GENERAL TERMS AND CONDITIONS

Article 1 – Definitions

In these general terms and conditions, the following definitions apply:

1. "Commerant": Commerant, established at Oder 20, 2491 DC Den Haag, registered with the Chamber of Commerce under number 42105683, provider of B2B messaging services and software.
2. "Client": the natural person or legal entity acting in the course of a profession or business (B2B) that concludes an Agreement with Commerant.
3. "Agreement": the arrangements recorded in writing or electronically between Commerant and the Client.
4. "B2B messaging": the automated exchange of business messages between organisations in standardised electronic formats – including EDI (Electronic Data Interchange/EDIFACT), XML, ANSI X12, Peppol or similar.
5. "Services": all products, software, integrations, maintenance, support and other services in the field of B2B messaging to be provided by Commerant.
6. "Users": employees or authorised third parties who use the Services on behalf of the Client.

Article 2 – Applicability

7. These general terms and conditions apply to all offers, quotations, Agreements and deliveries by Commerant to the Client.
8. Deviations from these terms are only valid if expressly agreed in writing.
9. The applicability of the Client's own general terms and conditions is expressly rejected.
10. If any provision of these terms is null or voidable, the remaining provisions remain in full force.

Article 3 – Offers and Quotations

11. All offers and quotations by Commerant are without obligation and valid for 30 days, unless stated otherwise.
12. An Agreement is formed by the Client's written acceptance of the quotation or by the commencement of the Services.
13. Commerant is entitled to refuse an assignment without stating reasons.

Article 4 – Performance of the Services

14. Commerant will perform the Services to the best of its knowledge and ability, in accordance with the standards of good workmanship.
15. Commerant has the right to engage third parties in the performance of the Agreement.
16. The Client provides in good time all information, cooperation and access necessary for the performance of the Services.
17. Commerant is not liable for damage arising from the failure to provide data, or the untimely or incorrect provision of data, by the Client.
18. All stated delivery times are indicative and never constitute a strict deadline, unless expressly agreed otherwise in writing.

Article 5 – Rates and Payment

19. All prices are in euros and exclusive of VAT, unless stated otherwise.
20. Commerant is entitled to index its rates annually on the basis of the CBS consumer price index, with a minimum of 3%, after written notice.
21. Invoicing takes place monthly in advance for subscription services, and in arrears for other services, unless agreed otherwise.
22. Payment must be made within 30 days of the invoice date, without any right to set-off or suspension.
23. If the payment term is exceeded, the Client is in default by operation of law and Commerant is entitled to charge statutory commercial interest (art. 6:119a Dutch Civil Code) and extrajudicial collection costs.
24. Commerant is entitled to block access to the Services in the event of a payment arrears of more than 14 days, without prejudice to the right to full payment.

Article 6 – Intellectual Property

25. All intellectual property rights in software, documentation, methods and other materials developed by Commerant vest exclusively in Commerant.
26. The Client obtains only a non-exclusive, non-transferable right of use for the duration of the Agreement.
27. The Client is not permitted to copy, decompile, reverse-engineer or make the software available to third parties.
28. Data processed by the Client via the B2B messaging services remain the property of the Client.

Article 7 – Confidentiality

29. The parties are obliged to keep confidential all confidential information they receive from each other in the context of the Agreement.
30. Commerant will not provide the Client's confidential business information and message data to third parties, unless required by law.
31. This confidentiality obligation also applies after termination of the Agreement, for a period of five (5) years.

Article 8 – Data Protection and GDPR

32. Insofar as Commerant processes personal data on behalf of the Client in the context of the Services, Commerant acts as a processor within the meaning of the General Data Protection Regulation (GDPR).
33. Where necessary, the parties conclude a separate data processing agreement in accordance with art. 28 GDPR.
34. Commerant takes appropriate technical and organisational measures to secure personal data.

Article 9 – Liability

35. Commerant's liability is limited to direct damage and amounts to no more than the amount paid by the Client to Commerant in the three (3) months preceding the damage-causing event.
36. Commerant is never liable for indirect damage, consequential damage, lost profit, loss of data or business interruption.
37. A condition for any right to compensation is that the Client holds Commerant liable in writing and with reasons as soon as possible, but no later than within 30 days of discovering the damage.
38. The limitations of liability do not apply in the event of intent or deliberate recklessness on the part of Commerant.

Article 10 – Force Majeure

39. Commerant is not obliged to perform any obligation if it is prevented from doing so due to force majeure, including: failures at third parties (telecom, internet, cloud), government measures, hacking attacks, fire, and strikes.
40. In the event of force majeure lasting more than 60 consecutive days, both parties are entitled to dissolve the Agreement in writing, without any right to compensation.

Article 11 – Term and Termination

41. The Agreement is entered into for the term stated in the quotation or agreement. In the absence of a specified term, a term of one (1) year applies.
42. After expiry, the Agreement is tacitly renewed for the same period, unless one of the parties gives written notice of termination no later than 3 months before the end.
43. Commerant is entitled to dissolve the Agreement with immediate effect if the Client is declared bankrupt, applies for a suspension of payments, or seriously breaches its obligations.
44. After termination of the Agreement, the Client is entitled to retrieve its data for 30 days. Thereafter, Commerant may delete this data.

Article 12 – Complaints and Disputes

45. Complaints about the Services must be submitted to Commerant in writing and with reasons within 14 days of discovery, failing which the right to complain lapses.
46. In the event of disputes, the parties will first attempt to reach an amicable solution.
47. All Agreements with Commerant are governed exclusively by Dutch law.
48. Disputes are submitted exclusively to the competent court in the district where Commerant is established.

Article 13 – Amendment of the Terms

49. Commerant is entitled to amend these general terms and conditions. Amended terms are communicated in writing or by e-mail at least 30 days before they take effect.
50. If the Client does not agree to the amended terms, it has the right to terminate the Agreement as of the date on which the amendment takes effect.