General Terms and Conditions

Solvase

Article 1. Definitions

In these general terms and conditions, the terms written with an initial capital letter shall have the following meaning, unless explicitly stated otherwise or unless the context clearly indicates otherwise:

Customer:
The company that has entered into or wishes to enter into an Agreement with Solvase;

Agreement:
The agreement between the Parties;

Parties:
Solvase and the Customer;

Plugin:
The plugin for a WordPress website named “Solvase”, which Solvase makes available to the Customer under the Agreement;

In Writing:
In writing or by email;

Solvase:
The user of these general terms and conditions: Nerox B.V., trading under the name “Solvase”, established at Westplein 12 in Rotterdam, registered with the Chamber of Commerce under number 89728963;

Website:
The website https://www.solvase.com of Solvase.

Article 2. General

2.1. These general terms and conditions apply to all Agreements, to the use of the Plugin, and to all other legal acts between the Parties.

2.2. Any deviations from these general terms and conditions shall only be valid if expressly agreed upon In Writing.

2.3. If one or more provisions of these general terms and conditions are null and void or annulled, the remaining provisions shall remain fully applicable. The void or annulled provisions shall be replaced by Solvase, taking into account as much as possible the purpose and intent of the original provision(s).

2.4. If Solvase does not always insist on strict compliance with these general terms and conditions, this shall not mean that these general terms and conditions do not apply or that Solvase has waived its right to demand strict compliance in the future, whether in similar or other cases.

2.5. If these general terms and conditions have applied once to an Agreement, the Customer shall be deemed to have agreed in advance to their applicability to any subsequent Agreements. If, after the first Agreement, another Agreement is concluded and/or another assignment is given to Solvase, a continuing business relationship between the Parties shall exist. Solvase shall then not be required to provide the general terms and conditions again in order for them to apply to subsequent Agreements and assignments.

Article 3. Amendments to the General Terms and Conditions

3.1. Solvase has the right to amend these general terms and conditions and to declare the amended version applicable to an existing Agreement.

3.2. If Solvase declares the amended general terms and conditions applicable to an existing Agreement, the Customer shall be informed In Writing at least two months prior to the entry into force of the amended general terms and conditions, stating the date of entry into force.

3.3. If the Customer does not agree with the amended general terms and conditions, the Customer must object within one month after being informed of the amendment. In such a case, Solvase may choose to continue applying the previous version of the general terms and conditions to the Customer or to (prematurely) terminate the Agreement.

3.4. If the Customer does not object to the amended general terms and conditions in accordance with Article 3.3, the Customer shall be deemed to have agreed to the amended general terms and conditions.

Article 4. Offer

4.1. Any offer made by Solvase is without obligation.

4.2. Solvase is not bound by (typographical) errors on the Website.

Article 5. Formation of the Agreement

The Agreement is concluded at the moment the Customer has successfully completed the ordering process through the Website.

Article 6. Duration, Renewal, and Termination

6.1. The Agreement is entered into for a fixed term of one year. After the expiry of the term, the Agreement shall be automatically renewed each time for one year, unless the Agreement is terminated in accordance with Article 6.2.

6.2. Either Party may terminate the Agreement at the end of the term. Such termination must be made In Writing with a notice period of one month.

6.3. If the Agreement is terminated prematurely due to the Customer’s actions, the annual fee shall remain due and no refund shall take place.

Article 7. Performance of the Agreement

7.1. The functionalities that the Customer can use depend on the package that the Customer has purchased for the Plugin. The specifications of the various available packages are clearly stated on the Website.

7.2. Solvase has the right, without informing the Customer, to engage one or more third parties in the performance of the Agreement.

7.3. Except for legally non-excludable warranties, the Plugin is made available to the Customer “as is”, without any form of warranty.

7.4. Solvase does not guarantee that the use of the Plugin will result in the Customer’s website ranking higher in the search results of Google or any other search engine. All statements made by Solvase regarding possible results from the use of the Plugin are indicative and do not give the Customer any rights.

7.5. Solvase reserves the right to make changes and additions to the Plugin at any time. If such changes are relevant to the Customer, the Customer will be informed accordingly.

7.6. Solvase performs updates to the Plugin.

7.7. The Plugin is suitable only for WordPress websites.

7.8. The Plugin does not automatically make changes to the Customer’s website. The Customer must always take action to publish or implement the modifications or additions proposed by the Plugin.

Article 8. Confirmation, License Key, Installation, and End of the Agreement

8.1. After the Agreement has been concluded and Solvase has received payment for the first contract year, a confirmation will be sent to the Customer containing a license key that allows the Plugin to be installed.

8.2. The Customer is responsible for installing the Plugin. Upon the Customer’s request, Solvase can install the Plugin. Solvase has the right to charge the Customer a fee for these installation activities. If a fee is charged for installation, the Customer will be informed of this in advance.

8.3. After the termination of the Agreement, the license key will be deactivated, and the Customer will no longer be able to use the Plugin.

Article 9. Responsibilities of the Customer

9.1. The Customer is responsible for the use and correct application of the Plugin.

9.2. The Customer is solely responsible for periodically (having) a backup made of their website.

9.3. It is the Customer’s responsibility to ensure that the content of their website does not infringe upon the rights of any third party, such as copyrights or portrait rights, or violate any laws or regulations.

9.4. Implementing technical and content-related changes to the Customer’s website is at all times the Customer’s sole responsibility.

9.5. If the Customer fails to fulfill their obligations towards Solvase arising from the Agreement, these general terms and conditions, or from law or regulation, or acts unlawfully towards Solvase, the Customer shall be liable for all damage suffered by Solvase as a result, including lost income, labor time, and additional incurred costs.

Article 10. Fee and Fee Adjustment

10.1. An annual fee shall be charged to the Customer for the use of the Plugin.

10.2. The stated fees are exclusive of VAT.

10.3. Solvase has the right to adjust its fees annually. The adjusted fee shall take effect upon renewal of the Agreement. The Customer shall be informed In Writing at least two months prior to the effective date of a fee adjustment.

Article 11. Support and Reporting of a Malfunction

11.1. The Customer shall receive a user manual for the use of the Plugin.

11.2. Support by Solvase regarding the use of the Plugin is not included in the annual fee for the use of the Plugin.

11.3. If Solvase provides support to the Customer at the Customer’s request for the use of the Plugin, such work shall be performed on the basis of Solvase’s hourly rate.

11.4. A request for support or a report of a malfunction in the Plugin can be submitted to Solvase by sending an email to info@solvase.com.

11.5. If there is a malfunction in the operation of the Plugin, Solvase shall make every effort to resolve the malfunction as soon as possible. Solvase does not guarantee that a malfunction will be resolved within a certain period of time.

Article 12. Payment and Invoices

12.1. Payment for the first contract year shall be made through the Website when placing the order. Payment for each subsequent contract year shall be made annually in advance by SEPA direct debit authorization.

12.2. Invoices shall be sent to the Customer by email.

12.3. The invoice amount shall be collected within 14 days after the invoice date.

12.4. If the automatic debit cannot be executed or is reversed, the Customer shall be requested to pay within the payment term stated in the payment reminder. If the Customer fails to comply with this payment reminder, the Customer shall be in default by operation of law, and Solvase shall have the right to suspend access to the Plugin. Solvase shall not be liable for any damages suffered by the Customer as a result of such suspension.

12.5. Once the Customer is in default, Solvase shall have the right to charge the Customer interest of 2% per month, whereby part of a month shall be considered a full month, unless the statutory interest for commercial transactions is higher, in which case the statutory interest for commercial transactions shall apply. The interest on the due amount shall be calculated from the moment the Customer is in default until the moment of full payment of the total due amount. Furthermore, all collection costs, both judicial and extrajudicial, shall be borne by the Customer. The compensation for extrajudicial collection costs shall be set at a minimum of 15% of the principal amount owed, with a minimum of €150.

12.6. Payments made by the Customer shall first be applied to settle interest and costs and subsequently to the longest outstanding invoices, even if the Customer indicates a different order of allocation.

12.7. Rights are granted to the Customer on the condition that the Customer has paid all fees owed under the Agreements concluded between the Parties in full.

12.8. Any objection concerning the invoice must be made In Writing and substantiated within 14 days after the invoice date, under penalty of forfeiture of rights. Such an objection does not suspend the payment obligation.

Article 13. Liability, Limitation, and Indemnification

13.1. Solvase cannot be held liable for any damage that is a direct or indirect consequence of:
a. an event that is beyond its control and therefore not attributable to its acts and/or omissions, such as those described in Article 14;
b. any act or omission by the Customer or by a person or company working for the Customer.

13.2. Solvase shall make every effort to ensure that the Plugin is available. However, Solvase does not guarantee that the Plugin will operate without interruptions or errors. Solvase is not liable for any damages arising from the temporary malfunction or unavailability of the Plugin.

13.3. Solvase is not liable if the Plugin cannot be used due to malfunctioning of a third-party system, online service, or software.

13.4. Solvase is not liable if the use of the Plugin does not result in the outcome desired by the Customer.

13.5. Solvase is not liable for damage caused by cybercrime or hackers, such as damage including loss of revenue and labor time due to unauthorized modifications and/or deletions of website content, unauthorized technical changes to the Customer’s website, or the lowering of the Customer’s website ranking in search engine results.

13.6. Solvase is not liable for any damage suffered by the Customer because the content that the Customer places on their website, whether or not via the Plugin, infringes upon the rights of third parties such as copyrights. The use of the Plugin is entirely at the Customer’s own risk.

13.7. Publishing content proposed by the Plugin and implementing technical adjustments proposed by the Plugin are entirely at the Customer’s own risk. Solvase is not liable for:
a. negative publicity/reactions or third-party claims arising from the content proposed by the Plugin and published by the Customer on their website;
b. damage arising from technical modifications to the Customer’s website implemented based on suggestions made by the Plugin.

13.8. Solvase is not liable for the enforcement of a search engine’s (general) terms, guidelines, or policies, nor for sanctions imposed by a search engine.

13.9. Solvase is not liable for a decrease in the Customer’s website ranking in search engine results.

13.10. Solvase is not liable if an unauthorized third party uses the login details and/or Plugin account of the Customer. If such unauthorized use occurs, the Customer must inform Solvase as soon as possible so that Solvase can take appropriate measures.

13.11. Solvase’s liability for consequential damages is excluded. Consequential damages shall include, but are not limited to, loss of profit, missed savings, loss of revenue, reputational damage, business interruption, business damage, imposed fines, labor costs, data loss, data corruption, and delay damages.

13.12. If Solvase is liable for any damage, its liability shall be limited to the amount paid by Solvase’s insurer. If the insurer does not pay out, the damage is not covered, or Solvase is not insured for the relevant damage, the liability of Solvase shall be limited to the invoice value of the part of the Agreement to which the liability relates, with a maximum of one annual fee for the use of the Plugin.

13.13. Solvase’s liability arises only if the Customer has duly and timely notified Solvase In Writing of default, setting a reasonable period for remedying the attributable failure, and Solvase continues to fail to meet its obligations after that period. The notice of default must contain as detailed a description of the shortcoming as possible so that Solvase can respond adequately. The Customer must always give Solvase the opportunity to perform remedial work and to limit or undo damage.

13.14. The Customer agrees that, given the significant difference between the damage the Customer might suffer from a malfunctioning website and the fee payable for the Plugin, the liability limitations contained in these general terms and conditions are reasonable.

13.15. All legal claims against Solvase shall lapse after one year from the date the Customer discovered or could reasonably have discovered the damage, and in any event one year after the termination of the Agreement.

13.16. The Customer indemnifies Solvase:
a. against claims from third parties against Solvase relating to acts, omissions, or events for which Solvase is not liable under the foregoing;
b. for all damages suffered by Solvase as a result of claims from third parties arising from or connected to the Customer’s use of the Plugin or the performance of the Agreement by Solvase.
The Customer is obliged to indemnify Solvase upon first request for all costs and damages incurred by Solvase as a direct or indirect result of a third-party claim as described in this paragraph.

Article 14. Force Majeure

14.1. Solvase is not obliged to fulfill any obligation if prevented from doing so due to force majeure. Force majeure includes, among other things: extreme weather conditions; floods; landslides; natural disasters; terrorism; riots; power outages; cybercrime; fire; obstructions by third parties, including governmental bodies; theft; strikes; uprisings, wars or threats of war; blockades; boycotts; internet outages; email malfunctions; government measures; changes in laws or regulations; malfunctions or defects in (online) services or software provided by a third party.

14.2. Force majeure shall also include a failure by a third party engaged by Solvase.

14.3. If Solvase is prevented by force majeure from performing the Agreement in whole or in part, Solvase shall have the right, without judicial intervention, to suspend the performance of the Agreement or to consider the Agreement wholly or partially terminated, at its discretion, without Solvase being obliged to compensate any damage suffered by the Customer. The Customer shall be informed In Writing of such suspension or termination.

Article 15. Personal Data

Solvase processes personal data in accordance with the General Data Protection Regulation (GDPR). For more information on the processing of personal data by Solvase, the Customer can consult the privacy policy published on the Website at https://solvase.com/privacy-policy/.

Article 16. Intellectual Property Rights

16.1. The intellectual property rights to the Plugin are vested in Solvase.

16.2. The Customer must respect at all times the intellectual property rights attached to the Plugin. The Agreement shall never result in the transfer of intellectual property rights. The Customer shall never claim the source code of the Plugin. The source code of the Plugin shall not be provided to the Customer.

16.3. The license granted to the Customer for the use of the Plugin is non-exclusive and non-transferable.

16.4. The Customer is not permitted to copy, reproduce, exploit, or make available the Plugin or any part thereof to a third party.

16.5. The license grants the Customer the right to use the Plugin for one website. If the Customer wishes to use the Plugin for multiple websites, the Customer must enter into a separate Agreement for each website.

16.6. If the Customer infringes Solvase’s intellectual property rights, Solvase shall have the right to terminate the Agreement with immediate effect, without the Customer being entitled to any refund of the annual fee, and all damages suffered by Solvase as a result — including loss of income, legal costs, and litigation costs — shall be charged to the Customer.

Article 17. Suspension and Dissolution

17.1. Solvase is entitled to suspend performance of the Agreement if:
a. the Customer fails to fulfill the obligations arising from the Agreement or these general terms and conditions, such as payment obligations;
b. after the conclusion of the Agreement, Solvase becomes aware of circumstances giving good reason to fear that the Customer will not fulfill its obligations.

17.2. Solvase shall inform the Customer of the suspension by means of a Written notice.

17.3. Solvase is entitled to dissolve the Agreement by means of a Written declaration, without judicial intervention and without observing a notice period, if:
a. the Customer fails to meet its obligations towards Solvase;
b. the Customer applies for a suspension of payment or has been granted such suspension;
c. the Customer is declared bankrupt or bankruptcy has been filed;
d. the Customer’s business is liquidated or terminated other than for the purpose of a merger or acquisition;
e. circumstances arise making performance of the Agreement impossible or unreasonable, or making it unreasonable to expect the Agreement to continue unchanged.

17.4. If Solvase proceeds with suspension or dissolution, it shall not be liable for any damages or costs arising in any way as a result.

Article 18. Limitation Period

Unless otherwise provided in these general terms and conditions, any claims by the Customer against Solvase, on any grounds whatsoever, shall in any event expire one year after the moment the Customer became aware or could reasonably have become aware of the existence of such rights.

Article 19. Contract Transfer and Cessation of Business Activities

19.1. If Solvase transfers (part of) its business or transfers its legal relationship arising from the Agreement, the Customer, by entering into the Agreement, grants prior consent for the transfer of the Agreement to the party that takes over (part of) Solvase’s business or legal relationship, and the Customer is obliged to cooperate in this contract transfer as required under Article 6:159 of the Dutch Civil Code.

19.2. If Solvase ceases its business or the business activities to which the Agreement relates and no transfer as described in Article 19.1 takes place, Solvase shall not be liable for any damage suffered by the Customer as a result.

19.3. The Customer is not permitted, without the prior Written consent of Solvase, to transfer any right arising from an Agreement concluded with Solvase to a third party, except in the case of a transfer of its entire business.

Article 20. Disputes, Competent Court, and Applicable Law

20.1. All disputes between the Parties shall be settled exclusively by the competent court in the district where Solvase is established, with the express exclusion of any other court.

20.2. The Parties shall only appeal to the court after having made every effort to settle a dispute amicably.

20.3. These general terms and conditions, the Agreement, and all legal acts between the Parties shall be governed exclusively by Dutch law, with the express exclusion of any other law.

These General Terms and Conditions shall enter into force on 10 October 2025.