Terms and Conditions

LemonB B.V. is registered in the Commercial Register of the Chamber of Commerce under number 88978923 and is located at Kleine Vuurvlinder 10, (5731 ZJ) Mierlo

Article 1. Definitions

- Offer: Any quotation, offers made, proposals and any other act of LemonB that qualifies as an offer.

- AI (Artificial Intelligence): Systems that exhibit intelligent behavior by analyzing their environment and taking action - to some extent independently - to achieve specific objectives.

- Terms and Conditions: These General Terms and Conditions.

- Data breach: A breach of security leading accidentally or unlawfully to the destruction, loss, alteration or unauthorized access to transmitted, stored or otherwise processed data as referred to in Article 4(12) AVG.

- Service: Any activity to be performed by LemonB under the Agreement, with or without the assistance of AI, including consulting, as well as all materials and results produced in the process and intended for the customer.

- Right of Use: The right under which the customer is authorized to install and use the software in accordance with the agreed use.

- Customer: The natural or legal person with whom LemonB concludes or intends to conclude the business agreement, or for whom LemonB makes an offer or makes a delivery or performance, as well as its legal successor(s).

- Customer Data: All data provided by the customer for the purpose of the service.

- LemonB: LemonB B.V. or a company belonging to LemonB B.V. pursuant to Art 2:24a, 2:24b, or 2:24c of the Dutch Civil Code.

- Agreement: Agreement, including attachments, between LemonB and the customer.

- Parties: Customer and LemonB jointly.

- Personal Data: The personal data within the meaning of the applicable law processed by LemonB for the purposes of the controller under the Agreement.

- Performance: The service to be performed by LemonB or the right of use to be provided by it or a combination thereof.

- Software: Both software in respect of which the rights of intellectual property are held by others than LemonB, and software in respect of which the rights of intellectual property are held by LemonB, as well as these together, which are deployed for the purpose of the service or right of use.

- Applicable Law and Regulation: The applicable applicable applicable laws and regulations protecting personal data, including the General Data Protection Regulation (the "AVG") and related applicable national executive regulations (the "UAVG").

- Controller: Customer.

Article 2. Applicability

2.1 These General Terms and Conditions apply to every offer of LemonB and to every contract.

2.2 Notwithstanding the applicability of the general terms and conditions, unless expressly agreed otherwise in writing or electronically, the applicability of any general terms and conditions on the part of the customer is expressly excluded.

2.3 In the event of a conflict between the text of the website, advertisements or any other expression of LemonB and these Terms and Conditions, the provisions of these Terms and Conditions shall prevail.

2.4 LemonB is entitled to unilaterally amend these terms and conditions. In that case, LemonB will timely notify the customer of the changes. There will be at least two months between this notification and the coming into force of the amended general terms and conditions, with the right for the customer to terminate the agreement within this period with a notice period of thirty (30) days.

Article 3. Formation of Agreement.

3.1 Statements by LemonB, including images, drawings, quotations of capacities, specifications, schedules, prices, price lists, bills of materials, brochures and other information on the website relating to services and/or software are indicative and are only valid as an invitation to make an offer.

3.2 Each agreement is entered into under the condition precedent of sufficient availability of the relevant services.

3.3 The agreement comes about, if necessary with retroactive effect, after the written order confirmation by LemonB after agreement to the offer by the customer, or by commencement of the execution of the offer by LemonB after agreement to the offer by the customer.

3.4 Order confirmation shall be in writing, including electronically (for example, via the website, a form, by e-mail or by text message or similar technologies).

3.5 After order confirmation, the offer is deemed to reflect the agreement accurately and completely, unless the customer objects in writing within two working days of receiving the order confirmation.

3.6 LemonB has the right to attach conditions to the execution of an offer, such as requiring a deposit or advance payment, or other security, and may refuse an order from the customer without giving reasons.

Article 4. Other financial provisions and fees

4.1 All amounts are in euros and exclusive of sales tax (VAT) and other levies.

4.2 Payment by the Customer must be made within thirty (30) days of the invoice date to a bank and/or giro account designated by LemonB, unless otherwise agreed. LemonB is entitled to make use of a 'payment provider'.

4.3 If there is a periodic payment obligation of the customer, LemonB may adjust the applicable prices and rates in writing subject to a period of at least three (3) months. If the customer does not wish to agree to the adjustment, he may, within thirty (30) days after notification of the adjustment, terminate the relevant agreement in writing with effect from the date on which the new prices and/or rates would take effect.

4.4 LemonB has the possibility to index its prices and rates annually, per January 1, in accordance with the consumer price index of the CBS. The customer's right of termination as referred to in article 4.4 of these terms and conditions does not apply to this indexation.

4.5 LemonB shall notify the Customer of its intended adjustments to its rates as referred to in the preceding paragraph at least one (1) month before they take effect.

4.6 The customer shall not be entitled to set off amounts due or to suspend any payment.

4.7 In case of non or non-timely payment by the customer or non or improper fulfillment of any obligation on the customer, LemonB is entitled to terminate the agreement out of court and to stop further delivery respectively performance of work and/or services, without prejudice to the right of LemonB to claim fulfillment or compensation of the damage suffered by the customer as a result of the termination of the agreement.

4.8 In the event that the customer disputes an invoice received from LemonB with merit (in whole or in part), it shall notify LemonB in writing as soon as possible, but at the latest within ten (10) working days after sending the invoice, stating the grounds for the dispute. In that case, the customer's payment obligation with respect to the disputed part of the invoice is suspended until the parties have reached a final agreement on whether or not the amount disputed by the customer should be paid by the customer, or until the payment obligation has been determined by the court.

4.9 If the customer fails to pay on time as referred to in paragraph 3 of this article, such customer:

4.9.1 if there is business-to-business service, due to the delay in payment of the amount owed by him from the invoice date, owes statutory commercial interest, or if applicable, statutory interest, on this amount. LemonB is entitled to charge one twelfth part of this interest over each month or part of a month in which the customer has not fully complied with his obligation to pay; or

4.9.2 if there is business to consumer service, in default after he has first been given notice of default by letter. In that case, LemonB is entitled to the statutory interest in accordance with Article 6:119 of the Dutch Civil Code on the amount owed by the customer from the moment of default.

4.10 In the event of late payment as referred to in paragraph 3 of this article, in addition to the amount due and the interest accrued thereon, the customer shall be liable for full compensation of both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies. The extrajudicial collection costs are set at:

4.10.1 if business to business, at least 15% of the principal amount with interest, with a minimum of €100.00; or

4.10.2 if business to consumer, a rate in accordance with the graduated scale in the Extrajudicial Collection Costs Standardization Act and its Decree.

Article 5. Transfer

5.1 The customer will not receive the right to use the software until after the customer has fulfilled his payment obligations under the agreement.

5.2 The Customer may not assign its rights or obligations under this Contract without the prior written consent of LemonB.

Article 6. Duration and termination of the agreement

6.1 The parties may not prematurely terminate an agreement that has been entered into for a definite period or that by its nature and content ends by completion.

6.2 An agreement entered into for a fixed term shall always be tacitly renewed for a period of one year, subject to written notice of one (1) month prior to the expiration of the year, unless expressly agreed otherwise.

6.3 The parties may terminate an agreement which has been entered into for an indefinite period and which by its nature and content does not end by completion. Termination shall be effected by registered letter, observing a notice period of three (3) months, unless expressly agreed otherwise.

6.4 LemonB shall not be liable for damages or restitution on account of termination. Parties may terminate an agreement in whole or in part without notice of default in case of:

- Bankruptcy of the other party,

- (provisional) suspension of payments of the other party, or

- Cessation of business activities or business termination other than by merger, demerger, or change in (de facto) control of the other party.

Article 7. Complaints

7.1 Unless otherwise agreed, the Customer must communicate complaints about software and/or services to LemonB in writing and with a clear description of the complaint(s) within twenty (20) working days after dispatch or commencement of the (online) provision of the software respectively after delivery of the services. Failing such notification, any claim against LemonB in respect of defects in delivered software and/or services shall lapse.

7.2 Filing a complaint does not lift the customer's (payment) obligations, nor does it give the customer the right to suspend (payment) obligations.

7.3 The Customer shall at all times allow LemonB to investigate a complaint to the best of its ability.

Article 8. Liability

8.1 No guarantees are given with respect to the software, service(s) and performance(s). Recourse to any warranty by the customer is therefore expressly excluded, unless expressly agreed otherwise.

8.2 The total liability of LemonB will be limited to a maximum of the amount paid by its insurer.

8.3 If the insurer of LemonB does not pay out, or at least only pays out to a limited extent, the total liability of LemonB, on any legal basis whatsoever (including an obligation to indemnify or breach of a warranty obligation), is limited to compensation for direct damage up to a maximum of the amount of the price stipulated for that agreement.

8.4 If the agreement is primarily a continuing performance agreement with a term of more than one year, the price stipulated for that agreement shall be set at the total of the fees stipulated for one year.

8.5 LemonB's total liability shall never exceed €20,000 (in words: twenty thousand euros).

8.6 Related events are considered one event.

8.7 Direct damages shall mean only:

a. the reasonable costs incurred by the customer to have the performance of LemonB comply with the agreement. However, the damage will not be compensated if the agreement has been dissolved;

b. the reasonable demonstrable additional costs incurred by the customer for necessarily keeping its legacy system or systems and related facilities operational longer;

c. the reasonable costs incurred in determining the cause and extent of the direct damage; and

d. the reasonable costs incurred to prevent or limit direct damage, to the extent that the customer demonstrates that these costs have resulted in damage limitation.

8.8 The customer indemnifies LemonB against all claims by third parties, for whatever reason, regarding compensation for damages, costs or current interest payments, related to the performance.

8.9 Any claims for damages must be made by the customer to LemonB within three (3) months after delivery of the performance, failing which all claims on that account shall be forfeited.

Article 9. Force Majeure

9.1 Neither LemonB nor the customer is obliged to fulfill any obligation if prevented from doing so due to force majeure.

9.2 Force majeure includes:

- force majeure of suppliers of LemonB;

- failure to properly fulfill obligations of suppliers prescribed by the customer to LemonB, as well as defective items, materials;

- software the use of which has been imposed on LemonB by the customer;

- government measures;

- power outage;

- internet failure;

- failure of computer network or telecommunications facilities;

- fire;

- blast;

- embargo;

- war;

- limited workload due to illness;

- strike;

- general transportation problems;

- pandemic;

- the unavailability of one or more staff members;

- natural disasters;

- terrorism.

9.3 In the event a force majeure situation has lasted longer than ninety (90) days, the parties have the right to terminate the agreement by written dissolution. What has already been performed pursuant to the agreement shall in that case be settled proportionately, without the parties owing anything to each other.

Article 10. Default and dissolution

10.1 The customer shall be deemed to be in default by operation of law and the (remaining) debt shall be immediately due and payable in case:

a. the customer fails to fulfill any obligation of the agreement, in particular payment, or fails to fulfill it on time;

b. LemonB has good grounds to fear that the customer will fail in its compliance and it fails to comply with a written demand stating those grounds to declare its willingness to comply with its obligations within a reasonable period of time set by that demand;

c. the customer files for bankruptcy, is declared bankrupt, proceeds to divest himself of his assets, files a petition for suspension of payments, is in receivership, applies for a private composition, is in a WHOA trajectory, or all or part of his assets are seized and this is not lifted within 10 days after seizure;

d. the customer proceeds or decides to discontinue or transfer all or an important part of his business, including the contribution of his business to a company to be incorporated or already existing, or proceeds or decides to change the objective of his business or to dissolve it;

e. the customer is a natural person and dies.

10.2 LemonB is entitled in the cases mentioned in article 10.1 without any obligation to pay damages and without prejudice to the rights to which it is entitled, such as rights in respect of costs or interest already due and the right to compensation for damages, and without any notice of default or judicial intervention being required:

a. rescind the agreement in whole or in part by written notice to the customer and/or;

b. claim any amount owed by the customer to LemonB immediately and in full;

Article 11. Fair Use Policy.

11.1 The customer may only use the right of use and/or the service for the purposes intended in the agreement. This includes normal use as described in the agreement or as results from what is appropriate according to social standards.

11.2 The customer must make normal use of the right of use and/or the service. The customer must refrain from acts (which also includes omissions) that hinder, limit or suspend the normal operation and/or availability of the right of use and/or the service.

11.3 Any form of abuse by the customer, including spamming, malicious behavior, hacking attempts, distribution of malware or violation of laws and regulations, may, at LemonB's discretion, result in immediate termination of the agreement, revocation of the right to use and/or suspension of the service, without LemonB being liable to pay any damages or refund.

11.4 The right of use and the service are intended for the Customer. The customer may not resell, (sub)license or otherwise commercialize the right of use and the service.

Article 12. Software

12.1 Parties agree that with respect to software in respect of which the rights of intellectual property are vested in others than LemonB, LemonB shall not act in its capacity as legal supplier of rights of use.

12.2 When LemonB delivers software and/or equipment from third parties to the Customer, the (license) terms of those third parties shall apply to it. Those (license) terms apply above and beyond any other terms agreed upon by the parties. LemonB shall provide the customer with a copy of those (license) terms or the hyperlink to the website where the terms can be downloaded.

12.3 LemonB bears no responsibility for the cooperation (correct and timely or otherwise) by the relevant third party in realizing and maintaining the software. With respect to the realization and correct functioning of the software, not LemonB but the relevant third party is responsible and liable.

12.4 If those (license) terms and conditions of third parties are deemed for whatever reason not to apply between LemonB and the customer, or are declared inapplicable, then these Terms and Conditions shall apply.

Article 13. Intellectual Property

13.1 All rights of intellectual property to software, equipment, data files, documentation, or other materials developed under the agreement or made available to the customer, are vested exclusively in LemonB or its suppliers.

13.2 LemonB grants the customer a right of use of the software and user documentation provided under the agreement during the term of the agreement.

Article 14. Data and Confidentiality.

14.1 As between the parties, the Customer and its licensors retain all right, title and interest, including all intellectual property rights, in and to the Customer Data and any adaptations made thereto in connection with services provided by LemonB. In accordance with these Terms and Conditions, the Customer grants to LemonB and the third parties engaged for the purpose of the performance of the Agreement, a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide, maintain, and improve the Service, as well as to fulfill all associated obligations to the Customer under this Agreement, or as required by law.

14.2 LemonB, as well as the third parties engaged for the execution of the agreement, will not use customer data for the training of AI services or AI models.

14.3 The client guarantees the accuracy, quality, integrity, legality, reliability and suitability of the data it provides.

14.4 The customer shall ensure all relevant consents for the provision to and use by LemonB of the data provided by the customer for the performance of an agreement, including the collection, use, processing, transfer and provision of personal data.

14.5 Each party warrants that all information received from the other party that is known or should be known to be of a confidential nature shall remain secret, unless a legal duty requires disclosure of such information. The Party receiving confidential data shall use it only for the purpose for which it was provided. Information shall in any event be considered confidential if it has been designated as such by either party and/or relates to personal data.

Article 15. Provisions for Data Processing.

15.1 These provisions shall apply insofar as LemonB processes personal data on behalf of the Customer in the exercise of the agreement as a data controller as referred to in data protection legislation.

15.2 LemonB processes personal data only on behalf of the controller.

15.3 If LemonB believes that a processing instruction from the controller violates applicable laws and regulations, LemonB shall notify the controller immediately without undue delay.

15.4 LemonB is a processor within the meaning of the AVG and therefore has no control over the purpose of and the means for processing personal data and therefore does not make decisions regarding, among other things, the use of personal data.

15.5 LemonB implements the AVG as laid down in these General Terms and Conditions and the Agreement. It is up to Processor to assess, based on this information, whether LemonB provides sufficient guarantees with respect to the application of appropriate technical and organizational measures required in the context of processing and the rights of data subjects are sufficiently safeguarded. Processor guarantees to LemonB that it acts in accordance with the AVG.

15.6 LemonB shall endeavor to take or have taken appropriate technical and organizational measures appropriate to the nature of the personal data and the task in which the data is processed, the current state of the art and related costs. LemonB will protect personal data against loss or unlawful processing, as referred to in Article 32 AVG. The controller shall inform LemonB without unreasonable delay of any request, designation or other communication from a competent authority (such as the Personal Data Authority) concerning the personal data.

15.7 In any case, LemonB will ensure that only those persons authorized by it, who are necessary to process the personal data, will have access to the personal data. LemonB will provide appropriate instructions to such persons to ensure that they treat the data confidentially and are familiar with the relevant responsibilities and obligation of the applicable law.

15.8 LemonB shall take all necessary measures to ensure compliance with the "Privacy by Design" and "Privacy by Default" principles as set forth in Article 25 AVG. LemonB may make changes to the security measures taken if, in its judgment, this is necessary to continue to provide an appropriate level of security.

15.9 Controller may request LemonB to implement further security measures. LemonB is not obliged to adjust its security measures upon that request. If a request to adjust the security measures involves costs, LemonB may charge the controller for the costs of implementation. The parties will only be bound by this after written agreement.

Article 16. Breach in connection with Data Breach

16.1 LemonB does not warrant that the security measures are effective under all circumstances. In the event of a data breach, LemonB will:

i. without unreasonable delay after discovery thereof, notify the controller in accordance with applicable law; and

ii. take reasonable measures in accordance with the provisions of Article 3 of the Agreement to mitigate the data breach and prevent further and future data breaches.

16.2 It is for Controller to assess whether the personal data breach about which LemonB has informed Controller under Article 12.1 must be reported to the supervisor or data subject.

16.3 LemonB shall, taking into account the nature of the processing and the information available to it, reasonably and fairly support and keep the controller informed of (new developments regarding) the data breach.

16.4 Where necessary, LemonB will assist the controller in properly informing the supervisor(s) and data subjects about the data breach in accordance with the relevant provisions of the applicable laws and regulations.

16.5 LemonB shall never be liable for the (correct and/or timely implementation of the) duty to notify incumbent on the controller as referred to in Article 33 and 34 of the AVG.

Article 17. Provision of Data to Third Parties.

17.1 The parties agree that LemonB will provide the customer's contact information, customer data and, to the extent necessary, personal data to third parties for the performance of the agreement, so that such third parties can use the data to communicate directly with the customer for the following purposes:

i. for the execution of non-standard customer orders;

ii. purposes related to the provision of the software to the customer, including product updates and/or in the event of security incidents;

iii. to ensure that the customer is informed of available options to maintain continuity in product provision, such as in the event of bankruptcy, (provisional) suspension of payments, cessation of business activities or cessation of business other than by merger, demerger or change in (de facto) control on the part of LemonB;

iv. to conduct customer service and satisfaction surveys.

17.2 LemonB is permitted to use sub-processors and/or third parties in connection with the agreement. LemonB will notify the Controller before LemonB adds or replaces a sub-processor, with the Controller having the opportunity to object to the change.

17.3 The controller will only object if it has compelling and well-founded reasons for doing so.

17.4 If the sub-processor and/or third party is located in a country that does not offer an adequate level of protection, LemonB may engage this party only with the prior written consent (including by email) of the Controller, which consent the Controller shall not withhold on unreasonable grounds.

17.5 LemonB shall impose the same obligations on the sub-processor it engages as arise for itself under this Agreement.

Article 18. Choice of Law, Choice of Forum and Other.

18.1 Any agreement and legal relationship between the parties shall be governed by Dutch law.

18.2 Dutch law shall also apply in those cases not provided for in these general terms and conditions.

18.3 Any dispute between the parties shall be settled by the District Court of The Hague.

18.4 If and insofar as any part or any provision of these General Terms and Conditions is invalid under Dutch law in connection with a conflict with any mandatory statutory provision, the remaining provisions of these General Terms and Conditions shall continue to bind the parties. Instead of the invalid provision the parties shall proceed as if the parties, had they known of the invalid provision, had agreed on a provision corresponding to the intention of the invalid provision, or a provision that comes closest to that intention.

LemonB B.V. is registered in the Commercial Register of the Chamber of Commerce under number 88978923 and is located at Kleine Vuurvlinder 10, (5731 ZJ) Mierlo