1.1 These general terms and conditions apply to all offers and Agreements between BeChappy and the Customer.

1.2 The following definitions apply in these general terms and conditions:

General terms and conditions: these general terms and conditions;

BeChappy: the private limited company BeChappy (or its legal successor), also trading under the (trade) name BeChappy, its director and the employees who are employed by it or engaged by it.

Customer: the person who (wishes to) conclude(s) an agreement with BeChappy and the employees who are employed by it or engaged by it.

Agreement: Agreement to make online Software-as-a-Service available to the Customer and any other services.

Service: the service offered via an online platform of BeChappy, including the delivery and execution of integrations, conversions, data enrichment, e-procurement services, advice and related services.

Platform: the BeChappy Platform consisting of an infrastructure to and from various environments and applications powered by BeChappy.

1.3 Any agreed deviations from these terms and conditions apply exclusively to that specific individual Agreement.

1.4 If for any reason BeChappy cannot invoke any provision of these general terms and conditions, the other provisions remain fully applicable and a provision that most closely approximates the intention of the parties shall apply in place of the invalid provision.

1.5 The Customer is not entitled to transfer any rights or obligations from the Agreement or the Agreement as a whole to a third party.

2.1 All quotations or offers are non-binding unless they contain a deadline for acceptance. If a quotation contains a non-binding offer and it is accepted, BeChappy has the right to revoke the offer within two working days of receiving the acceptance.

2.2 Estimates, catalogs, and other documents provided by BeChappy remain the (intellectual) property of BeChappy.

2.3 Articles 6:227b paragraph 1 of the Dutch Civil Code and 6:227c of the Dutch Civil Code do not apply.

3.1 All prices are exclusive of VAT and in euros.

3.2 The Customer has a payment term of fourteen (14) days after the invoice date.

3.3 Any extrajudicial collection costs will be charged to the Customer and amount to at least 15% of the total amount owed.

3.4 If December 31st passes during the term of the Agreement, BeChappy is entitled to index the agreed fees. Indexation takes place based on the CBS Service Price Index, over the previous period from July to June, series 2015=100.

3.5 BeChappy is entitled, at or after entering into the Agreement, before performing (further), to demand (additional) security from the Customer to ensure that both payment and other obligations will be fulfilled.

4.1 All IP rights to all Services, content, applications, (user) content, product specifications, drawings, designs, sketches, models and the like developed and/or made available by BeChappy pursuant to the Agreement, rest exclusively with BeChappy or its possible licensors, unless expressly agreed otherwise in writing.

4.2 Ownership rights of Software or Services are never transferred to the Customer, but only usage rights are made available, whether or not under a License. In the case of user content uploaded by the Customer, all Intellectual Property Rights rest with both BeChappy and the Customer.

4.3 The Customer will treat all information of a confidential nature related to the Agreement confidentially and will not disclose it to third parties.

4.4 The Customer agrees that their company name, logo and/or trademark may be used as a reference and may be made public as such. The Customer can submit a request via EMAIL with the aim of not displaying a company name, logo and/or trademark.Delivery

5.1 The Service is offered by BeChappy in the condition it is in at the time of delivery ("as is").

5.2 BeChappy exercises all reasonable care and expertise in providing the Service, but does not guarantee that the content that the Customer stores or opens via the Service is free from unintentional damage, loss or destruction, or from deletion in accordance with this agreement.

5.3 The Customer is responsible for the accuracy and content of the documents provided by them to BeChappy. The Customer guarantees to act in accordance with relevant laws and regulations.

5.4 The balance credit purchased by the Customer for the use of the Service is not redeemable for money. The amount of a negative balance is owed from the moment of creation and is immediately claimable by BeChappy. However, BeChappy only claims payment of interest and other costs from the Customer for a negative balance from the moment of a first reminder to the Customer.

5.5 Without prejudice to the situation of force majeure, unless otherwise agreed, BeChappy guarantees availability of the Service of at least 96% of the agreed contract duration – or in the absence thereof, per year. With unavailability of a maximum of 4%, there is therefore no shortcoming on the part of BeChappy.

5.6 BeChappy is entitled, if it sees reason to do so, to remove the content of the Platform – for example due to its unlawful, discriminatory or unnecessarily offensive nature – and to (temporarily) block the Customer's environment.

6.1 The Customer guarantees at all times that the use of data provided by them or otherwise is not contrary to legal provisions or rights (of intellectual property) of third parties. The Customer indemnifies BeChappy against all claims by third parties in this regard and will reimburse BeChappy for all costs arising from this (including full attorney's fees).

6.2 The Customer ensures a proper software environment: shadow running, an adequate backup system, good system management, protection of uploaded content and security of passwords used for the Service.

6.3 The Customer refrains from unauthorized use of the Service, for a purpose other than agreed, which causes or may cause damage to the Service and/or other customers and/or overload and/or a malfunction. The Customer is also not permitted to make the use of the Service available to a third party in any way, directly or indirectly.

7.1 Any complaints (including about invoices) will only be handled by BeChappy if they have reached BeChappy in writing directly within eight (8) days after a defect could reasonably have been detected, with precise details of the nature and basis of the complaints.

7.2 After the expiry of this period, the Customer is deemed to have approved the delivered, or the invoice respectively, and the right to complain about a performance (or non-performance) of BeChappy lapses.

7.3 The Customer is in no case authorized to suspend the fulfillment of its obligations.

8.1 The liability of BeChappy due to an attributable shortcoming in the fulfillment of the Agreement or on any legal basis whatsoever, is - except in the case of intent or willful recklessness on the part of BeChappy - limited to compensation of only direct damage and to a maximum of the amount equal to the amount that the Customer paid in the month preceding the damage-causing event and never more than the amount that is covered in a given case by BeChappy's liability insurance.

8.2 BeChappy's liability is excluded for indirect damage such as consequential damage, lost profit, missed savings, reduced goodwill, etc.). If BeChappy is held liable by third parties who are not party to this agreement in that regard for any damage whatsoever, the Customer indemnifies BeChappy for such damage claims, unless there is intent or willful recklessness on the part of BeChappy.

8.3 BeChappy is not liable for damage resulting from the use of websites or (user) content to which it refers on its website(s) or Platform.

8.4 A claim for damages expires by the mere lapse of twelve (12) months after the claim arose.

8.5 Force majeure means: any circumstance independent of the will of the parties or unforeseen, whereby fulfillment of the agreement can reasonably no longer be required from BeChappy by the other party, such as strikes, excessive sick leave of personnel, business disruptions, internet or other network disruptions, government regulations, sabotage or aggression, natural disasters, as well as attributable shortcomings at its suppliers, whereby BeChappy can no (longer) fulfill its obligations to the Customer.

8.6 If a force majeure situation occurs, BeChappy is not liable for the damage that the Customer suffers due to the shortcoming and BeChappy is entitled to suspend the execution of the agreement or to definitively dissolve the agreement, without being liable for damages.

9.1 In the context of the execution of the Service on the basis of the Agreement, BeChappy becomes aware of personal data and processes it for the Customer. Because of this fact, a processing agreement has been added as an appendix to these general terms and conditions. When the Customer agrees to the general terms and conditions, the Customer also agrees to the processing agreement.

10.1 BeChappy is authorized to make changes to these general terms and conditions. BeChappy will send the amended terms and conditions to the Customer in a timely manner. If no time of entry into force has been communicated, the changes will enter into force vis-à-vis the Customer as soon as the change has been communicated to them.

11.1 All Agreements concluded with BeChappy are governed by Dutch law.

11.2 Any disputes between the Customer and BeChappy will - when it appears that the parties cannot reach agreement in mutual consultation - be judged by the competent judge of the District Court of The Hague.