Terms and Conditions

In these conditions: • Slimme Fabriek: The company Slimme Fabriek (trade name of Olé. Media), established in Stramproy, registered with the Dutch Chamber of Commerce. • Service: The software platform 'Slimme Fabriek Assist' offered as Software-as-a-Service (SaaS), including all associated modules, updates, and support. • Customer: The natural or legal person acting in the exercise of a profession or business who enters into an agreement with Slimme Fabriek. • User: Any natural person who accesses and uses the Service on behalf of the Customer. • Agreement: The agreement between Slimme Fabriek and the Customer regarding the use of the Service. • Platform: The web application and/or edge application through which the Service is delivered. • Data: All data that the Customer or Users enter, upload, or generate via the Platform.

2.1. These general terms and conditions apply to all offers, quotations, and agreements between Slimme Fabriek and the Customer, unless otherwise agreed in writing. 2.2. Any purchase or other conditions of the Customer are expressly rejected. 2.3. Deviations from these conditions are only binding if agreed in writing and apply exclusively to the agreement in question. 2.4. If any provision of these conditions is void or voidable, this shall not affect the validity of the remaining provisions.

3.1. All offers and quotations from Slimme Fabriek are without obligation, unless expressly stated otherwise. 3.2. An agreement is concluded at the moment the Customer accepts an offer, or at the moment Slimme Fabriek begins executing the assignment. 3.3. Slimme Fabriek reserves the right to refuse a request without stating reasons. 3.4. The Customer warrants the accuracy and completeness of the information provided on which Slimme Fabriek bases its offer.

4.1. Slimme Fabriek grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to use the Platform for the duration of the Agreement. 4.2. The Customer is responsible for: • Keeping all login credentials and access codes confidential. • The use of the Service by its Users. • The accuracy and legality of the entered Data. 4.3. The Customer is not permitted to: • Use the Service for actions contrary to law, public order, or public decency. • Reverse-engineer, decompile, or disassemble the Service. • Make the Service available to third parties without written consent. • Use the Service in a manner that impairs the operation of the Platform or other users. 4.4. Slimme Fabriek has the right to suspend access to the Service in case of violation of these conditions.

5.1. Slimme Fabriek endeavors to keep the Service available 24/7 with a minimum availability of 99.5% annually (best-effort), unless a different SLA has been agreed. 5.2. Slimme Fabriek has the right to temporarily take the Service out of use for maintenance, updates, or improvements. Planned maintenance will be announced in advance when possible. 5.3. Slimme Fabriek is not liable for any damage resulting from unavailability of the Service, unless an SLA with corresponding compensation arrangement has been agreed. 5.4. For Enterprise customers, a separate Service Level Agreement (SLA) may be agreed with specific availability guarantees and compensation arrangements.

6.1. All prices are exclusive of VAT and other government levies, unless stated otherwise. 6.2. The fee due is invoiced in advance per month or per year, depending on the chosen billing period. 6.3. Payment must be made within 14 days of the invoice date, unless otherwise agreed. 6.4. In case of late payment, the Customer is automatically in default, and Slimme Fabriek is entitled to: • Charge statutory commercial interest. • Charge extrajudicial collection costs. • Suspend access to the Service until full payment is received. 6.5. Slimme Fabriek reserves the right to adjust prices annually. Price changes will be announced in writing at least 30 days in advance. In case of a price increase of more than 10%, the Customer has the right to terminate the Agreement as of the effective date of the price change.

7.1. All intellectual property rights to the Service, Platform, software, documentation, and all related materials rest exclusively with Slimme Fabriek or its licensors. 7.2. The Customer acquires only the right of use as described in these conditions. No transfer of intellectual property rights takes place. 7.3. The Customer retains all rights to the Data entered by them. The Customer grants Slimme Fabriek a limited right of use to this Data, solely to the extent necessary for the delivery of the Service. 7.4. The Customer is not permitted to remove or modify any indication of intellectual property rights.

8.1. The Customer remains the owner of all Data entered by them. 8.2. Slimme Fabriek processes personal data in accordance with the General Data Protection Regulation (GDPR) and as described in our Privacy Policy. 8.3. If Slimme Fabriek processes personal data on behalf of the Customer, a Data Processing Agreement will be concluded in accordance with Art. 28 GDPR. 8.4. Slimme Fabriek makes regular backups of the Data for disaster recovery. However, the Customer is responsible for exporting and storing their own critical data. 8.5. After termination of the Agreement, the Customer has 30 days to export their Data. After this period, the Data will be deleted.

9.1. Both parties undertake to maintain confidentiality of all confidential information received from each other in the context of the Agreement. 9.2. Information is considered confidential if communicated as such by the other party or if this follows from the nature of the information. 9.3. The confidentiality obligation does not apply to information that: • Was already public at the time of receipt. • Was independently developed by the receiving party. • Must be disclosed pursuant to a legal obligation. 9.4. The confidentiality obligation remains in effect during the term of the Agreement and for 2 years after its termination.

10.1. Slimme Fabriek's total liability is limited to compensation of direct damage and to a maximum of the amount paid by the Customer to Slimme Fabriek in the 12 months preceding the damage-causing event (excl. VAT). 10.2. Liability for indirect damage is excluded, including: • Consequential damage. • Lost profits. • Missed savings. • Damage due to business stagnation. • Loss or corruption of data. 10.3. The limitations in this article do not apply if the damage is the result of intent or deliberate recklessness by the management of Slimme Fabriek. 10.4. Slimme Fabriek is not liable for damage resulting from: • Incorrect or unlawful use of the Service by the Customer or Users. • Inaccuracy or incompleteness of data provided by the Customer. • Following AI-generated advice (the Customer always retains final responsibility for operational decisions). 10.5. Claims for damages expire 12 months after the damage occurred.

11.1. In case of force majeure, Slimme Fabriek is not obligated to fulfill any obligation. 11.2. Force majeure includes, among others: disruptions in telecommunications infrastructure, internet outages, DDoS attacks, cyber attacks, power outages, fire, government measures, pandemics, disruptions at suppliers or third parties on which Slimme Fabriek depends. 11.3. If the force majeure continues for more than 60 days, both parties have the right to dissolve the Agreement in writing without obligation to pay compensation.

12.1. The Agreement is entered into for the duration specified in the offer (monthly or annually). 12.2. Monthly billing: termination is possible with a notice period of 1 month before the end of the current month. 12.3. Annual billing: termination is possible with a notice period of 1 month before the end of the current annual contract. Without timely termination, the Agreement is automatically renewed for the same period. 12.4. Termination must be done in writing (by email) or via the Platform. 12.5. Slimme Fabriek has the right to terminate the Agreement with immediate effect if: • The Customer acts in violation of these conditions and does not remedy this within 14 days after written notice. • The Customer is declared bankrupt or applies for a moratorium on payments. 12.6. Upon termination of the Agreement, the Customer's right of use expires and access to the Platform is terminated after the export period mentioned in Article 8.5.

13.1. Slimme Fabriek reserves the right to amend these general terms and conditions. 13.2. Amendments will be announced at least 30 days in advance by email or via the Platform. 13.3. If the Customer does not agree with the amended conditions, they have the right to terminate the Agreement as of the effective date of the amendments. 13.4. Continued use of the Service after the amended conditions take effect constitutes acceptance.

14.1. Dutch law applies exclusively to all legal relationships in which Slimme Fabriek is a party. 14.2. Parties will first attempt to resolve disputes through mutual consultation. 14.3. If mutual consultation does not lead to a solution, disputes shall be submitted to the competent court in the district of Limburg, the Netherlands. 14.4. The Vienna Sales Convention (CISG) is expressly excluded.

For questions about these general terms and conditions, please contact: Slimme Fabriek (Olé. Media) Veldstraat 45 6039 EB Stramproy The Netherlands Chamber of Commerce (KVK): 99640759 Email: info@slimmefabriek.nl Phone: +31 6 37 28 13 86