GENERAL TERMS AND CONDITIONS
WiseWare BV
WiseWare BV - General Terms and Conditions Version 1.2 - June 17, 2026
ARTICLE 1. DEFINITIONS
- “Agreement”: the master agreement (Subscription or Professional Services) incorporating these General Terms
- “Customer”: the legal entity contracting with WiseWare
- “Professional Services”: consulting, implementation, training, and support services provided on an hourly basis
- “Services”: all services provided by WiseWare as specified in the Agreement
- “WiseWare”: WiseWare BV, registered in Utrecht, Netherlands (KvK: 98236652)
ARTICLE 2. SCOPE
These General Terms apply to all agreements between WiseWare and Customer. Specific terms in master agreements take precedence over these General Terms.
ARTICLE 3. PROFESSIONAL SERVICES
3.1 From time to time, Customer may require Professional Services from WiseWare.
3.2 Professional Services are provided on a time and materials basis at WiseWare’s standard hourly rate unless otherwise agreed.
3.3 Professional Services minimum engagement is 4 hours per engagement, with time recorded in 15-minute increments.
3.4 Professional Services require minimum 48 hours advance booking and are invoiced monthly in arrears.
3.5 Professional Services are performed with best effort, professional expertise and diligence according to industry standards.
3.6 WiseWare’s time registration serves as evidence of hours worked.
3.7 Customer will provide reasonable cooperation, including timely access to personnel and information necessary for service delivery.
ARTICLE 4. FEES AND PAYMENT
4.1 Fees are charged according to standard rates and prices as communicated on the website, unless otherwise agreed in writing.
4.2 Payment terms are net 14 days unless otherwise agreed in writing.
4.3 Fees are exclusive of VAT and any applicable taxes, which will be charged as required by law.
4.4 Late payments incur statutory interest under Dutch law.
4.5 WiseWare may adjust pricing annually with 60 days notice.
4.6 WiseWare may suspend Services for amounts overdue by more than 14 days after notice, or in case of material security risk or material Acceptable Use Policy violations. Suspension is limited to what is necessary and will be lifted promptly upon remedy.
ARTICLE 5. INTELLECTUAL PROPERTY
5.1 WiseWare retains all rights to its platforms, software, methodologies, and documentation.
5.2 Customer retains ownership of its data and content, granting WiseWare necessary licenses to provide the Services.
5.3 Work performed during Professional Services that constitutes general methodologies, know-how, or platform improvements remains WiseWare property. WiseWare grants Customer a non-exclusive, non-transferable license to use Professional Services deliverables for Customer’s internal business purposes.
5.4 Each party respects the other’s intellectual property rights.
ARTICLE 6. CONFIDENTIALITY
Each party will keep the other’s confidential information secure and use it solely for the Agreement’s purposes.
ARTICLE 7. DATA PROTECTION
Both parties comply with GDPR and applicable data protection laws. Where personal data is processed, a separate Data Processing Agreement applies.
ARTICLE 8. LIABILITY
8.1 Each party’s liability is limited to the fees paid in the 12 months preceding the claim, except for:
- Breach of confidentiality
- Intellectual property violations
- Gross negligence or willful misconduct
8.2 Neither party is liable for indirect damages including lost profits or business interruption.
8.3 For Professional Services, WiseWare’s liability is limited to re-performance or refund of fees paid for such services in the prior month and is subject to the limitation in Article 8.1.
ARTICLE 9. FORCE MAJEURE
Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters, government actions, or third-party service failures.
ARTICLE 10. TERM AND TERMINATION
10.1 Either party may terminate for material breach that remains uncured after written notice specifying the breach and a reasonable cure period not exceeding 30 days, or insolvency.
10.2 Upon termination, each party returns confidential information. Customer may export its data as provided in the Master Subscription Agreement and Data Processing Agreement.
10.3 Termination does not affect obligations for Professional Services already performed.
ARTICLE 11. GENERAL PROVISIONS
11.1 This Agreement is governed by Dutch law with disputes resolved in Utrecht courts.
11.2 Amendments require written agreement by both parties.
11.3 If any provision is invalid, the remainder continues in force.
11.4 WiseWare’s legal documents are published in Dutch and English. In the event of any discrepancy between the Dutch and English versions, the Dutch version prevails.
WiseWare BV Utrecht, Netherlands KvK: 98236652 Version 1.2 - June 17, 2026
These General Terms form the foundation for all WiseWare services and are governed by Dutch law.