Terms and Conditions Webdesx B.V.

Definitions

“Background”: refers to any system, program, technology, trade secret, know-how, evaluation, plan, method, software (both object code and source code), test, and other generic methodologies and information, whether protected by patent or not, owned by a Party or licensed to a Party prior to the start of the Project, as well as intellectual property rights developed or acquired by a Party outside of the Project after its start, which are necessary for the execution of the Project.
Webdesx: Webdesx B.V., registered at Posthoornstraat 11, 3011WD Rotterdam, The Netherlands, and listed in the Dutch Chamber of Commerce under number 91114365.
“Customer”: any client requesting services from Webdesx.
“Terms and Conditions”: the general terms and conditions of Webdesx.
“Party”: refers to Webdesx or the Customer individually.
“Project”: the project described in the Quotation.
“Product”: the prototype or product ordered by the Customer.
“Quotation”: the offer provided by Webdesx to the Customer regarding the services to be delivered.
“Services”: services provided by Webdesx to the Customer for executing the Project, including but not limited to analysis, development, design, engineering, and assembly of the Product. Services may also include production or manufacturing of the Product.

Acceptance of the Terms and Conditions

The Terms and Conditions applicable at the time of the Quotation shall apply to all deliveries, services, agreements, and invoices provided by Webdesx, unless explicitly agreed otherwise in writing and signed by both parties. The Customer acknowledges these Terms and Conditions and explicitly accepts them. Any general terms and conditions of the Customer are not applicable and are expressly excluded.

Quotation

Webdesx considers all orders final and binding upon the Customer’s signing of the Quotation or their tacit acceptance.
Changes to the Quotation require prior written approval from Webdesx.
Additional services outside the scope of the Quotation will be invoiced at the current hourly rates.
Agreements or quotations made by third parties are not valid unless confirmed in writing by Webdesx.

Liability

Webdesx performs its Services in accordance with generally accepted professional practices, exercising reasonable care and skill. However, due to the nature of the Services, Webdesx cannot fully guarantee the success of the Project.
Webdesx’s liability is limited to direct, foreseeable losses and shall not exceed (i) the insurance coverage for the claim or (ii) the Project price.
Webdesx is not liable for indirect damages, including but not limited to loss of profits, development delays, or third-party claims.
Warranty, Testing, and Acceptance
If Webdesx is responsible for the production of the Product, it guarantees that the Product will conform to the specifications outlined in the technical file upon delivery.
The warranty is valid for six (6) months after delivery but does not apply in cases of improper use, unauthorized modifications, or normal wear and tear.
Webdesx and the Customer will create a test protocol to define acceptance tests and criteria. Acceptance is confirmed by signing an acceptance certificate once criteria are met.

Delivery Times and Inspection

Delivery times provided by Webdesx are indicative and non-binding. Webdesx shall not be held liable for delays unless otherwise agreed in writing.
For manufacturing services, delivery is considered complete when the Product is made available at Webdesx’s registered office (EXW Rotterdam). The Customer may inspect the Product prior to delivery upon reasonable notice.

Payment

Invoices are payable at the registered office of Webdesx by the due date specified on the invoice and in the agreed currency.
Late payments will incur statutory interest rates plus an additional 4%, along with an administrative fee of 10% of the invoice amount, with a minimum of €150.
Late payment entitles Webdesx to suspend Services until full payment is received.

Complaints

Complaints must be communicated in writing within fifteen (15) calendar days of delivery or service completion.
Complaints do not suspend payment obligations or entitle the Customer to cancel an order.
Early Termination of the Project
Termination Without Cause
Each Party reserves the right to terminate the Project without cause by providing the other Party with at least thirty (30) days’ prior written notice. This notice must be sent by registered letter to ensure formal acknowledgment of the termination intent. During the notice period, both Parties are expected to fulfill their ongoing obligations under the Project unless mutually agreed otherwise in writing.

Immediate Termination for Cause
Either Party may immediately terminate the Project without judicial intervention by issuing a written notice via registered letter in the event of:

• Fraud: The discovery of intentional deception or dishonesty by the other Party in relation to the Project.
• Wilful Misconduct or Gross Negligence: Actions or omissions by the other Party that demonstrate an intentional disregard or reckless indifference to the terms of the agreement or the success of the Project.
• Material Breach: A significant violation of the agreement by the other Party, including but not limited to breaches of confidentiality, intellectual property provisions, or non-solicitation clauses outlined in sections 10, 12, and/or 13.
  
  

Consequences of Immediate Termination

• If Webdesx terminates the Project due to a material breach or other valid grounds caused by the Customer, the Customer shall pay Webdesx an indemnity equal to thirty (30)% of the remaining balance of the Project’s value, in addition to any outstanding payments owed for services rendered up to the termination date.
• In all cases of termination, the Customer is liable to pay for all services completed by Webdesx up to the effective termination date, including any costs reasonably incurred during the notice period or as a result of the termination.

Intellectual Property – Ownership
Ownership of Background IP

All intellectual property rights to a Party’s Background, as defined in the agreement, shall remain exclusively with that Party. Background refers to any systems, programs, methodologies, or other assets owned or licensed by a Party prior to the commencement of the Project, or developed independently of the Project.
Ownership of Project-Specific IP
The intellectual property rights related to the Product and/or Services created specifically for the Project (“Specific IP”), including but not limited to designs, illustrations, and technical documents, shall transfer to the Customer upon the following conditions:
Full payment of the agreed-upon Project price to Webdesx.
Compliance with all other relevant provisions of this agreement.
Retention of Generic IP by Webdesx
Any intellectual property developed by Webdesx during the execution of the Project that relates to its business operations or general technological advancements (“Generic IP”) shall remain the exclusive property of Webdesx. Examples of Generic IP include improvements to Webdesx’s proprietary technologies or methodologies not directly tied to the Customer’s Product.

Licensing of Generic IP

Webdesx grants the Customer a non-exclusive, royalty-free, non-transferable, worldwide license to integrate the Generic IP into the Customer’s Product, provided that:
The Generic IP is used “as is” without modification.
The license is solely for the commercialization of the specific Product resulting from the Project.
The Customer adheres to strict confidentiality regarding the Generic IP.

Intellectual Property – Indemnification

The Customer is responsible for ensuring that the Product and any designs or specifications provided to Webdesx do not infringe on third-party intellectual property rights.
The Customer agrees to indemnify, defend, and hold Webdesx harmless from any claims, damages, or costs arising from allegations that the Product or Services infringe upon a third party’s patent, trademark, copyright, or proprietary rights.
If the Customer provides specific designs, instructions, or specifications, they warrant that these will not lead to Webdesx violating any intellectual property rights. The Customer assumes full liability for such infringements.

Confidentiality
Definition of Confidential Information

Confidential Information includes any non-public information disclosed by one Party to the other during the course of the Project. Examples include:

• Product designs, technical specifications, or development plans.
• Pricing, marketing strategies, or client details.
• Any information explicitly marked as confidential or reasonably understood to be so.
  
  

Exceptions to Confidentiality
Information shall not be considered confidential if:

• It is publicly available or enters the public domain without breach of this agreement.
• It is already known to the receiving Party prior to disclosure.
• It is lawfully obtained from a third party without confidentiality obligations.
• It is independently developed by the receiving Party without reference to the disclosing Party’s information.
  
  

Obligations of the Parties

• Neither Party shall disclose Confidential Information to any third party during the Project or for one (1) year after its conclusion, unless explicitly authorized.
• Confidential Information may only be used for the purposes of fulfilling obligations under the Project.
• Promotional Use by Webdesx
• Unless otherwise agreed, Webdesx may use images of the Product or its design for promotional purposes, including showcasing them on its website or marketing materials.
  
  

Non-Solicitation

• To protect the relationship between Webdesx and its employees or consultants:
• The Customer and its affiliated entities agree not to directly or indirectly engage or employ any Webdesx employee, consultant, or director involved in the Project during its duration and for twelve (12) months after its conclusion.
• A breach of this clause shall result in the Customer paying Webdesx compensation equal to seventy-five (75) times the daily rate of the individual concerned, without prejudice to additional claims for damages.
  
  

Nullity

Should any provision of these Terms and Conditions be deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties agree to negotiate in good faith to replace any invalid provision with one that closely reflects the original intent.
Applicable Law and Jurisdiction
These Terms and Conditions are governed by Dutch law. Any disputes arising from or related to this agreement shall be resolved under the exclusive jurisdiction of the courts in Rotterdam, The Netherlands.