Data Ilumina - General Terms

Version

2025-02-13 (yyyy-mm-dd).

Important Prenote / Disclaimer

This document is an English translation of the original Dutch version of the General Terms and Conditions of Data Ilumina (“Algemene Voorwaarden Data Ilumina”, dated 2025-02-13). This translation serves for convenience purposes only. In the event of any discrepancy or conflict between the English translation and the original Dutch text, the Dutch version shall prevail. In short: please note that the original Dutch document is the authoritative version for any legal interpretation or reference.

Article 1 - General

1.1

These terms and conditions apply to every offer, quotation, and agreement between Data Ilumina, hereinafter referred to as the "Contractor", and a Client to whom the Contractor has declared these terms* applicable, unless the parties have explicitly and in writing deviated from these terms. Any custom agreements shall only apply if all parties have agreed to them explicitly and in writing.

*These terms and conditions also apply to actions performed by third parties engaged by the Contractor in the context of the assignment.

1.2

The applicability of any purchasing terms or other conditions of the Client is expressly rejected, unless all parties have explicitly and in writing agreed otherwise.

1.3

If one or more provisions in these general terms and conditions are at any time wholly or partially nullified or annulled, the remaining provisions of these general terms and conditions shall remain in full force and effect. The Contractor and the Client shall then consult to agree on new provisions to replace the nullified or annulled provisions, taking into account the purpose and intent of the original provisions wherever possible.

1.4

If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall be made in the "spirit" of these provisions.

1.5

If a situation that is not covered by these general terms and conditions arises between the parties, aforementioned situation shall be assessed in the spirit of these general terms and conditions.

1.6

In case the Contractor does not continuously insist on strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that the Contractor would in any way waiver their right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 2 - Offers and Quotations

2.1

Any offer or quotation by the Contractor is non-binding, unless an acceptance period is specified in the quotation. If no acceptance period is specified, the offer shall always expire after 30 days. Any acceptance shall only be deemed valid and binding if agreed upon by all parties explicitly and in writing.

2.2

The Contractor cannot be held to offers or quotations if the Client can reasonably understand that the offers or quotations, or a part thereof, contain an obvious mistake or error. If the Client suspects such a mistake, error, or other possible fault in an offer or quotation, they must notify the Contractor immediately.

2.3

The prices stated in an offer or quotation are exclusive of VAT and other government levies, as well as any costs incurred related to the agreement, including travel and accommodation, shipping, and administrative costs, and costs for the purchase of hardware, software, and cloud services, unless otherwise indicated. These additional costs will, as far as reasonably possible, be communicated in advance and must be explicitly approved by the Client.

2.4

If the acceptance (whether or not on subordinate points) deviates from the offer or quotation, the Contractor shall not be bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless the Contractor explicitly and in writing indicates otherwise.

2.5

A composite price quotation does not oblige the Contractor to perform part of the assignment for a corresponding part of the quoted price, unless agreed otherwise explicitly and in writing. Offers or quotations do not automatically apply to future orders.

Article 3 - Contract Duration, Execution Periods, Transfer of Risk, Execution and Amendment of the agreement, Price Increase

3.1

The agreement between the Contractor and the Client is entered into for a definite period, unless the nature of the agreement dictates otherwise or the parties have agreed otherwise explicitly and in writing.

3.2

A timeframe or period that has been agreed upon or specified for the execution of certain work or the delivery of certain goods shall not be interpreted as a strict deadline in the legal sense. If such a timeframe or period is exceeded, the Client must first notify the Contractor of the default in writing before resorting to further steps. The Contractor shall be given a reasonable period to still perform the agreement. Nevertheless, the Contractor declares that every reasonable effort will be made to complete the work within the agreed period and will also promptly inform the Client of any possible delays.

3.3

The Contractor shall execute any agreement to the best of their knowledge and ability and in accordance with the requirements of good craftsmanship. This, based on the state of scientific knowledge available at that respective point in time. In doing so, the Contractor shall keep the Client informed and updated with regard to the progress of the work and any (potential) complications.

3.4

The Contractor has the right to have certain work performed by third parties. The applicability of Article 7:404, Article 7:407 paragraph 2, and Article 7:409 of the Dutch Civil Code (Dutch: Burgerlijk Wetboek) is expressly excluded.

3.5

In the context of the work, the Client must always ensure a safe working environment, regardless of whether the work is performed on-site or remotely. This applies both from a physical as well as from a psychosocial point of view.

3.6

If the Contractor or third parties engaged by the Contractor perform work at the location of the Client or a location designated by the Client, the Client shall provide, free of charge, any facilities reasonably required by these employees or subcontractors.

3.7

The Contractor is entitled to execute the agreement in different phases and to invoice each completed phase separately.

3.8

If the agreement is executed in phases, the Contractor may suspend the execution of those parts that belong to a subsequent phase until the Client has explicitly and in writing approved the results and / or outcome of the preceding phase.

3.9

The Client shall ensure that all data, which the Contractor indicates to be necessary or of which the Client should reasonably understand its necessity for the execution of the agreement, is provided to the Contractor in a timely manner. The Client shall also ensure that this data is sufficiently complete and accurate for the execution of the agreed work. If the data required for the execution of the agreement is not provided to the Contractor in a timely manner, the Contractor has the right to suspend the execution of the agreement and/or charge the Client for any additional costs resulting from the delay at the rates that are applicable at that point in time.

3.10

The execution period shall not commence until the Client has made all relevant data available to the Contractor.

3.11

The Contractor is not liable for any damage, of any nature, resulting from the Contractor relying on incorrect and / or incomplete data provided by the Client. In the case of obvious errors, incompleteness, or inconsistencies in this data, the Contractor shall make reasonable efforts to inform the Client of this issue in a timely manner.

3.12

If it becomes apparent during the execution of the agreement that it is necessary to amend or supplement the agreement for proper execution, the parties shall proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope, or content of the agreement, whether or not at the request or instruction of the Client, competent authorities, etc., is changed and the agreement is thereby changed in a qualitative and / or quantitative respect, this may have consequences for what was originally agreed. This may also result in an increase or decrease of the pricing originally agreed upon. The Contractor shall, wherever possible, provide a price quotation in advance and in consultation. Any changes to existing agreements must be agreed upon by all parties explicitly and in writing before they are valid.

3.13

A change in the agreement may also result in a change in the originally specified execution period. The Client accepts the possibility of changes to the agreement, including changes in pricing and with regard to the execution period.

3.14

If the agreement is amended, including any additions, the Contractor is entitled to execute the amendment only after approval has been given by the person authorized by the Contractor and only after the Client has agreed to the price-related and other conditions specified for the execution, including the time at which the execution will take place. The failure or delay in executing the amended agreement does not constitute a breach of contract by the Contractor and does not give the Client the right to terminate or cancel the agreement.

3.15

Without being in default, the Contractor may refuse a request to amend the agreement if this could have consequences, for example, for the work to be performed or the goods to be delivered with respect to quality and / or quantity. The Contractor shall make reasonable efforts to inform the Client of any underlying motivations for refusing the request to amend the agreement.

3.16

If the Client fails to properly fulfill their obligations towards the Contractor, the Client is liable for all direct and indirect damages arising on the part of the Contractor as a result.

3.17

If the Contractor agrees with the Client on a fixed fee or fixed price, the Contractor is nevertheless always entitled to increase this fee or price without the Client being entitled to terminate the agreement for this reason, if the price increase results from a right or obligation under the law or regulations or is due to an increase in the price of raw materials, wages, etc., or on other grounds that could not reasonably have been foreseen at the time of entering into the agreement.

3.18

If the price increase, other than as a result of a change in the agreement, exceeds 10% and occurs within three months after the starting date of the agreement, only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code (Dutch: Burgerlijk Wetboek) is entitled to terminate the agreement by written declaration, unless:

The Contractor is still willing to execute the agreement based on the amount originally agreed upon;
The price increase results from a right or obligation under the law;
It has been agreed upon that delivery will take place more than three months after the starting date of the agreement;
Or, in case of the delivery of goods, it has been agreed upon that delivery will take place more than three months after the purchase.

Article 4 - Suspension, Termination, and Early Termination of the agreement

4.1

The Contractor is entitled, after written confirmation, to suspend the fulfillment of its obligations or to terminate the agreement if:

The Client fails to fulfill its obligations under the agreement in a complete and timely manner;
Certain circumstances come to the Contractor's attention after entering the agreement that give reasonable grounds to suspect that the Client will not fulfill its obligations;
If, after entering the agreement, the Client has been requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
Or if, due to delay on the part of the Client, the Contractor can no longer reasonably be required to fulfill the agreement under the originally agreed conditions.

4.2

Furthermore, the Contractor is entitled to terminate the agreement if circumstances arise that make it impossible to fulfill the agreement or if other circumstances arise that make it unreasonable to expect the Contractor to maintain the agreement without amendments. If such a situation may arise, all parties shall make reasonable efforts to first reach a solution through mutual consultation.

4.3

If the agreement is terminated, the Contractor's claims against the Client shall become immediately due and payable. In case the Contractor suspends the fulfillment of its obligations, the Contractor shall retain their rights under the law and the applicable agreement.

4.4

If the Contractor suspends or terminates the agreement, they are in no way obliged to compensate any damage or costs arising in any way as a result.

4.5

If the termination is attributable to the Client, the Contractor is entitled to compensation for the damage arising as a result, including direct and indirect costs.

4.6

If the Client fails to fulfill their obligations under the agreement and this failure justifies termination, the Contractor is entitled to terminate the agreement immediately and with immediate effect without any obligation to pay any compensation or indemnity, while the Client, due to breach of contract, shall be obliged to pay compensation or indemnity.

4.7

If the agreement is prematurely terminated by the Contractor, the Contractor shall, in consultation with the Client, arrange for the transfer of any work still to be performed to third parties. However, this does not apply if the termination is attributable to the Client.

4.8

If the transfer of the work results in additional costs for the Contractor, these shall be charged to the Client. The Client must pay these additional costs within the specified period, unless the Contractor explicitly indicates otherwise.

4.9

In the event of liquidation, (application for) suspension of payments, bankruptcy, seizure - if and to the extent that the seizure is not lifted within three months - at the expense of the Client, debt restructuring, or any other circumstance that prevents the Client from freely disposing of its assets, the Contractor is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement without any obligation to pay any compensation or indemnity. Furthermore, the Contractor's claims against the Client shall in that case become immediately due and payable.

4.10

The Client and the Contractor also have the right to terminate the agreement in writing with immediate effect if the other party is in default of one or more obligations under the agreement, provided that the other party has first been notified in writing of the default and remains in default after two weeks. In any such case, the Contractor shall not be liable for any damage suffered by the Client as a result of termination or cancellation by the Contractor.

4.11

If the Client cancels a placed order in whole or in part, the work performed and the goods ordered or prepared for this purpose, plus any additional costs for delivery, removal, and transportation, and the working time reserved for the execution of the agreement, shall be fully charged to the Client.

Article 5 - Force Majeure

5.1

The Contractor is not obliged to fulfill any obligation towards the Client if they are impeded from doing so due to a circumstance that is not attributable to fault, nor attributable to the Contractor under the law, a legal act, or generally accepted principles.

5.2

Force majeure in these general terms and conditions is understood to include, in addition to what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, over which the Contractor has no influence, but which prevent the Contractor from fulfilling their obligations. This also includes labor strikes in the Contractor's business or that of third parties.

5.3

The Contractor also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after the Contractor should have fulfilled their obligation. In such cases, the Contractor shall make reasonable efforts to limit the consequences of force majeure wherever reasonably possible.

5.4

The Contractor may suspend their obligations under the agreement during the period that the force majeure continues. If this period lasts longer than 30 days, either party is entitled to terminate the agreement without any obligation to compensate the other party for damage. This, however, does not mean that outstanding claims will lapse.

5.5

If, at the time of the occurrence of force majeure, the Contractor has already partially fulfilled their obligations under the agreement or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, the Contractor shall be entitled to invoice the already fulfilled or to be fulfilled part separately. In such cases, the Client is obliged to pay this invoice as if it were under a separate agreement.

Article 6 - Payment and Collection Costs

6.1

Payment must always be completed within 30 days of the invoice date, in the manner specified by the Contractor and in the currency in which the invoice is issued, unless the Contractor indicates otherwise in writing. Only payments to Data Ilumina, to the IBAN account number specified by the Contractor, are considered valid in this regard.

6.2

The Contractor is entitled to invoice periodically.

6.3

If the Client fails to pay an invoice on time, the Client shall automatically be in default. The Client is then liable for statutory interest (Dutch: wettelijke rente).

6.4

The interest on the outstanding amount shall be calculated from the moment the Client is in default until the moment the full amount due has been paid.

6.5

The Contractor has the right to allocate payments made by the Client first to the costs of collection, then to the interest due, and finally to the principal amount and the current interest.

6.6

The Contractor may, without being in default, refuse an offer of payment if the Client specifies a different order for the allocation of the payment.

6.7

The Contractor may refuse full repayment of the principal amount if the outstanding and current interest and collection costs are not also paid directly.

6.8

The Client is never entitled to offset any amount owed to the Contractor. Objections to the amount of an invoice do not suspend the obligation of payment.

6.9

Any Client who is not entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code; in Dutch: Burgerlijk Wetboek) shall also not be entitled to suspend payment of an invoice for any other reason.

6.10

Any disputes regarding invoices and / or payments must be communicated to the Contractor at the shortest notice, but never later than within 14 days. Once this period is exceeded, the Client can no longer invoke any right to revise the invoices and / or payments.

6.11

If the Client is in default or fails to fulfill its obligations in a timely manner, all reasonable costs incurred to obtain payment out of court shall be borne by the Client. The extrajudicial costs are calculated based on what is customary in Dutch collection practice. If the Contractor has incurred higher collection costs that were reasonably necessary, the actual costs incurred shall be eligible for reimbursement. Any judicial and execution costs incurred shall also be charged to the Client. The Client is also liable for interest on the collection costs due.

Article 7 - Retention of Title

7.1

The goods delivered by the Contractor under the agreement remain the property of the Contractor until the Client has properly fulfilled all obligations under the agreement(s) concluded with the Contractor. This includes the full payment of all claims arising from the assignment.

7.2

The goods delivered by the Contractor, which fall under the retention of title pursuant to paragraph 1 of this article, may not be modified, resold, or used as a means of payment, unless agreed otherwise explicitly and in writing. The Client is not authorized to pledge or otherwise encumber the goods subject to the retention of title. The Client shall always do everything reasonably expected to safeguard the Contractor's ownership rights.

7.3

In case third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Client is obliged to notify the Contractor immediately.

7.4

Furthermore, the Client undertakes to insure and keep insured any goods delivered under retention of title against fire, explosion, water damage, and theft, and to provide the insurance policy for inspection upon the Contractor's first request. In the event of a payout under the insurance, the Contractor shall be entitled to these funds. To the extent necessary, the Client undertakes in advance to cooperate with anything that may be necessary or desirable in this context.

7.5

In the event that the Contractor wishes to exercise their ownership rights as indicated in this article, the Client grants, in advance, unconditional and irrevocable permission to the Contractor and third parties designated by the Contractor to enter any place where the Contractor's goods may be located and to retrieve them. The Contractor shall make reasonable efforts to inform the Client of any exercise of these rights in a timely manner.

Article 8 - Guarantees, Inspection and Complaints; Limitation Period

8.1

The goods supplied by the Contractor shall meet the usual requirements and standards that can reasonably be expected of them at the time of delivery and for which they are intended under normal use in the Netherlands. The guarantee mentioned in this article applies to goods intended for use within the Netherlands.

8.2

In case of the use of any supplied goods outside the Netherlands, the Client must verify on their own accord whether the use is suitable for the conditions there and whether the use meets the imposed requirements. In such cases, the Contractor may impose other guarantees and / or additional conditions regarding the goods to be supplied or the services to be performed.

8.3

The guarantee mentioned in paragraph 1 of this article is valid for a period of 30 days after delivery, unless the nature of the delivered goods dictates otherwise or in case the parties have agreed otherwise. If the guarantee provided by the Contractor concerns goods produced by a third party, the guarantee is limited to that provided by the producer of the goods, unless stated or explicitly agreed upon otherwise.

8.4

Any form of guarantee shall lapse if a defect arises as a result of or is attributable to improper or incorrect use, use after the expiration date, incorrect storage or maintenance by the Client and/or third parties, or if, without the Contractor's written consent, the Client or third parties have made or attempted to make modifications to the goods, attached items that should not be attached, or processed or treated the goods in a manner other than prescribed.

8.5

The Client is also not entitled to any guarantee if the defect is caused by or results from circumstances beyond the Contractor's control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.

8.6

The Client is obliged to inspect the delivered goods (or have them inspected) immediately upon receipt or upon completion of the relevant services. The Client must verify whether the quality and / or quantity of the delivered goods corresponds to what was agreed upon and meets the requirements agreed upon by the parties. Any visible defects must be reported in writing to the Contractor within 14 days of delivery. Any non-visible defects must be reported at the shortest notice, but never later than 14 days after discovery, in writing to the Contractor. The report must contain a specification of the defect that is described as accurately as possible to enable the Contractor to respond adequately. The Client must provide the Contractor with the opportunity to investigate the complaint (or have it investigated).

8.7

If the Client lodges a timely complaint, it must be done in writing. Any complaint does not suspend the obligation of payment. The Client remains obliged to accept and pay for the remaining ordered goods and services for which the Client has instructed the Contractor. If a defect is reported later, the Client shall no longer be entitled to repair, replacement, or compensation.

8.8

Once it is established that a good is defective and a timely complaint has been lodged, the Contractor will, within a reasonable period after receipt of the returned goods or, if a return is not reasonably possible, after written notification of the defect by the Client, at the Contractor's discretion, replace the defective good, arrange for its repair, or provide compensatory payment to the Client. In the case of replacement, the Client is obliged to return the replaced good to the Contractor and transfer ownership of it to the Contractor, unless the Contractor explicitly indicates otherwise.

8.9

Once it is established that a complaint is unfounded, all costs arising therefrom, including investigation costs incurred by the Contractor, shall be fully borne by the Client.

8.10

After the expiration of the guarantee period, all costs for repair or replacement, including administration, shipping, and travel costs, will be charged to the Client at the then-current rates.

8.11

Contrary to statutory limitation periods, the limitation period for all claims and defenses against the Contractor and third parties involved in the execution of an agreement by the Contractor is 365 days. The date of delivery shall be considered the start date of this period.

Article 9 - Liability

9.1

If the Contractor is liable, such liability is limited to what is stipulated in this provision. The Contractor shall not be liable for any damage, of any nature, arising from the Contractor relying on incorrect and / or incomplete information provided by or on behalf of the Client.

9.2

If the Contractor is liable for any damages, the Contractor's liability is limited to a maximum of one time the invoice value of the order, or solely to that part of the order that relates to the liability, whichever the lesser.

9.3

In any case, the Contractor's liability shall always be limited to the amount paid out by their insurer, if applicable.

9.4

The Contractor shall only be liable for direct damages. Direct damages are understood to mean only the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, the reasonable costs incurred to bring the defective performance of the Contractor in line with the agreement, insofar as these can be attributed to the Contractor, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a reduction of direct damages as referred to in these general terms and conditions.

9.5

The Contractor is never liable for indirect damages, including consequential damages, lost profits, missed savings, and damages due to business interruption.

9.6

The limitations of liability set out in this article do not apply if the damage is due to (ill) intent or gross negligence on the part of the Contractor.

Article 10 - Indemnification

10.1

The Client indemnifies the Contractor against any claims by third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to someone other than the Contractor.

10.2

If the Contractor is held liable by third parties on this basis, the Client is obliged to assist the Contractor both out of court and in court and to immediately do everything that can reasonably be expected of the Client in such cases.

10.3

If the Client fails to take adequate measures, the Contractor is entitled, without notice of default, to take such measures themselves. All costs and damage incurred by the Contractor and third parties as a consequence shall be fully borne by the Client.

Article 11 - Intellectual Property

11.1

The Contractor reserves the rights and powers granted to it under the Copyright Act and other intellectual property laws and regulations. Any exception to this must be agreed upon in writing and explicitly in advance by all parties involved.

11.2

The Contractor has the right to use the knowledge acquired by the Contractor during the execution of an agreement for other purposes, provided that no strictly confidential information of the Client is disclosed to third parties.

Article 12 - Applicable Law and Disputes

12.1

Dutch law applies exclusively to all legal relationships in which the Contractor is a party, even if an obligation is performed wholly or partly abroad or if the party involved in the legal relationship is domiciled there.

12.2

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

12.3

The court in the place of establishment of the Contractor has exclusive jurisdiction to be notified of disputes, unless the law mandatorily provides otherwise. Nevertheless, the Contractor shall possess the right to submit the dispute to the court having jurisdiction under the law.

12.4

The parties will only resort to the court after they have made every effort to resolve the dispute through mutual consultation. The parties will each individually or jointly consider the possibility of mediation and arbitration.

Article 13 - Location and Amendment of General Terms and Conditions

13.1

The general terms and conditions may be periodically revised by Data Ilumina. If a provision in the terms and conditions conflicts with any provision in an agreement between the Client and the Contractor, the conflicting provision in the agreement shall prevail.

13.2

The terms and conditions applicable to an agreement are always those published on the website of Data Ilumina at the time of signing the agreement between the Client and the Contractor. The administration and archive of Data Ilumina are decisive in this regard. The terms and conditions can also be requested as a PDF document by sending an email to: contact[at]datailumina[dot]com.

13.3

The Dutch text of the general terms and conditions is always decisive for their interpretation.

13.4

Any changes to these terms and conditions will be communicated in writing.

Article 14 - Miscellaneous Provisions

14.1

Headings and numbering of articles are solely intended to facilitate reference to articles and shall not affect the meaning or interpretation of the relevant articles.

14.2

The definition of words in the singular includes the plural form and vice versa. If a gender is indicated with respect to persons or parties, that designation also applies to the other gender. If a verb is defined in a definition, conjugations of this verb written with a capital letter are also covered by the (conjugated) definition.