Version: December 2024

1. Applicability

1.1 These General Terms and Conditions apply to all proposals, offers, quotations, statements of work, agreements and/or any other deliverable whereby Algora supplies goods and/or services of any nature whatsoever to a customer.

1.2 Deviations from these General Terms and Conditions shall be valid only if they have been agreed in writing between parties.

1.3 Any terms and conditions of purchase or other terms and conditions of the customer do not apply and are expressly rejected.

1.4 If any provision of these Terms and Conditions is invalid or nullified, the other provisions will remain in full force and effect.

2. Definitions

2.1 The following definitions apply to these Terms and Conditions:

“Client” or “Customer”: the (legal) person or entity that has engaged Algora to perform Services and which is party to the Contract;

“Parties”: Algora and the customer together

“Confidential Information”: means any information provided or communicated by the disclosing party and in any case includes all data and knowledge regarding the relationship between the Parties, the customers, suppliers and the business affairs of the other Party as well as the information expressly designated as being confidential or reasonably considered to be confidential and regardless of the form (oral, written and / or electronic) in which that information is delivered or communicated;

“Deliverables”: all reports, documents, papers, designs, software, and all other materials in whatever form, including hard copy and electronic form, agreed to be prepared by Algora as part of the Services;

“Good Industry Practice”: the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in providing services of the same kind as the Services;

“Services” the services to be provided to the customer under a Contract;

“Third-Party Conditions”: amongst others, the delivery conditions, license conditions, warranty conditions or other conditions maintained by a third party.

“Working Day(s)”: the days from Monday up to and including Friday (CET) with the exception of Dutch national holidays

“Working Hours”: the hours from Monday till Friday are any 8 hours from 8.00 till 18.00 o’clock (CET) on Working Days

3. Proposals

3.1 All proposals and offers from Algora to Customer are non-binding and are valid for four weeks from the date of the offer, unless otherwise specified in the offer.

3.2 The Customer guarantees the correctness and completeness of the information and all other data on which Algora bases its offers.

4. Prices and payment

4.1 All prices and rates are in EUR and exclusive of value added tax (VAT) and other levies which are or will be imposed by the government.

4.2 All prices and rates include travelling expenses to and from the agreed place of work in the Netherlands, but do not include business trips and/or travel abroad.

4.3 Pre-calculations and budgets issued are indicative only and no rights can be derived from these pre-calculations or budgets.

4.4 If parties have agreed on a total price for a service provided by Algora, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.

4.5 With respect to the services provided by Algora and the amounts owed by the customer, the relevant documents and data from Algora’s records or systems will provide complete evidence, without prejudice to customer’s right to provide proof of the contrary.

4.6 In the event of periodic payments, Algora may adjust its rates taking into account a notice period of one month. If customer does not agree with such adjustment, it is entitled to cancel the agreement within thirty days after the date of commencement of the adjustment. Customer shall not be entitled to terminate the agreement if it has been agreed between parties that fees will be adjusted in accordance with an index or other agreed measure.

4.7 Algora will invoice each month for the delivered  on the basis of subsequent calculation. The payment term is two weeks from the date of the invoice. Customer is not entitled to suspend any payment or to set off amounts due.

4.8 In the event of late payment, the Dutch statutory commercial interest will automatically become due on the outstanding amount. If, after notice, customer remains negligent to pay, the claim may be handed over, in which case customer is also liable for reimbursement of all legal and extrajudicial costs, including all costs calculated by external experts.

5. Commencement, Term and Renewal

5.1 The Services will commence on the date set out in the agreement unless otherwise agreed in writing between Algora and the customer.

5.2 If and insofar as the contract is a continuing performance contract, the contract shall be entered into for the term agreed between the parties therein, failing which, a term of one year shall apply.

5.3 If and insofar as the contract is a continuing performance contract, the term of the contract shall be extended, each time by one year terms, unless the customer or Algora terminates the contract in writing with due observance of a notice period of three months prior to the end of the then current term.

6. Algora Duties

6.1 Algora shall perform the Services using reasonable skill and care and in accordance with Good Industry Practice.

6.2 Unless the parties have otherwise agreed in a Contract, Services are only provided on Working Days during normal Working Hours.

6.3 All Services are performed on the basis of a best effort obligation (“inspanningsverplichting”), unless and to the extent that Algora has agreed to a specific result in the Contract and the relevant result in question is sufficiently determined.

6.4 All (delivery) periods and (delivery) dates referred to by Algora are indicative only and have been determined to the best of its knowledge on the basis of the information known to Algora when the Contract was entered into. Interim (delivery) dates referred to or agreed between the parties always count as target dates, do not bind Algora and are always only indicative. Algora will use its best efforts to comply as much as possible with the final deadlines or final (delivery) dates. Algora is not bound by a deadline or (delivery) date that cannot be met due to circumstances that have occurred after entering into the Contract or due to circumstances beyond its control. Nor is Algora bound by a deadline or (delivery) date if the parties have agreed to a change in the content or scope of the Contract (additional work, changes to specifications, etc.) or a change in the approach to the implementation of the Contract. In the event a deadline or (delivery) date cannot be met, Algora and the customer will enter into consultation to discuss the impact of the overrun on further planning. The mere fact that a (delivery) period or (delivery) date, final or otherwise, specified by Algora or agreed between the parties has been exceeded, shall not mean that Algora is in default.

6.5 If the Services need to be performed at the Client’s premises, Algora shall use reasonable endeavors to ensure that it complies with such reasonable site rules and procedures as are notified by the Client to Algora from time to time.

6.6 Subject to Algora’s obligation to perform the Services with reasonable skill and care, and in accordance with the terms of the Contract, the customer accepts and acknowledges that all Services performed by Algora reflect the state of the Client’s systems, software, data, processes, infrastructure etc. (as relevant to the Services concerned) as at the date that the Services are provided, and that the nature of the Services means that its scope and any results provided may not be exhaustive. The Client further accepts and acknowledges that the Services reflect the level of information reasonably available to Algora when performing the Services.

6.7 Algora shall only be obliged to follow timely and well-founded instructions issued by the Client during the performance of the Services if this has been agreed in writing. Algora shall not be obliged to follow instructions that change or extend the content or scope of the agreed Services. If such instructions are followed, however, compensation shall be provided for the work in question in accordance with the standard rates.

7. Client Duties

7.1 The Client shall comply with its duties and responsibilities contained in the Contract.

7.2 In order to facilitate the proper execution of the Contract by Algora, the Client shall at all times provide Algora with all data or information that Algora deems to be useful, necessary and desirable and to give its full cooperation in a timely manner. If Client deploys its own personnel within the context of providing cooperation in the execution of the Contract, these shall have the necessary knowledge, expertise and experience.

7.3 Where the Services are taking place on the Client’s premises, the Client shall ensure that the premises are safe and it shall suitable working space, including a desk, network access and, where necessary to perform the Services, access to data centres, server rooms and/or switch rooms.

7.4 The Client shall bear the risk of the selection, the use, the application and the management within its organisation of the Services and the Deliverables, data and other materials part of Services as provided by Algora.

7.5 If use needs to be made of systems, software, data, processes, infrastructure etc. for which the Client is responsible, the Client shall be responsible for selecting these and for ensuring that these are available in full and in a timely manner, with the exception of those facilities that fall under the direct use and management of Algora.

7.6 Other than in respect of an Affiliate, or where it has Algora’s prior written approval in the Contract, the Client guarantees that it is not procuring, and will not procure, the Services for a third party. Nothing shall be construed as Algora to have a direct contractual relationship with such a third party. The Client is responsible for ensuring any approved third party does not act contrary to the Contract. The Client at all times remains liable for the acts or omissions of such third party as if they were the Client’s own acts or omissions. The Client shall indemnify Algora against any and all losses, damages, fines, demands, costs, expenses, fees (including court and legal fees) and liabilities (in each case whether direct, indirect or consequential) of whatever nature incurred by Algora as a result of any claim or action brought against Algora by any third party (including the Client’s Affiliates) on whose behalf the Client has procured the Services.

8. Confidential information

8.1 Parties shall ensure that all information received from the other party which is known or reasonably known to be of a confidential nature remains confidential. The party receiving Confidential Information will use it only for the purpose for which it was provided.

8.2 Algora reserves the right to announce the existence of the agreement and the names of its clients for the purpose of references and for marketing purposes.

9. Takeover of personnel

9.1 None of the parties shall, during the term of the Contract and for a period of one year thereafter, employ or otherwise, directly or indirectly, engage employees of the other Party who are or have been involved in the execution of the Contract without the prior written consent of the other party. Such consent may be subject to conditions. For the avoidance of doubt, this article shall not prohibit either party from soliciting or hiring any person who responds to a general advertisement or solicitation not specifically directed at employees of a party of its Affiliates, including but not limited to advertisements or solicitations through newspapers, trade publications or job sites/apps.

9.2 If a party is in breach of an obligation under article 7.1, that party will be liable for immediate payment to the injured party of a penalty of EUR 50,000 per event and EUR 1,000 for each day the breach continues, notwithstanding the right of the injured party to compensation of actual damages.

10. Privacy, Data Processing and Security

10.1 If Algora considers this to be relevant for the execution of the Contract, Client will, on request, inform Algora in writing without delay the manner in which Client fulfils its obligations under legislation in the field of the protection of personal data.

10.2 Client ensures that all requirements for the legitimate processing of the personal data processed by Algora under a Contract are met.

10.3 Under the legislation on the processing of personal data (such as the General Data Protection Regulation (“Algemene Verordening Gegevensbescherming”)) Client has obligations to third parties such as the obligation to provide information, as well as the provision of access to, correcting and deleting personal data of data subjects. The responsibility for fulfilling these obligations rests entirely and exclusively with Client. Parties acknowledge that Algora is a ‘processor’ within the meaning of the General Data Protection Regulation with regard to the processing of personal data. Algora will, as far as technically possible, cooperate with the obligations to be fulfilled by Client. The costs associated with this cooperation are not included in the Fees and are entirely at the expense of Client.

10.4 Client indemnifies Algora from any legal action of third parties in connection with the processing of personal data and indemnifies and holds Algora harmless for claims of individuals whose personal data are registered or processed in the context of a personal registration held by Client or for which Client is otherwise responsible under the law, unless Client proves that the facts underlying the claim should be attributed exclusively to Algora.

10.5 The responsibility for the data processed under a Contract lies solely with Client. Client ensures that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. Client indemnifies and holds Algora harmless against any legal action of third parties in connection with these data or the execution of the Contract.

10.6 If Algora under a Contract provides information security, this will comply with the specifications agreed between parties in writing. Algora never ensures that information security is effective under all circumstances. In the absence of an agreed level of information security to be provided, information security will meet a level which, in view of the state of the art, the sensitivity of the data and the costs associated with the information security, is reasonable.

10.7 If Algora makes use of computer, data, or telecommunications facilities, Algora is entitled to assign access or identification codes to Client. Algora is entitled to change the assigned access or identification codes. Client treats the access and identification codes confidential and with care and only discloses them to authorized personnel. Algora is never liable for damages or costs resulting from use or misuse of access or identification codes unless the abuse caused as a direct result of Algora’s actions or omissions.

11. Reservation of Ownership and Rights

11.1 All matters supplied to Client shall remain the property of Algora until all Fees are fully paid by Client.

11.2 Rights, including rights of use, shall, where appropriate, be granted or transferred to Client on the condition that Client has paid all fees. If parties have agreed periodic payments for the granting of a right of use, the right of use shall be granted to Client as long as Client fulfils its periodic payment obligation.

11.3 Algora may retain the items received or Deliverables generated under the Contract, despite an existing obligation to issue or transfer, until Client has paid all Fees.

12. Intellectual property

12.1 All intellectual property rights in the Deliverables, as well as preparatory material developed or made available to Client under the Contract, remain solely with Algora, its licensors or its suppliers. Client only obtains the use rights as expressly granted by these Terms and Conditions and/or the law. Client’s use right is non-exclusive, non-transferable and not sub-licensable.

12.2 Client is not allowed to remove or change any indication of confidentiality or copyright, trademarks, trade names or any other right of intellectual property from the Deliverables.

12.3 Algora is allowed to make technical provisions to protect the Deliverables in connection with an agreed restriction in the content or duration of the right to use these. Client is not allowed to remove or circumvent such a technical provision.

12.4 Algora indemnifies Client from any legal action of a third party based on the claim that the Deliverables infringe a right of intellectual property of that third party, provided that Client promptly informs Algora in writing about the existence and content of the legal action and leaving the handling of the case, including making any settlements, entirely to Algora. To this end, Client will provide the necessary proxies, information and cooperation to Algora to defend itself, if necessary on behalf of Client, against these legal claims. This obligation to indemnify does not apply in the event that the alleged infringement relates (i) to materials made available to Algora by Client for use, processing or incorporation, or (ii) to modifications made by Client (or by a third party on behalf of Client) to the Deliverables without the written consent of Algora. If it is irrevocably established in court that the Deliverables itself infringe any right of intellectual property belonging to a third party or if, in the opinion of Algora, there is a reasonable likelihood of such an infringement occurring, Algora will, if possible, ensure that Client will be able to continue to use the supplied, or provide functionally equivalent other Deliverables. Any other or more far-reaching obligation of Algora to indemnify Client is excluded.

12.5 Client ensures that no third-party rights oppose the access by Algora to software, material intended for websites (imagery, text, music, domain names, logos, hyperlinks, etc.), data files or other materials, including design materials, for the purpose of use, processing, installation or incorporation (e.g. in a website). Client indemnifies Algora from any claim of a third party based on the claim that such making available, use, edit, installation or incorporation infringes any third-party rights.

13. Dissolution and Termination of the Contract

13.1 In the event of an attributable failure (“toerekenbare tekortkoming”) in the fulfilment of a substantial obligation under the Contract each of the parties shall have the right to rescind (“ontbinden”) the Contract provided the defaulting party has been provided with a detailed written notice of default giving the party a reasonable time period to cure the default, and the defaulting party failing to cure such default.

13.2 If Client has already received benefits under the Contract at the time of the recission referred to in article 13.1, such benefits and the related obligation to pay will not be the subject of undoing (“ongedaanmaking”). Amounts invoiced by Algora prior to the recission in connection with what has already been duly carried out or delivered pursuant to the Contract shall remain due and shall immediately be payable at the time of recission.

13.3 Client is never entitled to terminate a Contract that has been entered into for a fixed term in the interim.

13.4 A Contract which, by its nature and content, does not end with completion of the delivery, is deemed to be entered into for an indefinite period and may be terminated in writing by either Party after proper consultation with the other party and giving the reasons for termination. If no notice period has been agreed between parties, a reasonable period of notice shall be observed. Parties will never be required to pay any compensation for termination.

13.5 Each of the parties may terminate the Contract in full or in part in writing without notice if: (i) the other party is granted a suspension of payment, whether provisionally or not, (ii) bankruptcy is claimed in respect of the other party, (iii) the other party’s undertaking is liquidated or terminated, other than for the purpose of reconstruction or merger of undertakings, or (iv) the decisive control of the undertaking of Client changes. In these instances Algora shall never been required to pay any refund of amounts already received or to compensate damages. In the event of bankruptcy of Client, the right to use software, websites and the like shall laps by rule of law.

14. Liability

14.1 The total liability of Algora for damages in the event of an attributable failure (“toerekenbare tekortkoming”) to comply with the Contract or by any other account, including any failure in the fulfilment of a guarantee obligation agreed with Client, is limited to compensation of direct damages up to the maximum amount of the price for that Contract (excl. VAT) under which the damage causing event occurs. In the event of a Contract with a term of more than one year, the price for the Contract shall be set on the total of the fees (excluding. VAT) agreed for one year. In no event will the aggregate liability of Algora for direct damages, exceed € 500,000 (five hundred thousand EUR).

14.2 Algora’s liability for damages resulting from death, bodily injury or property damage is never more than EUR 1,250,000 (one million two hundred and fifty thousand EUR).

14.3 Algora’s liability for indirect damages, consequential damages, lost profits, lost savings, reduced goodwill, damages from company stagnation, damage seen as a result of claims by customers of Clients, damages related to the use of Client prescribed businesses, third-party materials or software and damages related to the use of software prescribed by Client is excluded. Also excluded is the liability of Algora for mutilation, destruction or loss of data or documents.

14.4 The exclusions and limitations of Algora liability, as defined in the previous paragraphs of this article, are without prejudice to the other exclusions and limitations of Algora liability under these General Terms and Conditions.

14.5 The exclusions and limitations referred to in the previous paragraphs of this article shall be waived if and to the extent that the damage is the result of willful intent or gross negligence (“opzet of grove schuld”) by Algora.

14.6 Unless compliance by Algora is permanently impossible, the liability of Algora because of an attributable failure in the fulfilment of a Contract arises only if Client immediately sends Algora a written notification of default, setting a reasonable time period for Algora to cure the defect, and Algora fails to cure the default after that period.

14.7 A condition for the creation of any right to compensation of damages is always that Client reports the damage in writing to Algora as soon as possible after its occurrence. Any claim for damages against Algora shall expire twelve (12) months after the onset of the claim.

15. Force Majeure

15.1 No party shall be required to fulfill an obligation, including any guarantee obligation agreed between parties, if a party is prevented from doing so due to force majeure (“overmacht”). Force majeure shall also mean: (i) force majeure of Algora suppliers, (ii) failure to properly comply with obligations by suppliers prescribed by Client, (iii) inadequacy of business, equipment, software or materials whose use is prescribed by Client to Algora, (iv) government measures, (v) electricity failure, (vi) internet failure or failure of computer network or telecommunications facilities, (vii) war, (viii) occupation, (ix) strike, (x) general transport problems and (xi) the unavailability of one or more staff.

15.2 If a force majeure situation lasts longer than thirty (30) days, each of the parties has the right to terminate the Contract in writing. In that case, what has already been provided under the Contract is settled proportionately.

16. Changes and Additional Services

16.1 If, on request or with the prior consent of Client, Algora has performed additional services outside the scope of the Services, such additional services will be paid by Client in accordance with the agreed rates and, failing that, in accordance with the then current Algora rates. Algora is not obliged to comply with such a Client request and may require a separate written Contract to be concluded for the additional services.

16.2 Client accepts that changes and additional services may affect the agreed or expected time of completion of the service and the responsibilities of Client and Algora. The fact that (the demand for) additional services occurs, is never a reason for Client to terminate the Contract.

16.3 To the extent that a fixed price has been agreed for the Services, Algora will inform Client in writing of the financial consequences of the additional services referred to in this article.

17. Transfer of Rights and Obligations

17.1 Client is not entitled to transfer the rights and/or obligations under the Contract to a third party.

17.2 Algora is entitled to transfer its claims for payment of fees to a third party.

18. Applicable Law and Disputes

18.1 These terms and condition and any Contracts between Algora and Client are governed by Dutch law. Applicability of the Vienna Convention on International Sales of Goods 1980 is excluded.

18.2 Disputes which may arise between Algora and Client as a result of a Contract or as a result of further Contracts resulting thereof shall first be settled on an amicable way between parties without prejudice to the right of each party to establish a conservatoire legal measure or start summary proceedings (“kort geding”).

18.3 Subject to article 18.2, each of the parties is entitled to refer the matter to the Dutch court in the district where Algora is established to hear the case and decide on it.