These General terms and Conditions apply to all legal relationships between PLTFRM and its customers. The General Terms and Conditions consist of two modules. A ranking system applies to these modules. In the event of conflicting provisions, the module with the highest rank (1) takes precedence over the conflicting provision in the module with the lowest rank (2).

Module 1. General Provisions

Module 2. PLTFRM On-site personnel

In these General Terms and Conditions, the following terms, always written with a capital letter and used in the singular and plural, shall have the following meanings:

a. (PLTFRM) PLTFRM B.V. has its registered office in Utrecht and is listed in the trade register of the Chamber of Commerce under number 82272468;

b. (General Terms and Conditions) the general terms and conditions of PLTFRM (to be consulted at: www.pltfrm.nl/conditions);

c. (Article) an article from these General Terms and Conditions;

d. (AVG) the Regulation (EU) 2016/679) of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);

e. (Equipment) equipment made available by PLTFRM to Customer for the purposes of a Service - in any way whatsoever;

f. (Third party/parties) the natural person(s) and/or legal entity/entities that is not involved as a contracting party in the relevant agreement is a third party in relation to those contracting parties;

g. (Service(s)) the activity that PLTFRM will perform for the Customer, as specified in the Agreement;

h. (Intellectual Property Rights) all intellectual property rights and all related rights, including but not limited to copyrights, database rights, trade name rights, trademark rights, design rights, patent rights, rights to know-how and rights to trade secrets;

i. (Hosting Service) the Service relating to making and keeping data and/or applications available remotely via the Internet or another network;

j. (Office Hours) the hours from 09:00 to 18:00 on weekdays (Monday to Friday), with the exception of public holidays recognised in the Netherlands;

k. (Customer) the natural person or legal entity that has concluded an Agreement with PLTFRM;

l. (Additional work) work or other performance that goes beyond the content and/or scope of the Services described in the Order and/or changes to them;

m. (Module) a module of these General Terms and Conditions containing provisions relating to a specific form of service;

n. (Personnel) employees, freelancers, self-employed persons without personnel and/or auxiliary persons hired in by PLTFRM from a third party, who are deployed by PLTFRM for the benefit of the Customer and/or perform work for the Customer;

o. (Offer) the offerissued to the Customer by PLTFRM, which states what the work to be carried out consists of and what fees are payable for this work;

p. (Order) the Services agreed by the Parties as described in the Offer;

q. (Agreement) the (framework)agreement between PLTFRM and Customer on the basis of which PLTFRM performs the Service for the Customer;

r. (Parties) PLTFRM and Customer;

s. (Framework Agreement) A written agreement between PLTFRM and Customer for the purpose of connecting one or more services, which is valid for a specific period, is fixed at a predetermined rate and is entered into under these General Terms and Conditions and any supplementary terms and conditions provided.

t. (In Writing) In addition to writing on paper, written also means writing on an electronic data carrier, including correspondence by e-mail and electronic agreements;

u. (Processing Agreement) the agreement in which PLTFRM and the Customer have laid down arrangements for the processing of personal data, which can be consulted at www.pltfrm.nl/dpa;

v. (Website) the website of PLTFRM, which can be consulted at www.pltfrm.nl.

1. PLTFRM will provide the Customer with an Offer in which it indicates what is included in the Service and the amount payable by the Customer if the Offer is accepted.
2. The description of the Service given in the quotation is binding. PLTFRM is not bound by any deviation in the Customer's response to acceptance, even if this response deviates from the Offer in only trivial respects.
3. An Offer is non-binding and does not oblige the Customer to do anything.
4. An Offer is valid for thirty (30) calendar days after the date of dispatch by PLTFRM, unless stated otherwise in the Offer. An expired quotation can only be accepted after PLTFRM's written approval by e-mail.
5. If it emerges that the Customer has provided incorrect information to PLTFRM on the basis of which PLTFRM has made an offer, PLTFRM reserves the right to amend the prices in the offer to reflect what may be regarded as conforming in generally accepted practice, and is obliged to justify this to the Customer with reference to this Article.
6. PLTFRM cannot be held to the offer in its Quotation if Customer can reasonably understand that the Quotation, or a part thereof, contains an apparent mistake or error in writing.
7. Customer must accept the Quotation in writing, preferably by signing the Quotation or the Framework Agreement to which the Quotation is attached.
8. Terms and conditions of customers that deviate from, or do not appear in, these General Terms and Conditions are only binding for PLTFRM if and in so far as they have been expressly accepted by PLTFRM in writing.

1. PLTFRM will perform the Order for Customer in accordance with the Agreement.
2. All services provided by PLTFRM are performed on the basis of a best-efforts obligation, unless PLTFRM has expressly guaranteed a certain precisely defined result in the Offer.
3. Customer acknowledges that the success of the Order is partly dependent on proper and timely mutual cooperation with PLTFRM. Customer will therefore cooperate fully to enable PLTFRM to perform the Agreement punctually and correctly. In particular, Customer will ensure that all data, information and/or cooperation indicated by PLTFRM as being necessary or desirable, or which Customer should reasonably understand to be necessary for performance of the Agreement, is supplied to PLTFRM correctly and in good time.
4. PLTFRM is not obliged to follow any instructions given by Customer in performing its Services, in particular if these instructions expand, supplement or otherwise change the content and/or scope of the Assignment.
5. PLTFRM will make every effort to keep the software it uses for the Order up to date. PLTFRM reserves the right not to install certain updates.
6. Customer is not permitted to give any user data granted to it by PLTFRM, including but not limited to user names and passwords, to third parties, unless this is explicitly permitted by PLTFRM in writing.
7. Customer will report relevant changes in its data, such as a change in its address and/or billing data, to PLTFRM without delay and in any case at PLTFRM's first request.
8. For the performance of the Service(s) Customer may also be bound by the terms and conditions of third parties. These terms and conditions apply between Customer and the third party or parties concerned; PLTFRM is not bound by them. Following Customer's consent, PLTFRM is entitled to enter into the agreements with third parties required for the Services on behalf of Customer. PLTFRM is not a party to such agreement(s).

1. All prices stated are exclusive of turnover tax (VAT) and other levies that have been or will be imposed by the government.
2. All prices stated are in euros, unless expressly indicated otherwise.
3. PLTFRM is entitled to increase the prices quoted in the Agreement. PLTFRM will notify Customer of this at least two months in advance. In the event of such a price increase, Client has the right to terminate the Agreement, subject to one month's notice.
4. PLTFRM will send Customer an invoice for the amount due by electronic means. The term of payment of an invoice is thirty (30) days after the date of the invoice, unless agreed otherwise.
5. If according to the Agreement the Customer consists of several persons (natural persons and/or legal entities), each person is jointly and severally liable to PLTFRM for compliance with the obligations under the Agreement.
6. If the Customer does not pay the invoice on time, he will be in default by operation of law. In such a case, Customer will owe the statutory commercial interest on the invoice amount and € 15 in administration costs (per invoice).
7. In the event of late payment, Customer shall, in addition to the amount owed, the interest thereon and the administration costs, be obliged to pay in full both the extrajudicial and judicial (collection) costs, including the costs of collection agencies, lawyers and bailiffs. The extrajudicial (collection) costs will be calculated in accordance with the Staffel Buitengerechtelijke Incassokosten (BIK), unless the actual extrajudicial (collection) costs are higher. In the latter case the extrajudicial collection costs actually incurred will be charged to the Customer.
8. In the event that PLTFRM suspends provision of the Service because the Customer has not paid on time, PLTFRM may require the Customer to pay PLTFRM an additional amount to restart the Service, such as reconnection costs, in addition to the full claim(s).
9. In the event of liquidation, suspension of payments or bankruptcy, debt rescheduling or any other circumstance as a result of which Customer can no longer dispose freely of its assets, PLTFRM is free to terminate the Agreement with immediate effect without any obligation arising on PLTFRM's part, such as the obligation to pay compensation. In such cases PLTFRM's claims against the Customer are immediately due and payable.

1. The agreement between PLTFRM and Customer takes effect when the Offer or the Agreement is signed by both parties, unless the Offer or the Agreement stipulates a different commencement date.
2. The Agreement is entered into for a definite period of time with a minimum term of twelve (12) months, unless expressly agreed otherwise. Without notice in writing, with due observance of a notice period of at least one (1) calendar month before the end of the agreed term, the Agreement shall always be extended by the same period, unless expressly agreed otherwise.
3. Each Party shall be entitled to dissolve the Agreement as a result of an attributable failure in the performance of the Agreement if the other Party continues to fail attributably in the performance of the Agreement even after proper notice of default and the expiry of the reasonable periods given therein. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that the other Party is given the opportunity to fulfil the Agreement.
4. If, at the time of dissolution, PLTFRM has already delivered Services to Customer, these delivered Services and the related payment obligation(s) are not subject to the undoing obligations as a result of the dissolution.
5. Invoices already sent by PLTFRM to Customer prior to the cancellation or dissolution in connection with what has already been performed or supplied (in part) under the Agreement must be paid by Customer. These invoice amounts are immediately due and payable at the moment of termination of the Agreement.
6. If PLTFRM applies for a suspension of payments, the Customer is entitled to continue the cooperation with the partner(s) without the intervention of PLTFRM.

1. All Intellectual Property Rights to all works developed or made available in the context of the Service, such as materials, software, websites, designs, documentation, analyses, protocols, advice, reports, offers, data files and configuration files, in respect of which Intellectual Property Rights may be vested, and their preparatory material, are vested in PLTFRM and/or its licensor(s).
2. Customer is granted only the rights of use and powers that accrue to him under the Agreement or by law.
3. The Customer is expressly not permitted to download, copy, modify, reverse engineer, publish, use for direct or indirect commercial purposes or use any information made accessible as part of the provision of the Service for any other purpose than that stated in the Agreement, unless mandatory Dutch law permits such use.
4. Customer will not remove or alter any indication(s) of confidentiality or of any Intellectual Property Right from any work of PLTFRM and its partners.
5. PLTFRM is entitled to take technical measures (visible or otherwise) to protect materials or other works. Customer is not allowed to circumvent or remove these security measures.
6.  Customer guarantees that in using the Service it will not infringe any Intellectual Property Rights of third parties. Customer indemnifies PLTFRM against all claims and other claims of third parties based on infringement(s) of Intellectual Property Rights.
7. If software is built within an ecosystem where the intellectual property lies with the Customer, this is transferred in writing directly from the building partner to the Customer.
8. If a supplier of PLTFRM develops software for the Customer, of which the intellectual property is vested with the Customer, this software, including source code, will be transferred by the supplier to the Customer in writing, directly and unconditionally.

If in the performance of the Agreement PLTFRM processes personal data of the Customer or on behalf of the Customer, the provisions of the Processing Agreement will apply. This personal data will be processed in accordance with the Processing Agreement and the applicable legislation and regulations.

The periods mentioned by PLTFRM for performance and/or completion of the Service are always of an indicative nature. Deadlines are never strict deadlines. If a term is exceeded, PLTFRM will not be in default until it has been given proper written notice of default by the Customer, in which it is granted a reasonable period of time in which to still comply. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that PLTFRM is given the opportunity to fulfil the agreement.

1. PLTFRM will make every effort to keep the Service(s) available as far as possible.
2. PLTFRM does not offer any guarantees about the availability of its Service(s), unless expressly agreed otherwise.
3. PLTFRM is entitled to put its systems or parts of them out of operation temporarily for maintenance, adjustment or improvement purposes. PLTFRM will make every effort to ensure that this work takes place as far as possible outside office hours.
4. PLTFRM undertakes to notify the Customer of planned downtime of the Service(s) in good time.

1. PLTFRM's liability for loss resulting from an attributable failure in performance, from a wrongful act or otherwise is limited per event (a series of successive events is regarded as a single event) to the amount paid out in the relevant case under PLTFRM's liability insurance policy. PLTFRM has insured its liability for EUR 1,250,000 per claim. PLTFRM accepts liability for damages up to that amount and will always first deflect it from the partners involved. A copy of the policy can be sent to the customer on request.
2. Direct damage is exclusively understood as material damage to goods.
3. Reasonable costs incurred to prevent or limit direct damage that could be expected as a result of the event on which the liability is based; and reasonable costs incurred to determine the cause of the damage.
4. If, and for whatever reason, no payment takes place under the insurance referred to above, compensation for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage, including but not limited to consequential damage, loss of profit, missed savings and damage due to business stagnation.
5. Damage caused by one or more suppliers will be recovered from that supplier or those suppliers. PLTFRM and Customer are under a mutual obligation to establish the extent of this damage and to state the legal grounds for recovering this damage in a report drawn up for this purpose, if necessary for the assessment of an independent expert, for the purpose of recovering this damage from these supplier(s).
6. The exclusions and limitations referred to in this Article will cease to apply if damage is the result of intent or deliberate recklessness on the part of PLTFRM.
7. Unless performance by PLTFRM is permanently impossible or a situation as referred to in Article 6:83(c) of the Netherlands Civil Code exists, liability on the part of PLTFRM on account of an attributable failure to perform its obligation(s) under the Agreement will only arise if the Client gives PLTFRM immediate written notice of default, granting PLTFRM a reasonable term for remedy of the failure, and PLTFRM continues to fail attributably in performance of its obligation(s) even after this term has expired. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that PLTFRM will be given the opportunity to fulfil the agreement adequately.
8. The condition for any right to compensation is always that the Customer reports the damage in writing to PLTFRM within 30 days of it arising.
9. Customer indemnifies PLTFRM against all claims and other claims by third parties and any resulting damage as a result of a failure by Customer to comply with this Agreement or any other act or omission by Customer.

1. A Party cannot be held to fulfil any obligation in the event of force majeure.
2. Force majeure exists if a Party is obstructed in the performance of its obligation(s) as a result of a circumstance that cannot be attributed to its fault, nor can it be blamed under the law, a juristic act or generally accepted practice.
3. Force majeure on the part of PLTFRM, in addition to what is understood in this regard in the law and in case law, is understood to include absence of employees due to illness and/or for the supply of the Service crucial Personnel or third parties, power failures, strikes, riots, government measures fire, natural disasters, floods, war, general transport problems, failures by PLTFRM's suppliers, failures by third parties engaged by PLTFRM, internet connection failures, hardware failures, failures in (telecommunication) networks and other unforeseen circumstances.
4. The Party that has invoked force majeure is obliged to endeavour to ensure that the force majeure situation is as short-lived as possible.
5. If a situation of force majeure continues for at least thirty (30) days, or as soon as it is clear that the situation of force majeure will last for more than three (3) months, both Parties will be entitled to dissolve the Agreement in writing, without being obliged to pay compensation for any damage resulting from this dissolution, unless the nature or scope of the failure does not justify the dissolution.

1. PLTFRM remains the owner of goods, proprietary rights and legal objects equivalent to them, such as delivered Equipment, materials, software, websites, designs, documentation, analyses, protocols, advice, reports, offers, data files and configuration files, and the rights vested in them, as long as Customer
   a. fails to comply with its obligations under the Agreement;
   b. fails to pay for work performed or to be performed under the Agreement; or
   c. has not paid claims arising from non-fulfilment of the Agreement, such as damages, interest and costs.
2. As long as the delivered goods and the rights vested in them are subject to retention of title, as referred to in the previous paragraph, the Customer may not encumber them beyond the scope of its normal business operations.
3. After PLTFRM has invoked its reservation of title, it may repossess the delivered goods, which are still subject to reservation of title. Customer allows PLTFRM to enter the place(s) where the delivered goods are located.

1. Each Party shall treat as confidential all information (in whatever form) that it receives from the other Party before, during or after the execution of the Agreement if this information contains business secrets within the meaning of the Business Secrets Protection Act, is marked as confidential or if the receiving Party knows or should reasonably know that the information was intended to be confidential. Parties will also impose this obligation on their employees.
2. PLTFRM will not take cognisance of data which Customer stores and/or distributes through its own systems and/or the systems of PLTFRM, unless:
   a. This is necessary for proper performance of the Agreement;
   b. PLTFRM is obliged to do so on the basis of a statutory provision; or
   c. PLTFRM is obliged to do this on the basis of a court order.
3. In the event that Customer acts in contravention of the provisions of paragraph 1, Customer will owe PLTFRM a penalty of €10,000 for each violation, which is immediately due and payable, plus €500 for each day or part of a day that the violation continues, without prejudice to PLTFRM's right to (additional) compensation.

1. If PLTFRM has performed work or other work at the request of or with the prior consent of the Customer that goes beyond the content or scope of the Assignment and/or Agreement, this work or work will be paid for by the Customer at the agreed (hourly) rates, or in the absence of such agreed rates at the usual (hourly) rates.
2. If Customer makes a request to PLTFRM to perform additional work, as referred to in the previous paragraph, PLTFRM is not obliged to do so. PLTFRM may require Customer to conclude a separate agreement for this (additional) work.
3. If Customer wishes to perform more work, this is no basis for Customer to dissolve or annul the Agreement.
4. If PLTFRM performs work that goes beyond the content or scope of the Order and a fixed price was agreed for that Order, PLTFRM will inform Customer in writing on request of the financial consequences of the additional work.

1. Dutch law applies to the Agreement, these General Terms and Conditions and any disputes arising from them.
2. Insofar as the rules of mandatory law do not dictate otherwise, all disputes relating to the Agreement and these General Terms and Conditions will be submitted to the competent court of the District Court of Midden-Nederland, location Utrecht.

1. PLTFRM is entitled at any time to amend and/or supplement these General Terms and Conditions. The most up-to-date General Terms and Conditions will be available on the Website or will be brought to the attention of the Customer while using the Service. If the Customer continues to use the Service and after the General Terms and Conditions have been amended and/or supplemented, the Customer thereby irrevocably accepts the amended and/or supplemented General Terms and Conditions.
2. PLTFRM expressly rejects the applicability of any general terms and conditions of the Customer.
3. If any provision of these General Terms and Conditions or the Agreement is deemed void, invalid or otherwise not applicable, the invalidity of this provision will not affect the validity of any other provision of these General Terms and Conditions or the Agreement. Parties will consult with each other to come to a new provision that approaches the old provision as closely as possible with regard to content and scope without itself being void, invalid or otherwise not applicable.
4. The version of communications and monitoring about Service(s) received or stored by PLTFRM will count as authentic and binding proof, subject to evidence to the contrary by the Customer.

The provisions contained herein apply if PLTFRM Personnel perform work on Customer's site.

1. If this is agreed in the Agreement, PLTFRM will make Personnel available to Customer in order to perform work at Customer's premises in the manner agreed in the Agreement.
2. PLTFRM will make every effort to ensure that Personnel that is to perform work for the Customer has the right competencies to perform this work carefully.
3. Unless expressly agreed otherwise, Customer is not entitled to make a choice as to particular Personnel to be made available.
4. PLTFRM is entitled at any time and at any stage to replace the (committed) Personnel with other Personnel with similar competences.

1. Customer shall give PLTFRM Personnel access to the location(s) where the Personnel must be present for appointments, must perform work and to the locations to which the Personnel must reasonably have access in order to perform their work carefully.
2. The Customer shall provide the Personnel with a working environment where the Personnel are safe and can carry out their work with due care.
3. Customer shall provide PLTFRM Personnel with all necessary support for the performance of the work.

1. During the term of the Agreement and for two (2) years afterwards Customer is not permitted to employ PLTFRM Personnel or otherwise have them work for it, directly or indirectly, unless PLTFRM has given its express permission for this in writing.
2. In the event that Customer acts in contravention of the provisions of the previous paragraph, Customer will owe PLTFRM a penalty of € 10,000 for each violation, which is immediately due and payable, plus € 500 for each day or part of a day that the violation continues, without prejudice to PLTFRM's right to (additional) compensation.