.

22.1 The term is specified in the Agreement. If no term has been agreed, the Agreement will continue for an indefinite period.

22.2 An Agreement for an indefinite period may be terminated in writing subject to one month's notice, unless otherwise agreed.

22.3 DigiOnline may suspend or terminate the Agreement with immediate effect if the Client commits a material breach and, where remedy is possible, fails to remedy it within a reasonable period.

22.4 Activities already performed and costs already incurred remain payable.

23.1 Upon termination, DigiOnline will provide reasonable assistance with an orderly transfer to the Client or a successor supplier.

23.2 This assistance will be provided at the rate then applicable, unless otherwise agreed.

23.3 DigiOnline will provide relevant Client-specific documentation and Client data in its possession that are reasonably necessary for continuity.

23.4 DigiOnline is not obliged to transfer its own internal methodologies, generic templates, business information, internal tools or intellectual property.

23.5 Following termination, DigiOnline may delete Client data once the agreed transfer or retention period has expired and no statutory retention obligation applies.

24.1 DigiOnline may amend these General Terms and Conditions.

24.2 Material changes affecting existing continuing Agreements will be announced at least 30 days in advance.

24.3 Changes do not apply retroactively to assignments already completed.

25.1 All legal relationships between DigiOnline and the Client are governed exclusively by Dutch law.

25.2 The parties will first attempt to resolve any dispute through consultation.

25.3 If no solution is reached, the dispute will be submitted to the competent court in the Netherlands.

25.4 To the extent that this may be validly agreed, disputes will be submitted to the competent court in the district of Limburg.