General Terms and Conditions

Revision 1.4 — last updated 6 May 2026

These General Terms and Conditions apply to all offers, quotations, contracts and deliveries by SoftVaro B.V., located at Nieuwe Gracht 3, 2011 NB Haarlem (Chamber of Commerce 96874295).

1. Definitions

All capitalised terms have the meanings set out below:

1.1 Affiliate / Related Entity. Any entity that directly or indirectly owns more than 50% of the voting or ownership rights of a Party or falls under common control.

1.2 General Terms and Conditions (GTC). These General Terms and Conditions, including any annexes and subsequent amendments.

1.3 Order. The written or electronic instruction from Customer to purchase Licences and/or Services.

1.4 Change Request. Any written request from Customer to amend the agreed scope, schedule or Deliverables.

1.5 Cloud Terms of Service (Cloud-TOS). The applicable cloud, software-as-a-service (SaaS) or subscription agreement of the Manufacturer or Supplier.

1.6 Contract. The legally binding agreement between SoftVaro and the Customer (for example a Quotation or Order Confirmation) to which these General Terms and Conditions apply. SoftVaro may, solely as an intermediary, facilitate the drafting of documents between Customer and Manufacturer (such as SOW, SLA or Managed Services agreements); these agreements are entered into directly between the End User (Customer) and the Manufacturer and do not form part of this contract with SoftVaro.

1.7 End-User License Agreement (EULA). The end user licence terms of the Manufacturer governing the use of the Licence.

1.8 Manufacturer. The holder of the Intellectual Property Rights on a Product or Service; SoftVaro acts solely as a reseller.

1.9 Knowledge and Experience Capital (Knowledge Capital). Ideas, methods, templates, know-how, algorithms and processes developed by SoftVaro, whether or not prior to the commencement date.

1.10 Licence. The right to use software, cloud service or other digital content granted under the relevant EULA / Cloud-TOS.

1.11 Deliverables. The tangible outcomes of a Project specifically described in a Statement of Work (SOW) drawn up between Customer and Manufacturer (e.g. report, configuration). Transaction scripts or other deliverables which relate solely to the contract between Customer and Manufacturer are explicitly excluded and are not part of the Contract with SoftVaro.

1.12 Sanctions Rules. All European (EU) and United States (US) export, re-export and trade sanctions, including in particular the EU Consolidated Financial Sanctions List, the US OFAC SDN-list, the U.S. Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).

1.13 Service Level Agreement (SLA). An agreed document with measurable service levels, response times and possible service credits.

1.14 Statement of Work (SOW). Annex to a Contract describing scope, schedule, rates and Deliverables.

1.15 Vendor / Supplier. Any third party who supplies Licences, services or goods to SoftVaro.

1.16 Aggregated and Analytical Data. Anonymised statistical data collected by SoftVaro about the use of its Services.

1.17 Arbitration. Settlement of a dispute by the Netherlands Arbitration Institute in accordance with Article 16.

2. Applicability & Quotations

2.1 These GTC apply to all offers, Quotations (standard validity 14 days) and Contracts. Customer’s own purchase conditions are expressly rejected.

2.2 A Quotation becomes binding upon written Order confirmation or once SoftVaro commences delivery.

3. Licences & Auto-Renewal

3.1 Customer only acquires the rights set out in the applicable EULA / Cloud-TOS.

3.2 Where the Manufacturer applies tacit renewal, Customer must inform SoftVaro in writing 14 days prior to the Manufacturer’s specified cancellation deadline. Failing which, the Licence will be automatically renewed and invoiced.

4. Services, SOW & Change Requests

4.1 SoftVaro performs Services on a best efforts basis. The concrete scope is laid down in a Statement-Of-Work (SOW) directly agreed between the End User (Customer) and the Manufacturer; SoftVaro facilitates this but is not a contracting party. SoftVaro performs, as far as its role requires and as agreed, tasks according to the SOW, without being a party to the agreement between Customer and Manufacturer.

4.2 Changes (including changes agreed directly between Customer and Manufacturer, such as scope adjustments in a SOW or configuration changes within a Cloud service) shall as far as possible be processed based on (i) a written Quotation from SoftVaro and (ii) a corresponding purchase order (PO) from Customer. SoftVaro will only execute a change once both Parties have approved the relevant Change Request in writing and Customer has provided SoftVaro with a suitable PO within 5 business days of approval of the change. The resulting additional work will be invoiced to Customer at the prevailing rate.

5. Prices, Indexation & Currency

5.1 All Quotations and Contract prices are quoted in euros (EUR) unless SoftVaro explicitly states a different currency in the Quotation due to its own procurement being in that currency. Rates exclude VAT and other levies.

5.2 Annual indexation as of 1 January based on the CBS Price Index for Business Services (Services Price Index, SBI 62-63 Information & Communication Services) with a minimum of 0%.

5.3 If SoftVaro offers a price in euros (EUR) while its own procurement is settled in another currency, SoftVaro may revise that price mid-term if the exchange rate (EUR ↔ relevant currency) deviates more than 5% from the rate on the order date.

6. Payment & Suspension

6.1 Invoices must be settled within 30 days of invoice date.

6.2 If Customer fails to pay on time, interest on arrears of 1.5% per month shall be payable from the invoice due date on the outstanding amount, calculated cumulatively monthly. In addition, Customer is obliged to pay extrajudicial collection costs in accordance with the statutory scale, as follows:

Minimum: € 40 / Statutory maximum total: € 6,775. Should SoftVaro take legal action, all actual legal and court costs will also be charged to Customer.

6.3 If payment is not received within 30 days after the due date, SoftVaro is entitled to temporarily block access to Licences and portals without prejudice to Customer’s payment obligations. All fees remain fully payable during the suspension period.

6.4 Usage-based fees. If Licences or Services fall under a variable fee model (for example based on actual usage as measured or determined by the Manufacturer), Customer is obliged to pay SoftVaro in full, without deduction, all amounts charged to SoftVaro by the Manufacturer in this respect. SoftVaro will — if and insofar as available — forward the underlying usage report or cost overview from the Manufacturer to Customer.

7. Cancellation & Liquidated Damages

7.1 Cancellation after Order confirmation is only possible with SoftVaro’s written consent. If SoftVaro has already placed an order with a Supplier or Manufacturer ('vendor placement'), cancellation is only possible if the relevant Supplier or Manufacturer agrees and cancels the order. In such case Customer is liable to reimburse all cancellation costs charged by the Supplier or Manufacturer to SoftVaro, plus 5% administrative fees. If cancellation is not possible by the Supplier or Manufacturer, the full order amount remains due.

8. Export / Sanctions & Anti-Corruption

8.1 Customer shall comply with all applicable Sanctions Rules and guarantees that Licences, Deliverables and (international) resale of cloud services will not be directly or indirectly supplied or made available to parties listed on EU or US sanctions lists (‘restricted / denied parties’). Customer indemnifies SoftVaro fully against any damage or fines arising from breach of this obligation.

8.2 Parties shall not engage in bribery or unlawful payments; breach by either Party entitles the other Party to immediately terminate the Contract.

9. Information Security & NIS2

9.1 SoftVaro is not a digital service provider within the meaning of the NIS 2 Directive (EU 2022/2555) and acts solely as reseller or intermediary. SoftVaro is therefore not responsible for information security, incident handling or compliance with NIS2, unless otherwise agreed in writing for specific services where SoftVaro acts as provider.

10. Audit & Compliance

10.1 If SoftVaro has reasonable grounds to believe that Customer is not complying with applicable licence terms, contractual obligations or sanctions rules, or if a Vendor (Manufacturer or Supplier) initiates an audit procedure which may impose obligations or liabilities on SoftVaro, SoftVaro has the right to conduct an audit at Customer. This audit aims to establish whether Customer is acting in accordance with the relevant provisions of the Contract, the EULA or the Cloud Terms of Service.

10.2 The audit will take place during normal business hours, either on site at Customer or remotely, provided SoftVaro gives Customer at least 10 business days’ prior written notice. Customer shall provide reasonable cooperation for the audit.

10.3 If the audit reveals a material breach — defined as: (i) licence usage deviating more than 5% from the agreed number of users, devices or copies; (ii) use contrary to export or sanctions rules; or (iii) use of Licences without valid permission or payment — the reasonable costs of the audit shall be borne by Customer. In other cases SoftVaro bears the costs.

10.4 SoftVaro will treat all data obtained during the audit confidentially and use it solely to verify contractual compliance. Audit data will not be shared with third parties except where necessary for the audit obligation to a Vendor or required by law.

11. Intellectual Property & Knowledge Capital

11.1 All SoftVaro IP and Knowledge Capital remain with SoftVaro. Customer receives a non-exclusive, non-transferable internal right to use Deliverables after full payment.

11.2 SoftVaro may use anonymised Aggregated and Analytical Data to improve Services.

12. Warranty & SLA

12.1 SoftVaro provides no warranty on Licences beyond what is stated in the EULA.

12.2 If SLA parameters are not met, Customer’s sole right is to a compensation credit according to the agreed SLA. This credit is an exclusive remedy; other claims or damages are excluded.

13. Liability

13.1 Total liability is limited to the amount of fees paid in the last 12 months for the relevant service or licence to which the liability relates.

13.2 Exclusion of indirect and consequential damages.

13.3 Exclusions do not apply in cases of intent, gross negligence, death or infringement of intellectual property rights.

14. Confidentiality & Data

14.1 Parties shall treat Confidential Information confidentially; injunctions may apply if breach is imminent.

15. Duration & Termination

15.1 Services for indefinite term: termination with 3 months’ written notice.

15.2 SoftVaro may terminate with 30 days’ notice in case of legal/sanction risks or acquisition.

15.3 Both Parties may terminate immediately in the event of bankruptcy or material attributable breach.

16. Disputes & Arbitration

16.1 Dutch law; competent court District Court Haarlem.

16.2 Customer may, subject to SoftVaro’s written consent, opt for arbitration at the Netherlands Arbitration Institute.

17. Final Provisions

17.1 Partial invalidity does not affect the remaining provisions.

17.2 The official version is Dutch.

17.3 Amendments only valid if in writing and signed by both Parties.

SoftVaro B.V.
Nieuwe Gracht 3, 2011 NB Haarlem, The Netherlands
Chamber of Commerce 96874295 · VAT NL867809139B01
T. +31 (0)88 888 19 88 · E. salesteam@softvaro.com