General terms & conditions

Article 1 / Definitions

In these General Terms and Conditions and the Agreements, the following terms have the following meanings in both singular and plural:

General Terms and Conditions: these general terms and conditions, regardless of the form in which they are made known;

SevenLab: 7Lab B.V., with offices at Danzigerbocht 39 - G, 1013 AM, Amsterdam, chamber of commerce number: 84815515;

Third parties: parties other than SevenLab and Clients of SevenLab;

Client: the Party with whom SevenLab has concluded an Agreement;

Service: the activities that SevenLab performs for Client, and/or services that SevenLab delivers, as well as all other (legal) acts as described in the Agreement;

Errors: the attributable failure of the functional specifications delivered by SevenLab to the functional specifications expressly agreed in writing between Parties. Errors can only be considered as such if Client can prove them;

Repair Work: the Service concerning the performance of repair work following the occurrence of Errors;

Intellectual Property Rights: all intellectual property rights and related rights, such as trade name rights, trademark rights, design rights, copyrights, database rights, neighbouring rights and patent rights as well as domain names and rights to know-how created by SevenLab in the course of providing the Services;

Additional work: the work or other services performed or to be performed by SevenLab that falls outside the content and/or scope of the agreed upon work and/or performance;

Parties: Client and SevenLab;

Maintenance: the Service that SevenLab can provide to the Client on the basis of a separate Agreement, also consisting of upgrading the purchased Service and/or updates of the Software used;

Agreement: the Agreement in writing that SevenLab has concluded with a Client;

Term: the period agreed by SevenLab and Client in which the assignment will be completed.

In writing: Written communications can be made by letter or e-mail.

Software: the software of SevenLab, including (web) applications, the associated documentation, external features, interfaces, layout and other software-related products/services, as further described in the Agreement, if applicable.

Article 2 / General

2.1 The General Terms and Conditions are applicable to the Agreement, the provision of Software, the performance of Services, quotations and all other (legal) acts performed by SevenLab to or for the benefit of the Client, regardless of whether these are done or created orally, in writing, electronically or in any other form. Furthermore, these General Terms and Conditions are applicable to all subsequent Agreements between the Client and SevenLab.

2.2 Deviations from and additions to the General Terms and Conditions and/or the Agreement are only valid if they have been agreed in writing between the Parties.

2.3 In view of the specific nature of the provisions of the Agreement, the Agreement may deviate from the provisions of these General Terms and Conditions. The provisions in the Agreement prevail over the provisions in the General Terms and Conditions.

2.4 If a provision of the General Terms and Conditions is null and void or is annulled, this will not affect the applicability of the other provisions of the General Terms and Conditions. SevenLab will, in these circumstances, adopt new provisions whereby the purpose and purport of the void/nullified provision will be taken into account as much as possible.

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

2.6 The data relating to the Client such as Agreements and arrangements that SevenLab has in its possession are leading, subject to evidence to the contrary from the Client.

2.7 SevenLab explicitly excludes the applicability of any general (purchase) conditions of Client.

2.8 SevenLab is entitled to change the General Terms and Conditions and will apply the new terms and conditions thirty (30) days after notification. The change will in any case be communicated to the Client directly in writing. In case SevenLab changes the General Terms and Conditions and the Client does not agree to these changes, the Client can notify SevenLab in writing within fourteen (14) days after notification of the changes. If the Client refuses the amendments, the old General Terms and Conditions remain applicable, unless SevenLab chooses to terminate the Agreement with the Client by giving written notice. In that event, the Agreement ends on the date the new General Terms and Conditions would have taken effect. The Client is not entitled to any compensation in such a case.

2.9 Client grants SevenLab permission in advance to transfer the Agreement and legal relationship of Client with SevenLab to a company affiliated to SevenLab (for example a mother/subsidiary company). If the Agreement and legal relationship is to be transferred to a third party (not being an affiliate of SevenLab), SevenLab will ask the Client for permission to do so. The Client will cooperate in this, unless the Client has compelling reasons to refuse its permission.

2.10 In the event of any inconsistency between documents, (i) the Data Processing Agreement shall prevail with respect to privacy and data protection matters, (ii) next the Agreement (Order Form), and (iii) thereafter these General Terms and Conditions.

Article 3 / Conclusion of the Agreement

3.1 All offers and quotations of SevenLab are without obligation, unless explicitly stated otherwise in writing.

3.2 An Agreement is concluded by the acceptance by SevenLab of an assignment from the Client.

3.3 All Agreement(s) concluded by the Client are binding and cannot be revoked by the Client.

3.4 Each Party shall comply with all relevant local, national or supranational laws, convention, rules, regulations, decrees, and any applicable authorisations which apply in the jurisdiction in which it operates.

Article 4 / Execution of services by SevenLab

4.1 For the duration and on the basis of the Agreement, SevenLab offers the Client services relating to the performance of the Service as agreed in the Agreement.

4.2 SevenLab will deliver and/or perform the Service using all reasonable skill and care in accordance with the standard expected in the industry within the agreed Term and in accordance with the agreed specifications. However, all Terms stated serve only as a guideline and are therefore never fatal unless expressly agreed otherwise in writing. Should it appear that a specified Term is not being met, SevenLab will consult with the Client about this, as far as reasonably possible prior to the expiry of the Term, and issue a new indication of the revised delivery term.

4.3 SevenLab will make every effort to provide and/or perform the Service in accordance with the agreed specifications.

4.4 Client accepts that if Software is delivered, it only contains the functionality and other properties as found by Client at the time of use ("as is"), therefore with all visible and invisible Errors and defects. SevenLab is not liable for damages in any form whatsoever resulting from Errors and/or defects of the delivered Services. SevenLab will make every effort to remedy the Errors and Faults (as far as attributable to SevenLab) within a reasonable period of time.

4.5 SevenLab will, in the case of Errors in the Service and/or performance provided, make every effort to solve these in accordance with the Service Level Agreement. If no Service Level Agreement has been agreed upon, SevenLab will make every effort to solve Errors as quickly as practically possible following the Client's timely notification of such errors to SevenLab. If Errors are caused by the fault of the Client, SevenLab has the right to charge its usual rate with regard to the Repair Work to be performed by SevenLab.

4.6 SevenLab is entitled to (temporarily) put the Service out of use, for example, for maintaining or adjusting the Service, without any right of the Client to terminate, cancel or claim damages against SevenLab. SevenLab will in such a situation inform the Client in advance, as far as reasonably possible.

4.7 SevenLab is entitled to improve the Service at its own discretion and to always adapt the Service to the current state of the art and the developments in the market, and to (temporarily) put the Service out of use if necessary, without the Client being entitled to any compensation, cancellation or dissolution. SevenLab will, if this adaptation causes inconvenience to the Client, inform the Client in advance of such a situation, providing as much notice as far as is practically possible. It is only allowed to carry out the improvement if it is not detrimental to the Client.

4.8 SevenLab will make every effort to inform the Client about the nature and expected duration of the interruption in case of unavailability of the Service, due to malfunctions, Maintenance or other causes.

4.9 If, in the opinion of SevenLab, the performance of the Agreement involves extra work that is attributable to the Client (for example because the Client provides incomplete/incorrect information), SevenLab is entitled to charge all extra time and costs spent, including those of Third Parties, to the Client. SevenLab will inform the Client in advance of these extra activities.

4.10 Purchase of new software, licences, equipment and the like as well as repairs from Third Parties necessary for the performance of the Service fall outside the standard rates of SevenLab and will be charged to Client. SevenLab will ask Client's prior approval for this.

4.11 If (parts of) the Service or Software contain AI functionalities, the Client acknowledges and accepts that AI technology, due to its self-learning or statistical nature, is not always 100% accurate, complete, or error-free. SevenLab strives to develop and maintain the AI components to the best of its ability but cannot guarantee that the generated outcomes or analyses will always be correct or suitable for the Client's intended purpose. The Client remains fully responsible for verifying the accuracy and completeness of the output of AI functionalities before relying on it or taking further action based on it.

4.12 SevenLab is not liable for any damages resulting from decisions or actions that are (partially) based on AI-generated results, except in cases of intent or willful recklessness on the part of SevenLab. Any timelines or expectations regarding AI performance are indicative and do not constitute strict deadlines.

Article 5 / Additional work

5.1 SevenLab assesses to what extent a requested performance falls within the scope of the Agreement concluded. If SevenLab decides that Additional Work is involved, it will motivate this decision in writing, if requested by the Client.

5.2 If SevenLab performs Additional Work at the request or with the prior consent of the Client, the Client will reimburse SevenLab for this Additional Work in accordance with SevenLab's usual rates. SevenLab will only proceed to perform Additional Work after the Client has given permission for this.

5.3 SevenLab is not obliged to comply with a request from Client to perform Additional Work and may require that a separate, written agreement be concluded for the purpose of performing Additional Work.

5.4 The Client accepts that the agreed and/or expected time for delivery of the Service, and any price agreed in advance, may be influenced and/or changed by Additional work.

5.5 The fact that (the demand for) Additional Work arises during the execution of the Agreement is no ground for the Client to terminate or dissolve the Agreement and does not give any right to compensation.

Article 6 / Time limits

6.1 The (delivery) dates mentioned by SevenLab have been determined to the best of our knowledge on the basis of the information known to SevenLab at the time of entering into the Agreement and they will be taken into account as far as possible. Terms mentioned by SevenLab and/or terms agreed upon between Parties are only indicative and are never fatal. The mere exceeding of such periods by SevenLab does not cause SevenLab to be in default. SevenLab is only in default when the Client has given SevenLab written notice of default, whereby Client has given SevenLab a reasonable period to remedy the shortcoming and SevenLab has not remedied the shortcoming within the said reasonable period. This notice of default should contain a description of the shortcoming as complete as possible, so that SevenLab can respond adequately.

6.2 Any additional work or a change in the performance of the Agreement shall not be applicable if the Parties have agreed on additional work or a change in the performance of the Agreement.

Article 7 / Hosting and related services

7.1 In the event that the Service (also) includes the provision of services relating to the storage and/or passing on of material provided by the Client to Third Parties, such as in the case of web hosting or e-mail services, the provisions of this article also apply.

7.2 Client will not publish or offer any information through (the servers of) SevenLab that is in violation of Dutch law. This includes in particular, but not exclusively, information that is offered without permission of the copyright holder(s), information that is defamatory, threatening, insulting, racist, hateful or discriminatory, information that contains child pornography and information that violates the privacy of Third Parties or constitutes a form of stalking, as well as hyperlinks, torrents or other references to such information on websites of Third Parties anywhere in the world (even if the information would be legal in the relevant jurisdiction).

7.3 Third parties can submit complaints to SevenLab if they believe that there has been an act in violation of Article 7.2. If, in the opinion of SevenLab, a complaint is justified, SevenLab is entitled to remove the material or make it inaccessible. In that case SevenLab is also entitled to provide personal data of the Client to a notifier or to the competent authorities. SevenLab will inform the Client if a situation as referred to herein occurs. Before implementing the measure referred to in this provision, SevenLab will enable the Client to react to the opinion that there is a violation of Article 7.2.

7.4 In case of (possible) criminal information, SevenLab is entitled to report this. SevenLab can hereby hand over all relevant information about the Client to the competent authorities and perform all other actions that these authorities request SevenLab to perform in the framework of the investigation.

7.5 In case of a well-founded complaint about the information offered/stored by Client, SevenLab is entitled to dissolve and/or terminate the Agreement.

7.6 Client refrains from hindering other Clients or internet users, or causing damage to the servers. The Client is forbidden to start processes or programs, whether or not via the server, of which the Client knows or can reasonably suspect that this obstructs or damages SevenLab, other Clients, or internet users. SevenLab will inform the Client about possible measures.

7.7 Client shall comply with the generally accepted rules of conduct on the internet as laid down in RFC1855 and any subsequent versions thereof.

7.8 Without the permission of SevenLab the Client is prohibited to transfer or make available to Third Parties the user name or user names and password or passwords provided by SevenLab.

7.9 SevenLab can set a maximum of the amount of storage space or data traffic per month that the Client may use within the framework of the Service. This maximum will be laid down in the Agreement. If this maximum is exceeded, SevenLab is authorised to charge an additional amount, in accordance with the amounts for extra data traffic used by SevenLab. No liability exists for the consequences of not being able to send, receive, store or change data, if an agreed limit for storage space or data traffic has been reached.

7.10 Client hereby grants SevenLab permission to distribute, store, transmit or copy all materials distributed by Client through SevenLab's systems in any way SevenLab deems appropriate, but only to the extent reasonably necessary for the fulfilment of the Agreement by SevenLab.

7.11 In addition to the provisions of the law in this respect, damage caused by the inexpert use of Software/Services by the Client, or the failure of the Client to act in accordance with the above points, shall be at the expense and risk of the Client.

Article 8 / Domain names and IP addresses

8.1 If the Service is (partly) intended that SevenLab will mediate for the Client in obtaining a domain name and/or IP-address, the provisions of this article also apply.

8.2 Application, allocation and possible use of a domain name and/or IP address depend on and are subject to the applicable rules and procedures of the relevant domain name suppliers, including Stichting Internet Domeinregistratie Nederland and RIPE. The relevant authority decides on the allocation of a domain name and/or IP address. SevenLab only fulfils a mediating role in the application and gives no guarantee that an application will be honoured.

8.3 The Client can only learn of the fact of registration from SevenLab's written confirmation stating that the requested domain name has been registered. An invoice for registration costs is not a confirmation of registration.

8.4 Client indemnifies and holds SevenLab harmless for all damage related to (the use of) a domain name on behalf of or by Client.

8.5 SevenLab is not liable for the loss by the Client of his right(s) on a domain name or for the fact that the domain name is requested and/or obtained by a third party in the interim. All this except in case of liability of SevenLab based on intent or gross negligence of SevenLab.

8.6 If SevenLab registers a domain name in its name on behalf of the Client, SevenLab will cooperate with requests of the Client to move, transfer or terminate this domain name.

8.7 Client must comply with all registration conditions, provisions and (dispute) arrangements that domain name suppliers make for application, assignment or use of a domain name and/or the IP address.

8.8 SevenLab has the right to make the domain name and/or IP-address inaccessible or unusable, or to place it (or have it placed) in its own name when Client is demonstrably in default with respect to the fulfilment of the Agreement, however only for the duration that Client is in default and only after expiry of a reasonable term for fulfilment stated in a written notice of default.

8.9 In case of dissolution of the Agreement due to breach of contract by Client, SevenLab is entitled to cancel the domain name and/or IP-address.

Article 9 / Client's obligations

9.1 Client acknowledges that the success of the activities under the Agreement as well as the Services provided as included in the Agreement, depends on correct and timely mutual cooperation.

9.2 In order to enable a proper execution of the agreement, Client will always timely provide SevenLab with all data and/or information deemed useful, necessary and desirable by SevenLab, and provide all cooperation.

9.3 Client guarantees that the information referred to in 9.2 is correct and complete.

9.4 Client guarantees that his use of the Services is in accordance with the agreed purposes, does not violate the laws and regulations applicable in the Netherlands, does not infringe any (intellectual property) rights of Third Parties or is otherwise not unlawful.

9.5 Client shall refrain from any action, in the broadest sense of the word, that could damage the reputation of SevenLab, including the reputation of its Services.

9.6 Client guarantees that no rights of Third Parties oppose the provision or use of data provided by Client, including hardware, software and data carriers, and shall indemnify SevenLab against any action based on any infringement of Third Party Rights.

9.7 If the Client does not provide SevenLab with data and/or information deemed necessary the performance of the Agreement by SevenLab, or does not do so on time or in accordance with SevenLab's wishes, SevenLab has the right to suspend the performance of the Agreement in whole or in part, whereby SevenLab also has the right to charge the resulting costs according to SevenLab's usual rates, without prejudice to SevenLab's right to exercise any other legal and/or agreed right.

9.8 If Client receives a username and password from SevenLab within the framework of the service, Client must use and keep these carefully. In case of abuse or theft of the user name and password is suspected, the Client must immediately inform SevenLab so that SevenLab can terminate access to the Service or take other appropriate measures. The Client is liable for all use of the Service via the Client's username and password. SevenLab is explicitly not liable for damage and/or losses etc. that are the result of misuse or theft of username and password.

Article 10 / Reimbursement and payment

10.1 Client owes SevenLab the fees agreed upon in the Agreement.

10.2 All fees owed to SevenLab are, unless explicitly stated otherwise, stated in euros, excluding VAT and other levies.

10.3 The fees may consist of amounts due once, annually or otherwise periodically, and amounts that depend on the use of the Service(s) provided by SevenLab.

10.4 SevenLab is at all times entitled to request an advance payment of the fee.

10.5 In the event that the Agreement includes the construction of a (web) application, the Client shall immediately owe 50% of the agreed principal sum, unless otherwise agreed in writing.

10.6 SevenLab is entitled to change the fee in case of Services that are purchased periodically. SevenLab will announce its price change within two (2) months before implementing the price change. If Client does not agree with this price increase, Client is entitled to terminate the agreement in writing within fourteen (14) days after notification of the price change. The Service will then be terminated on the date on which the new rates will apply.

10.7 All pre-calculations and/or budgets issued by SevenLab are of an indicative nature only unless SevenLab has explicitly stated otherwise. A budget made known to SevenLab by the Client is never considered as a (fixed) price agreed upon between Parties for the performances to be performed by SevenLab. SevenLab will inform the Client in case of imminent exceeding of the pre-calculations and/or budget, provided this has been explicitly agreed upon in writing between Parties.

10.8 SevenLab will charge the amounts owed by the Client by means of an invoice each time. To determine the amount of the invoice, the data from the (time) registration of SevenLab are leading.

10.9 All invoices will be paid by the Client in accordance with the payment conditions stated in the Agreement and/or on the invoice. In the absence of specific payment conditions, the Client will pay within thirty (30) days of the date of receipt.

10.10 Any reliance by the Client on suspension, settlement or deduction of payment is not permitted. In case of suspension SevenLab must first declare SevenLab to be in default in Writing. This notice of default should contain a description of the shortcoming that is as complete as possible, as well as a reasonable term to rectify any shortcoming. In case of settlement or deduction of payment, written consent of SevenLab is required.

10.11 If Client has not paid the invoice within the term of payment, Client is in default without further notice of default. From the date of Default, the Client will owe a compound interest on the outstanding amount in the amount of 1.5% per month (unless the statutory commercial interest on a monthly basis exceeds 1.5%, in which case the statutory commercial interest will be due), until the date of full payment. For the calculation of the interest compensation, part of a month will be regarded as a full month.

10.12 If Client remains in default after a reminder or notice of default, SevenLab will increase the claim with the extrajudicial collection costs of 15% of the principal sum, with a minimum of € 250,-.

10.13 If a Client purchases a Service and after a reminder or notice of default fails to pay the claim, SevenLab is entitled to suspend the agreement.

Article 11 / Intellectual property rights

11.1 All Intellectual Property Rights to components, modules, frameworks, (reusable) libraries, and other standard components ("Standard Components") that SevenLab had already developed before or independently of the assignment, or to which SevenLab already had rights (or will develop for general reuse), shall remain fully with SevenLab.

11.2 All Intellectual Property Rights that directly result from the software or functionality specifically developed for Client ("Custom Work") shall, to the extent legally permitted, be transferred to Client. This includes, for example, unique source code, design, and documentation that have been exclusively developed for Client.

11.3 To the extent that Standard Components from SevenLab are incorporated into the Custom Work, SevenLab grants Client a non-exclusive, non-transferable, and perpetual right to use these Standard Components, solely in conjunction with the delivered Custom Work and for the purposes described in the Agreement.

11.4 Client is not permitted to sell, sublicense, or otherwise make available (parts of) the Standard Components or any other software provided by SevenLab separately from the Custom Work, unless otherwise agreed in writing.

11.5 Unless agreed otherwise in writing, the obligation of SevenLab to make the Software available and the (right of use) of the Client extends exclusively to the Software as such.

11.6 Unless agreed otherwise in writing, the right to use the Software and/or the Service is reserved to the Client. SevenLab grants a limited right of use to the Client, which is not transferable without the explicit consent of SevenLab. This right of use may not be given to Third Parties in use by the Client.

11.7 It is explicitly not allowed to download, upload, copy, make public or in any other way make available or use (parts of) the Software, information and files, data, programs and/or Materials for any purpose other than those mentioned in the Agreement, unless SevenLab has given permission to the rightful claimant, or if mandatory rules provide otherwise.

11.8 Client guarantees that no third-party rights prevent the provision of software, data, documents, or other materials to SevenLab for the purpose of use or modification in the execution of the Agreement. Client indemnifies SevenLab against any claims from third parties in this regard.

11.9 In cases where the transfer of IP rights on Custom Work cannot (fully) take place legally or factually at the time of delivery, SevenLab shall transfer these rights to Client as soon as possible upon first request. Until then, SevenLab shall hold the rights "in trust" for Client.

Article 12 / Liability

12.1 The total liability of SevenLab on account of an attributable shortcoming in the fulfilment of the Agreement or on any other account, explicitly including any shortcoming in the fulfilment of a guarantee obligation agreed upon with Client, is at all times limited to compensation of direct damage up to a maximum of the amount of the price stipulated for that Agreement (excl. VAT). If the Agreement is primarily a continuing performance agreement with a term of more than one year, the price stipulated for that agreement will be set at the total of the fees (excl. VAT) stipulated for one year. However, under no circumstances will the total liability of SevenLab for direct damage, on any legal basis whatsoever, exceed € 500,000 (five hundred thousand Euros).

12.2 SevenLab's liability for damage due to death, bodily injury or material damage to property shall never exceed € 1,250,000 in total (one million two hundred and fifty thousand euros).

12.3 The liability of SevenLab for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims of Clients of SevenLab, damage related to the use of goods, materials or software of Third Parties prescribed by Client to SevenLab and damage related to the use of suppliers prescribed by Client to SevenLab is excluded. Also excluded is the liability of SevenLab due to mutilation, destruction or loss of data or documents.

12.4 The exclusions and limitations of liability of SevenLab, as described in the previous paragraphs of this article, are without prejudice to the other exclusions and limitations of liability of SevenLab by virtue of this General Module and the other agreed modules of the General Terms and Conditions.

12.5 The exclusions and limitations referred to in articles 12.1 up to and including 12.4 lapse if and insofar as the damage is the result of intent or wilful recklessness on the part of SevenLab.

12.6 Unless compliance by SevenLab is permanently impossible, the liability of SevenLab on account of an attributable failure in the compliance with an Agreement only arises if Client immediately gives SevenLab written notice of default, whereby a reasonable period is set for the rectification of the failure, and SevenLab continues to fail imputably in the compliance with its obligations even after that period. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, in order to give SevenLab the opportunity to react adequately.

12.7 Condition for the arising of any right to compensation is always that the Client reports the damage in writing to SevenLab as soon as possible after it has arisen. Every claim for damages against SevenLab expires by the mere expiry of twelve months after the occurrence of the claim.

12.8 Parties acknowledge that active and constructive participation in an ICT-Mediation is a reasonable and appropriate measure to prevent or limit imminent damage if this imminent damage is related to SevenLab's failure to comply with any contractual obligation, or to do so on time or properly. For that reason Client undertakes, at SevenLab's first written request, to immediately participate actively, constructively and unconditionally in an ICT-Mediation in accordance with the ICT-Mediation Regulations of the Stichting Geschillenoplossing Automatisering, having its registered office in The Hague (see www.sgoa.org and www.sgoa.eu).

12.9 Client indemnifies SevenLab for all claims of Third Parties due to product liability as a result of a defect in a product or system delivered by Client to a third party and that also consisted of hardware, software or other materials delivered by SevenLab, unless and as far as Client proves that the damage is caused by that hardware, software or other materials.

12.10 The provisions of this article as well as all other limitations and exclusions of liability mentioned in these general terms and conditions also apply in favour of all (legal) persons of which SevenLab makes use in the execution of the agreement.

Article 13 / Privacy

13.1 SevenLab will not process personal data other than what is necessary for the provision of the Service, including but not limited to the optimisation of the Service.

13.2 Parties undertake to keep confidential all information received from the other party that is known or ought to be known to be confidential, unless there is a legal obligation to disclose such information.

13.3 The party receiving confidential information shall use it only for the purpose for which it was provided.

13.4 Data is in any case confidential if indicated as such by SevenLab.

13.5 Client is aware that the Software and other materials made available may include preparatory material, confidential information and trade secrets of SevenLab.

13.6 SevenLab will not share any personal data originating from Client with third parties, unless SevenLab has obtained permission from Client or is obliged to do so by law.

13.7 The responsibility for the personal data processed using the Software and/or the Service lies solely with the Client. The Client guarantees that the content, use and/or processing of the personal data is not unlawful and that it does not infringe any right of Third Parties. Client indemnifies SevenLab against any legal action of Third Parties from any ground whatsoever in connection with these personal data.

13.8 Additionally, the Parties shall enter into a separate data processing agreement (Data Processing Agreement) for the processing of any personal data. This Data Processing Agreement will specify in detail the rights and obligations of the Parties with regard to, among other things, the purposes and legal bases of the processing, security measures, retention periods, sub-processors, and other relevant privacy aspects. SevenLab will not use the Customer's (personal) data obtained through its Services for training or developing AI models or similar purposes, unless the Parties expressly agree otherwise in writing in the aforementioned Data Processing Agreement.

Article 14 / Suspension

14.1 SevenLab is entitled to suspend the execution of the Agreement, in whole or in part, if, despite the fact that Client has been duly declared in default, Client continues to fall short in the fulfilment of his obligations. Suspension by SevenLab is not possible if Client disputes an invoice on good grounds and therefore fails to pay it (on time).

14.2 Suspension never releases the Client from any payment obligation with regard to Services already provided by SevenLab.

14.3 As soon as Client still fulfils the Agreement and/or provides sufficient security for the fulfilment of his obligations, SevenLab will lift the suspension.

Article 15 / Force majeure

15.1 SevenLab is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. Force majeure is understood to mean, among other things: force majeure of suppliers of SevenLab; failure to properly comply with obligations of suppliers prescribed by Client to SevenLab; defectiveness of goods, equipment, software or materials of Third Parties whose use is prescribed by Client to SevenLab; government measures; electricity failures and other failures relating to the infrastructure used by SevenLab for the provision of its Services; disruption of internet, computer network or telecommunication facilities; network attacks including DoS or DDoS attacks; war; strike; general transport problems.

15.2 If the situation of force majeure lasts longer than ninety (90) days, either of the Parties shall be entitled to dissolve the Agreement in Writing.

Article 16 / Duration

16.1 Unless explicitly agreed otherwise, all Agreements have an initial term of one (1) year. Thereafter the Agreement will be tacitly renewed for a term of one (1) year, unless the Agreement is terminated in writing no later than two (2) months prior to the commencement of the subsequent term.

16.2 The term is calculated from the date of conclusion of the Agreement, unless otherwise agreed in writing.

16.3 Without prejudice to all other rights, Parties are entitled to dissolve the Agreement in whole or in part with immediate effect without judicial intervention and without notice of default if the other party: suspension of payments has been granted; has been declared bankrupt.

16.4 If an agreement is dissolved on these grounds, SevenLab is under no obligation to dissolve the agreement.

16.5 Without prejudice to its other rights, SevenLab is entitled to dissolve the Agreement with immediate effect, if Client does not comply with its obligations from article 9 and 10.

16.6 Termination of the Agreement never releases the Client from any payment obligation with regard to Services already provided by SevenLab. Amounts that SevenLab has invoiced prior to the termination in connection with what it has already done or delivered in execution of the Agreement, become immediately due and payable at the time of termination. If SevenLab suffers demonstrable damage as a result of the termination, Client must compensate SevenLab for this damage.

16.7 The provisions which by their nature are intended to survive termination of the Agreement shall remain in full force and effect even after such termination.

Article 17 / Non-compete

17.1 Except with the written permission of SevenLab, the Client shall refrain from employing or otherwise directly or indirectly employing an employee of SevenLab or any other person who has been involved in the performance of the Agreement in the twelve (12) preceding months, nor shall the Client attempt to do so. This clause expires in case of bankruptcy or suspension of payments granted to SevenLab.

17.2 In the event of violation of this article Client shall forfeit to SevenLab an immediately payable fine of fifty thousand euros (€ 50,000) per violation which is not eligible for any (judicial) mitigation or settlement. This provision is without prejudice to the right of SevenLab to exercise any other legal and/or agreed upon right including but not limited to the right to claim (additional) damages whether or not in combination with the aforementioned fine.

17.3 Subject to the written consent of the Client, SevenLab shall refrain from employing or otherwise directly or indirectly employing an employee of the Client or any other person who has been involved in the performance of the Agreement in the twelve (12) preceding months, nor shall SevenLab attempt to do so. This clause will lapse in the event of the bankruptcy of or suspension of payment granted to the Client.

Article 18 / Applicable law and choice of court

18.1 The Agreement, the General Terms and Conditions, the use of the Software and the provision of Services are governed by Dutch law. The application of the Vienna Sales Convention (CISG) is expressly excluded.

18.2 All disputes that may arise between SevenLab and Client will be submitted to the competent court in Amsterdam.