General Terms and Conditions

Revision 1.4 — last updated on May 6, 2026

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

1. Definitions

All capitalized terms have the following meanings:

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

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

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

1.4 Change Request. Any written request by Customer to change 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 from the Manufacturer or Supplier.

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

1.7 End-User License Agreement (EULA). The end-user license terms issued by the Manufacturer that govern the use of the Licence.

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

1.9 Knowledge and Experience Capital (Knowledge Capital). Ideas, methods, templates, know-how, algorithms, and processes developed by SoftVaro, whether before or after the effective date.

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

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

1.12 Sanction Rules. All European (EU) and American (US) export, re-export, and trade sanctions, including but not limited to the EU Consolidated Financial Sanctions List, the US OFAC SDN list, the U.S. Export Administration Regulations (EAR), and International Traffic in Arms Regulations (ITAR).

1.13 Service Level Agreement (SLA). An agreed document detailing measurable service levels, response times, and any 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 supplying 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 disputes by the Netherlands Arbitration Institute in accordance with Article 16.

2. Applicability & Offers

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

2.2 An offer becomes binding after written Order confirmation or once SoftVaro begins delivery.

3. Licences & Auto-Renewal

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

3.2 If the Manufacturer applies tacit renewal, Customer must notify SoftVaro in writing 14 days before the Manufacturer’s specified cancellation deadline. Otherwise, the Licence will be automatically renewed and charged.

4. Services, SOW & Change Requests

4.1 SoftVaro performs Services as a best-efforts obligation. The concrete scope is recorded in a Statement of Work (SOW) agreed directly between End User (Customer) and Manufacturer; SoftVaro facilitates the process but is not a contracting party. SoftVaro performs, to the extent its role requires and if agreed, work according to the SOW without being a party to the agreement between Customer and Manufacturer.

4.2 Changes (including those agreed directly by Customer with the Manufacturer, such as scope changes in a SOW or configuration changes within a Cloud service) are processed by Parties as much as possible based on (i) a written Offer from SoftVaro and (ii) a subsequent purchase order (PO) from Customer. SoftVaro will implement a change only after both Parties have approved the relevant Change Request in writing and Customer provides an appropriate PO to SoftVaro within 5 working days after approval of the change. Any resulting additional work will be invoiced to Customer at the currently applicable rates.

5. Prices, Indexation & Currency

5.1 All offers and contract prices are quoted in euros (EUR) by default, unless SoftVaro explicitly states another currency in the offer because its own purchase is in that currency. Rates are exclusive of VAT and other charges.

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

5.3 If SoftVaro offers a price in euros (EUR) but its own purchase is settled in another currency, SoftVaro may revise the 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 paid within 30 days of the invoice date.

6.2 If Customer fails to pay on time, interest of 1.5% per month over the outstanding amount is due from the invoice due date, calculated cumulatively per month. In addition, Customer is liable for extrajudicial collection costs according to the statutory scale, as follows:

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

6.3 If payment is overdue by 30 days after the due date, SoftVaro is entitled to (temporarily) block access to Licences and portals without affecting 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 fully reimburse SoftVaro for all amounts charged by the Manufacturer in relation thereto, without deduction. SoftVaro will – if and to the extent available – forward the underlying usage report or cost overview from the Manufacturer to Customer.

7. Cancellation & Fixed Compensation

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 that case, Customer is obliged to reimburse all cancellation costs charged to SoftVaro by the Supplier or Manufacturer plus 5% administration fee. If cancellation by the Supplier or Manufacturer is not possible, the full order amount remains payable.

8. Export / Sanctions & Anti-Corruption

8.1 Customer shall comply with all applicable Sanction 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 will not engage in bribery or improper payments; violation 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 license terms, contractual obligations, or sanction rules, or if a Vendor (Manufacturer or Supplier) initiates an audit process that may impose obligations or liabilities on SoftVaro, SoftVaro has the right to conduct an audit at Customer. This audit aims to determine whether Customer acts in accordance with relevant provisions of the Contract, EULA, or Cloud Terms of Service.

10.2 The audit will take place during normal business hours, on location with Customer or remotely, provided SoftVaro gives Customer at least 10 working days' written notice. Customer shall provide reasonable cooperation for the audit.

10.3 If the audit reveals a material violation — including: (i) license usage that deviates more than 5% from the agreed number of users, devices, or copies; (ii) use contrary to export or sanction rules; or (iii) use of Licences without valid authorization or payment — the reasonable audit costs will be charged to 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 when necessary for audit obligations towards a Vendor or due to legal requirements.

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 of use on 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 is entitled solely to a compensation credit as stipulated in the agreed SLA. This credit is the 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 IP rights.

14. Confidentiality & Data

14.1 Parties shall treat Confidential Information confidentially; court injunction possible in case of imminent breach.

15. Duration & Termination

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

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

15.3 Both Parties may terminate immediately upon bankruptcy or material attributable breach.

16. Disputes & Arbitration

16.1 Dutch law; competent court is the District Court of Haarlem.

16.2 Customer may choose arbitration with the Netherlands Arbitration Institute, subject to SoftVaro’s written consent.

17. Final Provisions

17.1 Partial invalidity does not affect other provisions.

17.2 The official version is Dutch.

17.3 Amendments only in writing, signed by both Parties.

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