Terms and conditions

Version: 1.1

Date: December 1, 2021

Article 1 Definitions

General terms and conditions: these general terms and conditions, regardless of the form in which they are made known. Both on paper and electronically.

Services: all work and other activities that are the subject of any offer, quotation, agreement or other legal act in the relationship between Woby Holding BV and the Client, including the Woby system, Kassakeuze.nl and the technical systems of Woby Holding BV or its suppliers or engaged third parties.

Woby Holding BV: Woby Holding BV established in Roosendaal and registered in the trade register of the Chamber of Commerce under file number: 83129294 and with e-mail address info@woby.nl. Woby Holding BV has a service Woby which offers catering companies the possibility to have the Consumer order and place service requests through an application on the smartphone, tablet and/or order kiosk. Consumers can then place orders directly with the Client. The Service can be managed and configured by the Client via the online Woby portal, Woby management or entering the order via the receipt in its current system.

Woby QR code: The Woby QR code (hereinafter: QR code) is a two-dimensional barcode associated with a unique order location. The number of order locations determines the number of QR codes.

Agreement: the agreement between Woby Holding BV and the Client on the basis of which Woby Holding BV provides Services for the Client.

Client: legal entity that concludes or has concluded the Agreement with Woby Holding BV or for whose benefit the legal act is/will be performed on the basis of which Services are provided to this party, including the Woby system or Kassakeuze.nl.

Woby system: a software solution (consisting of several applications) with which an end user, usually a Consumer, can order from a Client using mobile telephones/tablets/kiosk.

Kassakeuze.nl: a service whereby Woby Holding BV makes a comparison for the Client between different cash register suppliers.

Consumer: The user of the application and any natural person who is not acting in the exercise of a profession or business who uses the Woby Order app with a smartphone.

Website: any virtual place on the World Wide Web or a similar form of opening up or making information available, by means of which Services, software or information are made available, including www.woby.nl.

Article 2 Applicability of general terms and conditions

1. The general terms and conditions apply to and form part of all offers, quotations, agreements and other legal acts, regardless of whether these are made orally, in writing, electronically or in any other form, regarding the delivery of Services by Woby to or for the benefit of of the Client.

2. The general terms and conditions also apply to Services in which Woby has wholly or partly engaged third-party services and supplies these to the Client, whether or not they have been processed, as well as to Services that are provided for the implementation of the offer, quotation, agreement or other legal act. be delivered to the Client by a third party on the instructions of Woby.

3. Deviations from these general terms and conditions are only valid if they have been expressly agreed in writing in advance by Woby and the Client.

4. Woby and the Client expressly reject the applicability of any general (purchase or sale) conditions of the Client.

5. If any provision of these terms and conditions proves to be invalid, the remaining provisions shall remain

valid unchanged. Woby and the Client will then consult each other about a new provision to replace the void/nullified provision, whereby the purport of the void/nullified provision is taken into account as much as possible.

6. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, or if a situation arises between the parties that is not regulated in these general terms and conditions, the interpretation must be made 'in the spirit' of these provisions.

7. If Woby does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Woby would to any extent lose the right to demand strict compliance with the provisions of these terms and conditions in other cases. .

8. Woby has the right to change its general terms and conditions annually. In the event of a change, the Client will receive the amended terms and conditions by email. When a service is extended, the latest terms and conditions are automatically accepted, unless the Client has objected in writing within a period of 30 days after receipt of the amended terms and conditions.

9. In the event of inequality, Dutch texts always prevail over translations.

10. In addition to these general terms and conditions, the Nederland ICT terms and conditions apply to the deliveries and agreements of Woby Holding BV.

https://www.nederlandict.nl/di...

Article 3 Offers and agreements

1. All offers from Woby Holding BV are without obligation for Woby Holding BV, unless expressly stated otherwise in writing.

2. An agreement is concluded as soon as the customer agreement has been signed and it has sent the Client an order confirmation.

3. The Agreement is entered into for an indefinite term.

During this initial term, the Agreement can be canceled monthly by the Customer.

The Customer can always terminate an Agreement for an indefinite period with due observance of a notice period.

4. Offers and quotations do not automatically apply to future orders.

5. Woby Holding BV reserves the right to refuse orders or assignments from the Client at any time, without stating reasons.

6. Woby Holding BV has the right to (temporarily) not or to a limited extent not provide the Services or to limit their use, if the Client fails to fulfill an obligation towards Woby and acts contrary to these general terms and conditions.

7. Additions and changes to the Agreement can only be made in writing.

8. The Agreement is automatically extended by 12 months if cancellation is not made in writing at the latest 1 month before the end of the Agreement.

9. Woby Holding BV is entitled to transfer its rights and obligations arising from the Agreement to third parties with written notification to the Client. The Client can only transfer its rights and obligations under the Agreement with the prior written permission of Woby Holding BV, which permission will not be withheld on unreasonable grounds.

10. The right of termination of Article 7:46d of the Dutch Civil Code does not apply to Services, including the Woby system, since the Service cannot be returned due to its nature.

11. All Agreements between the parties will be in Dutch or English.

12. If the Client consists of several (legal) persons who act jointly for the provision of the assignment, each of them is jointly and severally liable for the fulfillment of the obligations arising from the Agreement.

Article 4 Prices and rates

1. All prices and rates mentioned are stated in euros in the agreement, the website and other expressions of Woby Holding BV and are exclusive of VAT, unless expressly stated otherwise in writing.

2. Woby Holding BV is entitled to increase its rates periodically, in principle once per calendar year, provided the Agreement has lasted longer than three (3) months. The announced price changes will take effect 1 month after their announcement.

3. If the price change amounts to an increase in the price of more than 10%, the Client is entitled to terminate the Agreement by the date on which the price change comes into effect. Termination must take place by registered letter.

4. Woby Holding BV is entitled to pass on all price increases at its suppliers to the Client.

5. All prices on the website, in emails and other documents from Woby Holding BV are subject to typing and writing errors.

Article 5 Services

1. Woby Holding BV will perform the Services to the best of its ability.

2. Woby Holding BV makes every effort to make and keep the Services, including the Woby system, available, including through the Website.

3. By supplying material to Woby Holding BV, or the Consumer, the Client declares that all material provided by the Client to Woby is free from third-party rights, or that the Client has permission from the rightful claimant(s) to use the material. by having Woby used in the execution of the assignment.

4. Woby Holding BV does not guarantee that the software will work without interruption, errors or other defects or that all errors or other defects will be corrected. The Client is never entitled to maintenance, adjustments or extensions of the Woby system, or other software or Services.

5. The Service functions separately from commercial or functional aspects of the Client's sales process, such as, for example, a cash register system. It is possible

to link the Service, but Woby Holding BV makes no guarantees in this regard.

6. Woby Holding BV is at all times entitled to install temporary solutions or program bypasses or problem-avoiding restrictions in the software.

7. Woby Holding BV will ensure an appropriate level of security in view of the risks associated with the processing and the nature of the data to be protected.

Article 6 Right of use

1. The Client only acquires a non-exclusive and non-transferable right of use for the software and systems with regard to the agreed objectives of the Agreement.

2. The Client is not permitted to resell or rent out the Service, unless otherwise agreed in writing.

Article 7 Delivery

1. Specified periods for delivery by Woby are indicative. These can never be regarded as deadlines. Woby Holding BV makes every effort to observe the agreed (delivery) terms as much as possible. The mere exceeding of a stated or stated term does not cause Woby Holding BV to be in default. Woby Holding BV must therefore be offered a reasonable term of at least 21 days by means of a written notice of default to still implement the Agreement.

2. Woby Holding BV is not bound by final (delivery) terms that, due to circumstances beyond its control, including circumstances caused by the Client, such as failure to provide correct information or data on time, which occur after entering into the contract. the Agreement have occurred, can no longer be met.

Article 8 Payment

1. The Customer owes the costs for the agreed Services.

2. With the exception of the (one-off) purchase amount owed for the Equipment, the

amounts owed to the Client are automatically collected by Woby Holding BV per calendar year or month in advance.

3. The administration of Woby Holding BV serves as full proof of the invoice.

4. The Client must pay the invoices of Woby Holding BV within the payment term stated on the relevant invoice. If no payment term is stated on an invoice, a payment term of 14 days applies.

5. All payments by the Client to Woby Holding BV will be deducted from any costs and interest that may have fallen due and, furthermore, from the oldest outstanding invoices from the Client, irrespective of any other indication by the Client.

6. Any appeal by the Client to suspension, set-off or deduction is not permitted, except with the express written consent of Woby Holding BV.

7. If the Client fails to pay any amount owed (on time or in full) and the Client, despite a payment reminder, fails to pay the (other) costs owed to Woby Holding BV (on time), Woby Holding BV is entitled to charge the extrajudicial collection costs in accordance with the Decision to charge standard extrajudicial collection costs. The Client is liable for all legal costs to be incurred by Woby Holding BV in connection with the collection of the arrears.

8. Without prejudice to its other obligations, the Client owes statutory interest on the outstanding amounts from the due date of the invoice until the day of full payment.

9. In the event of non-payment, Woby Holding BV will hand over the claim for collection. In that case, in addition to payment of the principal sum, the interest owed thereon and the reminder costs, the client is obliged to compensate all damage suffered by Woby Holding BV, as well as all extrajudicial and judicial costs. The Client also owes interest on the collection costs.

10. If the Client is of the opinion that an invoice is incorrect, the Client can notify Woby Holding BV of its objections no later than 14 days after the invoice date. After receipt of the objection, Woby Holding BV will conduct an investigation. In the event of objections not submitted or not submitted on time, the invoiced or collected amount will be regarded as correct and accepted by the Client.

11. In the absence of timely payment or misuse of the Service, Woby Holding BV is entitled to limit or block further use of the relevant Service and there is no liability for the consequences of not being able to receive or store (personal data) and the inability to consult the service.

Article 9 Change and relocation

1. A relocation of the billing, business or correspondence address and other administrative data of the Client must be communicated in writing to Woby Holding BV at least 1 month before the relocation.

2. In the absence of this, the Client is liable for any damage suffered by the Client or Woby Holding BV as a result. The client will receive a confirmation of the changes by e-mail within 1 week. If the Client does not receive a confirmation within 1 week, the change has not been received at Woby Holding BV.

Article 10 Decommissioning

1. Woby Holding BV is entitled without prior notification to (temporarily) put the server, the Woby Holding BV system or Services out of use or to limit their use insofar as this is necessary for the necessary maintenance or adjustments for improvement, without this any right to compensation from the Client towards Woby Holding BV arises.

2. Woby Holding BV has the right to (temporarily) put the Services supplied out of use or to limit their use if the Client fails to fulfill an obligation towards Woby Holding BV with regard to the Agreement or acts contrary to these general terms and conditions or at the request of the competent authority. During the shutdown, the Client remains obliged to pay its fixed periodic costs for the duration of the Agreement.

3. The commissioning will be resumed as soon as possible after the Client has fulfilled its obligations and has paid a fixed amount for commissioning or if Woby Holding BV has permission from the competent authority.

Article 11 Termination

1. The Client must terminate the Agreement, stating the reason. Woby Holding BV will send a confirmation by e-mail of every cancellation.

2. If the Client does not receive a corresponding confirmation within 1 week, the cancellation has not been received at Woby Holding BV.

3. Each party is entitled to terminate the Agreement by extrajudicial dissolution if the other party imputably fails to fulfill essential obligations under the Agreement and such failure, after proper written notice of default, not within a reasonable period of at least 21 days, recovers.

4. Woby Holding BV is entitled to suspend the Agreement, without notice of default or judicial intervention, or to dissolve it with immediate effect and without Woby Holding BV becoming liable to pay compensation to the Client as a result, if:

a) Client has been declared bankrupt, or an application has been submitted for this;

b) A provisional or definitive suspension of payment has been requested or obtained for the Client;

c) Client has lost free management of (part of) its assets; or

d) Woby Holding BV has reasons to doubt the Client's payment option to (timely) fulfill its obligations under the Agreement.

Article 12 Liability - force majeure

1. Woby Holding BV is only liable towards the Client for direct damage

as a result of an attributable shortcoming in the fulfillment of the agreement and exclusively for direct damage, i.e. compensation for the value of the failed performance (replacement compensation). The condition is, however, that the Client gives Woby Holding BV a written notice of default with a description of the shortcoming that is as detailed as possible and stating a reasonable term to remedy the shortcoming.

2. The liability of Woby Holding BV towards the Client on account of an unlawful act or as a result of dissolution (whether judicial or otherwise), is limited per event (whereby a connected series of events counts as one event) to the annual amount that Woby Holding BV has invoiced to the Client with a maximum of € 1,000.00 excluding VAT unless and insofar as the damage is the result of intent or gross negligence on the part of Woby Holding BV.

3. Any liability of Woby Holding BV for indirect damage or any other form of additional compensation in any form such as, but not limited to, damage due to loss of turnover or profit, damage due to delay and damage due to loss of data is expressly excluded.

4. The Client indemnifies Woby Holding BV against all claims from third parties (including clients of the Client).

5. In the event of a situation that has arisen independently of the will of Woby Holding BV and over which Woby Holding BV does not exercise any control (force majeure), which in any case includes malfunctions or failures of the internet, the telecommunications infrastructure, power failure or business disruption the execution of the agreement will be suspended. If the force majeure situation has lasted longer than ninety days, the agreement will be terminated. Woby Holding BV shall under no circumstances owe the Client any compensation.

6. In the event that the Client has not provided information that could be of interest to

the performance of a Service constitutes force majeure for Woby Holding BV and Woby Holding BV cannot be held liable for damage resulting from the defective information.

7. Woby Holding BV is expressly not liable for incorrectly placed orders, service requests or fraud through the Service by customer(s).

Article 13 Complaints & Warranty

1. The Client is not entitled to any warranty on the Services provided by Woby Holding BV, unless expressly agreed otherwise in writing.

2. Complaints and claims under warranty will only be handled if they are received in writing by Woby Holding BV within eight days after discovery, but at the latest within 14 days after completion of the relevant Services.

3. The Client must at all times send a notice of default in the event of complaints or claims under warranty. A notice of default must be sent by registered post and contain as detailed a description as possible of the shortcoming, so that Woby Holding BV is able to respond adequately and investigate the complaint.

4. A notice of default must contain a reasonable term of at least 21 days.

5. The client will provide all cooperation required by Woby Holding BV for the investigation of the complaint, including by giving Woby Holding BV the opportunity to conduct an on-site investigation into the nature of the complaint, including quality or quantity of performance delivered.

6. A complaint with regard to certain Services never suspends the Client's payment obligation with regard to those or other Services.

7. The Client can never claim dissolution of the Agreement on the basis of complaints or defects, neither during nor after the expiry of any agreed warranty period.

8. If a complaint is justified, Woby Holding BV will try to perform the work or have it performed as agreed, unless this has become demonstrably pointless or impossible for the Client. This must be expressly made known by the Client in writing.

9. If it is established that a complaint is (largely) unfounded, the costs incurred as a result, including the investigation costs, will be borne by the Client.

10. Contrary to the statutory limitation periods, the limitation period for all claims and defenses of the Client against Woby Holding BV and the third parties involved by Woby Holding BV in the execution of an Agreement is 1 year.

Article 14 Intellectual property right

1. All intellectual property rights to all works developed or made available in the context of a Service rest exclusively with Woby Holding BV or its suppliers.

2. The Client obtains a non-transferable right of use which, in accordance with this

conditions are granted.

Article 15 Privacy protection and processing of Personal Data

1 The Personal Data processed by Woby Holding BV will only be used and processed by Woby Holding BV in a careful manner with due observance of the applicable laws and regulations for the purposes indicated in the registration with the Dutch Data Protection Authority in The Hague.

2 Woby Holding BV processes Personal Data of its Customers for the following purposes:

a) The conclusion and performance of the Agreement;

b) Analyzing and processing the data on the Connection related to the agreed services;

c) Billing;

d) The provision of information to the Customer, complaint handling and dispute resolution;

e) Market research, unless the Client has objected;

f) (tele)marketing and direct marketing, unless the Customer has lodged an objection.

g) Preventing and combating fraud and irregularities and promoting the continuity of Woby Holding BV;

h) Comply with legal obligations.

3 The Customer has the right to inspect, improve, supplement or delete the Personal Data processed about him within the meaning of the Personal Data Protection Act. Woby Holding BV can charge costs for exercising these rights up to the legally permitted maximum.

Article 16 Confidentiality

The Client will treat all information that it obtains in the context of the Agreement, in any way whatsoever, of which the nature or circumstances entail that it is confidential, confidentially, both during and after termination of the Agreement, not disclose it to third parties and only use and make it available to its employees and third parties engaged by it, if and insofar as this is necessary for the execution of the Agreement or the provision of services to Consumers. This confidentiality obligation does not apply if:

a) disclosure is required by law, or

b) the information, without this being caused by a breach of the present duty of confidentiality, is already in the public domain.

Article 17 Exclusion

1. Woby Holding BV reserves the right to exclude the Client immediately and without prior notice from any use of the website if the law, public order, morality or the present general terms and conditions are violated in any way. .

2. An exclusion is without prejudice to the right of Woby Holding BV to take legal action or to claim compensation.

Article 18 Disputes

1. All disputes between Woby Holding BV and the Client are governed by Dutch law.

2. All disputes between Woby Holding BV and the Client will be submitted exclusively to the competent court in the District where Woby is located.