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General Terms and Conditions Bluem B.V.

These General Terms and Conditions are effective as of April 23, 2025, and replace any previous terms of Bluem.

Definitions

The following terms have the following meanings in these General Terms and Conditions and in the Agreement:

Connection Documentation: indicates how the Client can connect with Bluem's platform;

Subscription: the type of usage right for a Service/Software that the Client obtains from Bluem;

Account: the unique data set linked to a Client and/or user of the Client at Bluem that enables the Client to activate certain Services or have access to Software;

Terms and Conditions: these Terms and Conditions; The titles of the articles in these Terms and Conditions are provided only for convenience for the Parties and do not determine the content. No legal force can be derived from them.

Bug: technical imperfection in the Service/Software that reasonably does not prevent its use, given its nature and purpose, at Bluem's discretion;

Dashboard: the web application provided by Bluem to the Client, which allows the Client to view registered data by Bluem about historical transactions and where certain settings regarding the provided services by Bluem to the Client can be changed;

Third-party Software: software from the Client or third parties;

Service/Software: the Service/Software provided by Bluem to the Client under the Agreement; via the Service/Software, transactions can be initiated and processed via the internet and/or Documents can be stored, sent, and/or handled; These include, but are not limited to, invoice, payment, authorization, identity, creditworthiness, client acceptance, compliance, and/or security services, Apps or portals;

Documents: Documents in the broadest sense, sent or uploaded by the Client to Bluem's Server(s); Financial Institution(s): One or more banks or credit institutions to which the Service/Software is connected and that process transaction(s) given via the order;

Error: technical imperfection that prevents the use of the Service/Software, given its nature and purpose, at Bluem's discretion; Data: all Data related to the Client and its users and customers;

Intellectual Property Rights: worldwide intellectual property rights and similar and related rights in the broadest sense, including, but not limited to, claims on copyrights, database rights, design rights, trademark rights, know-how, domain names, and patent rights, including any future intellectual property rights;

Intermediaries: any potential Intermediaries between Bluem and the Financial Institutions, including owners of transaction products and brands (such as Dutch Payments Association, Currence, iDEAL, Incassomachtigen, iDIN, Visa, Mastercard, and PayPal) as well as the networks they use for transaction transport and processing and involved government bodies, including, but not limited to, DNB and the AFM;

Client: the organization that obtains the Service/Software from Bluem, as specified in the Agreement;

Solution: a remedy or alternative way of working for an Error after it has been received and confirmed by Bluem, in such a way that the Service/Software delivers the core functionality agreed upon with the Client.

Agreement: the Agreement between Bluem and the Client, including any appendices, to which these Terms and Conditions apply; Party: Client or Bluem;

Parties: both Client and Bluem;

Server(s): computer(s) on which Bluem runs elements of the Service/Software in production and where Data and Documents are stored;

Connection Documentation: indicates how the Client can connect with Bluem's platform;

Subscription: the type of usage right for a Service/Software that the Client obtains from Bluem;

Account: the unique data set linked to a Client and/or user of the Client at Bluem that enables the Client to activate certain Services or have access to Software;

Terms and Conditions: these Terms and Conditions; The titles of the articles in these Terms and Conditions are provided only for convenience for the Parties and do not determine the content. No legal force can be derived from them.

Bug: technical imperfection in the Service/Software that reasonably does not prevent its use, given its nature and purpose, at Bluem's discretion;

Dashboard: the web application provided by Bluem to the Client, which allows the Client to view registered data by Bluem about historical transactions and where certain settings regarding the provided services by Bluem to the Client can be changed;

Third-party Software: software from the Client or third parties;

Service/Software: the Service/Software provided by Bluem to the Client under the Agreement; via the Service/Software, transactions can be initiated and processed via the internet and/or Documents can be stored, sent, and/or handled; These include, but are not limited to, invoice, payment, authorization, identity, creditworthiness, client acceptance, compliance, and/or security services, Apps or portals;

Documents: Documents in the broadest sense, sent or uploaded by the Client to Bluem's Server(s); Financial Institution(s): One or more banks or credit institutions to which the Service/Software is connected and that process transaction(s) given via the order;

Error: technical imperfection that prevents the use of the Service/Software, given its nature and purpose, at Bluem's discretion; Data: all Data related to the Client and its users and customers;

Intellectual Property Rights: worldwide intellectual property rights and similar and related rights in the broadest sense, including, but not limited to, claims on copyrights, database rights, design rights, trademark rights, know-how, domain names, and patent rights, including any future intellectual property rights;

Intermediaries: any potential Intermediaries between Bluem and the Financial Institutions, including owners of transaction products and brands (such as Dutch Payments Association, Currence, iDEAL, Incassomachtigen, iDIN, Visa, Mastercard, and PayPal) as well as the networks they use for transaction transport and processing and involved government bodies, including, but not limited to, DNB and the AFM;

Client: the organization that obtains the Service/Software from Bluem, as specified in the Agreement;

Solution: a remedy or alternative way of working for an Error after it has been received and confirmed by Bluem, in such a way that the Service/Software delivers the core functionality agreed upon with the Client.

Agreement: the Agreement between Bluem and the Client, including any appendices, to which these Terms and Conditions apply; Party: Client or Bluem;

Parties: both Client and Bluem;

Server(s): computer(s) on which Bluem runs elements of the Service/Software in production and where Data and Documents are stored;

Connection Documentation: indicates how the Client can connect with Bluem's platform;

Subscription: the type of usage right for a Service/Software that the Client obtains from Bluem;

Account: the unique data set linked to a Client and/or user of the Client at Bluem that enables the Client to activate certain Services or have access to Software;

Terms and Conditions: these Terms and Conditions; The titles of the articles in these Terms and Conditions are provided only for convenience for the Parties and do not determine the content. No legal force can be derived from them.

Bug: technical imperfection in the Service/Software that reasonably does not prevent its use, given its nature and purpose, at Bluem's discretion;

Dashboard: the web application provided by Bluem to the Client, which allows the Client to view registered data by Bluem about historical transactions and where certain settings regarding the provided services by Bluem to the Client can be changed;

Third-party Software: software from the Client or third parties;

Service/Software: the Service/Software provided by Bluem to the Client under the Agreement; via the Service/Software, transactions can be initiated and processed via the internet and/or Documents can be stored, sent, and/or handled; These include, but are not limited to, invoice, payment, authorization, identity, creditworthiness, client acceptance, compliance, and/or security services, Apps or portals;

Documents: Documents in the broadest sense, sent or uploaded by the Client to Bluem's Server(s); Financial Institution(s): One or more banks or credit institutions to which the Service/Software is connected and that process transaction(s) given via the order;

Error: technical imperfection that prevents the use of the Service/Software, given its nature and purpose, at Bluem's discretion; Data: all Data related to the Client and its users and customers;

Intellectual Property Rights: worldwide intellectual property rights and similar and related rights in the broadest sense, including, but not limited to, claims on copyrights, database rights, design rights, trademark rights, know-how, domain names, and patent rights, including any future intellectual property rights;

Intermediaries: any potential Intermediaries between Bluem and the Financial Institutions, including owners of transaction products and brands (such as Dutch Payments Association, Currence, iDEAL, Incassomachtigen, iDIN, Visa, Mastercard, and PayPal) as well as the networks they use for transaction transport and processing and involved government bodies, including, but not limited to, DNB and the AFM;

Client: the organization that obtains the Service/Software from Bluem, as specified in the Agreement;

Solution: a remedy or alternative way of working for an Error after it has been received and confirmed by Bluem, in such a way that the Service/Software delivers the core functionality agreed upon with the Client.

Agreement: the Agreement between Bluem and the Client, including any appendices, to which these Terms and Conditions apply; Party: Client or Bluem;

Parties: both Client and Bluem;

Server(s): computer(s) on which Bluem runs elements of the Service/Software in production and where Data and Documents are stored;

CHAPTER 1. GENERAL PROVISIONS

Article 1. Order, Offer, and Acceptance

1. The Agreement between Bluem and the Client is established when the Client places an order via the Website or enters into an Agreement with Bluem outside of the Website. The Website specifies the amount that will be due, and the description of the Service/Software indicated on the Website is binding. Additionally, it is possible for Bluem to prepare a quotation specifying what is included in the Service and the amount due upon acceptance.

The Agreement between Bluem and the Client is established when the Client places an order via the Website or enters into an Agreement with Bluem outside of the Website. The Website specifies the amount that will be due, and the description of the Service/Software indicated on the Website is binding. Additionally, it is possible for Bluem to prepare a quotation specifying what is included in the Service and the amount due upon acceptance.

2. A quote is non-binding and valid for up to 1 month after being sent by Bluem, unless otherwise specified in the quote.

3. If it turns out that the information provided by the Client is incorrect, Bluem has the right to adjust the prices accordingly.

4. These General Terms and Conditions always apply to the Agreement or any offer from Bluem, unless agreed otherwise in writing. The General Terms and Conditions are filed with the Chamber of Commerce and can always be consulted via Bluem's website: www.bluem.nl.

These General Terms and Conditions always apply to the Agreement or any offer from Bluem, unless otherwise agreed in writing. The General Terms and Conditions are filed with the Chamber of Commerce and can always be accessed via the Bluem website: www.bluem.nl.

5. Conditions or terms set by the Client that deviate from or are not included in these General Terms and Conditions are only binding for Bluem if and to the extent that they have been explicitly accepted in writing by Bluem. If there is a deviation from these General Terms and Conditions one or more times, whether implicitly or explicitly, the Client cannot derive any rights from this regarding Agreements established thereafter. The applicability of the Client's purchase or other conditions is expressly rejected.

Conditions or terms set by the Client that deviate from or are not included in these General Terms and Conditions are only binding for Bluem if and to the extent that they have been explicitly accepted in writing by Bluem. If there is a deviation from these General Terms and Conditions one or more times, whether implicitly or explicitly, the Client cannot derive any rights from this regarding Agreements established thereafter. The applicability of the Client's purchase or other conditions is expressly rejected.

6. All quotes are indicative and do not obligate Bluem to enter into an Agreement with the Client. The Client can never derive any rights or expectations from a preliminary calculation or budget issued by Bluem. Bluem has the right to refuse a Client at its own discretion without stating a reason.

All quotes are indicative and do not obligate Bluem to enter into an Agreement with the Client. The Client can never derive any rights or expectations from a preliminary calculation or budget issued by Bluem. Bluem has the right to refuse a Client at its own discretion without stating a reason.

7. Offers can only be accepted without deviations. Contrary to the provisions in Article 6:225 paragraph 3 of the Dutch Civil Code, Bluem is not bound by deviations found in the acceptance from the Client from Bluem's offer.

Offers can only be accepted without deviations. Contrary to the provisions in Article 6:225 paragraph 3 of the Dutch Civil Code, Bluem is not bound by deviations found in the acceptance from the Client from Bluem's offer.

8. The Agreement commences upon receipt by Bluem of notification indicating acceptance by the Client. After acceptance, the Agreement may only be amended with mutual consent.

Nine.

In case of any conflict between the provisions in the Agreement, general terms and conditions, or its appendices, the following order of precedence shall apply:

1. the Agreement;

2. the possible concluded Service Level Agreement;

3. any attachments;

4. these Terms and Conditions.

10. If any provision of these General Terms and Conditions is void or annulled, the relevant provisions will remain applicable in a manner that aligns as closely as possible with the original intent, and the other provisions of these General Terms and Conditions will continue to be fully effective.

If any provision of these General Terms and Conditions is void or annulled, the relevant provisions will remain applicable in a manner that aligns as closely as possible with the original intent, and the other provisions of these General Terms and Conditions will continue to be fully effective.

11. Except with the express written consent of Bluem, which will not be unreasonably withheld, the Client is not allowed to transfer rights or obligations under the Agreement to third parties, including affiliated companies.

Except with the express written consent of Bluem, which will not be unreasonably withheld, the Client is not allowed to transfer rights or obligations under the Agreement to third parties, including affiliated companies.

Article 2. Delivery and execution of the service/software

1. After the Agreement has been established, Bluem will deliver or execute the Service/Software as soon as possible in accordance with the quotation or the electronic order. The Client acknowledges that Bluem may depend on third parties in this process. The Client immediately commits to following the instructions from Bluem regarding this, as well as the instructions in the Connection Documentation, which will be provided to the Client. Unless expressly stated otherwise in writing, agreed delivery times are not binding.

After the Agreement has been established, Bluem will deliver or execute the Service/Software as soon as possible in accordance with the quotation or the electronic order. The Client acknowledges that Bluem may depend on third parties in this process. The Client immediately commits to following the instructions from Bluem regarding this, as well as the instructions in the Connection Documentation, which will be provided to the Client. Unless expressly stated otherwise in writing, agreed delivery times are not binding.

2. The client shall be responsible at its own cost and risk for setting up their hardware and software in accordance with the conditions and procedures outlined in the Connection Documentation, if applicable. The client ensures that immediately after entering into the Agreement, they have the necessary facilities and contracts required to use the Service/Software. The client is obliged to perform all actions necessary or desired for Bluem to enable timely and proper delivery or implementation of the Agreement and shall promptly follow Bluem's instructions to this effect. If the client fails to comply with this section, any agreed-upon deadline for delivery or start of the Service/Software is no longer binding.

The client shall be responsible at its own cost and risk for setting up their hardware and software in accordance with the conditions and procedures outlined in the Connection Documentation, if applicable. The client ensures that immediately after entering into the Agreement, they have the necessary facilities and contracts required to use the Service/Software. The client is obliged to perform all actions necessary or desired for Bluem to enable timely and proper delivery or implementation of the Agreement and shall promptly follow Bluem's instructions to this effect. If the client fails to comply with this section, any agreed-upon deadline for delivery or start of the Service/Software is no longer binding.

3. The implementation is complete once the Client has access to the Service/Software or is connected to any Financial Institution.

4. In case of interim changes to the agreed specifications, the agreed delivery term is void, and a new term will be determined.

5. Unless otherwise agreed in writing, Bluem shall ensure that the Service/Software is provided and executed to the best of its ability with due diligence and expertise. The client acknowledges that the success of delivery and/or execution also depends on their support.

Unless otherwise agreed in writing, Bluem shall ensure that the Service/Software is provided and executed to the best of its ability with due diligence and expertise. The client acknowledges that the success of delivery and/or execution also depends on their support.

6. Bluem reserves the right to have certain tasks performed by third parties. This does not affect Bluem's responsibility and liability for fulfilling the obligations incumbent upon it under the Agreement.

Bluem reserves the right to have certain tasks performed by third parties. This does not affect Bluem's responsibility and liability for fulfilling the obligations incumbent upon it under the Agreement.

7. If this is part of the Service/Software, Bluem will provide the Client with an administrative username and password. With these credentials, the Client will have access to the Account (DashboardVMB). The Client will pay all fees arising from the use of the service with the administrative username and password.

If this is part of the Service/Software, Bluem will provide the Client with an administrative username and password. With these credentials, the Client will have access to the Account (DashboardVMB). The Client will pay all fees arising from the use of the service with the administrative username and password.

8. Every action carried out through the Client's Account is considered to be under the responsibility and risk of the Client. In case of suspected misuse of the Account, the Client must report this to Bluem as soon as possible so that appropriate measures can be taken.

Every action carried out through the Client's Account is considered to be under the responsibility and risk of the Client. In case of suspected misuse of the Account, the Client must report this to Bluem as soon as possible so that appropriate measures can be taken.

Article 3: Availability, maintenance and updates of the service/software

1. Bluem guarantees with respect to the Service/Software that it is authorized to perform this and will carry it out professionally for the duration of the Agreement.

2. Bluem will make efforts to identify and resolve Errors and/or Bugs in the Service/Software. If the Error in the Service/Software makes usage impossible, Bluem will strive to fix the Error as quickly as reasonably possible.

Bluem will make efforts to identify and resolve Errors and/or Bugs in the Service/Software. If the Error in the Service/Software makes usage impossible, Bluem will strive to fix the Error as quickly as reasonably possible.

3. Bluem will strive to ensure maximum availability of the provided Service/Software but does not guarantee this unless otherwise agreed in the proposal or the online ordering process through a designated Service Level Agreement (SLA). Unless specified otherwise in such an SLA, the availability is subject to the provisions in this article.

Bluem will strive to ensure maximum availability of the provided Service/Software but does not guarantee this unless otherwise agreed in the proposal or the online ordering process through a designated Service Level Agreement (SLA). Unless specified otherwise in such an SLA, the availability is subject to the provisions in this article.

4. Bluem will make efforts to inform the Client about the nature and expected duration of interruptions if the Service/Software is unavailable due to disruptions, maintenance, or other issues.

5. Bluem reserves the right to temporarily disable its systems, including transaction pages or parts thereof, for the purpose of maintenance, adjustment, or improvement. Bluem will attempt to schedule such temporary unavailability outside of regular business hours as much as possible. Bluem will, as far as reasonably possible, inform the Client in advance about the planned unavailability. Bluem is never liable for compensation for damages related to such unavailability.

Bluem reserves the right to temporarily disable its systems, including transaction pages or parts thereof, for the purpose of maintenance, adjustment, or improvement. Bluem will attempt to schedule such temporary unavailability outside of regular business hours as much as possible. Bluem will, as far as reasonably possible, inform the Client in advance about the planned unavailability. Bluem is never liable for compensation for damages related to such unavailability.

6. Bluem has the right to modify its systems, including transaction pages, or parts thereof, from time to time to enhance functionality and fix errors. As a result, the client automatically uses the latest version of the Service/Software. In cases where modifications are relevant to multiple clients, it is not possible to opt out of a specific modification for an individual client. If a change results in a significant alteration of functionality, Bluem will notify the client and endeavor to offer an equivalent alternative. Bluem is not liable for any damages arising from such modifications.

Bluem has the right to modify its systems, including transaction pages, or parts thereof, from time to time to enhance functionality and fix errors. As a result, the client automatically uses the latest version of the Service/Software. In cases where modifications are relevant to multiple clients, it is not possible to opt out of a specific modification for an individual client. If a change results in a significant alteration of functionality, Bluem will notify the client and endeavor to offer an equivalent alternative. Bluem is not liable for any damages arising from such modifications.

7. The client is required to promptly implement any changes resulting from a modification of the specifications for the use of the Service/Software provided by Bluem at their own expense and risk within their business operations. Bluem is not obligated to compensate for any costs or damages arising from a change in the specifications of the Service/Software delivered by Bluem.

The client is required to promptly implement any changes resulting from a modification of the specifications for the use of the Service/Software provided by Bluem at their own expense and risk within their business operations. Bluem is not obligated to compensate for any costs or damages arising from a change in the specifications of the Service/Software delivered by Bluem.

8. Bluem is not responsible or liable for any errors, malfunctions, glitches, and/or other issues in/with the operation of Third-Party Software prescribed by the Client, even if these are caused by modifications, improvements, or maintenance activities on the Third-Party Software. In such cases, the Client should contact the administrator of the Third-Party Software. Bluem will make an effort to assist the Client in resolving issues and using the Service/Software, based on fair use and at Bluem's discretion.

Bluem is not responsible or liable for any errors, malfunctions, glitches, and/or other issues in/with the operation of Third-Party Software prescribed by the Client, even if these are caused by modifications, improvements, or maintenance activities on the Third-Party Software. In such cases, the Client should contact the administrator of the Third-Party Software. Bluem will make an effort to assist the Client in resolving issues and using the Service/Software, based on fair use and at Bluem's discretion.

Nine.

In the event of service unavailability due to disruptions, maintenance, or other issues, Bluem will endeavor to inform the client about the nature and expected duration of the interruption.

Article 4. Complaints, Malfunctions, and Support

1. The Client is obliged to actively monitor whether Bluem is properly fulfilling the Agreement. If the Client identifies an issue causing the Service/Software to be unusable as per the terms of the Agreement, the Client must report this to Bluem as soon as possible. Bluem will process the report and make every effort to provide a remedy or workaround within a reasonable time for any complaint or malfunction, ensuring the Service/Software meets the agreed functionalities.

The Client is obliged to actively monitor whether Bluem is properly fulfilling the Agreement. If the Client identifies an issue causing the Service/Software to be unusable as per the terms of the Agreement, the Client must report this to Bluem as soon as possible. Bluem will process the report and make every effort to provide a remedy or workaround within a reasonable time for any complaint or malfunction, ensuring the Service/Software meets the agreed functionalities.

2. During office hours, Bluem will provide a reasonable level of technical support to the Client for the use of the Service/Software, based on fair use, at Bluem's discretion and depending on the type of SLA. The Client is solely responsible for providing support to its own customers.

During office hours, Bluem will provide a reasonable level of technical support to the Client for the use of the Service/Software, based on fair use, at Bluem's discretion and depending on the type of SLA. The Client is solely responsible for providing support to its own customers.

3. The client must notify Bluem of a malfunction as soon as possible after discovering it. In the event of a malfunction, the following protocol must be followed:

a.

Client must notify Bluem of the issue as soon as possible (including details and relevant screenshots);

b.

Bluem will handle the registration.

c.

Bluem will conduct an investigation into the disruption and will strive to reach a solution within a reasonable timeframe;

d.

Bluem will inform the Client about the implemented Solution.

4. Complaints about the Service/Software provided by Bluem must be properly submitted in writing by the Client to Bluem within 30 (thirty) days of the incident. After this period, the Client forfeits any related rights. Bluem is, where possible, always entitled to provide a new adequate performance in place of a previous inadequate one.

Complaints about the Service/Software provided by Bluem must be properly submitted in writing by the Client to Bluem within 30 (thirty) days of the incident. After this period, the Client forfeits any related rights. Bluem is, where possible, always entitled to provide a new adequate performance in place of a previous inadequate one.

Article 5. Prices and Compensation

1. The Client is responsible for paying the fees for the Service/Software as outlined in the Agreement. These include one-time, periodic, and/or usage-based charges. All prices are exclusive of VAT (sales tax) and other taxes imposed by the government. Unless agreed otherwise, all prices are in euros and the Client must make all payments in euros. All quoted prices apply solely to the agreed specifications.

The Client is responsible for paying the fees for the Service/Software as outlined in the Agreement. These include one-time, periodic, and/or usage-based charges. All prices are exclusive of VAT (sales tax) and other taxes imposed by the government. Unless agreed otherwise, all prices are in euros and the Client must make all payments in euros. All quoted prices apply solely to the agreed specifications.

2. All agreed periodic and usage-based amounts are binding and can only be indexed by Bluem as agreed between the parties.

3. Bluem is authorized to annually increase the agreed price in the context of a long-term contract, as referred to in Article 13, after a minimum contract duration of six months. This increase is based on the consumer price index for all households (all expenditures, index 000000) published by the Central Bureau of Statistics (CBS). See https://opendata.cbs.nl/statline/. The Client has the right to terminate the Agreement in writing within 30 (thirty) days after notification, following the termination procedure and notice period. However, the Client is not entitled to terminate if the parties have explicitly agreed that the price will be adjusted according to an index or benchmark agreed upon between the parties. Despite the aforementioned, Bluem is entitled, in exceptional cases where downstream suppliers implement a greater price increase than the published consumer price index, to follow this higher price increase. Bluem will explicitly notify this in such special cases. Even then, the Client has the right to terminate the contract following the termination procedure and notice period.

Bluem is authorized to annually increase the agreed price in the context of a long-term contract, as referred to in Article 13, after a minimum contract duration of six months. This increase is based on the consumer price index for all households (all expenditures, index 000000) published by the Central Bureau of Statistics (CBS). See https://opendata.cbs.nl/statline/. The Client has the right to terminate the Agreement in writing within 30 (thirty) days after notification, following the termination procedure and notice period. However, the Client is not entitled to terminate if the parties have explicitly agreed that the price will be adjusted according to an index or benchmark agreed upon between the parties. Despite the aforementioned, Bluem is entitled, in exceptional cases where downstream suppliers implement a greater price increase than the published consumer price index, to follow this higher price increase. Bluem will explicitly notify this in such special cases. Even then, the Client has the right to terminate the contract following the termination procedure and notice period.

4. Usage-based charges are payable by the Client based on actual registered usage in arrears. If a Subscription includes a certain number of transactions per month, the Client cannot carry this “credit” for transactions over to the next month. If the Client pays the Subscription fee annually, the Client can use the total annual credit throughout the year. In this case as well, the credit cannot be carried over to the next calendar year. This provision applies similarly to other contract durations.

Usage-based charges are payable by the Client based on actual registered usage in arrears. If a Subscription includes a certain number of transactions per month, the Client cannot carry this “credit” for transactions over to the next month. If the Client pays the Subscription fee annually, the Client can use the total annual credit throughout the year. In this case as well, the credit cannot be carried over to the next calendar year. This provision applies similarly to other contract durations.

5. Regarding the usage and the fees owed by the Client, the relevant documents and data from Bluem's systems provide full evidence, without prejudice to the Client's right to present counter-evidence.

6. If the Client consists of multiple natural persons and/or legal entities, each of these persons is jointly liable to pay the fees due under the Agreement.

Article 6. Additional and Reduced Work

1. Any changes to the specifications of the Service/Software, whether requested by the Client or due to circumstances requiring a different implementation, will be considered additional work if they incur extra costs, and less work if they lead to reduced costs. These will be billed to the Client according to Bluem's usual rates.

Any changes to the specifications of the Service/Software, whether requested by the Client or due to circumstances requiring a different implementation, will be considered additional work if they incur extra costs, and less work if they lead to reduced costs. These will be billed to the Client according to Bluem's usual rates.

2. If Bluem needs to perform more work than initially agreed upon, due to circumstances unknown at the time of the offer or the confirmation of the Service, or if the work has to be carried out under more difficult conditions than Bluem was aware of or should have been aware of at the time of entering the Agreement, Bluem is entitled to charge the Client for the additional costs incurred. Additional work is considered justified when there are changes in instructions after the receipt of data, samples, and/or files provided by the Client, the receipt of defective files, differing delivery methods, and necessary data corrections.

If Bluem needs to perform more work than initially agreed upon, due to circumstances unknown at the time of the offer or the confirmation of the Service, or if the work has to be carried out under more difficult conditions than Bluem was aware of or should have been aware of at the time of entering the Agreement, Bluem is entitled to charge the Client for the additional costs incurred. Additional work is considered justified when there are changes in instructions after the receipt of data, samples, and/or files provided by the Client, the receipt of defective files, differing delivery methods, and necessary data corrections.

3. A condition for the rights mentioned in the previous sections is that Bluem has timely informed the Client about the circumstances and additional costs referred to therein.

Article 7: Payment Terms

1. The parties will set out in the Agreement the date or dates on which Bluem will charge the Client for the Service/Software. In the absence of an agreed payment schedule, all:

a.

fixed periodic fees are due in advance for each calendar month;

b.

usage-dependent fees are due per calendar month in arrears based on the actual registered usage or the established minimum consumption; and

c.

One-time fees are 100% payable at the start of the work to which they relate. If the implementation work takes longer than two months from the start and the cause of the delay cannot be attributed to Bluem, Bluem is entitled to charge the client the full one-time costs, as well as the related fixed periodic fees.

One-time fees are 100% payable at the start of the work to which they relate. If the implementation work takes longer than two months from the start and the cause of the delay cannot be attributed to Bluem, Bluem is entitled to charge the client the full one-time costs, as well as the related fixed periodic fees.

2. Bluem will send an invoice to the Client for the amount owed by the Client. The Client agrees to electronic invoicing by Bluem.

3. Unless expressly agreed otherwise in writing, full payment of invoices sent by Bluem must be made within 14 days from the invoice date, without the Client being entitled to any discount, offset, suspension, or debt compensation. The day of credit valuation on Bluem's account is considered the day of payment.

Unless expressly agreed otherwise in writing, full payment of invoices sent by Bluem must be made within 14 days from the invoice date, without the Client being entitled to any discount, offset, suspension, or debt compensation. The day of credit valuation on Bluem's account is considered the day of payment.

4. If a direct debit is refused or in the event of non-payment or late payment, Bluem will send the client a notice of default, offering a reasonable period to comply immediately before defaulting.

5. In the event of non-payment within the applicable term as mentioned in paragraph 3 of this article, the Client is liable for interest on the outstanding invoice amount at the rate of 1% (one percent) per month from the moment the payment term is exceeded by the Client. Furthermore, the Client will be responsible for reimbursing the costs incurred by Bluem to collect the outstanding invoice amount. These costs are set at a minimum of 15% of the outstanding amount with a minimum of EUR 50.00, without prejudice to Bluem's right to charge the Client for any further reasonable costs. If a direct debit fails, the Client will be notified and Bluem reserves the right to charge an amount of €5.00.

In the event of non-payment within the applicable term as mentioned in paragraph 3 of this article, the Client is liable for interest on the outstanding invoice amount at the rate of 1% (one percent) per month from the moment the payment term is exceeded by the Client. Furthermore, the Client will be responsible for reimbursing the costs incurred by Bluem to collect the outstanding invoice amount. These costs are set at a minimum of 15% of the outstanding amount with a minimum of EUR 50.00, without prejudice to Bluem's right to charge the Client for any further reasonable costs. If a direct debit fails, the Client will be notified and Bluem reserves the right to charge an amount of €5.00.

6. Every payment by the Client is first applied to settle the interest due and subsequently to cover the collection costs. Only after these amounts have been settled, will any payment by the Client decrease the principal outstanding debt, with deductions starting from the oldest outstanding debt, regardless of any description the Client may have given to the payment.

Every payment by the Client is first applied to settle the interest due and subsequently to cover the collection costs. Only after these amounts have been settled, will any payment by the Client decrease the principal outstanding debt, with deductions starting from the oldest outstanding debt, regardless of any description the Client may have given to the payment.

7. Without affecting the Client's payment obligation, Bluem reserves the right to cease and suspend its obligations and services until full payment has been made in accordance with the law, without Bluem being liable for any compensation.

Without affecting the Client's payment obligation, Bluem reserves the right to cease and suspend its obligations and services until full payment has been made in accordance with the law, without Bluem being liable for any compensation.

Article 8. Terms of Use

1. The client is responsible for choosing to use the Service/Software and whether it is suitable for their purpose.

2. It is in the Client's interest that the data files provided by the Client in the context of the service are reliable and have been quality checked.

3. The client must not misuse or improperly use the Service/Software. This generally means that the Service/Software should not be used in a way that violates applicable law and that no infringement on the rights of third parties is allowed.

The client must not misuse or improperly use the Service/Software. This generally means that the Service/Software should not be used in a way that violates applicable law and that no infringement on the rights of third parties is allowed.

4. The parties commit to refrain from any actions or omissions in the execution of the Agreement that are contrary to the law, public morality, and/or public order.

5. The client remains fully responsible at all times for timely requesting and obtaining all necessary permits related to the Service.

6. The Client is not allowed to use the data provided by Bluem for any purpose other than what is specified in the Agreement. Bluem does not guarantee the accuracy or completeness of the data it provides. Bluem receives this data from the relevant Financial Institution(s) and forwards it to the Client 'as is.'

The Client is not allowed to use the data provided by Bluem for any purpose other than what is specified in the Agreement. Bluem does not guarantee the accuracy or completeness of the data it provides. Bluem receives this data from the relevant Financial Institution(s) and forwards it to the Client 'as is.'

7. The client indemnifies Bluem against all third-party claims based on the assumption that the client, its users, or end customers have not fulfilled a legal, contractual, or other obligations, or have violated any rights of others while using the Service/Software.

The client indemnifies Bluem against all third-party claims based on the assumption that the client, its users, or end customers have not fulfilled a legal, contractual, or other obligations, or have violated any rights of others while using the Service/Software.

8. Bluem reserves the right to temporarily suspend the delivered Service/Software, in whole or in part, if the Client fails to fulfill an obligation under the Agreement or acts in violation of these General Terms and Conditions.

Bluem reserves the right to temporarily suspend the delivered Service/Software, in whole or in part, if the Client fails to fulfill an obligation under the Agreement or acts in violation of these General Terms and Conditions.

Article 9. Provided data and files

1. The client provides data and/or files in a timely and proper manner, at their own risk, and ensures their accuracy. The client will receive instructions from Bluem on how to deliver them. The supplied data and files must comply with the requirements set by Bluem's Connection Documentation.

The client provides data and/or files in a timely and proper manner, at their own risk, and ensures their accuracy. The client will receive instructions from Bluem on how to deliver them. The supplied data and files must comply with the requirements set by Bluem's Connection Documentation.

2. Errors or delays that arise (partly) due to the fact that the provided data and/or files are incorrect or incomplete cannot result in liability for Bluem. The client is liable to Bluem for any damage that Bluem suffers as a result of errors or inadequacies in the data and/or files he has provided. This includes viruses, worms, and other harmful electronic elements. The client indemnifies Bluem against any claims from third parties as a result of such inadequacies.

Errors or delays that arise (partly) due to the fact that the provided data and/or files are incorrect or incomplete cannot result in liability for Bluem. The client is liable to Bluem for any damage that Bluem suffers as a result of errors or inadequacies in the data and/or files he has provided. This includes viruses, worms, and other harmful electronic elements. The client indemnifies Bluem against any claims from third parties as a result of such inadequacies.

3. The client guarantees that they are authorized to provide Bluem with the data and/or files and that Bluem is authorized to deliver the agreed-upon service concerning those materials. The client indemnifies Bluem against any claims from third parties in this regard.

The client guarantees that they are authorized to provide Bluem with the data and/or files and that Bluem is authorized to deliver the agreed-upon service concerning those materials. The client indemnifies Bluem against any claims from third parties in this regard.

4. If Bluem has agreed to store data and/or files for a certain period, this does not affect the Client's own legal obligations regarding their accounting and its retention.

Article 10. Privacy and Security

1. The parties agree that Bluem acts as a 'processor' of personal data within the meaning of the Dutch Personal Data Protection Act. Bluem will process personal data available to it only for the purpose of providing its services. Bluem will not make personal data available to third parties, other than data necessary for the services, except in the following cases to the following parties, for which – as far as necessary and possible – the Client gives explicit consent:

The parties agree that Bluem acts as a 'processor' of personal data within the meaning of the Dutch Personal Data Protection Act. Bluem will process personal data available to it only for the purpose of providing its services. Bluem will not make personal data available to third parties, other than data necessary for the services, except in the following cases to the following parties, for which – as far as necessary and possible – the Client gives explicit consent:

a.

To third parties providing necessary (technical) services to Bluem for the operation of the Service/Software;

b.

To companies intending to partially or fully acquire Bluem, invest in Bluem, merge with Bluem, or otherwise become the legal successors of Bluem;

c.

To government agencies, intermediaries, and financial institutions, if required by law and/or pursuant to a request and/or properly authorized order from a government agency.

2. The Client guarantees and ensures that when processing personal data with Bluem's Service/Software, they act in accordance with all applicable laws and regulations related to such processing, such as – but not limited to – the GDPR. The Client guarantees and ensures – considering all applicable laws and regulations – that they are permitted to send messages to customers via the Service/Software. In the event that the Client does not comply with these obligations or if an intermediary, financial institution, court, or government agency requests or requires it from Bluem, Bluem will be entitled to suspend its obligations towards the Client. The Client indemnifies Bluem against claims from third parties in connection with this article 10 section 2.

The Client guarantees and ensures that when processing personal data with Bluem's Service/Software, they act in accordance with all applicable laws and regulations related to such processing, such as – but not limited to – the GDPR. The Client guarantees and ensures – considering all applicable laws and regulations – that they are permitted to send messages to customers via the Service/Software. In the event that the Client does not comply with these obligations or if an intermediary, financial institution, court, or government agency requests or requires it from Bluem, Bluem will be entitled to suspend its obligations towards the Client. The Client indemnifies Bluem against claims from third parties in connection with this article 10 section 2.

3. Bluem is responsible for protecting the data it holds and will take all commercially reasonable administrative, technical, and physical measures to safeguard files, documents, and/or personal data against unauthorized access or accidental loss or modification. Despite this, Bluem cannot guarantee that unauthorized third parties will never be able to breach or bypass the security measures Bluem has taken and use the data for malicious purposes. The client acknowledges that 100% security of the Service/Software does not exist. The client accepts this risk when providing Bluem with customer data, documents, and/or files as part of the service delivery.

Bluem is responsible for protecting the data it holds and will take all commercially reasonable administrative, technical, and physical measures to safeguard files, documents, and/or personal data against unauthorized access or accidental loss or modification. Despite this, Bluem cannot guarantee that unauthorized third parties will never be able to breach or bypass the security measures Bluem has taken and use the data for malicious purposes. The client acknowledges that 100% security of the Service/Software does not exist. The client accepts this risk when providing Bluem with customer data, documents, and/or files as part of the service delivery.

4. The electronic data is stored on servers in highly secure data centers within the EU. The data centers used by Bluem are certified, modern, and meet the latest standards in terms of speed and security.

The electronic data is stored on servers in highly secure data centers within the EU. The data centers used by Bluem are certified, modern, and meet the latest standards in terms of speed and security.

5. Bluem processes only the data from the Client and its users that are necessary for the operation of the Service/Software. The user's name, email address, mobile number, role, and password are recorded. The Client has the right to view their employee data that Bluem has registered, upon request.

Bluem processes only the data from the Client and its users that are necessary for the operation of the Service/Software. The user's name, email address, mobile number, role, and password are recorded. The Client has the right to view their employee data that Bluem has registered, upon request.

6. The parties commit to regularly scanning their systems for computer viruses and other malicious software using the latest versions of antivirus and security software, in line with industry standards, and to take appropriate actions if necessary.

The parties commit to regularly scanning their systems for computer viruses and other malicious software using the latest versions of antivirus and security software, in line with industry standards, and to take appropriate actions if necessary.

7. The client agrees to comply with all applicable national and international laws and regulations regarding the collection, secure storage, and dissemination of personal and payment data. The client is entirely responsible for complying with the laws and regulations related to their own business activities. The client will, if applicable, adhere to the rules outlined in (relevant parts of) the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DS). If there is an 'Account Data Compromise' (ADC) event, the client is liable. The client is aware that storing the CVV2 in any form is strictly prohibited at all times. Information about the standards concerning PCI-DSS is available on the PCI Security Standards Council website.

The client agrees to comply with all applicable national and international laws and regulations regarding the collection, secure storage, and dissemination of personal and payment data. The client is entirely responsible for complying with the laws and regulations related to their own business activities. The client will, if applicable, adhere to the rules outlined in (relevant parts of) the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DS). If there is an 'Account Data Compromise' (ADC) event, the client is liable. The client is aware that storing the CVV2 in any form is strictly prohibited at all times. Information about the standards concerning PCI-DSS is available on the PCI Security Standards Council website.

8. In the event of a data breach at the Party, involving possible personal, account, and/or payment information, the Party must promptly inform the counterparty. If the counterparty or Financial Institution requests additional information regarding this data breach, the Party will cooperate.

In the event of a data breach at the Party, involving possible personal, account, and/or payment information, the Party must promptly inform the counterparty. If the counterparty or Financial Institution requests additional information regarding this data breach, the Party will cooperate.

Article 11. Confidentiality

1. The Parties shall at all times treat all data and information regarding the other Party, which is confidential or has a confidential nature within the meaning of article 39 of the TRIPS Agreement, with strict confidentiality, properly secure it and not disclose it to any third party without prior written consent from the other Party. The European Directive 2004/48/EC on the enforcement of I.P. rights applies similarly to breaches of these Trade Secrets. The Parties shall use the information referred to here solely within the context of an Agreement.

The Parties shall at all times treat all data and information regarding the other Party, which is confidential or has a confidential nature within the meaning of article 39 of the TRIPS Agreement, with strict confidentiality, properly secure it and not disclose it to any third party without prior written consent from the other Party. The European Directive 2004/48/EC on the enforcement of I.P. rights applies similarly to breaches of these Trade Secrets. The Parties shall use the information referred to here solely within the context of an Agreement.

2. Unless written permission is given or stipulated by Agreement, confidential or secret information or data is understood, in any case but not exclusively, to mean: all information explicitly designated as secret or confidential by the other Party, all information and data that become known to the Parties under the Agreement, as well as technical, financial, and business information, drawings, formats, concepts, source codes, pilots, and any other information that the Parties know, or reasonably should know, has a secret or confidential nature and should not be disclosed to third parties, for example, because its disclosure creates a reasonable chance of causing harm or other disadvantage to the other Party. The Client acknowledges that the Service/Software provided by Bluem always has a confidential nature and contains the Trade Secrets of Bluem or its Intermediaries.

Unless written permission is given or stipulated by Agreement, confidential or secret information or data is understood, in any case but not exclusively, to mean: all information explicitly designated as secret or confidential by the other Party, all information and data that become known to the Parties under the Agreement, as well as technical, financial, and business information, drawings, formats, concepts, source codes, pilots, and any other information that the Parties know, or reasonably should know, has a secret or confidential nature and should not be disclosed to third parties, for example, because its disclosure creates a reasonable chance of causing harm or other disadvantage to the other Party. The Client acknowledges that the Service/Software provided by Bluem always has a confidential nature and contains the Trade Secrets of Bluem or its Intermediaries.

3. Parties may not use or disclose the confidential information and/or data provided under an Agreement or received in connection with an Agreement, even in the event of premature, complete, or partial termination of the Agreement, or after its termination.

Parties may not use or disclose the confidential information and/or data provided under an Agreement or received in connection with an Agreement, even in the event of premature, complete, or partial termination of the Agreement, or after its termination.

4. Parties are entitled to disclose or provide confidential information of the other Party to the competent authorities in cases where they are required to do so under applicable laws and regulations, or where Bluem is obliged to supply an Intermediary based on agreements made with such Intermediary.

Parties are entitled to disclose or provide confidential information of the other Party to the competent authorities in cases where they are required to do so under applicable laws and regulations, or where Bluem is obliged to supply an Intermediary based on agreements made with such Intermediary.

5. When the Client has an access code and/or certificate for the use of certain Service/Software, the Client shall treat this code and/or certificate confidentially, use it solely for the execution of the Agreement, and not disclose it to third parties.

When the Client has an access code and/or certificate for the use of certain Service/Software, the Client shall treat this code and/or certificate confidentially, use it solely for the execution of the Agreement, and not disclose it to third parties.

Article 12. Intellectual Property

1. The Client has the right to use the Service/Software for the duration of the Agreement, to the extent necessary for its execution. None of the provisions in the Agreement or in these General Terms grant any (ownership) rights to the Client regarding the Service/Software or related matters.

The Client has the right to use the Service/Software for the duration of the Agreement, to the extent necessary for its execution. None of the provisions in the Agreement or in these General Terms grant any (ownership) rights to the Client regarding the Service/Software or related matters.

2. The Client is never entitled to make any modifications to the Service/Software, nor does the Client have the right to make any copies of it, decompile the platform, or otherwise attempt to alter it.

3. In case of a breach of article 12.3, the Client shall incur an immediately payable penalty of €10,000 (ten thousand euros) for each violation that has been legally established, payable to Bluem by the Client, without prejudice to any other claims from Bluem, such as the right to full compensation.

In case of a breach of article 12.3, the Client shall incur an immediately payable penalty of €10,000 (ten thousand euros) for each violation that has been legally established, payable to Bluem by the Client, without prejudice to any other claims from Bluem, such as the right to full compensation.

4. The parties guarantee each other that executing the Agreement will not infringe on third-party Intellectual Property Rights. The parties agree to indemnify each other, both legally and otherwise, against all justified claims that third parties may assert under the relevant laws or regulations.

The parties guarantee each other that executing the Agreement will not infringe on third-party Intellectual Property Rights. The parties agree to indemnify each other, both legally and otherwise, against all justified claims that third parties may assert under the relevant laws or regulations.

Article 13. Duration and termination

1. The Agreement comes into effect on the day of signature by both Parties and is established for the duration of the implementation work plus the specified period from the first day of the calendar month in which the implementation work is completed in accordance with article 2.3 and article 7.1.

The Agreement comes into effect on the day of signature by both Parties and is established for the duration of the implementation work plus the specified period from the first day of the calendar month in which the implementation work is completed in accordance with article 2.3 and article 7.1.

2. A continuous contract exists when Bluem enters into an Agreement with the Client that provides for Bluem to perform Services and/or make Software available periodically or otherwise regularly. A continuous contract is entered into for an indefinite period, unless explicitly agreed otherwise.

A continuous contract exists when Bluem enters into an Agreement with the Client that provides for Bluem to perform Services and/or make Software available periodically or otherwise regularly. A continuous contract is entered into for an indefinite period, unless explicitly agreed otherwise.

3. For the Service and/or Software that has a warranty period of 30 days from the completion of the implementation, the Client must notify Bluem in writing within the specified 30 days if they wish to make a claim.

For the Service and/or Software that has a warranty period of 30 days from the completion of the implementation, the Client must notify Bluem in writing within the specified 30 days if they wish to make a claim.

4. A long-term agreement for an indefinite period can be terminated by email with confirmation of receipt or by registered mail, subject to a notice period of two (2) months and only after an active duration of at least one (1) year.

A long-term agreement for an indefinite period can be terminated by email with confirmation of receipt or by registered mail, subject to a notice period of two (2) months and only after an active duration of at least one (1) year.

5. A fixed-term agreement is automatically renewed with the same period unless one of the parties cancels the agreement at least 2 (two) months before the end of the term against the end of a calendar month via an email with confirmation of receipt or in writing by registered mail. In this case, the agreement ends on the last day of the term. The fixed-term agreement cannot be terminated prematurely. Any fees paid in advance by the client will not be refunded.

A fixed-term agreement is automatically renewed with the same period unless one of the parties cancels the agreement at least 2 (two) months before the end of the term against the end of a calendar month via an email with confirmation of receipt or in writing by registered mail. In this case, the agreement ends on the last day of the term. The fixed-term agreement cannot be terminated prematurely. Any fees paid in advance by the client will not be refunded.

6. If the Client wishes to terminate the Agreement prematurely, Bluem will calculate a buyout fee. This is calculated as follows: the fixed costs for the remaining time until the end of the Agreement and the variable costs, which are calculated based on the average invoice amount for the remaining duration of the Agreement and charged at 50%. Bluem's calculation of the buyout fee is decisive and binding between the Parties.

If the Client wishes to terminate the Agreement prematurely, Bluem will calculate a buyout fee. This is calculated as follows: the fixed costs for the remaining time until the end of the Agreement and the variable costs, which are calculated based on the average invoice amount for the remaining duration of the Agreement and charged at 50%. Bluem's calculation of the buyout fee is decisive and binding between the Parties.

7. In the event of termination of the Agreement by the Client as referred to in this article (and article 14), the Parties shall immediately consult regarding the transfer of data files and/or other matters to be agreed upon, in order to ensure the continuity of the Client's business operations.

In the event of termination of the Agreement by the Client as referred to in this article (and article 14), the Parties shall immediately consult regarding the transfer of data files and/or other matters to be agreed upon, in order to ensure the continuity of the Client's business operations.

8. Obligations that are intended by their nature to continue after the termination of the Agreement will remain in effect. The termination of the Agreement does not release the Parties from the provisions regarding, at least: confidentiality, intellectual property, applicable law, and competent court.

Obligations that are intended by their nature to continue after the termination of the Agreement will remain in effect. The termination of the Agreement does not release the Parties from the provisions regarding, at least: confidentiality, intellectual property, applicable law, and competent court.

Article 14. Termination

1. Interim termination of an Agreement, either by notice or dissolution, is not possible except as stipulated in the following sections of this article. The provisions of articles 7:402, 403, 404, and 408 to 412 of the Dutch Civil Code, to the extent applicable to the Agreement between the Parties, are excluded between the Parties.

Interim termination of an Agreement, either by notice or dissolution, is not possible except as stipulated in the following sections of this article. The provisions of articles 7:402, 403, 404, and 408 to 412 of the Dutch Civil Code, to the extent applicable to the Agreement between the Parties, are excluded between the Parties.

2. Each Party has the right to terminate the Agreement in whole or in part with immediate effect by written notice if the other Party has been declared bankrupt, has been granted suspension of payments, has ceased its business operations, or has been liquidated.

Each Party has the right to terminate the Agreement in whole or in part with immediate effect by written notice if the other Party has been declared bankrupt, has been granted suspension of payments, has ceased its business operations, or has been liquidated.

3. Each Party has the right to terminate the Agreement due to a attributable serious breach in the performance of the Agreement if the other Party, always in all cases after a detailed written notice of default specifying a reasonable period for remedying the breach, fails to fulfill essential obligations under the Agreement, except in cases where the law does not require a notice of default. If after repeated written attributable notices of default the other Party continues to fail in performance, the Party has the right to terminate the Agreement. Payment obligations of the Client and all cooperation obligations by the Client are considered essential obligations under the Agreement.

Each Party has the right to terminate the Agreement due to a attributable serious breach in the performance of the Agreement if the other Party, always in all cases after a detailed written notice of default specifying a reasonable period for remedying the breach, fails to fulfill essential obligations under the Agreement, except in cases where the law does not require a notice of default. If after repeated written attributable notices of default the other Party continues to fail in performance, the Party has the right to terminate the Agreement. Payment obligations of the Client and all cooperation obligations by the Client are considered essential obligations under the Agreement.

4. Bluem reserves the right to terminate the Agreement, in whole or in part, without notice if the Client misuses the Service/Software at its own discretion. This includes, but is not limited to, actions violating usage rights and obligations outlined in articles 8, 10, 11, and 12 of these terms, such as distributing payment requests, collecting funds, and obtaining authorizations in ways deemed illegal, unlawful, criminal, or unethical. Bluem will not be liable for any damages, nor is there an obligation to refund any prepaid fees by the Client.

Bluem reserves the right to terminate the Agreement, in whole or in part, without notice if the Client misuses the Service/Software at its own discretion. This includes, but is not limited to, actions violating usage rights and obligations outlined in articles 8, 10, 11, and 12 of these terms, such as distributing payment requests, collecting funds, and obtaining authorizations in ways deemed illegal, unlawful, criminal, or unethical. Bluem will not be liable for any damages, nor is there an obligation to refund any prepaid fees by the Client.

Article 15. Liability and Indemnification

1. Liability claims against a Party must be made in writing after the negligent Party has been given a reasonable period to provide a suitable Solution. If the negligent Party is liable due to a breach of its obligations and/or a wrongful act and/or otherwise for damages suffered by the other party, the negligent Party will only be liable for direct damages and not for indirect damages. Indirect damages include, but are not limited to: loss of goodwill, lost profits, missed (investment) opportunities, and missed savings.

Liability claims against a Party must be made in writing after the negligent Party has been given a reasonable period to provide a suitable Solution. If the negligent Party is liable due to a breach of its obligations and/or a wrongful act and/or otherwise for damages suffered by the other party, the negligent Party will only be liable for direct damages and not for indirect damages. Indirect damages include, but are not limited to: loss of goodwill, lost profits, missed (investment) opportunities, and missed savings.

2. If and to the extent that Bluem is liable to the Client, such liability is in all cases limited to an amount equal to the amount paid to Bluem under this Agreement relating to the damages, in the form of charged fees. For an Agreement with a duration longer than 6 (six) months, Bluem's liability is limited to a maximum of the amounts received by Bluem under the Agreement over the last 6 (six) months, excluding VAT. Notwithstanding the previous clause, Bluem's liability in all cases is limited to EUR 25,000 per incident causing damage. A series of interconnected incidents counts as one (1) incident. Any right of the Client to claim damages is forfeited if the reporting procedure as stated in article 4.4 is not followed, or if a claim is not filed with the competent court within 12 (twelve) months after the Client became aware of the incident causing damage. Before initiating any legal action, the Parties will always first explore the possibility of settling the matter amicably.

If and to the extent that Bluem is liable to the Client, such liability is in all cases limited to an amount equal to the amount paid to Bluem under this Agreement relating to the damages, in the form of charged fees. For an Agreement with a duration longer than 6 (six) months, Bluem's liability is limited to a maximum of the amounts received by Bluem under the Agreement over the last 6 (six) months, excluding VAT. Notwithstanding the previous clause, Bluem's liability in all cases is limited to EUR 25,000 per incident causing damage. A series of interconnected incidents counts as one (1) incident. Any right of the Client to claim damages is forfeited if the reporting procedure as stated in article 4.4 is not followed, or if a claim is not filed with the competent court within 12 (twelve) months after the Client became aware of the incident causing damage. Before initiating any legal action, the Parties will always first explore the possibility of settling the matter amicably.

3. Bluem is not liable for connection interruptions, errors and bugs in third-party services/software, data loss, and/or other disruptions that cannot be attributed to Bluem. Bluem does not guarantee that the service/software will function (fully correctly) on all devices, operating systems, and/or mail clients, or that using the service/software will achieve the client's desired result.

Bluem is not liable for connection interruptions, errors and bugs in third-party services/software, data loss, and/or other disruptions that cannot be attributed to Bluem. Bluem does not guarantee that the service/software will function (fully correctly) on all devices, operating systems, and/or mail clients, or that using the service/software will achieve the client's desired result.

4. The client indemnifies Bluem against claims (as well as all costs incurred by Bluem in relation to such claims) from customers, financial institutions, intermediaries, and/or third parties arising from:

The client indemnifies Bluem against claims (as well as all costs incurred by Bluem in relation to such claims) from customers, financial institutions, intermediaries, and/or third parties arising from:

a.

misuse by the Client of the Service/Software, as defined in, but not limited to, article 14.4;

b.

defects in the Client's website and/or defects in the products and/or services offered by the Client;

c.

the Client's non-compliance with obligations arising from applicable privacy legislation, including, but not limited to, the GDPR;

d.

non-compliance and/or misconduct in the broadest sense of the word by the Client towards customers and/or third parties;

e.

other matters for which Bluem is not liable under the Agreement or these General Terms and Conditions.

Article 16. Force Majeure

1. A failure to comply with any Agreement cannot be attributed to Bluem and the third parties engaged by Bluem in the event of force majeure, but only if and to the extent that the performance of the Agreement is hindered by the force majeure situation. "Force majeure" means circumstances or events beyond Bluem's control and will, which reasonably prevent Bluem from fulfilling its obligations under the Agreement. These circumstances or events include, but are not limited to: internet outages, network attacks, DoS or DDoS attacks, power outages, civil unrest, war, fire, natural disasters, labor disputes, strikes, epidemics, government regulations and/or similar rules, embargoes.

A failure to comply with any Agreement cannot be attributed to Bluem and the third parties engaged by Bluem in the event of force majeure, but only if and to the extent that the performance of the Agreement is hindered by the force majeure situation. "Force majeure" means circumstances or events beyond Bluem's control and will, which reasonably prevent Bluem from fulfilling its obligations under the Agreement. These circumstances or events include, but are not limited to: internet outages, network attacks, DoS or DDoS attacks, power outages, civil unrest, war, fire, natural disasters, labor disputes, strikes, epidemics, government regulations and/or similar rules, embargoes.

2. If a force majeure situation lasts longer than 2 (two) months, each Party has the right to terminate the Agreement in writing with immediate effect via an email with confirmation of receipt or by registered mail, without any right to compensation arising.

If a force majeure situation lasts longer than 2 (two) months, each Party has the right to terminate the Agreement in writing with immediate effect via an email with confirmation of receipt or by registered mail, without any right to compensation arising.

Article 17. Miscellaneous Provisions

1. This Agreement supersedes all previous Agreements made between the Parties in this regard, whether those Agreements were made verbally or documented in writing.

2. If the Client starts using a new version of the Service/Software, and/or modifies and/or expands their usage rights and/or Subscription, these terms will also apply in full to those changes.

3. Bluem has the right to outsource certain Services or parts of the Service/Software to third parties.

4. The Agreement and General Terms and Conditions are exclusively subject to Dutch law, and the Parties shall submit disputes that cannot be amicably resolved to the court in Utrecht. If the court declares articles from the Agreement and/or General Terms and Conditions invalid, the remaining articles shall remain in effect unchanged.

The Agreement and General Terms and Conditions are exclusively subject to Dutch law, and the Parties shall submit disputes that cannot be amicably resolved to the court in Utrecht. If the court declares articles from the Agreement and/or General Terms and Conditions invalid, the remaining articles shall remain in effect unchanged.

CHAPTER 2. SERVICE/SOFTWARE

Article 18. Delivery and Acceptance

1. In the Agreement, the Parties agree on what functionality Bluem will provide as a Service/Software to the Client. Bluem guarantees that it has the right to make the functionality of the Service/Software available to the Client and indemnifies the Client against third-party claims in this regard.

In the Agreement, the Parties agree on what functionality Bluem will provide as a Service/Software to the Client. Bluem guarantees that it has the right to make the functionality of the Service/Software available to the Client and indemnifies the Client against third-party claims in this regard.

2. Once Bluem has completed the setup of the functionality, if the setup does not occur automatically, Bluem will inform the Client and notify them of the delivery, stating that the Service/Software has started and the functionality is ready for the Client to use (implementation is complete). If the Parties agree that the Client will conduct an acceptance test after the date of business-ready delivery of the Service/Software, this acceptance test will take place within 5 (five) working days after the business-ready delivery date. During the acceptance test, Bluem will assist the Client upon request at the applicable rates. Within 3 (three) working days after the acceptance test has occurred, the Client will send Bluem a report if any defects are found. If Bluem has not received the acceptance test results after this period, Bluem is entitled to consider the Service/Software accepted. Minor defects that do not reasonably hinder business use due to their nature and/or number will not be grounds for withholding acceptance, without prejudice to Bluem's obligation to rectify such defects, insofar as possible.

Once Bluem has completed the setup of the functionality, if the setup does not occur automatically, Bluem will inform the Client and notify them of the delivery, stating that the Service/Software has started and the functionality is ready for the Client to use (implementation is complete). If the Parties agree that the Client will conduct an acceptance test after the date of business-ready delivery of the Service/Software, this acceptance test will take place within 5 (five) working days after the business-ready delivery date. During the acceptance test, Bluem will assist the Client upon request at the applicable rates. Within 3 (three) working days after the acceptance test has occurred, the Client will send Bluem a report if any defects are found. If Bluem has not received the acceptance test results after this period, Bluem is entitled to consider the Service/Software accepted. Minor defects that do not reasonably hinder business use due to their nature and/or number will not be grounds for withholding acceptance, without prejudice to Bluem's obligation to rectify such defects, insofar as possible.

3. Third-party Software is never subject to acceptance. However, for software from a third-party supplier, Bluem will immediately report any defects found during the acceptance test to this third-party supplier. If and to the extent possible, Bluem is willing to make an effort to implement a temporary workaround during the time needed by the third-party supplier to fix the defect. The aforementioned workaround will be invoiced to the Client based on after-calculation, at Bluem’s discretion.

Third-party Software is never subject to acceptance. However, for software from a third-party supplier, Bluem will immediately report any defects found during the acceptance test to this third-party supplier. If and to the extent possible, Bluem is willing to make an effort to implement a temporary workaround during the time needed by the third-party supplier to fix the defect. The aforementioned workaround will be invoiced to the Client based on after-calculation, at Bluem’s discretion.

4. If the Client has not approved the Service/Software during the performance of an acceptance test, the acceptance test will be repeated within a maximum of 5 (five) working days after the identified defects have been corrected, in accordance with the provisions of this article. Bluem may also perform an acceptance test itself to demonstrate that the Service/Software functions properly.

If the Client has not approved the Service/Software during the performance of an acceptance test, the acceptance test will be repeated within a maximum of 5 (five) working days after the identified defects have been corrected, in accordance with the provisions of this article. Bluem may also perform an acceptance test itself to demonstrate that the Service/Software functions properly.

5. If the Client does not perform an acceptance test and/or the Client starts using the delivered product that is ready for operation, the date of operational delivery is considered the date of acceptance.

If the Client does not perform an acceptance test and/or the Client starts using the delivered product that is ready for operation, the date of operational delivery is considered the date of acceptance.

6. Bluem promptly communicates material changes in functionality to the Client and provides the Client with information about any potential consequences of the proposed adjustments or changes, particularly if they affect the way the Client exchanges Data and Files with Bluem (API integration).

Bluem promptly communicates material changes in functionality to the Client and provides the Client with information about any potential consequences of the proposed adjustments or changes, particularly if they affect the way the Client exchanges Data and Files with Bluem (API integration).

Article 19. Usage and Service Level

1. The client is solely responsible for the usernames, passwords, and certificates provided as part of the service.

2. In the context of using the Service/Software, the Client shall act as a professional user in accordance with Article 8.

3. In an SLA within the Agreement, they establish the service level for the Service/Software. If there is no SLA, Bluem does not guarantee that the functionality will always be available to the Client, but Bluem aims for maximum availability in accordance with article 3.

In an SLA within the Agreement, they establish the service level for the Service/Software. If there is no SLA, Bluem does not guarantee that the functionality will always be available to the Client, but Bluem aims for maximum availability in accordance with article 3.