NLdigital Terms & Conditions

Chapter 1. General provisions

This chapter always applies, regardless of the type of product or service that supplier delivers. This chapter provides for the overarching topics such as the applicability of these NLdigital Terms, applicable law, competent court, the duration of the agreement, intellectual property, confidentiality and liability.

Article 1 - Applicability NLdigital Terms

1.1 These NLdigital Terms 2025 (hereinafter also to be referred to as: NLdigital Terms) apply to all offers and agreements wherein supplier delivers to client.

1.2 Client and supplier make arrangements about the reciprocal performances, including about price and payment and about what is included in the price or not. Everything in these NLdigital Terms applies only in the event that parties have not made any explicit written arrangements to the contrary.

1.3 Client's purchase or other terms do not apply and are explicitly excluded.

1.4 If supplier makes products or services of a third party supplier available to client, the licensing or sales terms of this third party supplier apply to the relationship between supplier and client, if these licensing or sales terms have been declared applicable by supplier and client has been given a reasonable opportunity to take note hereof.

1.5 If, for any reason whatsoever, the terms of a third party supplier do not or no longer apply between client and supplier, these NLdigital Terms apply in full.

1.6 If a part of these NLdigital Terms is null and void or is annulled, the remainder of these NLdigital Terms remain fully applicable and effective.

Article 2 - Offers

All of supplier's offers and other forms of communication are without obligation, unless supplier indicates otherwise in writing. Client guarantees the correctness and completeness of the information provided, with the exception of obvious typing errors, by or on behalf of client to supplier and on which information supplier has based its offer.

Article 3 - Price and payment

3.1 All prices are in euros, exclusive of turnover tax (VAT) and exclusive of other product or service-specific levies imposed by authorities.

3.2 Client cannot derive any rights from any budget issued by supplier. A budget communicated by client is considered a fixed or alternative price arrangement only if this has been explicitly agreed by parties in writing.

3.3 If client consists of several legal or natural persons, each of these persons is jointly and severally liable to supplier for the performance of the agreement.

3.4 Where the activities performed by supplier and the sums due by client for these activities are concerned, the information in supplier's administration provides full evidence, without prejudice to client's right to provide evidence to the contrary.

3.5 In the event client is under a periodic payment obligation, supplier may adjust the applicable prices and rates, in writing and in accordance with the index or any other criterion included in the agreement, within the period specified in the agreement.

3.6 In their agreement parties lay down the date or dates on which supplier invoices the fee for the activities agreed on with client. Any sums due are paid by client in accordance with the payment terms agreed on or as stated in the invoice. Client may not suspend any payments or set off any of the sums due.

3.7 If client fails to pay the sums due or does not pay these on time, client must pay the statutory interest for commercial agreements on any outstanding sum, without a reminder or notice of default being required.

Article 4 - Duration of the agreement

4.1 If the agreement between parties is a continuing performance contract, the term agreed on by parties applies. If parties have not agreed on a specific term, a one year term applies.

4.2 Unless provided otherwise by law, the duration of the agreement for a definite period of time is automatically extended, each time by the period of time originally agreed on, up to a maximum of one year, unless client or supplier terminates the agreement by serving written notice of termination, ultimately three months prior to the end of the term.

Article 5 - Confidentiality

5.1 Client and supplier ensure that secrecy is observed with respect to all data received from each other and of which they know or should reasonably know these are confidential.

5.2 Supplier makes sure that the persons processing personal data for client under their responsibility have a duty of confidentiality.

5.3 Client acknowledges that the content of the products and services, including the software, made available by supplier is always confidential in nature.

Article 6 - Retention of title, reservation of rights, suspension and transfer of risk

6.1 All goods delivered to client remain the property of supplier until client has paid all sums due by client to supplier under the agreement to supplier in full.

6.2 The property-law consequences of the retention of title with respect to any goods destined for export are governed by the laws of the state of destination if the relevant laws contain provisions that are more favourable to supplier.

6.3 Where applicable, rights are granted or transferred to client subject to the condition that client has paid all sums that they must pay pursuant to the agreement.

6.4 Until the moment that client has paid all sums that they must pay, supplier may retain all goods, data, documents or software they received or created in the context of the agreement.

6.5 The risk of loss, theft, misappropriation or damage of goods, data, security measures, documents or software created, delivered or used in the context of the agreement passes to client as soon as these are under the actual control of client or a person acting on their behalf.

Article 7 - Intellectual property

7.1 All intellectual property rights to everything that is developed or made available to client under the agreement remain fully in the possession of supplier, their licensors or their suppliers. Client is solely granted the rights of use laid down in these NLdigital Terms, in the agreement entered into by parties in writing and in the applicable mandatory legal provisions. A right of use granted to client is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.

7.2 Client is not allowed to modify what has been provided to them, use this for AI training purposes or to apply scraping, mining or similar techniques.

7.3 If supplier is prepared to undertake to transfer an intellectual property right, they are only bound thereto if parties explicitly agreed to this in writing.

7.4 Client is not allowed to remove, add or adjust any mentions about the confidential nature, copyrights, brands, trade names or other intellectual property rights pertaining to the services, software, websites, data files, hardware or other works or materials.

7.5 Supplier indemnifies client against any claim of a third party based on the allegation that software, websites, data files, hardware or other materials developed by supplier themself infringe an intellectual property right of that third party.

7.6 Client guarantees that no third parties' rights preclude making hardware, software, material intended for websites, data and/or other materials, designs and/or other works available to supplier or preclude the processing thereof.

7.7 Supplier is entitled to use client's trade mark, logo or name in their external communication.