Terms and Conditions

General Terms and Conditions GLBNXT B.V.

Version: March 2025

Article 1. Definitions and Applicability

1.1 In these General Terms and Conditions ("Terms"), the following definitions apply:

a. Service(s): The activities described in the Agreement that GLBNXT provides to the Client, which may include developing, implementing, maintaining, making the Application available remotely or otherwise, granting user access, user support, project guidance, consultancy services, or other agreed services.

b. Defect: A reproducible imperfection by GLBNXT, consisting of the substantial non-compliance of the Application or Services with the functional or technical specifications and/or user documentation explicitly communicated in writing by GLBNXT.

c. License: The right granted by GLBNXT to the Client for the use of the Application.

d. Client: The natural or legal person with whom GLBNXT enters into an Agreement.

e. Agreement: A (specific) agreement between the Client and GLBNXT for the provision of a particular Application and/or Services by GLBNXT.

f. Application: The software application provided by GLBNXT via a SaaS model to the Client.

g. GLBNXT: GLBNXT B.V., located at Druivenstraat 5-7, 4816 KB Breda, registered with the Dutch Chamber of Commerce (KvK) under number 95536779.

1.2 These Terms are part of all Agreements and apply to all related (legal) actions of GLBNXT and the Client. In case of conflict, the Agreement prevails over these Terms.

1.3 The applicability of the Client’s general terms and conditions, by any name, is expressly rejected by GLBNXT.

1.4 Deviations from these Terms and the Agreement are only valid if explicitly agreed upon in writing by both GLBNXT and the Client.

Article 2. Formation of Agreements

2.1 All offers and quotations from GLBNXT are without obligation unless otherwise stated by GLBNXT. An Agreement is only concluded once GLBNXT confirms it in writing to the Client.

2.2 The Client guarantees the accuracy and completeness of the data provided by or on behalf of them, which GLBNXT relies on for its offer.

2.3 The Client is responsible for the correct selection, use, application, and management of the Application and Services within its organization, including ensuring the necessary internet and other connections, if required from third parties.

Article 3. Execution of Agreements; Cooperation Obligation

3.1 Unless explicitly agreed upon with a sufficiently defined result, GLBNXT’s obligations are considered obligations of effort. GLBNXT does not guarantee that the Application and Services will always function without limitations, interruptions, or errors or that all Defects can be resolved. GLBNXT reserves the right to make changes or improvements to the Application or Services, including associated documentation and procedures, as deemed necessary.

3.2 The Client must provide all necessary cooperation for the execution of the Agreement by GLBNXT, including providing required documentation, data, information, (computer and telecommunication) facilities, and appropriate workspaces.

3.3 The Client is responsible for ensuring that access to its account and the Application is restricted to authorized personnel and that login credentials are securely stored. The Client is responsible for all access to the account and the Application.

3.4 The Client will use the Application and Services only for the intended and agreed purposes. Specifically, the Client may not: Reverse-engineer the Application or attempt unauthorized access. Resell or allow the unauthorized use of the Application. Disrupt the integrity or performance of the Application or related data. Collect data from or about the Application. Use the Application or confidential GLBNXT information for benchmarking or competitive analysis.

3.5 The Client warrants that they have obtained all necessary rights, authorizations, and licenses for accessing and using the Application.

Article 4. Pricing and Payment

4.1 All prices are in euros and exclude VAT and other government-imposed levies.

4.2 GLBNXT reserves the right to adjust its prices and fees annually on January 1st according to the Dutch consumer price index. Additionally, GLBNXT may pass on price increases from suppliers and expansions of functionalities due to regulatory changes.

4.3 The Client must pay invoices within fourteen (14) days. Late payment results in immediate default, with all outstanding amounts becoming due. A statutory commercial interest rate applies from the due date without prior notice.

4.4 The Client may not suspend any payment obligation without prior agreement with GLBNXT.

Article 5. Data Processing and Confidentiality

5.1 If GLBNXT processes third-party personal data under the Agreement, a Data Processing Agreement will be established.

5.2 The Client guarantees that any data provided to GLBNXT complies with laws and does not infringe on third-party rights.

5.3 Both parties must maintain confidentiality of all confidential information obtained under the Agreement.

5.4 Upon termination of the Agreement, all obtained information must be returned upon request.

Article 6. Use of the Application and License

6.1 GLBNXT provides the Client with a license for the duration of the Agreement to use the Application as SaaS. The Client acknowledges that any violation of the Terms constitutes a material breach and an infringement on GLBNXT’s intellectual property rights.

6.2 Licenses are non-exclusive, non-transferable, and non-sublicensable. 6.3 GLBNXT may temporarily suspend the Application for maintenance and will notify the Client where possible.

6.4 The Client may access AI-powered features within the Application, recognizing that AI-generated results may not always be accurate. The Client is responsible for verifying these results.

Article 7. Intellectual Property Rights

7.1 All intellectual property rights related to the Application, Services, databases, and documentation belong solely to GLBNXT. The Client only receives the explicitly granted usage rights.

Article 8. Delivery and Deadlines

8.1 Delivery times and deadlines are indicative unless explicitly agreed otherwise in writing. GLBNXT is not in default if it exceeds an indicative deadline unless the Client has formally notified GLBNXT in writing.

Article 9. Duration and Termination

9.1 The Agreement’s initial term is specified in the Agreement. If no duration is stated, the Agreement lasts one (1) year.

9.2 Unless otherwise specified, the Agreement automatically renews annually unless terminated with at least three (3) months’ notice before the renewal date.

9.3 GLBNXT may terminate the Agreement immediately if the Client: Enters bankruptcy or suspension of payments. Undergoes liquidation or ceases business operations. Experiences a change in controlling ownership.

Article 10. Liability of GLBNXT 10.1 GLBNXT’s total liability for direct damages is capped at the Agreement’s annual value, with a maximum of €25,000.

10.2 GLBNXT is not liable for indirect damages, lost profits, or business interruptions.

10.3 Liability applies only if the Client formally notifies GLBNXT of the issue and provides an opportunity to rectify it.

10.4 Claims for damages must be made within twelve (12) months.

Article 11. Force Majeure

11.1 Neither party is liable for failure to fulfill obligations due to force majeure, including but not limited to supplier failures, government measures, internet disruptions, or labor strikes.

11.2 If a force majeure event lasts over thirty (30) days, either party may terminate the Agreement without additional obligations.

Article 12. Amendments and Additional Work

12.1 GLBNXT may amend the Terms if external factors such as regulatory changes impact the Agreement.

12.2 Additional work requested by the Client will be charged separately.

Article 13. Governing Law and Dispute Resolution

13.1 Dutch law applies to these Terms and Agreements.

13.2 Disputes will be settled by the competent Dutch court.

13.3 The Agreement may not be transferred without prior written consent from the other party, except in cases of corporate restructuring.