General Terms and Conditions

Article 1 - Definitions

1.1 The following terms are capitalised in these Terms and Conditions, both in the singular and in the plural. These terms have the following meanings:

Agreement: The agreement between the Parties regarding the provision of the Service;
Neat Software: The company with limited liability Neat Software B.V. and registered at Waldorpstraat 5 (2521CA) in The Hague with the Chamber of Commerce under number 94286272;
Client: A natural person or legal entity that has concluded, or will conclude, an Agreement with Neat Software;
IP Rights: All intellectual property rights and associated rights including but not limited to copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and related rights, as well as rights to know-how and performances on a par with these rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
Pre-existing IP: IP Rights owned by Neat Software prior to the commencement of the Agreement, including general methodologies, frameworks, tools, and know-how;
Deliverables: All software, documentation, and work products created specifically for the Client under the Agreement;
Parties: Neat Software and the Client;
Personal Data: Each piece of information relating to an identified or identifiable natural person within the meaning Article 4(1) of the General Data Protection Regulation;
Schedule: An appendix to the Terms and Conditions with specific provisions relating to the Services to be provided;
Services: The services to be provided to the Client by Neat Software pursuant to the Agreement, including, if applicable, results of the services;
Terms and Conditions: These Neat Software terms including all applicable annexes.

Article 2 - General

2.1 The Terms and Conditions apply to and form an integral part of all offers and quotations of Neat Software, Agreements and any other legal acts related thereto between the Parties or its legal successor. In addition to these Terms and Conditions, the specific Schedule(s) to the Terms and Conditions that have been agreed between the Parties also apply.

2.2 If the Terms and Conditions state that an act must be carried out in writing, this is deemed to refer to email as well.

2.3 Any deviations from the Terms and Conditions are only valid if they have been agreed explicitly in writing by the Parties and they only apply to the specific agreement for which they were agreed.

2.4 The Terms and Conditions will always prevail over any purchasing or other terms and conditions used by the Client. The applicability of any purchase or other terms and conditions of the Client is expressly rejected.

2.5 Once these Terms and Conditions have been applied to a legal relationship between Parties, the Client is deemed to have agreed in advance to the applicability of these Terms and Conditions to any Agreements concluded or to be concluded thereafter.

2.6 If and to the extent that any provision in these Terms and Conditions is declared to be null and void or is annulled, the other provisions in the Terms and Conditions will remain in full force. In that case the Parties will consult to determine a new provision to replace the provision that is null and void or that has been annulled, thereby taking the purport of the void or annulled provision into account as far as possible.

2.7 In the event of any conflict between the provisions of a specific written Agreement and these Terms and Conditions, the provisions of the specific written Agreement will take precedence. In the event of a conflict between the Terms and Conditions or the Agreement on the one hand and a specific annex on the other hand, the provisions of the specific annex(es) will take precedence.

2.8 Electronic communication between the Parties will be deemed to have been received on the day it was sent, unless proof to the contrary is furnished.

Article 3 - Quotations and Formation of the Agreement

3.1 Quotations and other offers made by Neat Software are without obligation and should be regarded as an offer to form an Agreement, unless Neat Software has indicated otherwise in writing.

3.2 Offers and quotations lose their validity four weeks after their date, unless otherwise indicated in writing.

3.3 The Client warrants that the details disclosed by it to Neat Software, on which Neat Software has based its offer, are correct and complete. If those details should prove not to be correct or complete, Neat Software is entitled to modify the offer or Agreement.

3.4 An Agreement is formed by written confirmation (including email) from the Client of an unmodified valid quotation and/or offer made by Neat Software.

Article 4 - Performance of the Agreement and Delivery

4.1 Neat Software will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship and on the basis of the state of the art known at that time. The Agreement has the character of a duty to perform to the best of its ability, unless and to the extent that Neat Software has explicitly promised a result in writing and the result in question is also described in the Agreement with sufficient detail.

4.2 Neat Software shall enable the Client to access and use the Services as agreed upon in the Agreement. In the Agreement, the Parties will determine the delivery term and delivery dates as well as the place and manner in which the Services will be delivered and/or provided. The duration of an assignment depends on various factors and circumstances, such as the quality of the data and information disclosed by the Client and the cooperation of the Client and relevant third parties. The aforementioned delivery terms are therefore not strict deadlines, unless the Parties have explicitly agreed otherwise in writing.

4.3 If it has been agreed that the Agreement will be performed in phases, Neat Software is authorised to postpone the commencement of the Services that form part of a subsequent phase until the Client has approved the results of the prior phase in writing.

4.4 Neat Software is not obliged to follow instructions that alter or add to the content or scope of the agreed Services; if such instructions are followed, the activities concerned will be paid in accordance with Neat Software's usual rates and Neat Software will notify the Client of this.

4.5 Neat Software is entitled to have the Agreement carried out by third parties wholly or in part, or to engage third parties for the performance of the Agreement.

4.6 The Services are deemed to have been accepted between the Parties if the Client has not provided detailed written reasons for not accepting the Services within five (5) working days after delivery of the Services concerned. If these have not been accepted and it appears that the Services do not or not completely meet the agreed specifications, Neat Software will replace or adapt the Services within a reasonable period of time, at the discretion of Neat Software.

4.7 The risk of loss, theft, misappropriation or damage to items of property, products, information/data, documents or programs created or used in the context of the performance of the Agreement passes to the Client when the Client or an auxiliary person, servant or agent of the Client has taken actual possession of the goods.

Article 5 - Prices and Terms of Payment

5.1 All prices are exclusive of value added tax (VAT) and other government levies.

5.2 Unless explicitly agreed otherwise, price indications, estimates, budgets and/or cost estimates issued by Neat Software are merely for information purposes, and no rights or expectations may be derived from them.

5.3 The Parties will set down in the Agreement the date or dates on which Neat Software will charge the fee for Services to the Client. In the absence of a specific arrangement, Neat Software will invoice the fee for the Services to the Client on a monthly basis. The Client will pay invoices within fourteen (14) days after the invoice date.

5.4 Agreed payment terms for the Client are mandatory. If the Client does not pay the amounts due on time, the Client will owe statutory interest on the outstanding amount without any demand or notice of default being required.

5.5 Neat Software is entitled to retain and/or suspend Services which are still under Neat Software's control if the Client fails to fulfil its payment obligation (in a timely manner), until the Client has fulfilled its payment obligation.

5.6 During the term of an Agreement, Neat Software is authorised to increase the prices for its Services each year with effect from 1 January in conformity with the price index figure for the preceding calendar year as published by Statistics Netherlands (CBS) (consumer price index for 'all households'), plus a maximum of fifteen percent (15%).

5.7 Comments or complaints about invoices, bills and fee statements must be made known in writing within fourteen (14) days after receipt of the invoice, bill or fee statement concerned, failing which they will be deemed to have been accepted.

5.8 Neat Software is entitled to send the Client interim invoices and/or to invoice on the basis of advance payments, to offset or to require security for compliance by the Client.

5.9 The Client agrees to digital invoicing by Neat Software.

Article 6 - Changes to the Assignment and/or Extra Work

6.1 The Client accepts that the time schedule of the Agreement may be affected if the scope of the Agreement is expanded and/or altered while the Agreement is still being performed.

6.2 If on the basis of an alteration to the Agreement as a result of extra requests or wishes on the part of the Client, Neat Software must carry out extra work (additional work), this work will be charged to the Client on the basis of actual costs at the usual rates that apply at that time, unless explicitly agreed otherwise in writing.

6.3 Neat Software is entitled to carry out this additional work without the Client's advance written permission to the extent that the costs entailed by this additional work are not more than ten percent (10%) of the originally agreed total payment.

6.4 If Neat Software reasonably foresees that the costs of extra work are more than ten percent (10%), Neat Software will inform the Client of this.

Article 7 - Duties of the Client

7.1 The Client will ensure that all data and/or information that Neat Software has indicated are necessary, or which the Client reasonably ought to understand will be necessary for the performance of the Agreement, are disclosed to Neat Software in good time and will cooperate with Neat Software to the extent that the latter requires.

7.2 If data needed for the performance of the Agreement is not disclosed to Neat Software in good time, Neat Software is entitled to suspend performance of the Agreement and/or to charge to the Client the extra costs arising from the delay.

7.3 To the extent that in the context of the Agreement Neat Software discloses usernames and/or passwords, the Client is responsible for these usernames and/or passwords and is entirely and independently liable for any misuse made of the user names or passwords, unless such misuse is the result of intent or gross negligence on the part of Neat Software.

7.4 To the extent that Neat Software discloses usernames and/or passwords in the context of the Agreement, the Client is prohibited from disclosing these usernames and/or passwords to third parties without Neat Software's consent.

Article 8 - Termination, Premature Termination and the Consequences

8.1 An Agreement takes effect on the date stated in Article 3 for the period agreed in writing between the Parties and ends by operation of law on the date agreed by the Parties or when the provision of the Services has been completed.

8.2 Unless explicitly agreed otherwise, the Parties may not terminate the Agreement, entered for a definite period of time, prematurely.

8.3 Unless expressly agreed otherwise, the Parties may terminate the Agreement, which is concluded for an indefinite period of time, in writing with due observance of a period of notice of thirty (30) days.

8.4 Each of the Parties is entitled to dissolve the Agreement wholly or in part if the other Party is declared bankrupt/insolvent or is granted a suspension of payments, as well as if the other Party's business is closed down or liquidated.

8.5 The Agreement may only be dissolved on the basis of attributable failure after a written notice of default has been sent that is as detailed as possible, with a reasonable term being set within which the failure can be remedied.

8.6 If the Agreement is dissolved, anything that Neat Software has delivered and/or carried out as well as the related payment obligation will not be undone unless the Client proves that Neat Software is in default with regard to the material part of those services.

8.7 If the Agreement is dissolved, terminated, or expired (for whatever reason), all rights granted to the Client under Article 9 will cease to have effect, except for ownership rights in Deliverables that have been fully paid for.

8.8 Articles that, by their nature, are intended to continue to apply after the end of the Agreement will remain fully effective after the Agreement is terminated.

Article 9 - Intellectual Property Rights

9.1 Pre-existing IP: All Pre-existing IP shall remain the exclusive property of Neat Software. This includes but is not limited to:

i) General methodologies, frameworks, and development approaches
ii) Existing software tools, libraries, and code bases
iii) Industry knowledge and best practices
iv) Template designs and standard solutions

9.2 Deliverables: All IP Rights in Deliverables created specifically for the Client shall vest in the Client upon full payment of all fees related to such deliverables.

9.3 License to Pre-existing IP: Neat Software grants the Client a non-exclusive, non-transferable license to use any Pre-existing IP incorporated into the Deliverables solely for the Client's internal business operations.

9.4 Retained Rights: Neat Software retains the right to use general knowledge, experience, skills, know-how, and methodologies gained during the performance of Services for other clients and projects.

9.5 Client Materials: The Client retains ownership of all materials, data, and information provided to Neat Software. The Client grants Neat Software a license to use such materials solely for performing the Services.

9.6 Branding License: The Client hereby grants Neat Software a non-exclusive, royalty-free license for the term of the Agreement to use Client's name and logo for promotional purposes, provided that Neat Software complies with any branding guidelines provided by the Client.

9.7 No Circumvention: Neat Software reserves the right to implement technical protective measures. The Client is not permitted to circumvent these technical protective measures or to offer means to do so.

Article 10 - Indemnification

10.1 IP Indemnification by Neat Software: Neat Software shall indemnify the Client against third-party claims alleging that the Deliverables created by Neat Software infringe third-party intellectual property rights.

10.2 IP Indemnification by Client: The Client shall indemnify Neat Software against third-party claims alleging that:

i) Materials provided by the Client infringe third-party rights
ii) Client's specific requirements or instructions result in infringement
iii) Client's use of the Services outside the scope of this Agreement causes infringement

10.3 Indemnification Process: Both indemnification obligations are subject to the indemnified party:

i) Promptly notifying the indemnifying party of any claim
ii) Not making admissions without prior written consent
iii) Providing reasonable assistance in defense of the claim
iv) Allowing the indemnifying party to control the defense

10.4 Exceptions: The indemnifications do not apply to infringement resulting from:

i) Modifications made by the receiving party
ii) Use in combination with products not provided by the indemnifying party
iii) Use outside the scope of granted licenses

Article 11 - Privacy

11.1 If the Services involve the processing of Personal Data and Neat Software qualifies as a processor within the meaning of the General Data Protection Regulation (GDPR), the Client and Neat Software will conclude a data processing agreement in accordance with Article 28 paragraph 3 GDPR.

11.2 The Client indemnifies Neat Software against all claims and legal actions of third parties in connection with the Client's failure to comply with GDPR requirements.

Article 12 - Confidentiality

12.1 The Parties will treat all information they obtain from one another in any form whatsoever as strictly confidential and will keep it secret.

12.2 The Parties will only use the Confidential Information for the purposes for which it was disclosed and will only disclose the Confidential Information to employees to the extent necessary in the context of the Agreement.

12.3 The duties to maintain secrecy will not apply to information that:

i) Was already known when received
ii) Was already publicly known or becomes publicly known through no fault of the receiving party
iii) Was received lawfully from a third party free of confidentiality restrictions
iv) Must be disclosed pursuant to legal requirements
v) Was made public with the approval of the disclosing party

12.4 This confidentiality obligation shall survive termination of the Agreement for a period of five (5) years.

Article 13 - Personnel

13.1 During the term of the Agreement as well as one (1) year after the end of the Agreement, the Client will only employ or otherwise use, directly or indirectly, employees of Neat Software with the prior written consent of Neat Software.

13.2 In the event of infringement of Article 13.1, the infringing party will owe an immediately payable fine of EUR 25,000 per infringement, without prejudice to the right to claim full compensation.

Article 14 - Liability

14.1 Liability Cap: The total liability of Neat Software on account of an attributable failure in the performance of the Agreement or on any legal basis whatsoever is limited to the lesser of:

i) The total amount of fees paid by the Client in the 12 months preceding the claim; or
ii) EUR 500,000 (five hundred thousand euros)

14.2 Direct Damage Only: Neat Software's liability is limited to direct damage, which exclusively means:

i) Reasonable costs to make Neat Software's performance conform with the Agreement
ii) Reasonable costs to determine the cause and scope of damage
iii) Reasonable costs to prevent or limit damage

14.3 Excluded Damages: Neat Software shall not be liable for indirect damage, including but not limited to consequential damage, loss of data, loss of profits, and loss of sales.

14.4 Intent/Gross Negligence Exception: The limitations in this Article will not apply if the damage results from intent or gross negligence on the part of Neat Software or its management.

14.5 Notice Requirement: Neat Software is only liable if the Client immediately provides written notice of default, stating a reasonable term for remedy.

14.6 Limitation Period: Any claim for compensation against Neat Software will cease to exist twelve (12) months after the claim arose.

14.7 Client Indemnification: The Client indemnifies Neat Software against any claims of third parties arising from the Client's use of the Services.

Article 15 - Force Majeure

15.1 In the event of force majeure there is no attributable failure in the performance of the Agreement by the Parties.

15.2 Force majeure includes disruptions in electricity supply, epidemics, pandemics, strikes, government measures, fire, natural disasters, supplier failures, internet disruptions, hardware malfunctions, and other unforeseen circumstances.

15.3 If force majeure continues for thirty (30) days, either Party may dissolve the Agreement without compensation obligations.

15.4 If Neat Software can perform partially during force majeure, it may invoice separately for such partial performance.

Article 16 - Transfer of Rights and Duties

16.1 The Client may not transfer its rights and duties under the Agreement to a third party without the prior written consent of Neat Software.

16.2 Neat Software may transfer its rights and duties to affiliated companies within its corporate group.

Article 17 - Settlement and Mediation

17.1 Before submitting any dispute to court, the Parties shall attempt resolution through their authorized representatives or through mediation.

Article 18 - Applicable Law and Competent Court

18.1 These Terms and Conditions are governed exclusively by Dutch law.

18.2 The applicability of the Vienna Sales Convention (CISG) is expressly excluded.

18.3 Any disputes will be submitted exclusively to the competent court in the district of The Hague (‘Den Haag’).