General terms and conditions

General terms and conditions of Digital Bean B.V.

Email: info@digitalbean.nl
Website: https://digitalbean.nl/

This is an English translation of the Dutch general terms and conditions of Digital Bean. In the event of any discrepancy between the two versions, the Dutch version prevails.

Article 1 – Definitions

1. Digital Bean B.V.: Digital Bean B.V., established in Bussum, Chamber of Commerce (KvK) number 93899386.
2. Client: the party with whom Digital Bean B.V. has entered into an agreement.
3. Parties: Digital Bean B.V. and the Client together.
4. Consumer: a Client who is also an individual acting in a private capacity.

Article 2 – Applicability

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and supplies of services or products by or on behalf of Digital Bean B.V..
2. Digital Bean B.V. and the Client may only deviate from these terms and conditions if agreed in writing.
3. Digital Bean B.V. and the Client expressly exclude the applicability of the Client's or any other party's general terms and conditions.

Article 3 – Quotations and offers

1. Offers and quotations from Digital Bean B.V. are without obligation, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum of 1 month, unless a different period is stated in the offer or quotation.
3. If the Client does not accept an offer or quotation within the applicable period, the offer or quotation lapses.
4. Offers and quotations do not apply to repeat orders, unless Digital Bean B.V. and the Client agree otherwise in writing.

Article 4 – Acceptance

1. Upon acceptance of a non-binding quotation or offer, Digital Bean B.V. may still withdraw the quotation or offer within 3 days of receiving the acceptance, without the Client being able to derive any rights from this.
2. Verbal acceptance by the Client is only binding on Digital Bean B.V. after the Client has confirmed it in writing or electronically.

Article 5 – Prices

1. Digital Bean B.V. states its prices in euros, excluding VAT and excluding any other costs such as administration or shipping costs, unless agreed otherwise in writing.
2. Digital Bean B.V. may always change the prices of its services and products on its website and in other publications.
3. The price for a service is determined by Digital Bean B.V. based on the hours actually spent.
4. The price is calculated according to Digital Bean B.V.'s usual hourly rates, applicable for the period in which it carries out the work, unless a different hourly rate has been agreed.
5. When Digital Bean B.V. and the Client agree on a total amount for the services, this is always an estimated price, unless agreed otherwise in writing..
6. Digital Bean B.V. may deviate from the estimated price by up to 10%.
7. Digital Bean B.V. must inform the Client in good time why a higher price is justified, when the estimated price is going to be more than 10% higher.
8. The Client may cancel the part of the assignment that exceeds the estimated price (increased by 10%), when the estimated price is going to be more than 10% higher.
9. Digital Bean B.V. may adjust its prices annually.
10. Digital Bean B.V. will notify the Client of price adjustments before they take effect.
11. The consumer may terminate the agreement with Digital Bean B.V. if they do not agree with the price increase.

Article 6 – Payments and payment term

1. When entering into the agreement, Digital Bean B.V. may require a deposit of up to 50% of the agreed amount.
2. The Client must settle a payment in arrears within 14 days of delivery.
3. The payment terms used by Digital Bean B.V. are strict deadlines. This means that if the Client has not paid the agreed amount by the last day of the payment term at the latest, the Client is automatically in default, without Digital Bean B.V. having to send the Client a reminder or notice of default.
4. Digital Bean B.V. may make a delivery conditional on immediate payment, or require security for the total amount of the services or products.

Article 7 – Consequences of late payment

1. If the Client does not pay within the agreed term, Digital Bean B.V. may charge the statutory interest per month for commercial transactions from the day the Client is in default, with part of a month counted as a full month.
2. When the Client is in default, the Client must also pay extrajudicial collection costs and any damages to Digital Bean B.V..
3. The collection costs are calculated in accordance with the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
4. If the Client does not pay on time, Digital Bean B.V. may suspend its obligations until the Client has paid.
5. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the Client, Digital Bean B.V.'s claims against the Client are immediately due and payable.
6. If the Client refuses to cooperate in the performance of the agreement by Digital Bean B.V., the Client must still pay the agreed price.

Article 8 – Right of suspension

1. The Client hereby waives the right to suspend performance of any obligation arising from this agreement.

Article 9 – Set-off

1. The Client waives the right to set off a debt owed to Digital Bean B.V. against a claim on Digital Bean B.V..

Article 10 – Insurance

1. The Client must adequately insure and keep insured the following items against, among other things, fire, explosion and water damage, and theft:
   • items supplied that are necessary for the performance of the underlying agreement
   • items belonging to Digital Bean B.V. that are present at the Client's premises
   • items supplied under retention of title
2. At Digital Bean B.V.'s first request, the Client will provide the policy for these insurances for inspection.

Article 11 – Warranty

1. When the Client and Digital Bean B.V. enter into an agreement of a service-providing nature, this agreement only contains a best-efforts obligation for Digital Bean B.V., and therefore not an obligation to achieve a specific result.

Article 12 – Performance of the agreement

1. Digital Bean B.V. performs the agreement to the best of its insight and ability and in accordance with the standards of good workmanship.
2. Digital Bean B.V. may have the agreed services performed, in whole or in part, by others.
3. The agreement is performed in consultation and after written approval and payment of any advance by the Client.
4. The Client must ensure that Digital Bean B.V. can start performing the agreement on time.
5. If the Client fails to ensure that Digital Bean B.V. can start on time, the resulting additional costs are for the Client's account.

Article 13 – Provision of information by the Client

1. The Client makes all information, data and documents relevant to the correct performance of the agreement available to Digital Bean B.V. in good time, in the desired form and in the desired manner.
2. The Client is responsible for the accuracy and completeness of the information, data and documents provided, even if these originate from third parties, unless the nature of the agreement dictates otherwise.
3. When and to the extent the Client requests it, Digital Bean B.V. will return the relevant documents.
4. If the Client fails to make available, or does not make available in time or properly, the information, data or documents reasonably required by Digital Bean B.V., and the performance of the agreement is delayed as a result, the resulting additional costs and additional hours are for the Client's account.

Article 14 – Duration of a service agreement

1. The agreement between Digital Bean B.V. and the Client regarding a service or services is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or a different arrangement is agreed.
2. If the Client enters into a fixed-term agreement, this agreement is tacitly converted into an agreement for an indefinite period after the term ends, unless one of the parties terminates the agreement with a notice period of 2 months, or a consumer terminates the agreement with a notice period of 1 month, in which case the agreement ends automatically.

Article 15 – Terminating an indefinite-term service

1. The Client may terminate an indefinite-term service agreement with a notice period of 2 months.
2. A consumer may terminate an indefinite-term service agreement with a notice period of 1 month.

Article 16 – Confidentiality

1. The Client keeps confidential any information, in whatever form, that it receives from Digital Bean B.V..
2. The same applies to all other information concerning Digital Bean B.V. that the Client knows, or could reasonably suspect, to be secret or confidential, or that the Client could expect to cause damage to Digital Bean B.V. if disclosed.
3. The Client takes all necessary measures to ensure that it keeps the information in paragraphs 1 and 2 confidential.
4. The confidentiality obligation described in this article does not apply to information:
   • that was already public before the Client learned of it, or that later became public other than as a result of a breach of the Client's confidentiality obligation
   • that the Client discloses under a statutory obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after it ends.

Article 17 – Penalty clause

1. If the Client breaches the article on confidentiality or intellectual property, the Client must pay Digital Bean B.V. an immediately payable penalty for each breach.
2. If the Client is a consumer, the penalty referred to in paragraph 1 is: €1,000.
3. If the Client is not a consumer, the penalty referred to in paragraph 1 is: €5,000
4. In addition, the Client must pay an amount of 5% of the applicable amount in paragraph 2 or 3 for each day the breach continues.
5. The Client must pay the penalty in paragraph 1 without any notice of default or legal proceedings being required. Nor does there need to be any actual damage.
6. In addition to the penalty in paragraph 1, Digital Bean B.V. may also claim damages from the Client.

Article 18 – Indemnification

1. The Client indemnifies Digital Bean B.V. against all claims from others relating to the products and/or services supplied by Digital Bean B.V..

Article 19 – Complaints

1. The Client must inspect a product delivered or service provided by Digital Bean B.V. as soon as possible for any defects.
2. If a delivered product or provided service does not meet what the Client could reasonably expect, the Client must notify Digital Bean B.V. of this within 1 month of discovering the defect.
3. A consumer must notify Digital Bean B.V. of this no later than 2 months after discovering the defect.
4. The Client provides as detailed a description of the defect as possible, so that Digital Bean B.V. can respond appropriately.
5. The Client must demonstrate that the complaint relates to an agreement between the Client and Digital Bean B.V..
6. If a complaint concerns ongoing work, the Client cannot demand that Digital Bean B.V. carry out work other than what has been agreed.

Article 20 – Notice of default

1. The Client must notify Digital Bean B.V. of any notice of default in writing.
2. The Client is responsible for ensuring that its notice of default actually reaches Digital Bean B.V. in time.

Article 21 – Liability of the Client

1. When Digital Bean B.V. enters into an agreement with multiple Clients, each of them is jointly and severally liable for compliance with the arrangements in that agreement.

Article 22 – Liability of Digital Bean B.V.

1. Digital Bean B.V. is only liable for damage suffered by the Client if that damage was caused by intent or deliberate recklessness.
2. When Digital Bean B.V. is liable for damage, this only applies to direct damage related to the performance of an underlying agreement.
3. Digital Bean B.V. is not liable for indirect damage, such as consequential damage, loss of profit or damage to third parties.
4. When Digital Bean B.V. is liable, this liability is limited to the amount paid out under a (professional) liability insurance policy taken out. If no insurance has been taken out, or no amount is paid out, liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photographs, colours, drawings and descriptions on the website or in a catalogue are indicative only and cannot give rise to any compensation, dissolution or suspension.

Article 23 – Limitation period

1. Any right of the Client to compensation from Digital Bean B.V. lapses 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provision of Section 6:89 of the Dutch Civil Code.

Article 24 – Dissolution

1. The Client may dissolve the agreement if Digital Bean B.V. is attributably in default in fulfilling its obligations, unless this default does not justify dissolution because of its special nature or minor significance.
2. If it is still possible for Digital Bean B.V. to fulfil its obligations, dissolution can only take place after Digital Bean B.V. is in default.
3. Digital Bean B.V. may dissolve the agreement with the Client if the Client does not fully or timely fulfil its obligations under the agreement, or if Digital Bean B.V. has become aware of circumstances giving it good reason to assume that the Client will not fulfil its obligations.

Article 25 – Force majeure

1. In addition to Section 6:75 of the Dutch Civil Code, a default by Digital Bean B.V. cannot be attributed to Digital Bean B.V. by the Client where there is force majeure.
2. The force majeure situation in paragraph 1 also includes, among other things:
   – a state of emergency such as civil war or a natural disaster
   – non-performance or force majeure on the part of suppliers, couriers or others
   – power, electricity, internet, computer or telecom failures
   – computer viruses
   – strikes
   – government measures
   – transport problems
   – poor weather conditions
   – work stoppages
   – servers being deleted by the hosting provider

1. If a force majeure situation occurs as a result of which Digital Bean B.V. cannot fulfil one or more obligations towards the Client, those obligations are suspended until Digital Bean B.V. is able to fulfil them.
2. From the moment a force majeure situation has lasted at least 30 calendar days, both the Client and Digital Bean B.V. may dissolve the agreement in writing, in whole or in part.
3. Digital Bean B.V. does not have to pay the Client any compensation in a force majeure situation, even if Digital Bean B.V. benefits from it.

Article 26 – Amendment of the agreement

1. When it is necessary for its performance to amend a concluded agreement, the Client and Digital Bean B.V. may adjust the agreement.

Article 27 – Amendment of the general terms and conditions

1. Digital Bean B.V. may amend these general terms and conditions.
2. Digital Bean B.V. may always implement changes of minor importance.
3. Digital Bean B.V. will discuss substantial changes with the Client in advance as much as possible.
4. In the event of a substantial change to the general terms and conditions, a consumer may terminate the underlying agreement.

Article 28 – Transfer of rights

1. The Client cannot transfer rights under an agreement with Digital Bean B.V. to others without Digital Bean B.V.'s written consent.
2. This provision applies as a stipulation with effect under property law, as referred to in Section 3:83(2) of the Dutch Civil Code.

Article 29 – Consequences of nullity or voidability

1. If one or more provisions of these general terms and conditions prove to be void or voidable, this does not affect the other provisions of these terms and conditions.
2. A provision that is void or voidable will in that case be replaced by a provision that most closely reflects what Digital Bean B.V. had in mind on that point when drafting these terms and conditions.

Article 30 – Applicable law and competent court

1. Dutch law applies to these general terms and conditions and any underlying agreement between the Client and Digital Bean B.V..
2. The court in the district of Digital Bean B.V.'s place of business has exclusive jurisdiction to hear any disputes between the Client and Digital Bean B.V., unless the law provides otherwise.

Drawn up on 22 July 2024.