Wattcy is a trade name of Ximore B.V., and as such, the general terms and conditions of Ximore B.V. apply. These general terms and conditions apply to all assignments granted to Ximore B.V.

Article 1. Definitions

In these general terms and conditions, the following terms are defined as:

1. Ximore: Ximore B.V., established at Loopkantstraat 14, 5405 NB Uden, registered with the Chamber of Commerce under number 81959036.

2. Customer: the counterparty of Ximore.

3. Agreement or Assignment: the agreement for the delivery of products or the provision of services.

4. Products: the products and services offered by Ximore, including both software and hardware products. Services may also include the use of a web application, the provision of data, and installation work.

Article 2. Applicability

1. These general terms and conditions apply to all agreements between the Customer and Ximore, their legal successors, and all related agreements, as well as all offers and/or quotations issued by Ximore.
2. The applicability of the Customer’s general terms and conditions is expressly rejected by Ximore.
3. These conditions also apply to all agreements with Ximore that involve third parties for execution.
4. If one or more provisions of these general terms and conditions are void or annulled, the remaining provisions remain fully applicable. Ximore and the Customer will then consult to agree on new provisions to replace the void or annulled ones, adhering as closely as possible to the purpose and intent of the original provision.
5. Deviations from these conditions are only valid if Ximore has expressly confirmed them in writing to the Customer. Unless expressly agreed otherwise in writing, such deviations or additions only apply to the specific Agreement in question.
6. Ximore reserves the right to amend these general terms and conditions during their term. Amended terms will also apply to existing Agreements between the Customer and Ximore. Changes will be announced in writing in advance, stating the effective date.

Article 3. Offer/ Quotation

1. Ximore’s offer is included in a quotation. Quotations and/or offers issued by Ximore are non-binding and valid for 30 days from issuance unless otherwise specified. Ximore is only bound by offers or quotations if the Customer confirms acceptance in writing within 30 days, unless otherwise indicated.

2. Prices in the mentioned offers and quotations exclude VAT and other government levies, are stated in euros, and exclude costs incurred under the Agreement, such as shipping and administrative costs, unless otherwise specified.

3. Offers or quotations do not automatically apply to future Assignments.

4. Ximore is entitled to adjust prices or rates.

5. The offer contains a complete and accurate description of the offered Products, sufficiently detailed to allow the Customer to assess the offer properly. Obvious mistakes or errors in the offer do not bind Ximore (e.g., when the price is clearly too low or does not align with market prices).

Article 4. Formation and execution of the agreement

1. The Agreement is formed when the Customer accepts the quotation. The order confirmation is based on the information provided by the Customer to Ximore at that time. The order confirmation is deemed to accurately and fully represent the Agreement.

2. If the Assignment is given verbally or the quotation has not yet been accepted in writing, the Assignment is deemed to have been formed under these general terms and conditions when Ximore begins executing the Assignment at the Customer’s request.

3. If the Customer places an Assignment with Ximore, the Agreement is only formed when Ximore accepts it in writing or begins execution.

4. During the execution of the Assignment, the Customer and Ximore may communicate via email at the request of either party. Ximore is not liable for damages arising from the use of email. Both the Customer and Ximore will take reasonable measures to prevent risks such as virus distribution or distortion.

5. Ximore’s obligation is a best-efforts obligation, not a result obligation, unless the Agreement clearly and expressly states otherwise. A best-efforts obligation applies when Ximore develops a Product based on the Customer’s wishes.

6. Ximore determines how and by whom the Agreement is executed but will consider the Customer’s expressed wishes as much as possible. If proper execution of the Agreement requires it, Ximore may engage third parties, such as for installation work.

7. Ximore is entitled to procure or provide third-party products to fulfill its obligations under the Agreement. Ximore is not responsible for third-party products unless agreed otherwise in writing.

Article 5. User license

1. For the use of a web application by the Customer, Ximore grants the Customer a user license.

2. Ximore grants the user license for a term of one (1) year, automatically renewed for successive one (1)-year periods. The term begins on the date the Customer signs/accepts the quotation or, if no accepted quotation exists, when Ximore provides the user license. The license can be terminated at the end of the term with three months’ notice. The Customer acknowledges that upon termination of the license, the Products can no longer be managed via the online system or web application.

3. Ximore invoices the user license annually for the upcoming year. In addition to the fixed usage costs, Ximore also charges for SIM cards, data costs, and SMS bundles.

4. The Customer may not transfer the license without Ximore’s written consent.

5. The Customer is prohibited from modifying the web application without Ximore’s consent.

6. Ximore may modify the web application and its specifications at its discretion.

7. Ximore is willing and able to maintain the web application. The Customer must enable Ximore to fulfill its obligations if the Products have defects or imperfections.

8. The Customer shall not modify, remove, or alter trademarks, trade names, numbers, or other identification marks used on or in connection with the Products. The Customer shall not use trademarks or trade names in a way that could harm their distinctiveness, reputation, validity, recognition, or Ximore’s goodwill or business.

9. The Customer shall strictly adhere to Ximore’s guidelines and instructions regarding the license of trademarks and trade names, as provided from time to time.

10. Except for the license right specified in Article 5.1, the Customer has no intellectual property rights to trademarks, trade names, software, web applications, hardware, or related goodwill. All intellectual property rights remain with Ximore and/or third parties. All goodwill arising from the Customer’s use of the license belongs to Ximore.

11. The Customer shall immediately notify Ximore of any infringement or threatened infringement by a third party of which the Customer becomes aware, as well as any claim by a third party alleging that the Products may infringe their rights.

12. The usage right terminates in case of bankruptcy, company dissolution, application for suspension of payments, or seizure of (part of) the Customer’s assets. In case of a business acquisition, the usage right does not transfer to the acquiring party unless otherwise agreed in writing with Ximore.

Article 6. Delivery

1. Delivery terms are approximate and based on the information and circumstances known to Ximore at the time of entering the Agreement.

2. Agreed delivery times are never strict deadlines. In case of delayed delivery, the Customer must formally notify Ximore in writing and grant a reasonable period to fulfill the obligations.

3. The Customer acknowledges that the project timeline may be affected if the parties agree mid-term to expand or modify the approach, method, or scope of the Assignment or resulting work.

4. In case of delayed delivery, the Customer is not entitled to refuse acceptance.

5. Minor defects that can be repaired within 30 days of delivery do not prevent delivery.

6. If the Customer requests a postponement of delivery, any costs incurred by Ximore, such as storage costs, will be charged to the Customer.

Article 7. Prices and payment

1. The parties may agree on an hourly rate upon entering the Agreement. The price will be determined based on the actual time spent, calculated according to Ximore’s applicable hourly rates.

2. The parties may also agree on a fixed price. 35% of this amount is paid before the Assignment begins, 40% upon delivery of materials and installation, 20% upon completion of configuration, and 5% after delivery. If the parties agree otherwise, these terms may be deviated from. For annually recurring amounts, payment is made in advance.

3. Prices provided by the Customer are in euros, exclude VAT, and are based on the price-determining factors applicable at the time of the Assignment.

4. Ximore’s invoice may include third-party costs in addition to its own hours, which will be charged to the Customer.

5. Changes to the Assignment or additional work may be charged.
   If a mid-term change in the Assignment or its execution is caused by the Customer, Ximore will make necessary adjustments if required for the quality of the service. If such adjustments result in additional work, this will be invoiced separately and paid by the Customer.

6. Work or deliveries not specified in the quotation but performed at the Customer’s request may be charged.

7. Payment of Ximore’s invoices must be made within 14 days of the invoice date, without deduction, discount, or setoff, in Dutch currency via transfer to a bank account designated by Ximore.

8. Objections to the invoice amount or complaints do not suspend the Customer’s payment obligation.

9. If the Customer fails to pay an installment, Ximore may suspend work or delivery until the outstanding invoice or partial payment is received. This does not affect Ximore’s right to compensation for costs and damages. After written notice, Ximore may also block the web application until the Customer meets its obligations. Any consequences, costs, or damages are at the Customer’s risk and expense.

10. Ximore may request an advance payment for its work and/or (procurement) costs.

11. If the Agreement is entered into by two Customers, they are jointly and severally liable for payment of amounts due for work or deliveries performed for them.

12. The Customer may not offset amounts owed to Ximore with any claims it believes it has against Ximore.

13. In case of liquidation, bankruptcy, seizure, guardianship, or suspension of payments of the Customer, Ximore’s claims against the Customer are immediately due.

Article 8. Interest and (collection) costs

1. If the Customer fails to pay within the 14-day period, they are automatically in default without further notice and owe contractual interest of 12% per year. Interest on the outstanding amount is calculated from the day of default until full payment.

2. If the Customer does not fully meet the payment obligation after the first payment term, Ximore will send a written reminder for payment of the outstanding amount within a second 7-day term. If the Customer fails to pay within this term, extrajudicial collection costs and contractual interest are due. Collection costs amount to 15% of the invoiced amount, with a minimum of €150.

3. If Ximore incurs higher reasonable costs necessary for collection, these are also eligible for reimbursement.

Article 9. Risk transfer

The risk of the Product transfers to the Customer when Ximore makes it available to the Customer or their designated recipient. The Customer may insure against risks.

Article 10. Opzegging, opschorting en ontbinding

1. An Agreement cannot be canceled.

2. The Agreement cannot be terminated mid-term unless otherwise agreed in writing.

3. Ximore may suspend or terminate the Agreement if:

4. The Customer fails to fully or partially meet its obligations under the Agreement.

5. Circumstances arising after the Agreement’s conclusion give Ximore reasonable grounds to fear the Customer will not fulfill its obligations. Suspension is only permitted if the failure justifies it.

Ximore is not liable for damages upon termination.

1. Ximore may dissolve the Agreement if circumstances make performance impossible or unreasonable, or if maintaining the Agreement unchanged cannot reasonably be expected.
2. Upon dissolution, Ximore’s claims against the Customer are immediately due. If Ximore suspends performance, it retains its legal and contractual rights.
3. Ximore retains its right to payment for work performed up to that point, with the Customer receiving provisional results under the condition that all invoices are paid. Additional work will be charged and paid in advance.
4. Ximore always retains the right to claim damages.

Articl 11. Deactivation

1. Ximore may temporarily deactivate or restrict the use of web applications after careful consideration if the Customer fails to meet a significant obligation under the Agreement. Ximore will notify the Customer in writing in advance. The payment obligation remains during deactivation. Significant obligations include the Customer’s payment duties.

2. Reactivation will occur once the Customer meets its obligations within a reasonable period set by Ximore.

3. Damages and costs to the Customer or third parties due to non-compliance and deactivation are at the Customer’s risk and expense.

Article 12. Liability

1. If Ximore is liable, its liability is limited as stipulated in this article.

2. If the Customer proves damage due to Ximore’s act or omission that could have been avoided with careful and professional conduct (breach of contract or tort), Ximore’s liability is limited to the amount paid by its liability insurer for the case. If the insurer does not pay, Ximore’s liability is limited to the invoice value of the Agreement or, for Agreements longer than 6 months, up to six months’ value.

3. Damage is limited to personal injury, damage to property, and direct financial loss.

4. Ximore is never liable for indirect damages, including consequential damages, lost profits, intangible damages, missed savings, damages to or by third parties, damages from disruptions, material damages, hacking, power or internet outages, business stagnation, or damages related to third-party materials, software, or business/environmental harm.

5. Liability limitations do not apply if the damage results from intent or gross negligence by Ximore’s management/directors.

6. Ximore is not liable for errors in email transmission or untimely receipt.

7. Ximore is not liable for damages due to incorrect or incomplete information provided by the Customer, unless Ximore should have known of the inaccuracy or incompleteness.

8. Ximore is not liable if the Customer or third parties miss or fail to notice a signal from the web application. The Customer is responsible for seeking timely maintenance or advice if in doubt about the Product or web application’s functionality.

9. Liability limitations also apply to persons or third parties engaged by Ximore, who may directly invoke these limitations.

10. Ximore uses third-party services/products and is not liable for events beyond its control, such as those involving server managers or suppliers.

11. Ximore is not liable for the malfunction of delivered services due to changes made by the Customer or third-party software/service providers.

12. Ximore is not liable for the consequences of system or software errors.

Article 13. Delivery, complaints, warranty, defects, and claims

1. Ximore will deliver developed or modified Products or parts thereof when, in its professional opinion, they meet specifications or are suitable for use. The Customer must evaluate and approve or reject the delivered Product within 5 working days for visible defects and 20 working days for non-visible defects. This also applies to physical Products. If the Customer does not reject within this period, the delivered Product is deemed accepted.

2. If a Product is delivered in phases, the Customer must approve or reject each phase as specified above. Approval in earlier phases cannot be contested in later phases.

3. Hardware delivered by Ximore can be commented on in case of complaints and must be returned if requested by Ximore. If this delays the planned delivery date, the delivery date is postponed by the duration of the delay or a reasonable period.

4. If Ximore receives no written approval or rejection after delivery, the software and Products are deemed accepted by the Customer.
   If the Customer rejects the delivered Product wholly or partially, Ximore will investigate the reason and, if valid, address it promptly.

5. Ximore may choose to adjust the invoiced price, repair or redo the work free of charge, deliver a new or similar Product, or partially/fully not execute the Assignment with a proportional refund of the paid price.

6. If the Customer repeatedly rejects work and requests revisions, Ximore may charge additional costs for revisions, indicating whether costs apply. This does not apply if the revision is part of the Assignment or arises from a valid complaint.

7. After acceptance, liability for defects expires unless Ximore knew or should have known of the defect at the time of acceptance. Liability for defects expires one year after the Customer receives the Product, regardless of the reason.

8. Ximore will make reasonable efforts to correct errors or provide replacement Products within a reasonable period. Ximore guarantees that Products substantially function as described in the documentation but does not guarantee uninterrupted or error-free operation. The complaint procedure applies in such cases. Error correction is generally based on the applicable hourly rate.

9. Ximore may charge repair or delivery costs if errors result from Customer misuse, improper use, or causes not attributable to Ximore or outside the warranty. The repair or delivery obligation expires if the Customer modifies Products without Ximore’s written consent.

10. Error correction or replacement is performed at a location and in a manner determined by Ximore. Ximore may implement temporary solutions, workarounds, or limitations to avoid issues.

11. Ximore is not obligated to restore damaged or lost data.

12. Ximore has no obligations for errors reported after the warranty period.

13. For custom work, minor deviations are not grounds for dissolving the Agreement or claiming damages, as they are part of normal human work.

14. A complaint does not suspend the Customer’s payment obligation.

Article 14. Force majeure

1. Ximore is not obligated to fulfill any obligation if prevented by circumstances not attributable to fault, law, legal acts, or generally accepted practices.

2. Force majeure includes, in addition to legal and jurisprudential definitions, staff illness, strikes, cancellation or delay of procurement materials or third parties engaged by Ximore, and all external causes, foreseen or unforeseen, beyond Ximore’s control, including but not limited to fire, terrorism, temporary interruptions or disruptions in electricity, internet, or security, delays by intermediaries or on the road, pandemics, insufficient maintenance by or on behalf of the Customer, consequences of Customer actions or omissions, or other suppliers or third parties, and consequences of interruptions due to third-party maintenance/work or hacking.
   Ximore may suspend its obligations during the force majeure period. If this period exceeds two months, either party may dissolve the Agreement without liability for damages.

Article 15. Intellectual property

1. All intellectual property rights to software, web applications, websites, databases, equipment, hardware, software, or other materials (e.g., analyses, designs, documentation, reports, drawings, models, sound recordings, photographs, formatting files, quotations, and preparatory materials) developed or provided to the Customer belong exclusively to Ximore, its licensors, or suppliers. The Customer receives only the usage rights expressly granted by the written Agreement or law. These usage rights are non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.

2. If the parties expressly agree in writing that intellectual property rights for Customer-specific software, web applications, hardware, websites, databases, or materials transfer to the Customer, this does not affect Ximore’s right to use underlying components, principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, or standards for other purposes, either for itself or third parties, without restriction. Such a transfer also does not affect Ximore’s right to develop similar or derived products for itself or third parties.

3. The Customer shall not remove or modify indications of confidentiality, copyrights, trademarks, trade names, or other intellectual property rights from software, web applications, hardware, websites, databases, or materials.

4. Even if not expressly stipulated in the Agreement, Ximore may implement technical measures to protect equipment, web applications, hardware, software, databases, websites, or provided software in connection with agreed usage restrictions. The Customer shall not remove or bypass such measures.

5. Ximore indemnifies the Customer against third-party claims alleging that Ximore-developed (or commissioned) software, web applications, hardware, websites, databases, or materials infringe third-party intellectual property rights, provided the Customer promptly informs Ximore in writing of the claim and leaves its handling, including settlements, to Ximore or its supplier. The Customer must provide necessary powers, information, and cooperation to defend against such claims. This indemnity does not apply if the infringement relates to materials provided by the Customer or modifications made by the Customer without Ximore’s written consent. If a court rules that Ximore-developed materials infringe third-party rights or if Ximore believes such infringement is likely, Ximore may replace or modify the materials to eliminate the infringement while minimizing impact on functionality. Ximore will ensure the Customer can continue using the delivered or functionally equivalent materials. Any further indemnity for intellectual property infringement is excluded.

6. The Customer warrants that no third-party rights oppose the provision of equipment, web applications, hardware, software, website materials, databases, or designs to Ximore for use, maintenance, processing, installation, or integration. The Customer indemnifies Ximore against third-party claims alleging that such provision, use, maintenance, processing, installation, or integration infringes their rights.

7. Ximore is not obligated to perform data conversion unless expressly agreed in writing with the Customer.

8. Ximore may use works created for the Customer for its own publicity or promotion.

Article 16. Retention of title and repossession

1. All delivered goods (Products) remain Ximore’s property until fully paid for by the Customer.

2. Until then, the Customer may not pledge or transfer the goods to third parties unless this is part of the Customer’s normal business operations.

3. The Customer must store goods under retention of title carefully and as recognizable Ximore property and insure them against fire, water damage, and theft. Insurance claims will be pledged to Ximore upon request as additional security for Ximore’s claims.

4. Ximore may repossess delivered goods if the Customer fails to meet payment obligations, without prejudice to Ximore’s rights to performance, dissolution, or damages.

5. If third parties seize or intend to seize goods under retention of title, the Customer must immediately notify Ximore.

6. If the Customer fails to meet obligations or gives Ximore reason to fear non-compliance, Ximore may repossess goods under retention of title, with the Customer obligated to cooperate. All repossession costs are at the Customer’s expense. If the Customer meets all obligations after repossession, return costs are also at the Customer’s expense.

Article 17. Indemnity

1. The Customer indemnifies Ximore, its subordinates, and agents against third-party claims regarding intellectual property rights on materials or data provided by the Customer.

2. The Customer indemnifies Ximore against third-party claims for damages related to the Agreement’s execution attributable to the Customer.

3. The Customer indemnifies Ximore against third-party claims for damages caused by incorrect or incomplete information provided by the Customer.

4. The Customer indemnifies Ximore against all third-party claims—including shareholders, directors, supervisors, employees, affiliates, and others involved in Ximore’s organization—arising from or related to Ximore’s work for the Customer.

5. The Customer also indemnifies Ximore against third-party claims where Ximore is considered a co-perpetrator with the Customer.

Article 18. Processing of personal data

1. Ximore processes personal data in accordance with the General Data Protection Regulation (GDPR).

2. Ximore may engage third parties, who may process personal data as (sub)processors.

3. Ximore has implemented adequate technical and organizational measures to secure personal data against loss or unlawful use.

4. The Customer or data subject may request access to the personal data processed by Ximore, as well as correction or deletion. Ximore will provide an overview of personal data within four weeks of the request, which can be made in writing to Ximore’s address. If inaccuracies exist, the Customer may request correction or deletion. Ximore may charge a statutory fee for such requests.

5. Ximore only provides personal data to third parties if legally required, pursuant to the Agreement, or with consent. The Customer is responsible for providing personal data correctly and in compliance with legislation.

Article 19. Limitation period

Unless otherwise specified in these terms, claims and other rights of the Customer against Ximore, for any reason related to Ximore’s work, expire one year after the Customer became aware or could reasonably have been aware of these rights.

Article 20. Service Level Agreement

Any agreements regarding service levels (Service Level Agreement) are only made expressly in writing. The Customer must promptly inform Ximore of circumstances affecting the service level or its availability.

Article 21. Applicable law and disputes

Dutch law applies to every Agreement and related events between the Customer and Ximore. Disputes will be handled by the court with jurisdiction in Ximore’s place of establishment, unless the subdistrict court has jurisdiction. Ximore may, however, submit disputes to the court competent under the law. The applicability of the Vienna Sales Convention is excluded.