Algemene Voorwaarden TKC Digital B.V.

Article 1: General Provisions

These terms and conditions apply to all offers and agreements related to the supply of goods and services by TKC Digital B.V., hereinafter referred to as "TKC."
Any general terms and conditions of clients are explicitly rejected unless otherwise agreed in writing.
If any provision conflicts with mandatory law, public morals, or public order, the remainder of these terms and conditions will remain fully effective.
Deviations from these terms are only valid if confirmed in writing by the management of TKC.
TKC executes its agreements with care, considering the client’s interests.
The term "client" also refers to "buyer," "principal," or "customer."
The headings above the articles are indicative only and are not part of the terms and conditions.

Article 2: Formation of Agreements

All offers and price quotes by TKC are non-binding and based on prices and specifications valid at that time.
An agreement is only concluded after written confirmation by TKC.
Oral agreements regarding changes, additions, or cancellations are binding only if confirmed in writing.
Changes to the agreement may affect execution and result in additional work, which will be confirmed as an additional assignment.
The agreement is entered into for a specified term and cannot be terminated prematurely unless otherwise agreed in writing.
TKC reserves the right to have certain tasks performed by third parties.

Article 3: Delivery of Goods and Services

TKC provides advisory and implementation services to the best of its knowledge and ability but cannot guarantee specific results. The client must provide all essential information.
The duration of an assignment may be affected by factors such as the quality of information and client cooperation.
TKC provides personnel to the client who will work under the client’s supervision. The client is responsible for proper instruction and treatment.
TKC strives to meet the client’s preferences, such as for training, skills, and availability.
For training agreements, TKC and the client determine the time and location of the training in advance, which can be adjusted within a reasonable timeframe.
TKC grants the client access to agreed software for a specified period, with usage rights automatically extended unless terminated.
For third-party software, the terms of the third party apply unless otherwise agreed.
Upon termination of usage rights, the client must return or destroy all copies of the software.

Article 4: Intellectual Property Rights and Usage Rights

All intellectual property rights for goods supplied by TKC, such as reports and software, belong to TKC or its licensors.
TKC and its licensors retain exclusive exploitation rights to the delivered software.
The client receives a non-exclusive usage right for the agreed period and purposes.
Automatic software upgrades and support require a separate service contract.
The client is not allowed to replicate or copy the software without TKC’s written permission, except for internal use.

Article 5: Software Warranty

TKC aims for diligence in creating software but accepts no liability for errors unless caused by TKC’s negligence.
The warranty is void in cases of misuse, external damage, or unauthorized modifications to the software.

Article 6: Software Support

TKC provides guidance, maintenance, and service for delivered software under a separate service contract.
TKC ensures repairs within the timeframe specified in the service contract, except in unforeseen circumstances.
The client cannot transfer rights under the service contract or collaborate with other software providers if it affects the agreement.

Article 8: Prices

All prices are exclusive of VAT and other taxes unless otherwise agreed in writing.

Article 9: Payment

Payments must be made within 30 calendar days of the invoice date unless otherwise agreed.
Amounts for software usage rights must be fully paid at the start of the usage period.
If payment is not made on time, the client is in default without further notice and owes interest of 1.5% per month.
All collection costs, including legal and extrajudicial costs, are borne by the client.
TKC may require security for the fulfillment of payment obligations.
Payments are first applied to interest and costs, then to the oldest outstanding invoices.
TKC may terminate the agreement immediately in cases such as bankruptcy or repeated late payments by the client.

Article 10: Transfer and Cancellation of Contracts

The client may not transfer the agreement to third parties without TKC’s written consent, except to subsidiaries or affiliates.
Cancellation must be made in writing and is only valid under express and written agreement.

Article 11: Force Majeure

If force majeure exceeds 180 days, the client may terminate the agreement without compensation.
Force majeure includes all circumstances beyond TKC’s control that make performance impossible.
TKC will notify the client of force majeure as soon as possible.

Article 12: Best Efforts Obligation and Liability

TKC endeavors to execute agreements appropriately but is not liable for indirect damages unless caused by TKC’s fault.
Liability for staff depends on who provides supervision; during secondment, responsibility lies with the client.
TKC’s liability is limited to the invoice value of the delivered goods, excluding consequential damages.
Compensation paid by TKC or its insurer constitutes full indemnification.

Article 13: Defects and Complaint Periods

Complaints must be submitted in writing within 8 days of discovery or no later than 14 days after completion.
If a complaint is valid, TKC will carry out the work unless it is no longer useful to the client.

Article 14: Confidentiality

Both parties are obligated to maintain confidentiality of information obtained under the agreement.

Article 15: Applicable Law

All agreements and offers to which these terms apply are governed exclusively by Dutch law.

Article 16: Disputes

Disputes will be submitted to the competent court in Amsterdam, unless TKC opts for another court.

Article 17: Final Provision

These terms are filed with the Chamber of Commerce Amsterdam-Haarlem in Amsterdam.