Terms and conditions

Article 1 - Definitions and applicability

1. Webvantage is the enterprise trading under the name Webvantage, as well as under the names Monster Online, Webleverancier, Calendr, AIO Labs, AIO Core, AIO Soccer, AIO CMS, AIO CRM and AIO Sales, having its registered office at Industrieweg 154-J, 5683 CG Best, registered with the Chamber of Commerce under number 60790369. "Client" means any natural or legal person acting in the exercise of a profession or business who contracts with Webvantage. These terms and conditions are intended exclusively for business agreements.

2. "Services" includes, among other things, consultancy, design, websites, webshops, software development, web applications, mobile applications, SaaS, hosting, domain registration, maintenance, marketing, training and support. "Software" includes computer software, source and object code, components, APIs, integrations, frameworks, database structures, designs and documentation. "SaaS" means software made available remotely without the provision of a copy for standalone use. "Written" or "In writing" includes email and durable electronic communication.

3. These terms and conditions apply to all offers, orders, follow-up orders and continuing performance agreements. Any terms and conditions of the Client are rejected. Deviations shall only apply following the express written consent of Webvantage. In the event of any conflict, individual written agreements shall take precedence over the quotation/order confirmation, these terms and conditions, and any specific schedules applicable thereto, unless mandatory statutory law provides otherwise.

4. The invalidity of any provision shall not affect the remaining provisions. Where possible, the parties shall replace the invalid provision with a valid provision having, as far as possible, the same purpose.

Article 2 - Quotations, assignment and additional work

1. Offers are without obligation unless stated otherwise. Obvious errors shall not bind Webvantage. An agreement is concluded upon acceptance, electronic commissioning, or by performance with the Client's consent.

2. Only explicitly described deliverables and functionalities fall within the scope of the assignment. Desired expansions, revisions outside agreed rounds, new integrations, and additional remedial work resulting from changes made by the Client constitute additional work, which, following consultation, may be invoiced separately at the applicable rates.

3. Webvantage shall determine the technical and creative method of performance within the scope of the assignment and may deploy existing components, suitable open-source parts, and auxiliary persons, subject to compliance with their licence terms. A quotation for a composite assignment does not oblige the performance of an individual component at a proportionate price.

4. The person acting on behalf of a Client declares that they are authorised to do so. Work shall commence after receipt of the required materials, access, decisions, and any advance payment.

Article 3 - Cooperation, scheduling, delivery and defects

1. The Client shall timely provide accurate and lawfully usable texts, images, data, decisions and access rights, and is responsible for the statutory compliance of content supplied or posted by it. Any delay resulting therefrom shall shift the schedule and may incur additional costs.

2. Deadlines are indicative unless explicitly agreed in writing to be strict deadlines. In the event of an attributable failure to perform, the Client shall issue a written notice of default granting a reasonable period for remedy, except where not required by law.

3. For websites and custom work delivered on a project basis, the Client shall test the result within seven calendar days following delivery and report visible material deviations in concrete terms. In the absence of a timely substantiated report, the visible result shall be deemed accepted; regular live use shall likewise constitute acceptance, without prejudice to rights regarding latent defects or mandatory statutory claims.

4. Unless agreed otherwise, Webvantage shall, for a period of two months following delivery, remedy reproducible errors in its own delivered custom code that result in a material deviation from the specifications agreed in writing, without charging an additional development fee. This shall not apply to new requests, damage caused by third parties, altered environments or improper use; any separately agreed maintenance or hosting obligation shall remain in force.

5. A phase that has been accepted shall not be reopened for dispute on the grounds of characteristics that were already ascertainable, save in the event of a relevant interrelated error or statutory claim. Minor deviations that do not materially affect usability shall not preclude acceptance.

Article 4 - Prices, invoicing and payment arrears

1. All amounts are exclusive of VAT and third-party costs unless stated otherwise. Advance payment, deposits or instalment payments may be required. Periodic services are, in principle, invoiced in advance; the standard payment term is fourteen calendar days from the invoice date.

2. Due and payable amounts that are not paid on time shall bear statutory commercial interest and statutorily permissible debt collection and legal costs from the onset of default. The Client shall notify any substantiated objections to an invoice within fourteen calendar days; this shall be without prejudice to rights that cannot be excluded by law and the payment of undisputed amounts.

3. In the event of material payment arrears, Webvantage may, following appropriate notice and a reasonable opportunity to remedy, proportionately restrict or suspend services. Earlier intervention may be necessary in the case of security incidents or misuse. Domain registrations shall be handled in accordance with the registration terms; arrears shall not automatically lead to the transfer of the domain to Webvantage.

4. Work carried out on request outside regular working hours shall, unless agreed otherwise, be charged at 150% of the standard hourly rate with a minimum of one hour, exclusive of additional costs agreed in advance. Advertising budgets and external subscriptions approved by the Client shall be for its account.

5. Upon renewal, prices may be adjusted following at least two months' prior notice, except in respect of agreed indexation or objectively passed-on external levies. Material interim increases shall only take place pursuant to a valid agreement or with an appropriate right of termination.

Article 5 - Term, termination and cancellation

1. Unless agreed otherwise, an initial term of twelve months applies to ongoing services, tacitly renewed each time for twelve months; termination must be effected in writing subject to a two-month notice period prior to the end of the current period. For SaaS, different subscription terms may apply per product.

2. In the event of cancellation or premature termination of a project, the Client shall pay for work performed, non-recoverable costs incurred, and a reasonable compensation permissible under applicable law for demonstrable loss resulting from premature termination. There is no automatic entitlement to the full remaining contract value if the law does not permit this.

3. In the event of a material breach, the other party may terminate in accordance with the law after a reasonable written period for remedy has expired without remedy having been effected, unless remedy is impossible or not required. Obligations already accrued and provisions that by their nature survive shall remain in effect.

4. The use of SaaS and temporary software licences terminates with the relevant agreement. Export of client data takes place in accordance with Article 10; termination does not create any right to the transfer of software or source code.

Article 6 - Ownership of software and source code

1. All intellectual property rights in software, source code, object code, design systems, frameworks, architectures, modules, API integrations, database schemas, documentation, development methods and generic components developed and used by or on behalf of Webvantage shall remain vested in Webvantage or the relevant licensors. This also applies to paid bespoke work, extensions and functionalities developed within client projects, unless expressly transferred otherwise in writing in a legally valid manner.

2. Payment for development, design, installation, maintenance or subscriptions does not constitute a purchase of intellectual property. Transfer of copyright requires a separate, appropriate deed defining the scope of the rights.

3. In the absence of an express written agreement, a client shall have no entitlement to source code, Git repositories, CI/CD processes, development accounts, internal documentation, build files, keys, technical configurations or underlying platform infrastructure. Functional descriptions and exportable client data do not automatically fall within this scope.

4. Webvantage is permitted to reuse its own generic solutions and experience for other clients, but shall not unlawfully copy client trade secrets or client data. Third-party rights, open-source licences and statutory rights of lawful software users that cannot be excluded by law shall continue to be respected.

Article 7 - Licences, hosting location and prohibited use

1. The Client shall only obtain the non-exclusive, non-transferable and in principle non-sublicensable licence agreed in the quotation or subscription, for the agreed purposes and duration. For expressly permitted resellers, the limited exception set out in Article 12 shall apply. There is no standard free of charge, perpetual or unconditional right of use. Existing validly granted rights shall continue to exist until they have been legally modified.

2. Proprietary software, bespoke applications and SaaS of Webvantage may exclusively be hosted and executed within a hosting environment managed, provided or approved in writing in advance by Webvantage. The Client may not, without written consent, host, migrate, run, supply onward or have a third party manage a full or partial copy elsewhere, except to the extent that a non-excludable statutory right provides otherwise.

3. For traditional websites, for example based on WordPress or other third-party software, a deviating licence, transfer of site files or hosting elsewhere may be expressly agreed in the quotation; third-party rights shall continue to apply. Ownership of unique code developed by Webvantage shall not be transferred automatically as a result thereof.

4. The Client may not distribute, sell, have exploited by third parties, copy or adapt software outside its licence, nor circumvent technical access controls, subject to the expressly permitted reseller activities set out in Article 12 and statutory non-excludable rights. An external party or competitor engaged by the Client may only receive lawfully obtained information; confidential code and documentation may not be provided without consent, subject to statutory exceptions.

5. In the event of a technical assessment permitted by Webvantage, Webvantage may require in advance a non-disclosure agreement, restricted inspection, access logging, scoping of the investigation and appropriate security. No provision prohibits statutory rights of observation, error correction or interoperability to the extent that these are mandatory.

Article 8 - SaaS, maintenance, security and back-ups

1. SaaS is a service delivered remotely; no ownership or permanent licence is granted in respect of the underlying software or infrastructure. Access requires an active lawful subscription and compliance with user and security regulations.

2. Webvantage is entitled to implement releases, security updates and technical modifications, enhance functionalities and replace third-party suppliers. Substantial adverse changes shall, where reasonably possible, be announced in advance and may not affect the essential agreed performance without contractual or statutory grounds.

3. Unless an SLA provides otherwise, no specific uptime, response or recovery time is guaranteed. Maintenance may require temporary interruptions. The exact back-up frequency, retention period and recovery support follow from the purchased package or the SLA; a back-up does not constitute an absolute guarantee of data recovery.

4. Webvantage shall take the agreed and legally required reasonable security measures. Client remains responsible for its own equipment, users, passwords, access rights and its own content. Incidents and suspected abuse shall be reported without undue delay.

5. Hosting and maintenance are separate services insofar as they are not included in the offer. Repair or restoration caused by modifications made by Client, unapproved plug-ins or third-party suppliers may be carried out at an additional charge.

Article 9 - Confidentiality, references and third parties

1. The parties shall keep confidential business information, technical information, pricing, security data, personal data and trade secrets confidential and shall use them exclusively for the purposes of the agreement. This obligation does not apply to information that is already lawfully public, has been independently obtained, or must be disclosed pursuant to a statutory obligation.

2. Source code, non-public API specifications, repositories, architecture, operational procedures, prompts/configurations and security information of Webvantage shall be treated as confidential. Provision thereof to external developers or competing suppliers requires prior written consent, subject to applicable law.

3. Confidentiality shall continue to apply after termination for as long as the information remains confidential. Employees, advisers and permitted subcontractors may only receive necessary information and must comply with appropriate confidentiality agreements.

4. Webvantage may use public projects and its involvement as a portfolio reference, provided that no confidential data, personal data or third-party rights are infringed and unless agreed otherwise in writing.

5. Webvantage may, at its own discretion, engage external developers, freelancers, specialised agencies and other subcontractors who act on behalf of and under the responsibility of Webvantage in the performance of the work. In the absence of an explicit agreement to the contrary, this does not create a separate agreement between the Client and these auxiliary persons. Webvantage remains responsible to the Client for the agreed performance, subject to the liability provisions in Article 13. To the extent legally permissible, the limitations of liability are also stipulated for the benefit of the owner, employees, representatives and engaged auxiliary persons.

6. Webvantage shall ensure confidentiality, security, authorisations and, where necessary, the acquisition of sufficient intellectual property or usage rights in respect of their contributions by means of appropriate agreements with engaged parties. If a subcontractor processes personal data on behalf of Webvantage, the prior consent, duty to inform and passing-on of obligations arising from the applicable data processing agreement and Article 28 GDPR shall additionally apply.

Article 10 - Client Data, GDPR and Exit

1. The Client retains all rights accruing to it in respect of its own data and supplied content. Webvantage does not thereby acquire any ownership of such data. The Client warrants the lawfulness of the input, processing, content and use.

2. In respect of personal data, the factual situation determines whether the parties act as controller or processor. If Webvantage acts as a processor, a separate data processing agreement in accordance with Article 28 of the GDPR shall apply; these terms and conditions do not replace that agreement. For its own administration and contract management, Webvantage may itself act as a controller.

3. Following termination, client data may be requested in agreed export formats; personal data to be deleted unlawfully shall be processed in accordance with the data processing agreement. For services not falling under specific statutory switching rules, an exit or export period of thirty days following the end of the service may apply, unless agreed otherwise or required by law.

4. For a service to which Chapter VI of the EU Data Act applies, the statutory rights regarding switching, data portability, transition periods, interfaces, transparency and costs shall apply. The service-specific contract documentation describes the relevant exportable data and digital assets, data formats, procedures, technical limitations and the applicable switching periods. Webvantage's ownership and trade secrets shall be protected within statutory limits.

5. Upon exit, the Client shall not acquire any right to the underlying proprietary software, source code or reusable platform components, unless contractually promised or required by law. Additional custom migration may be agreed separately at applicable rates and within statutory limitations. Following applicable retention and export periods, data may be lawfully deleted.

Article 11 - Artificial intelligence and automated functions

1. Webvantage may, subject to the application of reasonable confidentiality and security measures, use AI tools in the design, development, testing, documentation, communication and performance of services. This shall not alter Webvantage's contractual responsibility for its own work.

2. AI functionalities within software or SaaS are only included if expressly offered or agreed. Usage limits, separate subscriptions, tokens, credits or consumption-based fees may apply thereto. Webvantage may replace models or AI suppliers, provided that material contractual agreements and applicable legislation are observed.

3. AI results may contain factual errors, omissions or undesirable outcomes. The Client shall verify results prior to business-critical, legal, medical, financial or other high-risk applications and remains responsible for its own decisions and publications, to the extent permitted by law. Webvantage does not warrant that AI output will always be unique, accurate or fit for purpose, unless specifically promised otherwise.

4. Client data, personal data, trade secrets and confidential source code shall not be used for external AI model training without an adequate legal basis, agreed instructions and appropriate safeguards. External AI services and any data transfers shall comply with applicable privacy and contractual rules.

5. Through the use of AI, the Client shall acquire no rights in or to Webvantage's internal prompts, system instructions, model configuration, private datasets, software, source code or AI infrastructure. Third-party rights and relevant mandatory rules, including applicable rules concerning transparency and AI use, shall remain fully applicable.

Article 12 - Resellers, white-label and end customers

1. Resale and offering of services or SaaS under a reseller's own trade name or brand name (white-label) shall be permitted solely with the prior express written consent of Webvantage. This consent shall define the permitted products, end customers, brands, territories and any rights of use; it confers no ownership or general sub-licence in respect of software. Article 7 shall apply save for these specifically permitted rights.

2. Unless agreed otherwise in writing, the reseller contracts in its own name and for its own account with its end customers. Webvantage shall provide the agreed services to the reseller and invoice exclusively to the reseller; the reseller remains responsible towards Webvantage for all agreed fees, irrespective of payment by end customers. Direct contracts or invoicing with end customers shall only arise if expressly agreed separately.

3. The reseller is responsible for its own pricing, invoicing to end customers, commercial commitments, first-line communication and support to the extent stipulated in the reseller arrangements. It may not commit to any warranties, service levels, scope of licence, proprietary rights, release of source code, export rights or hosting authorisations that exceed what Webvantage has permitted in writing. It shall ensure applicable end-user terms and compliance by end customers, with due observance of mandatory law.

4. Even in the event of white-label use, source code, software and platform components shall remain with Webvantage or its licensors, and hosting shall remain permitted exclusively within the infrastructure managed or approved by Webvantage. The reseller may not copy software, host it independently, allow it to be taken over by competitors or supply it onward without authorisation. Any access by end customers shall apply exclusively during the agreement and within the agreed rights of use.

5. Upon termination, access rights, ongoing end-customer services and exportable customer data shall be wound up in accordance with the reseller arrangements, the applicable exit arrangements and mandatory law. Permission to use a brand or white-label presentation shall lapse upon termination, unless expressly agreed otherwise.

Article 13 - Liability and indemnification

1. In the event of an attributable failure, the total liability of Webvantage for direct damage per event or series of connected events shall be limited to the fee actually paid for the service concerned over the twelve months preceding the damage-causing event, subject to a maximum equal to twelve months' contract value; in the case of a one-off project, to the amount paid for the relevant part of the assignment. These limits apply solely to the extent legally valid.

2. To the extent permitted, liability for indirect damage, consequential damage, loss of profit, lost turnover, business interruption, and reputational damage is excluded. Costs of data recovery shall only be covered by liability to the extent that a contractual or statutory basis exists. No exclusion shall apply in the event of intent or deliberate recklessness, or where mandatory law precludes limitation.

3. Webvantage shall not be liable for damage caused by the Client, defective materials supplied, unauthorised modifications by third parties, or circumstances beyond its attributable sphere of influence. Outages or attacks do not automatically exclude liability arising from its own security deficiency.

4. Promptly upon discovery of a failure, the Client shall provide Webvantage with sufficient information and a reasonable opportunity to rectify or mitigate damage. Damage shall be reported in writing within a reasonable time; statutory rules on limitation shall continue to apply where derogation therefrom is not permitted.

5. The Client indemnifies Webvantage against third-party claims arising from unlawful content, personal data processing, or infringement of third-party rights attributable to the Client, except to the extent that the claim arises from an attributable failure on the part of Webvantage itself.

Article 14 - Suspension, force majeure and amendment of terms and conditions

1. In the event of a serious security risk, demonstrable misuse or material non-performance, Webvantage may take appropriate, proportionate emergency measures. Where possible, this shall occur with prior warning and an opportunity to remedy. Rights in respect of client data and statutory obligations shall continue to apply.

2. Force majeure comprises non-attributable circumstances beyond reasonable control that impede performance, including certain major infrastructure failures, natural disasters, war and government measures. Not every hack, supplier error or illness automatically constitutes force majeure. In the event of prolonged impediment, the parties shall consult regarding continuation or termination and settle any performance already rendered.

3. Webvantage may replace these terms and conditions for new instructions and, in respect of ongoing agreements, only amend them to the extent contractually and legally permitted, subject to timely notice and, where required, a right of termination.

Article 15 - Governing law and disputes

1. The agreement shall be governed by Dutch law, without prejudice to applicable mandatory European or other mandatory law. The parties shall first attempt to resolve any dispute through reasonable consultation.

2. To the extent legally permissible, disputes shall be submitted to the competent court within the district of Oost-Brabant, unless Webvantage selects another court with jurisdiction under the law.

3. If translations are available, the Dutch version shall prevail to the extent permitted by law. These terms and conditions apply from 29 October 2026 to agreements to which this version is validly applicable.