General terms and conditions

1. Definitions

1.1	The Data Hub B.V.: a private limited liability company with its registered office at Rietbaan 8, 2908 LP Capelle aan den IJssel, registered with the Dutch Chamber of Commerce under number 92228135, hereinafter referred to as “The Data Hub”.
1.2	Customer: the natural person or legal entity that has entered into or wishes to enter into an Agreement with The Data Hub.
1.3	Parties: The Data Hub and the Customer jointly.
1.4	Agreement: any agreement between the Parties under which The Data Hub provides services to the Customer, including but not limited to SaaS services, PaaS services, consultancy, projects and support and management.
1.5	SaaS Service: an application offered by The Data Hub over the internet as Software as a Service, which the Customer uses on a subscription basis without managing the underlying infrastructure.
1.6	PaaS Service: a Platform as a Service offered by The Data Hub on which the Customer can deploy its own applications, data and configurations, while The Data Hub manages the underlying infrastructure and platform.
1.7	Platform Data: all data, files, configurations and other information that the Customer stores or has processed in The Data Hub environment as part of the services.
1.8	User: a natural person who uses the service on behalf of the Customer.
1.9	SLA: the Service Level Agreement setting out The Data Hub’s availability and performance guarantees.
1.10	Incident: an unforeseen interruption or reduction in the quality of the service.
1.11	Scheduled Maintenance Period: a period announced in advance during which the service is temporarily unavailable or has reduced availability for maintenance purposes.
1.12	Personal Data: data within the meaning of Article 4(1) of the General Data Protection Regulation (GDPR).
1.13	In Writing: communication by letter or email, unless otherwise stipulated.

2. Applicability

2.1	These general terms and conditions apply to all offers, quotations and Agreements of The Data Hub and to all obligations arising from them.
2.2	Deviations from these general terms and conditions are valid only if expressly agreed in writing by both Parties.
2.3	The applicability of the Customer’s general terms and conditions is expressly rejected, unless The Data Hub expressly agrees to their applicability in writing.
2.4	If The Data Hub makes third-party products or services available or provides access to them, the relevant third-party licence or sales terms also apply to those products or services in the relationship between The Data Hub and the Customer, provided that the Customer has been informed in advance.
2.5	In the event of a conflict between the Agreement and these general terms and conditions, the provisions of the Agreement prevail, unless the conflict results from an obvious error.

3. Offers and quotations

3.1	All offers and quotations from The Data Hub are non-binding and valid for thirty (30) days from their date, unless otherwise stated.
3.2	The Customer warrants the accuracy and completeness of the data and specifications it provides and on which The Data Hub bases its offer.
3.3	The Data Hub is not bound by obvious mistakes or errors in quotations, price lists or other documentation.

4. The Agreement

4.1	An Agreement is formed when both Parties have signed it in writing, or when The Data Hub has confirmed a Customer order in writing or has started performing it.
4.2	The term of the Agreement is set out in the Agreement itself. If no term is expressly stated, a subscription or SaaS/PaaS Service is entered into for an initial period of twelve (12) months.
4.3	At the end of the initial period, the Agreement is automatically renewed each time for the same duration as the original period, unless either Party terminates the Agreement in writing with three (3) months’ notice before the end of the current period.
4.4	The Customer may not terminate the Agreement early unless expressly agreed otherwise in writing.
4.5	The Data Hub will perform the agreed services to the best of its knowledge and ability. The Data Hub’s obligations are obligations of best efforts unless a specific result has expressly been agreed.
4.6	Time periods stated by The Data Hub are indicative and are not strict deadlines unless expressly agreed otherwise in writing.
4.7	The Customer must provide The Data Hub in good time with all cooperation, information and access required to perform the Agreement.

5. SaaS Services

5.1	For the term of the Agreement, The Data Hub grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the agreed SaaS Service solely for internal use by the Customer and its Users.
5.2	The right of use is limited to the number of Users or usage volume specified in the Agreement. Exceeding the agreed limits is permitted only with The Data Hub’s written consent and may result in additional charges.
5.3	The Customer is responsible for managing user accounts and access rights within the SaaS environment. The Customer must ensure that Users are aware of and comply with the applicable terms of use.
5.4	The Customer may not allow third parties to use the SaaS Service unless The Data Hub has expressly consented in writing.
5.5	The Data Hub may modify, expand or limit the functionality of the SaaS Service. For substantial changes that adversely affect the Customer’s use, The Data Hub will give reasonable notice of at least thirty (30) days.
5.6	The Data Hub will use reasonable efforts to keep the SaaS Service available in accordance with the availability percentages agreed in the SLA. The Data Hub does not guarantee uninterrupted or error-free availability.
5.7	The Data Hub may temporarily take all or part of the SaaS Service out of operation for maintenance. Scheduled maintenance will, where possible, take place outside office hours and the Customer will be informed in advance unless circumstances reasonably prevent this. Scheduled Maintenance Periods do not count as downtime when calculating availability under the SLA.
5.8	The Data Hub provides the Customer with login details or other means of access for using the SaaS Service. The Customer must treat these means of access as confidential and is liable for all use through its accounts.

6. PaaS Services

6.1	For the term of the Agreement, The Data Hub provides the Customer with a platform on which the Customer may deploy its own applications, data and configurations. The Data Hub manages the underlying infrastructure, operating system and platform services, while the Customer is responsible for its own applications, data and configurations.
6.2	The allocation of responsibilities between The Data Hub and the Customer for the PaaS Service is set out in the Agreement or its accompanying Shared Responsibility Model.
6.3	The Customer is responsible for securing the applications, code, data and configurations it deploys on the PaaS platform, unless expressly agreed otherwise. The Data Hub is not liable for security incidents that are the direct result of insecure Customer code or configurations.
6.4	The Customer may not use the PaaS platform for activities that violate the law, these general terms and conditions or the Acceptable Use Policy in Article 8. The Data Hub may limit or terminate the Customer’s platform access if the Customer breaches these provisions.
6.5	Articles 5.5 through 5.8 apply equally to PaaS Services.

7. Platform Data and data ownership

7.1	All Platform Data remains at all times the property of the Customer or of the data subjects to whom the data relates. The Data Hub obtains no rights to Platform Data other than those necessary to perform the Agreement.
7.2	The Data Hub processes Platform Data solely to perform the Agreement and on the Customer’s instructions, unless otherwise required by law. The Data Hub does not use Platform Data for its own commercial purposes.
7.3	The Customer is responsible for the accuracy, lawfulness and completeness of the Platform Data it stores or has processed in The Data Hub environment. The Customer warrants that it is entitled to make the Platform Data available to The Data Hub and indemnifies The Data Hub against third-party claims arising from a breach of this warranty.
7.4	After the Agreement ends, the Customer has thirty (30) calendar days to export or arrange the transfer of its Platform Data. On first request, The Data Hub will provide reasonable cooperation. After this period, The Data Hub may demonstrably destroy the Platform Data unless a statutory retention obligation requires otherwise.
7.5	The Data Hub does not use Platform Data to train or improve artificial intelligence models unless the Customer has expressly consented in writing. The Customer may withdraw this consent at any time.

8. Acceptable use

8.1	The Customer will use The Data Hub’s services only for lawful purposes and in accordance with the Agreement, these general terms and conditions and applicable laws and regulations.
8.2	The Customer is expressly prohibited from:

using the service to store, distribute or process unlawful, offensive, misleading or infringing content;
using the service to attack third-party systems, distribute malware or carry out other malicious activities such as phishing, spamming or DDoS attacks;
undermining the security, integrity or availability of the service or of The Data Hub’s or third parties’ systems;
reverse engineering, decompiling or otherwise analysing the service, except where permitted by law;
providing access to unauthorised third parties or reselling the service without The Data Hub’s prior written consent;
using the service in a manner that places a disproportionate load on The Data Hub’s infrastructure.

8.3	The Data Hub may suspend the Customer’s access to the service with immediate effect if the Customer breaches one or more provisions of this Article, without prejudice to The Data Hub’s right to damages and other remedies.
8.4	The Customer is responsible for its Users’ use of the service and warrants that its Users comply with these general terms and conditions.

9. Prices and payment

9.1	All prices are in euros and exclude VAT and other government levies unless expressly stated otherwise.
9.2	Subscription fees are invoiced in advance for the agreed billing period, monthly or annually. Other services, including consultancy, projects and support outside the SLA, are invoiced in arrears unless otherwise agreed.
9.3	The Customer must pay invoices within thirty (30) days of the invoice date unless a different payment term has been agreed in writing.
9.4	If the payment term is exceeded, the Customer is in default by operation of law and The Data Hub may charge the statutory commercial interest on the outstanding amount from the due date until full payment. All reasonable extrajudicial collection costs are also payable by the Customer, subject to a minimum of €500.
9.5	The Data Hub may suspend the services until all outstanding amounts have been paid in full, provided that the Customer has first been informed in writing and given five (5) working days to make payment.
9.6	The Data Hub may adjust its rates annually by giving at least one (1) month’s written notice before the adjustment takes effect. If rates are increased by more than five per cent (5%) in any twelve (12) month period, the Customer may terminate the Agreement in writing within thirty (30) days of receiving the notice, effective on the date the new rates would have taken effect. An inflation adjustment based on the Statistics Netherlands Services Producer Price Index (DPI) is not considered a rate change for the purposes of this paragraph.
9.7	The Data Hub may require an advance payment or bank guarantee before starting performance of the Agreement.

10. Amendment of the Agreement

10.1	Amendments to the Agreement or the agreed services are valid only if agreed in writing by both Parties.
10.2	If an amendment results from a Customer request and creates additional work, The Data Hub may charge the Customer for the actual costs incurred.
10.3	The Data Hub may change the technical architecture, infrastructure or composition of the service, provided that the agreed functionality and availability are not materially impaired.

11. Intellectual property

11.1	All intellectual property rights in software, platforms, documentation, analyses, reports, methodologies and other materials developed or made available by The Data Hub belong exclusively to The Data Hub or its licensors. The Customer receives only the rights of use set out in the Agreement and these general terms and conditions.
11.2	The right of use granted to the Customer is non-exclusive, non-transferable, not capable of being pledged and non-sublicensable.
11.3	The Customer may not reverse engineer, decompile or otherwise analyse the software or platform, remove or alter intellectual property notices, or make copies of the software other than for internal backup purposes.
11.4	The Customer grants The Data Hub a non-exclusive right to use Platform Data to the extent necessary to perform the Agreement, including hosting, backup and recovery.
11.5	Unless otherwise agreed or expressly prohibited by the Customer, The Data Hub may mention the Customer’s name or logo as a reference in external communications and on its website.

12. Confidentiality

12.1	Each Party will keep confidential all confidential information received from the other Party in connection with the Agreement and will not disclose it to third parties or use it for purposes other than performing the Agreement without the other Party’s written consent.
12.2	Confidential information includes in all cases business information, customer data, technical documentation, pricing information, source code, security measures and Platform Data.
12.3	The confidentiality obligation does not apply to information that is demonstrably public knowledge, was independently developed by the receiving Party, or must be disclosed under a statutory obligation or court order.
12.4	The Data Hub ensures that employees and contracted third parties with access to the Customer’s confidential information are bound by an appropriate confidentiality obligation.
12.5	The confidentiality obligation continues after the Agreement ends.

13. Personal Data

13.1	To the extent that The Data Hub processes Personal Data on the Customer’s behalf as part of the services, The Data Hub acts as processor within the meaning of the GDPR and the Customer as controller. The Parties set out their rights and obligations in a separate data processing agreement.
13.2	The Customer warrants that Personal Data is processed lawfully under the Agreement and that it has a valid legal basis. The Customer indemnifies The Data Hub against claims by third parties or supervisory authorities arising from unlawful processing by or on behalf of the Customer.
13.3	The Data Hub processes Personal Data relating to the Customer, its employees and Users to the extent necessary to perform the Agreement, provide support and comply with legal obligations. The Data Hub privacy policy is available on its website.

14. Security and backup

14.1	The Data Hub implements appropriate technical and organisational measures to secure the service and the Platform Data stored within it, in accordance with ISO/IEC 27001:2022 requirements, for which The Data Hub holds a valid certificate.
14.2	The Data Hub may adjust its security measures where necessary due to technological developments or changed risk assessments, provided that the overall level of security is not structurally reduced.
14.3	The Customer is responsible for securing its own systems, networks and means of access used to connect to The Data Hub’s service. The Customer must ensure that Users treat their means of access as confidential and report suspected misuse to The Data Hub without delay.
14.4	If the Agreement includes backup services, The Data Hub makes regular backups of Platform Data in accordance with the specifications in the Agreement or SLA. In the absence of such arrangements, The Data Hub makes at least daily backups with a retention period of thirty (30) days.
14.5	The Data Hub does not back up data stored on infrastructure outside The Data Hub environment unless expressly agreed otherwise.
14.6	The Customer remains responsible at all times for complying with its own statutory retention and archiving obligations.

15. Availability and Incidents

15.1	Availability guarantees and the method for measuring availability are set out in the SLA. In the absence of an SLA, The Data Hub uses reasonable efforts to keep the service as available as possible but gives no availability guarantees.
15.2	The Data Hub classifies Incidents by priority from P1 through P4 in accordance with the definitions in the SLA. In the absence of an SLA, The Data Hub applies reasonable response and resolution times based on the Incident’s severity and impact.
15.3	The Customer reports Incidents through the channels designated by The Data Hub, by email at info@datahub.nl or by telephone on +31 850 060 2676. The Data Hub confirms receipt and keeps the Customer informed of progress.
15.4	Scheduled Maintenance Periods are announced to the Customer at least five (5) working days in advance unless circumstances, such as emergency maintenance following a security incident, reasonably prevent this.

16. Transfer of risk

16.1	The risk of loss, theft of or damage to data, documents or other materials made available to The Data Hub by the Customer under the Agreement passes to The Data Hub when they come into The Data Hub’s actual control and passes back to the Customer when they are returned or made available to the Customer.

17. Liability

17.1	Except in cases of intent or deliberate recklessness, The Data Hub is never liable for indirect or consequential loss, loss of profit, missed savings, loss of goodwill, business interruption, loss resulting from claims by the Customer’s customers, or loss related to the use of software, materials or suppliers prescribed by third parties.
17.2	The Data Hub’s total liability for direct loss resulting from an attributable failure to perform the Agreement is limited per event and per year to the amount paid by The Data Hub’s liability insurer in the case concerned, increased by the applicable deductible.
17.3	If The Data Hub’s insurer does not pay the loss, The Data Hub’s liability is limited to the amount excluding VAT that the Customer paid The Data Hub under the Agreement during the twelve (12) months preceding the event that caused the loss. The Data Hub’s liability will in no event exceed €50,000 per year.
17.4	A claim for damages expires if the Customer has not held The Data Hub liable in writing, with reasons, within twelve (12) months after discovering the loss.
17.5	If third parties perform parts of the Agreement, The Data Hub is not liable for their acts or omissions to the extent that these occur outside The Data Hub’s direction or supervision.
17.6	The limitations of liability in this Article also benefit third parties engaged by The Data Hub and apply regardless of the number of events causing loss.

18. Force majeure

18.1	The Data Hub is not liable and cannot be required to perform if and to the extent that it is unable to fulfil its obligations due to force majeure.
18.2	Force majeure includes, without limitation, disruptions or outages at Microsoft Azure or other subprocessors outside The Data Hub’s control, DDoS attacks, cyberattacks, government measures, power failures, fire, strikes, epidemics, pandemics, war or terrorism.
18.3	The Data Hub informs the Customer of a force majeure event and its expected duration as soon as possible. If the force majeure event lasts longer than ninety (90) days, either Party may dissolve the affected part of the Agreement in writing without either Party being entitled to compensation.

19. Early termination and dissolution

19.1	If the Customer fails to perform its obligations under the Agreement despite written notice of default allowing at least fourteen (14) days to remedy the failure, The Data Hub may dissolve the Agreement with immediate effect and terminate the Customer’s access to the service without being liable for compensation.
19.2	Either Party may dissolve the Agreement with immediate effect if the other Party files for bankruptcy, is declared bankrupt, or applies for or is granted a suspension of payments.
19.3	If the Customer terminates the Agreement early other than due to an attributable failure by The Data Hub, the Customer must pay as compensation: (i) for consultancy and project engagements, fifty per cent (50%) of the hours already ordered but not yet used; and (ii) for subscriptions and managed services, seventy-five per cent (75%) of the fees the Customer would have owed until the original end date of the Agreement.
19.4	Upon dissolution or termination, The Data Hub retains its entitlement to payment of invoices for services already provided. All outstanding Customer payment obligations become immediately due and payable.
19.5	In the event of dissolution, services already provided are not subject to reversal.

20. Consultancy and projects

20.1	The Data Hub performs consultancy and project services independently and at its own discretion unless expressly agreed otherwise.
20.2	The Data Hub provides services on working days during its usual working hours unless otherwise agreed. The agreed overtime surcharges apply to work outside those hours.
20.3	The Customer is responsible for setting up and managing its own IT environment to the extent that this responsibility has not expressly been transferred to The Data Hub.
20.4	During the Agreement and for one (1) year after it ends, the Customer may not employ or otherwise engage any The Data Hub employee directly, outside The Data Hub, subject to an immediately payable penalty equal to two (2) times the gross annual salary that the relevant employee received from The Data Hub.

21. Support and management

21.1	The scope of support and management services is set out in the Agreement and/or SLA. In the absence of an SLA, The Data Hub provides support on a reasonable-efforts basis during office hours.
21.2	The Data Hub will use reasonable efforts to resolve service disruptions within the resolution times set out in the SLA. The Data Hub does not guarantee the resolution of disruptions resulting from improper use by the Customer, Customer modifications outside the agreed scope, or problems in the Customer’s or third parties’ systems.
21.3	The Data Hub may charge work outside the agreed support and management scope as additional work.

22. Miscellaneous provisions

22.1	The Agreement is governed exclusively by Dutch law.
22.2	All disputes arising from or relating to the Agreement will be submitted exclusively to the competent court in the district of Rotterdam, unless the Parties agree in writing to another form of dispute resolution.
22.3	The Data Hub reserves the right to amend or supplement these general terms and conditions unilaterally. Amendments will be notified to the Customer in writing at least thirty (30) days before they take effect. If the Customer does not agree to the amendments, the Customer may terminate the Agreement in writing before the date on which the amendments take effect.
22.4	If one or more provisions of these general terms and conditions are void or voidable, the remaining provisions remain in full force. The Parties will consult to replace the invalid provision with a valid provision that reflects the purpose of the provision being replaced as closely as possible.
22.5	The Data Hub may transfer its rights and obligations under the Agreement to a third party as part of a merger, acquisition or restructuring, provided that the Customer is informed in writing in advance. The Customer may not transfer its rights and obligations under the Agreement without The Data Hub’s prior written consent.