Terms & Conditions

General Terms and Conditions – English Version
Version 2.0, filed with the Chamber of Commerce on 1 July 2025, under number 56641761, and available on the 12Connect Energy website.
1. Definitions
1.1 In these General Terms and Conditions, the following definitions apply:
•    Service Provider: the legal entity providing services and/or products to the Client.
•    Client: the party entering into an agreement with the Service Provider for services and/or products.
•    Agreement: any agreement concluded between the Service Provider and the Client, including amendments, supplements, and related documents.
•    Products: tangible and intangible goods, including software, hardware, and documentation provided by the Service Provider.
•    Services: the provision of services, including but not limited to consultancy, support, hosting, maintenance, and other services provided by the Service Provider.
2. Applicability
2.1 These terms and conditions apply to all offers, quotations, and agreements between the Service Provider and the Client, unless explicitly agreed otherwise in writing.
2.2 Any terms and conditions of the Client are expressly rejected.
2.3 Deviations from these terms and conditions are only valid if explicitly confirmed in writing by the Service Provider.
3. Offers and Formation of Agreement
3.1 All offers from the Service Provider are without obligation, unless explicitly stated otherwise.
3.2 An agreement is formed once the Service Provider confirms the Client’s order in writing or starts executing the order.
3.3 Any quotes or prices provided are based on the information provided by the Client. Additional work arising from incorrect or incomplete information will be charged separately.
4. Obligations of the Client
4.1 The Client shall provide all necessary cooperation for the proper execution of the Agreement, including timely delivery of data, information, and access.
4.2 The Client is responsible for the accuracy and completeness of the information provided to the Service Provider.
4.3 The Client will ensure that its staff or third parties engaged by the Client comply with the obligations under this Agreement.
4.4 The Client shall implement adequate security measures to protect systems, infrastructure, and data.
4.5 The Client shall provide access, equipment, and facilities as agreed or reasonably required by the Service Provider.
5. Duration and Termination
5.1 Unless otherwise agreed, agreements are entered into for the duration specified in the agreement.
5.2 Termination must be in writing, observing any agreed notice period.
6. Fees and Payment
6.1 Fees are due according to the payment terms in the Agreement.
6.2 Payments must be made within the agreed period without set-off or suspension.
6.3 If the Client fails to pay on time, the Client is in default by operation of law and owes statutory interest and any collection costs.
7. Delivery and Acceptance
7.1 Delivery of Products is deemed complete when the Client receives the Products at the agreed location.
7.2 The Client shall inspect delivered Products and notify the Service Provider of any defects within 14 days.
7.3 Acceptance of Services occurs either upon completion or after an agreed acceptance procedure.
8. Changes to the Agreement
8.1 Any changes to the Agreement must be in writing and agreed upon by both parties.
8.2 If the Client requests changes that affect scope, time, or cost, the Service Provider will provide a revised proposal.
9. Suspension and Termination by the Service Provider
9.1 The Service Provider may suspend its obligations if the Client fails to fulfill its obligations, including timely payment.
9.2 The Service Provider may terminate the Agreement in whole or in part with immediate effect if the Client seriously breaches the Agreement.
10. Intellectual Property Rights
10.1 All intellectual property rights relating to Products and Services remain with the Service Provider, unless explicitly agreed otherwise.
10.2 The Client may use Products or Services solely as permitted by the Agreement.
10.3 The Client may not copy, modify, distribute, or make available Products or Services without prior written consent.
11. Confidentiality
11.1 Each party shall maintain confidentiality regarding all confidential information received.
11.2 Confidential information shall not be disclosed, except as required by law or with prior written consent.
11.3 Confidentiality obligations remain in force for five (5) years after the end of the Agreement.
12. Liability
12.1 The liability of the Service Provider is limited to direct damage up to a maximum of €250,000 per event or series of related events.
12.2 The Service Provider is not liable for indirect damage such as consequential loss, loss of profit, missed savings, fines, reputational damage, data loss, damage due to hacked applications or systems, or business interruption.
12.3 The Service Provider is not liable for damage caused by incorrect or incomplete information provided by the Client or failure to provide access or facilities as required.
12.4 The Service Provider is not liable for damage resulting from misuse of access codes, certificates, or security measures unless caused by intent or gross negligence of the Service Provider’s management.
12.5 The Service Provider is not liable for shortcomings of third parties engaged by the Service Provider.
12.6 Liability for cyber incidents exists only if directly caused by demonstrable shortcomings in security measures for which the Service Provider is responsible.
12.7 Liability does not apply for software of third parties used in the Service Provider’s solutions.
12.8 The Client indemnifies the Service Provider against claims from third parties resulting from the Client’s breach of obligations.
12.9 The Client must report defects within 14 days of discovery.
12.10 The Client shall provide a reasonable period for investigation, at least two (2) months.
12.11 Liability remains for death, personal injury, or damage caused by intent or gross negligence.
12.12 The Client is liable for damage to the Service Provider’s property and damage due to unauthorized access or use.
13. Warranties and Use
13.1 The Service Provider provides a two-year warranty on Services; manufacturer warranties apply to Products.
13.2 The warranty covers:
a. Replacement of defective media;
b. Virus-checked files;
c. Notification of upgrades;
d. Software functioning substantially according to specifications.
13.3 Warranty does not cover incorrect hardware or operating systems or the presence of viruses or spyware.
13.4 Technical features may change due to third-party service modifications.
13.5 Costs after the warranty period are charged to the Client.
13.6 Warranty does not apply to misuse or failure to follow instructions.
13.7 The Client may not connect other equipment to the network point without written consent.
14. Software
14.1 Software is provided under a non-exclusive, non-transferable, non-sublicensable license.
14.2 The Client has no rights to the source code.
14.3 Software may be used on alternative hardware if originally agreed.
14.4 Software may only be used for the Client’s internal business purposes.
14.5 Software may not be sold, rented, transferred, sublicensed, or made available to third parties.
14.6 The Client shall cooperate in verifying compliance with use restrictions.
14.7 The Service Provider provides software and documentation either physically or online.
14.8 If no acceptance test is agreed, the Client accepts software “as is.”
14.9 If an acceptance test is agreed, the period is 14 days.
14.10 Acceptance occurs upon completion of the test, rectification of errors, or productive use.
14.11 Errors found during the acceptance test must be reported in detail; the Service Provider will endeavor to resolve them.
14.12 Acceptance may not be withheld for minor errors or subjective aspects.
14.13 Partial delivery does not affect acceptance of previous phases.
14.14 Acceptance releases the Service Provider from obligations regarding delivery and installation.
14.15 Acceptance does not affect warranty rights.
15. Hosting
15.1 The Service Provider delivers hosting services as agreed.
15.2 Storage and traffic limits must not be exceeded unless agreed. Overage will be billed separately.
15.3 Hosting may be temporarily unavailable for maintenance; downtime will be minimized and communicated.
16. Force Majeure
16.1 The Service Provider is not liable for non-performance due to circumstances beyond its control, including war, terrorism, epidemics, natural disasters, technical failures, or third-party failures.
16.2 Obligations are suspended during force majeure; after 30 days, the Service Provider may terminate; after 90 days, the Client may terminate.
17. Confidentiality
17.1 Confidential information must be kept secret and safeguarded.
17.2 Exceptions include public information, previously owned information, legally required disclosure, or independently developed information.
17.3 Obligations remain five (5) years after termination.
18. Privacy
18.1 A data processing agreement will be concluded for personal data, in compliance with GDPR.
18.2 Both parties will take appropriate technical and organizational measures to protect personal data.
18.3 The Client shall cooperate with GDPR compliance.
18.4 Privacy details are available in the Service Provider’s privacy statement.
19. Security
19.1 The Service Provider implements technical and organizational security measures.
19.2 Access codes and security measures are confidential and managed by the Client.
19.3 The Client ensures licenses and permissions for third-party software used in security testing.
19.4 Security measures may be adapted by the Service Provider.
19.5 The Client shall maintain adequate security of systems.
19.6 The Client is responsible for following security instructions; the Service Provider is not liable for non-compliance.
19.7 Security measures may not be removed or circumvented by the Client.
20. Intellectual Property Rights
20.1 All intellectual property rights remain with the Service Provider.
20.2 Delivery does not transfer intellectual property rights.
20.3 Modifying, copying, distributing, or reverse engineering is prohibited.
20.4 Rights markings may not be removed.
20.5 Databases may only be linked to third-party software with permission.
20.6 Use rights may be granted under a personal, non-transferable license.
20.7 The Client indemnifies the Service Provider against third-party claims resulting from Client specifications.
20.8 Use rights end upon termination of the Service.
20.9 The Client must remove all intellectual property after use rights expire.
21. Penalty
21.1 Breach of confidentiality, privacy, or IP rights incurs an immediate fine of €100,000 per violation plus €10,000 per day or part of a day. Additional compensation may be claimed.
22. Employee Protection
22.1 The Client may not hire or solicit Service Provider employees involved in the Agreement within one year of termination without written consent.
23. Termination
23.1 The Service Provider may terminate immediately if the Client fails or threatens to fail obligations.
23.2 The Client is liable for all resulting damages.
24. Termination in Case of Insolvency
24.1 The Client must immediately inform the Service Provider of bankruptcy, suspension of payments, business transfer, or change in control.
24.2 In such cases, the Service Provider may terminate the Agreement with immediate effect; claims are immediately due.
24.3 Provisions intended to survive termination, including liability, confidentiality, privacy, IP rights, penalties, employee protection, and governing law, remain in force.
25. Expiry and Transfer of Rights
25.1 Claims of the Client expire one year after knowledge of the claim if not legally pursued.
25.2 Client rights may not be transferred without prior written consent.
26. Partial Invalidity and Amendments
26.1 The Service Provider may amend the general terms and conditions; the Client will be informed.
26.2 Invalid provisions are replaced by legally binding provisions reflecting the original intent.
27. Translation
27.1 Dutch and English versions exist; in case of discrepancy, the Dutch text prevails.
28. Governing Law and Dispute Resolution
28.1 Dutch law applies exclusively; the CISG is excluded.
28.2 Disputes are submitted to the court of the Service Provider’s location, or optionally, the Client’s location.