Terms and Conditions

1. Applicability

1.1 These general terms and conditions apply to all quotes and offers made by Techonomy, all work and services performed by Techonomy, and all agreements with Techonomy.

1.2 Deviations from these general terms and conditions are only possible if agreed upon in writing between Techonomy and the Client.

1.3 The applicability of any general terms and conditions used by the Client is hereby excluded.

2. Definitions / General Provisions

2.1 In these general terms and conditions, the following definitions apply:

a. Techonomy: the private limited company: “Techonomy B.V.”, established at (5611 ZX) Eindhoven, Schimmelt 40;

<b class="caa3c03b-b355-1807-58a2-5d5362e00e45">Client: the (legal) person entering into an Agreement with Techonomy;</b>

c. Agreement: the agreement between Techonomy and the Client regarding the provision of the Service;

d. GDPR: General Data Protection Regulation.

2.2 The invalidity and/or voidability of one or more provisions contained in these general terms and conditions shall not affect the legal validity of the remaining non-invalid or non-voidable provisions. In such an event, the parties shall consult to agree on new provisions to replace the invalid or voided ones, taking into account, as far as possible, the purpose and intent of the original provision.

2.3 These general terms and conditions are made available on the Techonomy website, where they can be saved, downloaded, and printed. The most recently filed version always applies.

2.4 Techonomy reserves the right to unilaterally amend these General Terms and Conditions. If the Client does not agree to the amendment, they have the right to terminate the Agreement in writing by the date on which the amendment takes effect.

3. Formation of the Agreement

3.1 Every offer made by Techonomy is non-binding. Any offer may be revoked by Techonomy within 5 calendar days after acceptance by the Client.

3.2 An Agreement is concluded upon written confirmation by the Client of an unchanged, valid quotation and/or offer from Techonomy.

3.3 The Client warrants the accuracy and completeness of the information provided by or on behalf of the Client to Techonomy upon which Techonomy bases its offer. If that information proves to be incorrect or incomplete, Techonomy has the right to change the offer.

3.4 Technical data, design, and functionalities stated on Techonomy's website, as well as in offers and/or quotations, are not binding on Techonomy, in the sense that minor deviations do not give the Client the right to terminate or rescind the Agreement, or to suspend its (payment) obligations.

4. Price and payment

4.1 All prices used are in Euros and exclusive of VAT, transport costs, and other costs, such as import duties, levies, etc. (unless stated otherwise).

4.2 Techonomy is not bound to honor an Agreement at a stated price that is clearly based on a printing or clerical error.

4.3 Work not mentioned in the quotation is not covered by the Agreement and may have a price-increasing effect.

4.4 Techonomy is entitled to change the prices of the services it provides if these changes are the result of specific cost-determining factors, of any nature whatsoever, that were not foreseeable at the time the Agreement was concluded and the price change is reasonable.

4.5 In addition to the provisions in Article 4.4 of these general terms and conditions, Techonomy is entitled to change its rates semi-annually as part of a general rate adjustment, provided that new rates are communicated to the Client at least one month before they take effect, after which the Client has the right to terminate the Agreement effective from the date the rate change takes effect.

4.6 The payment term for settling Techonomy's invoices is fourteen (14) days, unless expressly agreed otherwise in writing.

4.7 Payment must be made in euros to the bank account designated by Techonomy.

4.8 If there is doubt regarding whether the Client can fulfill its obligations, or if the Client is already failing to fulfill its obligations during the execution of the Agreement, Techonomy is entitled to suspend the execution of the Agreement or to terminate the Agreement with immediate effect.

4.9 If invoices are not paid within the agreed payment term, the Client is in default by operation of law, and Techonomy is entitled to increase the outstanding amount by statutory commercial interest.

4.10 At the moment Techonomy must hand over its claim for collection, Techonomy is entitled to charge the Client collection costs equal to 15% of the outstanding invoice amount.

4.11 Set-off by the Client against payment obligations to Techonomy is expressly excluded.

4.12 Payments made by the Client shall first be applied to settle all interest and costs due, and subsequently to the longest outstanding invoices, even if the Client explicitly states that the payment relates to a (later) invoice.

5. Product user license

5.1 If the Agreement concerns the creation of an application, webpage, website, or other type of product, the intellectual property rights shall remain the property of Techonomy, unless expressly agreed otherwise in writing.

5.2 Techonomy grants the Client a user license for the use of the product, and Techonomy shall provide the agreed user documentation, for an indefinite period or for the term agreed upon by the parties.

5.3 After delivery, the product becomes the property of the Client. The Client is entitled to use the product, and such use is at the Client's own expense and risk. After delivery, Techonomy is no longer responsible for the operation of the product unless the parties have agreed to a maintenance contract.

5.4 The right to use the product under the user license is non-exclusive, non-transferable pursuant to Article 3:83 paragraph 2 of the Dutch Civil Code, non-pledgeable, and not (sub)licensable. The Client is not permitted to allow third parties to use or access the product in any way whatsoever.

5.5 User documentation expressly does not include the so-called object code(s) and/or source code(s) of the product, nor the technical documentation created during the development of the product.

5.6 Techonomy is always entitled to take (technical) measures against unauthorized use of the user license or software. The Client is expressly not permitted to remove or otherwise disable security measures intended to protect the product, or to make changes to the product in any other way.

5.7 The Client is at all times required to cooperate with an investigation initiated by (or on behalf of) Techonomy regarding compliance with the agreed usage restrictions. This includes providing access to buildings and rooms, as well as access to systems. Techonomy will treat any confidential information that becomes known to it as a result of this with the utmost confidentiality.

6. Change of the assignment, or additional work

6.1 The Client accepts that the timeline of the Agreement may be affected if the scope of the Agreement is expanded and/or changed during the term. If the interim change affects the agreed fee, Techonomy will notify the Client of this as soon as possible.

6.2 If, due to a change in the Agreement resulting from additional requests or wishes from the Client, Techonomy is required to perform additional work (additional work), this work will be charged to the Client on the basis of subsequent calculation at the rates customary at that time, unless expressly agreed otherwise in writing.

7. Commencement of Service and acceptance

7.1 Techonomy will install or make the product ready for use for the Client within a reasonable period after entering into the Agreement.

7.2 The Client is required to immediately provide the necessary facilities for the installation and commissioning of the product.

7.3 The Client is required to test whether the delivered product meets the functional or technical specifications provided by Techonomy within fourteen (14) days after delivery of the product. The product is considered accepted between the parties if:

7.4 The Client does not report any complaints within the test period of fourteen (14) days;

• the complaints reported during the test period have been resolved;
• the Client starts using the product.

8. Availability, updates, and maintenance

8.1 Techonomy has an obligation of effort to keep its product available to the Client without interruption, but provides no guarantees in this regard, unless otherwise agreed in writing.

8.2 Techonomy is entitled to temporarily take the product out of service for the purpose of maintenance, adjustments, or improvements. This downtime will be announced at least twelve (12) hours in advance, with Techonomy making every effort to schedule the downtime at times that cause the least possible inconvenience to the Client. Techonomy is never liable for any damage the Client may suffer as a result of such downtime.

8.3 Techonomy has set up a helpdesk for questions, which the Client can reach via an email address and telephone number provided to them during office hours. Techonomy will make every effort to answer questions within a reasonable timeframe.

8.4 The provisions of this article only apply if the parties have entered into a maintenance contract with each other, or if the parties have agreed that Techonomy is responsible for the operation of the product after delivery.

9. Backup and Security

9.1 Techonomy makes a daily backup of the data processed in the product on a voluntary basis. Techonomy offers no guarantees regarding the availability of backup data.

9.2 Techonomy uses SSL certificates to secure data transmission.

10. Personal data and cookies

10.1 In the event that personal data is entered into the product by the Client or User, the following applies. Techonomy is a processor within the meaning of the GDPR. The Client is the controller within the meaning of the GDPR.

10.2 Techonomy will ensure an appropriate level of security, taking into account the risks associated with the processing of personal data. However, this security is limited to systems or infrastructure under Techonomy's control and does not in any way relieve the Client of its obligations under the GDPR.

10.3 If the Client is required to modify, delete, or transfer data due to a legal obligation, Techonomy will cooperate with this, provided that the Client reimburses Techonomy for the reasonable costs incurred.

10.4 The product may use "cookies". The Client is therefore required to inform the User about this and to obtain their consent.

11. Liability

11.1 The total liability of Techonomy due to an attributable failure in the performance of the agreement or on any legal ground whatsoever, expressly including any failure to fulfill a warranty obligation agreed upon with the Client, is limited to compensation for direct damage up to a maximum of the price stipulated for that agreement (excl. VAT). If the agreement is primarily a long-term contract with a duration of more than one year, the price stipulated for that agreement is set at the total of the fees (excl. VAT) stipulated for one year.

11.2 Techonomy's liability, on any legal ground whatsoever, is excluded to the extent that the damage amount exceeds the coverage of Techonomy's professional/liability insurance.

11.3 Techonomy is not required to fulfill any obligation, including any legal and/or agreed warranty obligation, if it is prevented from doing so as a result of force majeure. Force majeure on the part of Techonomy includes, but is not limited to:

• force majeure on the part of Techonomy's suppliers;
• failure to properly fulfill obligations by suppliers prescribed to Techonomy by the Client;
• defects in third-party goods, equipment, software, or materials, the use of which has been prescribed to Techonomy by the Client;
• government measures;
• power failures;
• disruption of internet, data network, or telecommunications facilities;
• epidemics and natural disasters;
• strikes by Techonomy staff; and
• general transport problems.

11.4 If a force majeure situation lasts longer than sixty (60) calendar days, each party has the right to terminate the agreement in writing.

11.5 A condition for the emergence of any right to compensation is always that the Client reports the damage to Techonomy in writing as soon as possible after it occurs. Any claim for damages against Techonomy shall lapse by the mere passage of six (6) months after the damage occurs, unless the Client has instituted legal proceedings for compensation for the damage before the expiry of that period.

11.6 The Client indemnifies Techonomy against all third-party claims arising from the performance of the Agreement.

12. Intellectual property

12.1 All intellectual property rights to all products made available under the Agreement, as well as any preparatory material thereof, shall vest in Techonomy or its licensors. The Client only acquires a right of use and may therefore not reproduce, copy, or otherwise use the product or other materials other than as permitted under the user license.

12.2 The Client is required to respect the intellectual property belonging to the Service and the delivered product and to refrain from infringing upon the rights of Techonomy, or enabling an infringement by a third party.

12.3 For every violation of the first and second paragraphs, the Client shall owe an immediately due and payable penalty of € 10,000.00, plus € 1,000.00 for every day or part thereof that the violation continues or has not been remedied, without prejudice to Techonomy's right to recover its damages from the Client or to demand performance.

13. Miscellaneous provisions

13.1 An Agreement does not create any exclusivity.

13.2 If the Parties use an electronic signature, they attach the same legal consequences to it as a non-electronic signature.

13.3 The Client shall refrain from directly or indirectly employing persons working for Techonomy, having them work for the Client, or making an offer to that effect. The Client may not in any way attempt to cause these persons to terminate their relationship with Techonomy during the term of an Agreement and for 12 months thereafter, unless expressly agreed otherwise in writing by both parties. If the Client fails to comply with this provision, they shall owe the Contractor an immediately due and payable liquidated damages of € 50,000. Techonomy also reserves the right to claim full damages or to pursue other legal remedies.

13.4 A provision in an Agreement shall take precedence over any conflicting provision in the General Terms and Conditions.

14. Termination of the Agreement

14.1 The Agreement is always entered into for a fixed term and cannot be terminated.

14.2 In the event that the Agreement terminates, for any reason whatsoever, the Client's right of use shall end immediately and access to the product shall be denied.

15. Governing law and choice of forum

15.1 The Agreement is governed exclusively by Dutch law. Even if an obligation is performed in whole or in part abroad, or if the Client is domiciled or established abroad, Dutch law shall exclusively apply to the Agreement.

15.2 Disputes between the Client and Techonomy shall first be attempted to be resolved through mutual consultation, after which the dispute may (if desired) be submitted to the competent court of the District Court of East Brabant.

Version: October 3, 2025