Software Development, Consultancy and Professional Services

These General Terms and Conditions apply to services provided by Euro-Smartict B.V., a company incorporated under the laws of the Netherlands (“Euro-Smartict” or the “Company”), unless otherwise expressly agreed in writing.

1. Definitions

For purposes of these Terms and Conditions:

“Client” means the legal entity entering into an Agreement with Euro-Smartict.

“Agreement” means the agreement between Euro-Smartict and the Client, including an accepted proposal, quotation, Statement of Work, order, project agreement or other document describing the Services and Deliverables, together with these Terms and Conditions.

“Services” means consultancy, advisory, assessment, architecture, engineering, software development, integration, implementation, testing, support or other professional services provided by Euro-Smartict.

“Deliverables” means any software, documentation, reports, assessments, architectures, designs, configurations, specifications or other work products expressly identified as deliverables under an Agreement.

“Software” means software developed, configured or supplied by Euro-Smartict under an Agreement, including applicable programs, applications, components and associated documentation.

“Background IP” means intellectual property, software, libraries, frameworks, methodologies, templates, tools, know-how, designs, concepts and other materials owned, developed or acquired by a party independently of the Agreement or developed for general reuse.

“Third-Party Materials” means software, components, libraries, services or other materials owned or licensed by third parties, including open-source software.

2. Applicability and Agreement

2.1 These Terms and Conditions apply to all proposals, quotations, Agreements, Services and Deliverables provided by Euro-Smartict unless expressly agreed otherwise in writing.

2.2 Specific terms contained in an Agreement or Statement of Work shall prevail over these Terms and Conditions to the extent of any conflict.

2.3 Any general or purchasing conditions of the Client are excluded unless expressly accepted by Euro-Smartict in writing.

2.4 Changes to an Agreement are valid only when agreed in writing by authorized representatives of both parties.

3. Services and Scope

3.1 Euro-Smartict shall provide the Services with reasonable professional skill and care and in accordance with the scope agreed between the parties.

3.2 The scope, assumptions, Deliverables, responsibilities, dependencies, planning and applicable fees shall be defined in the relevant proposal, quotation, Statement of Work or Agreement.

3.3 Euro-Smartict may rely on information, documentation, systems and instructions provided by the Client. The Client is responsible for ensuring that such information is accurate and sufficiently complete for performance of the Services.

3.4 Changes to scope, requirements, assumptions, dependencies or Deliverables may affect fees, resources and delivery schedules and shall be handled through written agreement between the parties.

4. Client Responsibilities

4.1 The Client shall provide timely access to personnel, information, systems, facilities and other resources reasonably required for Euro-Smartict to perform the Services.

4.2 The Client shall make decisions, provide approvals and supply requested information within reasonable timeframes.

4.3 Euro-Smartict shall not be responsible for delays or additional costs resulting from delayed Client decisions, unavailable resources, inaccurate information or other circumstances attributable to the Client.

4.4 The Client remains responsible for its business decisions, operational environment, security policies and the lawful use of any Deliverables or Software.

5. Delivery and Acceptance

5.1 Euro-Smartict shall use reasonable efforts to deliver the Services and Deliverables according to the agreed planning. Unless expressly stated otherwise, delivery dates are estimates and depend on timely cooperation by the Client and relevant third parties.

5.2 Where formal acceptance applies, the applicable acceptance criteria and test procedure should be defined in the Agreement or Statement of Work.

5.3 Unless otherwise agreed, the Client shall review a Deliverable within thirty (30) days following delivery and notify Euro-Smartict in writing of any material non-conformity with the agreed requirements.

5.4 Euro-Smartict shall correct verified material non-conformities falling within the agreed scope within a reasonable period.

5.5 A Deliverable shall be deemed accepted when:

a. the Client confirms acceptance in writing;
b. the Client uses the Deliverable in production or for its intended operational purpose; or
c. the acceptance period expires without Euro-Smartict receiving written notice identifying a material non-conformity.

5.6 Consultancy reports, assessments, architecture documents and similar professional Deliverables shall be considered delivered when made available to the Client. Any agreed review and correction process shall relate to conformity with the agreed scope and shall not constitute an unlimited acceptance period.

6. Fees, Invoicing and Payment

6.1 Fees and payment arrangements shall be specified in the applicable proposal, quotation, Statement of Work or Agreement.

6.2 Unless otherwise agreed, fees are exclusive of VAT and any other applicable taxes, duties and reasonable expenses.

6.3 Invoices shall be payable within the payment period specified on the invoice or in the Agreement.

6.4 The Client shall notify Euro-Smartict promptly of any good-faith dispute concerning an invoice. The undisputed portion of an invoice shall remain payable when due.

6.5 Euro-Smartict may suspend performance following reasonable written notice if undisputed amounts remain overdue.

7. Intellectual Property Rights

7.1 Each party retains ownership of its Background IP.

7.2 Unless expressly agreed otherwise in writing, all intellectual property rights in Euro-Smartict’s Background IP, methodologies, frameworks, reusable software components, libraries, tools, templates, know-how, architectures and generally applicable technology remain the exclusive property of Euro-Smartict.

7.3 Ownership and licensing of Deliverables specifically developed for the Client shall be determined by the applicable Agreement or Statement of Work.

7.4 Unless ownership is expressly transferred in writing, Euro-Smartict retains ownership of the Software and grants the Client a non-exclusive, non-transferable right to use the Software for the purposes and within the scope specified in the Agreement.

7.5 Any agreed transfer of intellectual property rights shall not include Euro-Smartict Background IP unless expressly identified and transferred in writing.

7.6 Euro-Smartict remains entitled to use general knowledge, experience, concepts, techniques and know-how acquired in performing the Services, provided that this does not disclose Client Confidential Information or Client-owned intellectual property.

7.7 Third-Party Materials remain subject to the applicable third-party licence terms.

8. Third-Party and Open-Source Software

8.1 Deliverables may incorporate or interact with Third-Party Materials where appropriate.

8.2 Third-Party Materials remain subject to their respective licence terms, warranties and restrictions.

8.3 Euro-Smartict shall not be responsible for defects, discontinuation, security vulnerabilities, licensing changes or other circumstances relating to Third-Party Materials that are outside Euro-Smartict’s reasonable control.

8.4 Where commercially or technically relevant, Euro-Smartict shall identify material Third-Party Materials incorporated into custom-developed Software.

9. Warranty

9.1 Euro-Smartict warrants that Services shall be performed with reasonable professional skill and care.

9.2 Unless otherwise agreed, Euro-Smartict warrants for a period of ninety (90) days following acceptance that custom-developed Software shall materially conform to the agreed specifications.

9.3 During the warranty period, Euro-Smartict shall correct reproducible material defects that constitute a failure to meet the agreed specifications, provided such defects are reported with sufficient information to enable investigation.

9.4 The warranty does not apply to issues resulting from:

a. misuse or use outside the agreed purpose;
b. modifications not performed or authorized by Euro-Smartict;
c. third-party software, hardware or services;
d. changes to the Client’s environment after delivery;
e. failure to follow applicable documentation or operational requirements; or
f. circumstances outside Euro-Smartict’s reasonable control.

9.5 Support, maintenance, updates and enhancements following the warranty period shall be subject to a separate agreement where applicable.

10. Information Security

10.1 Each party shall apply reasonable organizational and technical measures appropriate to protect information and systems under its control in connection with the Agreement.

10.2 Euro-Smartict shall handle Client information in accordance with agreed security requirements and applicable law.

10.3 Unless expressly agreed otherwise, the Client remains responsible for the security, backup, availability and operation of its systems, environments and data.

10.4 Where specific security, certification, audit or regulatory requirements apply to a project, these shall be identified in the relevant Agreement or Statement of Work.

11. Data Protection

11.1 Each party shall comply with applicable data protection legislation, including the General Data Protection Regulation (GDPR), where applicable.

11.2 Where Euro-Smartict processes personal data on behalf of the Client as a processor, the parties shall enter into an appropriate data processing agreement where required by applicable law.

11.3 The Client is responsible for ensuring that it has a lawful basis for providing personal data to Euro-Smartict and for issuing any required instructions regarding such processing.

12. Confidentiality

12.1 Each party shall treat as confidential all non-public business, technical, commercial and other information received from the other party that is identified as confidential or that should reasonably be understood to be confidential.

12.2 Confidential Information shall be used solely for the purposes of the Agreement and shall not be disclosed to third parties except:

a. to personnel, professional advisers or subcontractors who require access for performance of the Agreement and are subject to appropriate confidentiality obligations;
b. with the prior written consent of the disclosing party; or
c. where disclosure is required by applicable law or competent authority.

12.3 Confidentiality obligations shall survive termination of the Agreement.

12.4 These obligations do not apply to information that the receiving party can demonstrate was lawfully known before disclosure, independently developed, publicly available without breach of confidentiality, or lawfully obtained from another source without confidentiality restrictions.

13. Limitation of Liability

13.1 Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.

13.2 Subject to Clause 13.1, Euro-Smartict shall not be liable for indirect, consequential or special damages, including loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or loss of goodwill.

13.3 Subject to Clause 13.1, Euro-Smartict’s aggregate liability arising from an Agreement shall be limited to the fees paid or payable by the Client under the Agreement giving rise to the claim during the twelve (12) months preceding the event giving rise to liability, unless a different limitation is expressly agreed in writing.

13.4 Euro-Smartict shall not be liable for loss or corruption of data to the extent that such loss could reasonably have been prevented through appropriate backup and recovery measures for which the Client was responsible.

13.5 Any liability relating to third-party products or services shall be limited to the extent that Euro-Smartict is able to recover such liability from the relevant third party, unless otherwise required by applicable law.

14. Indemnification

14.1 Each party shall remain responsible for claims resulting from its own unlawful conduct, infringement of third-party rights or breach of its obligations under the Agreement.

14.2 The Client shall indemnify Euro-Smartict against third-party claims resulting from unlawful or unauthorized use of the Deliverables by the Client or from materials, instructions or content supplied by the Client that infringe third-party rights.

14.3 Any specific intellectual-property indemnities applicable to custom Software or other Deliverables shall be defined in the relevant Agreement where required.

15. Force Majeure

15.1 Neither party shall be liable for delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.

15.2 The affected party shall notify the other party within a reasonable period and shall use reasonable efforts to mitigate the impact.

15.3 If a force majeure situation continues for a prolonged period materially preventing performance, either party may terminate the affected part of the Agreement upon reasonable written notice.

16. Term and Termination

16.1 The term of an Agreement shall be as specified in the applicable proposal, Statement of Work or Agreement.

16.2 Either party may terminate an Agreement for material breach if the other party fails to remedy that breach within a reasonable cure period following written notice.

16.3 Where an Agreement provides for termination for convenience, the applicable notice period shall be specified in that Agreement.

16.4 Upon termination, the Client shall pay all undisputed fees for Services performed, Deliverables completed and non-cancellable commitments incurred up to the effective termination date.

16.5 Termination shall not affect rights and obligations intended to survive termination, including provisions concerning intellectual property, confidentiality, payment obligations, limitation of liability and governing law.

16.6 Any licence validly granted for completed and paid Deliverables shall continue according to its agreed licence terms unless the Agreement expressly provides otherwise.

17. Subcontractors

17.1 Euro-Smartict may use qualified employees, consultants or subcontractors in performing the Services while remaining responsible for its contractual obligations to the Client.

17.2 Where access to Client Confidential Information or personal data is required, appropriate confidentiality and data-protection obligations shall apply.

18. Governing Law and Disputes

18.1 These Terms and all Agreements between Euro-Smartict and the Client shall be governed by the laws of the Netherlands.

18.2 The parties shall first attempt in good faith to resolve any dispute through consultation between authorized representatives.

18.3 Unless the parties expressly agree to another dispute-resolution mechanism in writing, disputes that cannot be resolved amicably shall be submitted to the competent courts in the Netherlands.

19. Miscellaneous

19.1 Neither party may assign an Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, except as part of a corporate restructuring, merger or transfer of substantially all relevant business assets, subject to applicable law.

19.2 If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect. The parties shall replace the affected provision with a valid provision that most closely reflects its intended commercial purpose.

19.3 Failure to enforce a provision shall not constitute a waiver of that provision or any other right.

19.4 Notices under an Agreement shall be provided through the communication channels specified in that Agreement.

19.5 The Agreement, together with documents expressly incorporated into it, constitutes the entire agreement between the parties concerning its subject matter and supersedes prior representations or understandings concerning that subject matter.

20. Acceptance

By entering into an Agreement that incorporates these Terms and Conditions, accepting a proposal or quotation referring to these Terms, or otherwise expressly agreeing to them, the Client agrees to be bound by these Terms and Conditions.

Date: 01-01-2026