General Terms & Conditions

These General Terms and Conditions ("Terms") apply to all quotations, offers, agreements, licences, services and goods provided by Qmica B.V., established in Schagen, the Netherlands, and registered with the Dutch Chamber of Commerce under registration number 72079894 ("Qmica").

Depending on the Services and/or Goods purchased and the nature of the relationship with Qmica, specific provisions may apply. These Terms are therefore divided into the following modules:

• Module A – General Terms applicable to Contractors purchasing Services and/or Goods for their own use;
• Module B – Additional Terms applicable to Business Partners entering into a Business Partner Agreement with Qmica.

Unless expressly stated otherwise, Module A applies to every Agreement entered into with Qmica. Where Module B applies, its provisions shall prevail over Module A to the extent of any inconsistency.

These Terms entered into force on 10 June 2026 and replace all previous versions of the General Terms and Conditions of Qmica B.V.

A.1.1 Annex(es)

Any annex, schedule, appendix, service description, price list, partner level condition or other document incorporated into the Agreement. Subject to Articles A.3.8, A.13.9 through A.13.11 and A.21, the most recent version published by Qmica shall apply.

A.1.2 Business Partner

A Contractor authorised by Qmica to resell Qmica Services pursuant to a Business Partner Agreement.

A.1.3 Licence Agreement

An agreement under which Qmica grants the right to use specific Services to a Contractor or End User, subject to these Terms and any applicable Agreement.

A.1.4 Business Partner Agreement

An agreement between Qmica and a Business Partner governing the resale, implementation and support of Qmica Services.

A.1.5 Contractor

Any natural person or legal entity acting in the course of a profession or business that enters into an Agreement with Qmica, including any Business Partner.

A.1.6 Service(s)

Any service, software service, consultancy service, support service, hosting service, data processing service or other activity provided by Qmica under an Agreement.

A.1.7 Services Description

The description of the Services, including any service-specific terms and conditions, published via the Qmica Support Portal or otherwise provided by Qmica as an Annex to the Agreement.

A.1.8 End User

Any natural person or legal entity to whom a Business Partner supplies or resells Services or Goods provided by Qmica.

A.1.9 User

Any natural person authorised by the Contractor to access or use the Services, including employees, contractors and representatives of the Contractor.

A.1.10 Goods

Any goods, hardware, equipment, licences or other products supplied by Qmica under an Agreement.

A.1.11 Intellectual Property Rights

All intellectual property rights and related rights, whether registered or unregistered, including copyrights, database rights, trade mark rights, trade name rights, design rights, neighbouring rights, patent rights, know-how and similar rights.

A.1.12 General Terms and Conditions

These General Terms and Conditions, including all Modules and Annexes incorporated herein.

A.1.13 Materials

All software, websites, applications, databases, documentation, reports, advice, designs, concepts, source code, object code, images, texts, logos, house styles, marketing materials and other materials made available by Qmica in connection with the Services.

A.1.14 Qmica Support Portal

The online customer and partner environment designated by Qmica through which Contractors, Business Partners and End Users may access support services, documentation, notifications, requests, tickets, service information and applicable Annexes.

A.1.15 Quotation

Any quotation, proposal, offer or commercial proposal issued by Qmica relating to the provision of Services and/or Goods.

A.1.16 Agreement

Any agreement between Qmica and a Contractor, including a Licence Agreement, Business Partner Agreement, Quotation accepted by the parties, order form or other contractual arrangement under which Qmica supplies Services and/or Goods.

A.1.17 Price List

The price list applicable to Services and/or Goods supplied by Qmica, as published through the Qmica Support Portal or otherwise provided by Qmica.

A.1.18 SLA

The Service Level Agreement published by Qmica and applicable to the relevant Services, setting out the service levels, performance standards and support commitments applicable to those Services. The most recent version published by Qmica shall apply unless otherwise agreed in writing.

A.1.19 Regulator

Any supervisory authority, regulatory authority or governmental body having jurisdiction over the Contractor, including but not limited to De Nederlandsche Bank (DNB), the Dutch Data Protection Authority (Autoriteit Persoonsgegevens), the Authority for Consumers and Markets (ACM) and the Dutch Authority for the Financial Markets (AFM).

A.1.20 Qmica

Qmica B.V., established in Schagen, the Netherlands, and registered with the Dutch Chamber of Commerce under registration number 72079894.

A.1.21 Website

The official Qmica website available at Transform your product data easily in line with GS1 & ETIM data standard , as amended from time to time.

A.2.1

These General Terms and Conditions apply to all Quotations, Agreements, Licence Agreements, Business Partner Agreements, Services and Goods supplied by Qmica and form an integral part of every Agreement between Qmica and the Contractor.

A.2.2

Where a specific Module applies to a particular type of Agreement, that Module shall prevail over Module A to the extent of any inconsistency.

A.2.3

Any terms and conditions proposed by the Contractor that differ from or supplement these Terms shall only be binding upon Qmica if expressly accepted by Qmica in writing.

A.2.4

Words and expressions defined in Article A.1 shall have the same meaning throughout these Terms unless the context requires otherwise.

A.2.5

In the event of any inconsistency between contractual documents, the following order of precedence shall apply:

1. The Agreement;
2. The applicable Price List;
3. The applicable SLA and any annexes thereto;
4. These General Terms and Conditions;
5. Any Processor Agreement or Data Processing Agreement;
6. The Services Description;
7. Any service-specific terms published through the Qmica Support Portal or Website;
8. Any other Annexes.

A.2.6

The headings used in these Terms are included for convenience only and shall not affect the interpretation of any provision.

A.2.7

References to legislation shall include any amendment, replacement or re-enactment thereof.

A.2.8

Where the words “including”, “include” or similar expressions are used, they shall be interpreted as meaning “including without limitation”.

A.3.1

All Quotations, proposals and offers issued by Qmica are non-binding unless expressly stated otherwise in writing.

A.3.2

A prospective Contractor may request a Quotation from Qmica. Qmica shall be under no obligation to issue a Quotation or enter into an Agreement.

A.3.3

An Agreement shall only be concluded when:

a. the Contractor has accepted the relevant Quotation, offer or proposal; and

b. such acceptance has been confirmed or accepted by Qmica, whether in writing, electronically or through commencement of performance.

A.3.4

Any acceptance by the Contractor containing deviations from a Quotation or offer issued by Qmica shall constitute a new offer and shall not bind Qmica unless expressly accepted in writing.

A.3.5

Qmica may refuse to enter into an Agreement for any reasonable commercial, operational or legal reason, including but not limited to:

a. incomplete, inaccurate or misleading information provided by the Contractor;

b. failure to provide documentation reasonably requested by Qmica;

c. doubts regarding the Contractor’s identity, authority, solvency or legal capacity;

d. manifest errors in a Quotation, proposal or pricing structure;

e. compliance, regulatory or reputational concerns.

A.3.6

Where reasonably practicable, Qmica shall inform the prospective Contractor of a refusal within fourteen (14) days of receipt of the relevant request or acceptance.

A.3.7

Any general purchasing conditions or other terms used by the Contractor are expressly excluded and shall not apply.

A.3.8

Any Annexes provided at the commencement of the Agreement shall remain applicable for thirty (30) days following conclusion of the Agreement. Thereafter, the most recent versions published by Qmica through the Qmica Support Portal shall apply, subject to Articles A.13 and A.21.

A.3.9

Electronic communications, electronic signatures and agreements concluded through the Qmica Support Portal shall have the same legal force and effect as written and signed documents.

A.3.10

The Contractor warrants that any individual accepting an Agreement on its behalf is duly authorised to do so and legally capable of binding the Contractor.

A.4.1

Qmica shall perform the Agreement with reasonable care, skill and professionalism and in accordance with generally accepted industry standards.

A.4.2

Unless expressly agreed otherwise, all obligations of Qmica shall constitute obligations of best efforts and not obligations to achieve a specific result.

A.4.3

The Contractor shall provide all information, cooperation, access, approvals and assistance reasonably required by Qmica for the proper performance of the Agreement.

A.4.4

The Contractor warrants that all information provided to Qmica is complete, accurate and up to date.

A.4.5

If the Contractor fails to provide information, cooperation or assistance required for the performance of the Agreement, Qmica shall be entitled to suspend its performance and charge any resulting additional costs to the Contractor.

A.4.6

Any delivery dates, implementation dates, project schedules or completion dates communicated by Qmica are estimates only unless expressly agreed in writing as binding deadlines.

A.4.7

Qmica shall not be in default by reason of exceeding a non-binding delivery date or implementation schedule.

A.4.8

The Services shall be deemed accepted by the Contractor unless the Contractor provides a written and sufficiently detailed description of any reproducible defect within five (5) Business Days after delivery or completion of the relevant Service.

A.4.9

Qmica shall use reasonable efforts to remedy any properly reported defects within a reasonable period.

A.5.1

The Agreement shall commence on the date specified therein or, if no date is specified, on the date the Agreement is concluded.

A.5.2

Unless otherwise agreed in writing, an Agreement shall be entered into for an initial term of twelve (12) months.

A.5.3

Unless otherwise agreed in writing, the Agreement shall automatically renew for successive periods equal to the initial term unless either Party gives written notice of termination no later than two (2) months before the end of the then-current contract term.

Upon such automatic renewal, all fees, charges and other amounts applicable to the renewed contract term shall become due and payable in accordance with Articles A.5.4 and A.13.

A.5.4

If the Agreement is automatically renewed pursuant to Article A.5.3 because no timely notice of termination has been received, Qmica shall be entitled, immediately upon expiry of the applicable notice period, to issue an invoice for the renewed contract term.

Unless otherwise agreed in writing, such invoice shall be payable within seven (7) days of the invoice date.

After expiry of the applicable notice period, the Contractor may not invoke termination, cancellation, withdrawal or any similar right in order to avoid payment obligations relating to the renewed contract term.

The Contractor remains fully liable for payment of all fees and charges relating to the renewed contract term.

A.5.5

Where multiple Services are provided under a single Agreement, each Service may have its own commencement date, renewal date and contract term. Termination of one Service shall not affect any other Service unless expressly agreed otherwise in writing.

A.5.6

Qmica may terminate, dissolve or suspend the Agreement in whole or in part with immediate effect, without notice of default and without judicial intervention, if:

a. the Contractor materially breaches the Agreement;

b. the Contractor repeatedly breaches the Agreement;

c. the Contractor fails to fulfil its payment obligations;

d. the Contractor applies for or is granted a suspension of payments;

e. the Contractor is declared bankrupt or becomes insolvent;

f. all or a substantial part of the Contractor’s assets become subject to attachment, administration or comparable measures.

A.5.7

The Contractor may terminate the Agreement with immediate effect if Qmica is declared bankrupt or granted a suspension of payments and continuation of the Agreement can no longer reasonably be expected.

A.5.8

Upon termination, dissolution or expiry of the Agreement, all outstanding claims of Qmica shall become immediately due and payable.

A.5.9

Any suspension by Qmica shall not affect its rights to payment or any other rights under the Agreement or applicable law.

A.5.10

Upon termination, dissolution or expiry of the Agreement, Qmica may disable access to the Services, the Qmica Support Portal and associated systems and may remove or render inaccessible any data stored on behalf of the Contractor, subject to applicable law and any agreed exit arrangements.

A.5.11

The Contractor shall remain responsible for requesting any export or transfer of its data prior to termination of the Agreement.

A.5.12

Termination of the Agreement shall not affect any rights, obligations or liabilities accrued prior to termination.

A.5.13

The Contractor may not terminate, rescind or dissolve the Agreement with retroactive effect.

A.6.1

Qmica shall use reasonable efforts to ensure that the Services comply with applicable laws and regulations relevant to the Services provided by Qmica.

A.6.2

Where new legal, regulatory or supervisory requirements materially affect the performance of the Agreement, the Parties shall cooperate in good faith to implement any necessary changes.

A.6.3

Any costs incurred by Qmica in implementing regulatory or compliance-related changes requested by the Contractor may be charged to the Contractor at the applicable rates.

A.6.4

Upon lawful termination of the Agreement, and provided the Contractor submits a request before the termination date, Qmica shall use reasonable efforts to assist with the orderly transfer of the Services to the Contractor or a replacement service provider.

A.6.5

Exit assistance shall be provided on a time and materials basis at Qmica's then-current professional services rates.

A.6.6

Unless otherwise agreed in writing, Qmica shall not be required to continue providing Services after termination of the Agreement.

A.6.7

The Contractor shall remain responsible for maintaining business continuity arrangements and contingency plans appropriate to its own operations.

A.7.1

The Services shall be provided in accordance with the applicable Agreement, Services Description and, where applicable, the SLA.

A.7.2

Unless expressly stated otherwise in an SLA, Qmica does not guarantee uninterrupted, error-free or continuous availability of the Services.

A.7.3

Qmica shall not be liable for interruptions, delays or defects resulting from:

a. misuse or improper use of the Services by the Contractor, Users or End Users;

b. failures of third-party telecommunications networks, internet providers or cloud infrastructure;

c. failures of systems, software, hardware or networks controlled by the Contractor or third parties;

d. third-party software, applications or integrations not supplied by Qmica;

e. security incidents originating outside Qmica's systems.

A.7.4

Qmica may perform scheduled maintenance, emergency maintenance or security updates where reasonably necessary for the operation, security or improvement of the Services.

A.7.5

Qmica shall use reasonable efforts to notify the Contractor in advance of planned maintenance where practical.

A.7.6

Qmica shall use reasonable efforts to maintain the software and infrastructure used in the provision of the Services in a secure and up-to-date condition.

A.7.7

The Contractor shall not use the Services in violation of any applicable law or regulation.

A.7.8

Without limitation, the Contractor shall not use the Services to:

a. conduct denial-of-service attacks or other disruptive activities;

b. gain unauthorised access to systems or data;

c. distribute malware, viruses, ransomware or other malicious software;

d. infringe intellectual property rights;

e. distribute unlawful, defamatory, discriminatory, hateful or offensive content;

f. distribute child sexual abuse material or any other illegal content;

g. send unsolicited communications in breach of applicable law;

h. violate the privacy rights of any person.

A.7.9

The Contractor shall be solely responsible for all content, data and materials uploaded, stored, processed or distributed through the Services.

A.7.10

The Contractor shall indemnify and hold harmless Qmica against all third-party claims arising from the Contractor's use of the Services or breach of this Agreement.

A.7.11

Qmica may take any reasonable technical or organisational measure necessary to protect its systems, infrastructure, customers or Services against threats, abuse or security risks.

A.7.12

Where Qmica reasonably believes that continued use of the Services creates a security risk, legal risk or operational risk, Qmica may suspend access to the affected Services without prior notice.

A.7.13

Configuration settings, deployment methods, implementation designs and operational configurations developed by Qmica remain the exclusive property of Qmica and need not be transferred upon termination of the Agreement.

A.7.14

The Contractor remains responsible for its own customers, users and end users. Any liability arising from their acts or omissions shall be borne by the Contractor.

A.7A Use of Submitted Data for Optimisation and Artificial Intelligence

A.7A.1

The Contractor acknowledges and agrees that product data, product attributes, mappings, classifications, data structures, metadata and related information submitted through the Services ("Submitted Data") may be used by Qmica for service improvement, optimisation, research and development purposes.

A.7A.2

Submitted Data may be used for:

a. improving data mapping and publishing processes;

b. developing, training, testing and improving machine learning and artificial intelligence models;

c. improving automation, data quality and matching algorithms;

d. improving existing Services and developing new Services.

A.7A.3

Qmica shall process Submitted Data in accordance with applicable data protection legislation.

A.7A.4

Qmica shall not intentionally disclose identifiable confidential information of the Contractor to third parties except where required by law or expressly authorised by the Contractor.

A.7A.5

The Contractor grants Qmica a perpetual, worldwide, non-exclusive, royalty-free right to use, analyse, transform, aggregate and process Submitted Data for the purposes described in this Article.

All intellectual property rights in any models, algorithms, machine learning systems, artificial intelligence systems, methodologies, classifications, mappings, benchmarks, insights, statistics, derived datasets, improvements and developments resulting from such use shall vest exclusively in Qmica.

The Contractor shall not acquire any rights, title or interest in such developments and shall not be entitled to any compensation arising from Qmica's use of Submitted Data in accordance with this Article.

A.7A.6

Qmica may create, use, analyse, modify, commercialise and otherwise exploit anonymised, aggregated, statistical and derived datasets generated from Submitted Data, provided that such datasets do not identify the Contractor or any individual person.

Such anonymised, aggregated, statistical and derived datasets shall not be considered Confidential Information of the Contractor and may be used by Qmica for commercial, analytical, benchmarking, research, development, machine learning, artificial intelligence, product improvement and service optimisation purposes.

All Intellectual Property Rights in such anonymised, aggregated, statistical and derived datasets, and in any models, algorithms, classifications, mappings, methodologies, insights, benchmarks, improvements and developments resulting therefrom, shall vest exclusively in Qmica.

A.8.1

Qmica acts as an intermediary service provider with respect to information and content transmitted, processed or stored through the Services.

A.8.2

If the Contractor enables third parties to publish, store or distribute content through the Services, the Contractor shall implement and maintain a notice and takedown procedure that is at least as strict as the procedure described in this Article.

A.8.3

If Qmica becomes aware of content or activities that may be unlawful, infringe third-party rights or violate this Agreement, Qmica may investigate the matter and request information from the Contractor.

A.8.4

The Contractor shall respond promptly and in any event within one (1) Business Day to any request relating to allegedly unlawful content or activities.

A.8.5

Where Qmica reasonably determines that content or activities are unlawful, infringing or otherwise violate the Agreement, Qmica may without prior notice:

a. remove the relevant content;

b. suspend access to the Services;

c. restrict access to specific systems or accounts;

d. terminate the Agreement in accordance with Article A.5.

A.8.6

Qmica may disclose information relating to the Contractor, Users or End Users where required by law, court order, regulatory request or where reasonably necessary to protect the rights, safety or interests of Qmica, its customers or third parties.

A.8.7

Where criminal activity is suspected, Qmica may report the matter to competent authorities and cooperate with any resulting investigation.

A.8.8

Qmica shall not be liable for any loss or damage arising from actions taken under this Article.

A.8.9

The Contractor shall indemnify and hold harmless Qmica against all claims, damages, costs and liabilities arising from content, data or activities conducted through the Services by the Contractor, its Users, customers or End Users.

A.9.1

Qmica's Services are primarily intended for the processing, transformation, enrichment and publication of product and business data. Qmica does not intentionally collect or require Personal Data for the provision of its Services.

A.9.2

To the extent that Personal Data is processed through the Services, such processing is incidental to the Services and remains the responsibility of the Contractor.

A.9.3

The Contractor warrants that it has a lawful basis for any Personal Data made available through the Services and shall indemnify Qmica against any claims arising from unlawful processing by the Contractor.

A.9.4

Qmica shall implement appropriate technical and organisational security measures designed to protect data processed through the Services.

A.9.5

Hosted primarily within Amazon Web Services (AWS) infrastructure located in Frankfurt, Germany, or within another location in the European Economic Area designated by Qmica.

A.9.6

Qmica may use AWS security services and controls, including encryption, access controls, monitoring, backup and recovery mechanisms, to safeguard data processed through the Services.

A.9.7

Where required by applicable data protection legislation, the Parties shall enter into a separate Data Processing Agreement.

A.13.1

Unless expressly stated otherwise, all prices, fees and rates quoted by Qmica are exclusive of VAT and any other applicable taxes, duties or governmental charges.

A.13.2

All prices, quotations and offers are subject to clerical, typographical and calculation errors. Qmica shall not be bound by obvious errors or mistakes.

A.13.3

Where pricing is based on information provided by the Contractor and such information proves to be inaccurate or incomplete, Qmica shall be entitled to adjust the applicable prices accordingly.

A.13.4

Recurring fees, subscription fees and licence fees may be invoiced in advance.

A.13.5

References to applicable rates, hourly rates or professional service rates shall mean the rates contained in the then-current Price List published by Qmica or otherwise made available to the Contractor.

A.13.6

Unless otherwise agreed in writing, the Contractor authorises Qmica to collect all amounts due by SEPA direct debit.

A.13.7

The Contractor shall ensure that sufficient funds are available for any direct debit collection.

A.13.8

All invoices issued by Qmica shall be payable within seven (7) calendar days from the invoice date unless expressly agreed otherwise in writing.

A.13.9

Invoices issued pursuant to Article A.5.4 following automatic renewal of the Agreement shall remain fully payable notwithstanding any subsequent request for cancellation, termination or withdrawal by the Contractor.

A.13.10

The Contractor shall not be entitled to suspend, withhold, reduce, offset or reclaim payments unless required by mandatory law.

A.13.11

Failure to receive, review or internally approve an invoice shall not suspend the Contractor's payment obligations.

A.13.12

The Contractor shall automatically be in default upon expiry of the payment term without any notice of default being required.

A.13.13

From the due date, Qmica shall be entitled to charge interest at the rate of 1% per month or, if higher, the statutory commercial interest rate applicable under Dutch law.

A.13.14

All judicial and extrajudicial collection costs incurred by Qmica shall be borne by the Contractor.

A.13.15

Extrajudicial collection costs shall amount to at least 15% of the outstanding balance, subject to a minimum of EUR 250.

A.13.16

Qmica may suspend, restrict or block access to the Services immediately if:

a. any invoice remains unpaid after the due date;

b. a direct debit is reversed, cancelled or rejected;

c. the Contractor repeatedly fails to meet its payment obligations;

d. Qmica reasonably doubts the Contractor's creditworthiness;

e. the Contractor breaches the Agreement.

A.13.17

Suspension of the Services shall not affect the Contractor's obligation to pay any fees due under the Agreement.

A.13.18

Qmica may charge reasonable administrative and reactivation fees following suspension of the Services.

A.13.19

Qmica may require advance payment, a deposit, a bank guarantee or other security where there are reasonable grounds to doubt the Contractor's ability to fulfil its payment obligations.

A.13.20

Qmica shall be entitled to increase its prices annually with effect from 1 January in accordance with the most recent published Dutch Consumer and Producer Price Index for Information Technology Services (CBS SBI 62), or any successor index published by Statistics Netherlands (Centraal Bureau voor de Statistiek – CBS).

Where the relevant index is discontinued, replaced or materially modified, Qmica may apply the most comparable successor index published by CBS.

A.13.21

Annual price adjustments pursuant to Article A.13.20 shall not constitute a price increase for the purposes of any termination right and shall not entitle the Contractor to terminate, cancel or dissolve the Agreement.

A.13.22

Qmica may also increase prices during the term of the Agreement where increases in supplier costs, cloud infrastructure costs, energy costs, software licensing costs, regulatory costs or other external costs materially affect the cost of providing the Services.

A.13.23

Where a price increase materially exceeds normal indexation, Qmica shall provide at least sixty (60) days' prior written notice.

A.13.24

Where the Agreement grants a termination right in connection with a price increase, such right shall not apply to annual indexation under Article A.13.20.

A.13.25

Qmica may impose reasonable usage limits relating to storage, processing capacity, API calls, data traffic, computing resources or other measurable consumption metrics.

A.13.26

Where such limits are exceeded, Qmica may charge additional fees in accordance with the applicable Price List or require the Contractor to upgrade its subscription or service package.

A.14.1

All Goods delivered by Qmica shall remain the property of Qmica until all amounts due by the Contractor under the Agreement have been paid in full.

A.14.2

Until ownership has transferred, the Contractor shall not sell, pledge, transfer, encumber or otherwise dispose of any Goods subject to retention of title without the prior written consent of Qmica.

A.14.3

Where ownership has not yet transferred, Qmica shall be entitled to recover the relevant Goods if the Contractor fails to fulfil its payment obligations.

A.14.4

Retention of title shall not affect any intellectual property rights belonging to Qmica.

A.15.1

All Intellectual Property Rights in and to the Services, Software, Materials, configurations, templates, methodologies, processes, documentation, data models and other deliverables developed, supplied or made available by Qmica shall remain exclusively vested in Qmica or its licensors.

A.15.2

Nothing in the Agreement shall transfer any Intellectual Property Rights to the Contractor unless expressly agreed in writing.

A.15.3

The Contractor receives only a limited, non-exclusive, non-transferable and non-sublicensable right to use the Services during the term of the Agreement and solely for its internal business purposes.

A.15.4

The Contractor shall not:

a. copy, reproduce or distribute the Services except as expressly permitted;

b. reverse engineer, decompile or attempt to derive source code from any software supplied by Qmica;

c. remove or alter copyright notices, trade marks or proprietary notices;

d. create derivative works based on the Services or Materials.

A.15.5

Qmica shall retain all rights, title and interest in any improvements, modifications, enhancements, algorithms, workflows, mappings, automations or developments created during the performance of the Services, including AI models, classification systems, mappings, enrichment methodologies, benchmarking methodologies and data structures.

A.15.6

Feedback, suggestions and improvement proposals provided by the Contractor may be used by Qmica without restriction and without compensation.

A.15.7

Qmica may implement technical protection measures to safeguard its Intellectual Property Rights. The Contractor shall not circumvent, disable or interfere with such measures.

A.16.1

Qmica shall only be liable for direct damages resulting from an attributable failure by Qmica in the performance of the Agreement or from an unlawful act for which Qmica is legally responsible.

A.16.2

Qmica shall never be liable for indirect damages, including but not limited to:

a. loss of profit;

b. loss of revenue;

c. loss of business opportunities;

d. loss of goodwill;

e. loss or corruption of data;

f. business interruption;

g. consequential or incidental damages.

A.16.3

Qmica shall not be liable for damages resulting from:

a. incorrect or unlawful use of the Services;

b. actions or omissions of the Contractor, Users or End Users;

c. failures of third-party software, services or infrastructure;

d. inaccurate, incomplete or outdated information supplied by the Contractor.

A.16.4

Where Qmica is liable, the total aggregate liability of Qmica arising out of or in connection with the Agreement, whether in contract, tort or otherwise, shall be limited to the fees actually paid by the Contractor under the Agreement during the twelve (12) months immediately preceding the event giving rise to the claim, with an absolute maximum of EUR 25,000 per Contract Year.

A.16.5

Any claim against Qmica shall lapse unless submitted in writing within thirty (30) days after the Contractor became aware, or reasonably should have become aware, of the event giving rise to the claim.

A.16.6

A claim for damages may only be brought after the Contractor has provided Qmica with a detailed written notice of default and a reasonable opportunity to remedy the alleged breach.

A.16.7

The limitations of liability contained in this Article shall not apply to damages caused by fraud, wilful misconduct or deliberate recklessness on the part of Qmica's senior management.

A.16.8

The Contractor shall indemnify and hold harmless Qmica against third-party claims arising from:

a. the Contractor's use of the Services;

b. data or content supplied by the Contractor;

c. violations of law by the Contractor, Users or End Users;

d. infringement of third-party rights by the Contractor.

A.17.1

Neither Party shall be liable for any delay or failure to perform its obligations where such delay or failure results from Force Majeure.

A.17.2

Force Majeure means any circumstance beyond the reasonable control of the affected Party, including but not limited to:

a. natural disasters, flooding, fire, pandemics or extreme weather conditions;

b. war, terrorism, civil unrest or governmental measures;

c. failures of telecommunications networks or internet infrastructure;

d. cyberattacks, including DDoS attacks;

e. failures of cloud providers, hosting providers or utility providers;

f. labour disputes not limited to the affected Party;

g. interruptions in electricity supply or data centre operations.

A.17.3

During a Force Majeure event, the affected Party's obligations shall be suspended for the duration of the event.

A.17.4

If a Force Majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected part of the Agreement by written notice.

A.17.5

Neither Party shall be entitled to compensation for damages arising solely as a result of a Force Majeure event.

A.18.1

Where employees or representatives of Qmica perform Services at the Contractor's premises or within the Contractor's systems, the Contractor shall provide all reasonable cooperation, facilities and access required for the proper performance of the Services.

A.18.2

During the term of the Agreement and for a period of twelve (12) months thereafter, the Contractor shall not, directly or indirectly, employ, engage or otherwise retain any employee, contractor or consultant of Qmica without Qmica's prior written consent.

A.18.3

In the event of a breach of Article A.18.2, the Contractor shall immediately owe Qmica a contractual penalty of EUR 25,000 per violation, without prejudice to Qmica's right to claim full damages where such damages exceed the penalty.

A.19.1

Each Party shall comply with all applicable anti-bribery, anti-corruption and anti-money laundering legislation.

A.19.2

Neither Party shall directly or indirectly offer, promise, authorise, request or accept any improper payment, benefit or advantage in connection with the Agreement.

A.19.3

Each Party shall promptly notify the other Party if it becomes aware of any actual or suspected breach of this Article.

A.20.1

Each Party shall keep confidential all Confidential Information received from the other Party in connection with the Agreement.

A.20.2

Confidential Information includes all commercial, technical, operational, financial and strategic information disclosed by one Party to the other, whether orally, electronically or in writing, which is identified as confidential or which reasonably should be regarded as confidential.

A.20.3

The receiving Party shall:

a. use Confidential Information solely for the purposes of performing the Agreement;

b. restrict access to persons who require access for the performance of the Agreement;

c. protect Confidential Information with at least the same degree of care it uses for its own confidential information.

A.20.4

The confidentiality obligations shall not apply to information that:

a. is publicly available through no fault of the receiving Party;

b. was lawfully known by the receiving Party before disclosure;

c. is lawfully obtained from a third party without confidentiality obligations;

d. must be disclosed pursuant to law, court order or regulatory requirement.

A.20.5

The confidentiality obligations shall survive termination of the Agreement for a period of five (5) years after termination, or longer where the information remains confidential by its nature.

A.21.1

Qmica may amend these Terms, the Services, the SLA, Annexes or related policies from time to time.

A.21.2

Material amendments shall be communicated to the Contractor at least thirty (30) days before taking effect.

A.21.3

Where a material amendment significantly and adversely affects the Contractor's use of the Services, the Contractor may terminate the affected Service by written notice before the amendment takes effect.

A.21.4

The right of termination referred to in Article A.21.3 shall not apply to:

a. annual price indexation pursuant to Article A.13.20;

b. changes required by law or regulation;

c. changes made for security, compliance or operational reasons;

d. changes that are minor in nature or beneficial to the Contractor.

A.21.5

The Services may include products, software or services provided by third parties. Where applicable, the relevant third-party terms shall also apply.

A.22.1

The Contractor may not assign, transfer or otherwise dispose of any rights or obligations under the Agreement without the prior written consent of Qmica.

A.22.2

Qmica may assign or transfer the Agreement, in whole or in part, to an affiliated company, successor entity or purchaser of its business without the Contractor's prior consent.

A.22.3

Qmica shall notify the Contractor of any transfer that materially affects the administration of the Agreement.

A.22.4

The Contractor remains fully responsible for all use of the Services by its Users, employees, contractors, customers and End Users.

A.22.5

Any act or omission by a User, customer or End User shall be deemed to be an act or omission of the Contractor.

A.23.1

The Agreement and any dispute or claim arising out of or in connection with it shall be governed exclusively by Dutch law.

A.23.2

Any dispute arising from or relating to the Agreement shall be submitted exclusively to the competent court of Noord-Holland, location Alkmaar, the Netherlands.

A.23.3

If any provision of the Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

A.23.4

The Parties shall replace any invalid or unenforceable provision with a valid provision that most closely reflects the original commercial intent.

A.23.5

Electronic communications, system logs, audit trails and records maintained by Qmica shall constitute prima facie evidence of communications and transactions relating to the Services.

A.23.6

Unless prohibited by mandatory law, any claim by the Contractor arising out of or relating to the Agreement shall expire twelve (12) months after the date on which the Contractor became aware, or reasonably should have become aware, of the facts giving rise to the claim.

A.23.7

Qmica may identify the Contractor as a customer of Qmica and may use the Contractor's name and logo in customer references, case studies, presentations and marketing materials, unless the Parties have expressly agreed otherwise in writing, including on Qmica's website, sales presentations, partner materials and marketing communications.

A.23.8

These General Terms and Conditions entered into force on 10 June 2026 and replace all previous versions of the General Terms and Conditions of Qmica B.V.

Version: 2026.06

B.1.1

This Module B applies exclusively to Contractors designated by Qmica as Business Partners.

B.1.2

Module B supplements Module A. In the event of any inconsistency between Module A and Module B, Module B shall prevail.

B.1.3

Unless expressly agreed otherwise in writing, all provisions of Module A shall remain fully applicable to Business Partners.

B.2.1

Qmica may authorise a Business Partner to market, resell, implement and support certain Qmica Services.

B.2.2

Nothing in the Agreement shall grant the Business Partner any exclusivity, territorial rights, minimum sales rights or guaranteed revenue.

B.2.3

Qmica remains free to sell its Services directly, indirectly or through other partners at any time.

B.2.4

The Business Partner shall not make any representation, warranty, commitment or undertaking on behalf of Qmica unless expressly authorised in writing.

B.2.5

The Business Partner shall accurately represent the functionality, scope and limitations of the Services.

B.3.1

Each Party shall appoint a primary contact person responsible for the operational management of the partnership.

B.3.2

The Parties shall cooperate in good faith to promote successful implementation and adoption of the Services.

B.3.3

Qmica may provide sales support, implementation support, training materials, documentation and technical guidance at its sole discretion.

B.3.4

The Business Partner shall provide all information reasonably required by Qmica to support prospects, customers and End Users.

B.3.5

The Parties may periodically review commercial opportunities, customer requirements, service developments and partnership performance.

B.4.1

Where the Business Partner offers data mapping, product information management, product publishing or related services to prospective customers, the Business Partner shall actively consider Qmica as a preferred solution provider.

B.4.2

Where a prospective customer or existing customer declines a proposed Qmica-based solution, the Business Partner shall, where commercially reasonable, consult with Qmica before proposing alternative solutions.

B.4.3

Nothing in this Article shall require the Business Partner to act contrary to its legal obligations or the legitimate interests of its customers.

B.5.1

The Business Partner shall ensure that employees involved in the sale, implementation or support of the Services possess sufficient knowledge of the Services.

B.5.2

Qmica may offer training programmes, onboarding sessions, documentation, workshops and certification programmes.

B.5.3

Where Qmica designates training as mandatory for a particular partner level, the Business Partner shall ensure participation by relevant personnel within a reasonable period.

B.5.4

Failure to maintain the required level of training may result in suspension of specific partner benefits or partner status.

B.6.1

The Business Partner may use Qmica trade marks, logos and branding solely for the purpose of promoting the authorised resale of the Services.

B.6.2

All Intellectual Property Rights relating to Qmica branding, logos, trade marks and marketing materials shall remain the exclusive property of Qmica.

B.6.3

The Business Partner shall immediately cease use of Qmica branding upon termination of the Business Partner Agreement.

B.6.4

The Business Partner shall not register, use or attempt to obtain rights in any domain name, trade mark, company name or social media account that may create confusion with Qmica or its Services.

B.7.1

The Business Partner shall remain responsible for its contractual relationship with its End Users unless otherwise agreed in writing.

B.7.2

The Business Partner shall ensure that End Users comply with all applicable terms relating to the Services.

B.7.3

Any breach by an End User that results in damage, liability or claims against Qmica shall be deemed a breach by the Business Partner.

B.7.4

The Business Partner shall indemnify Qmica against claims arising from agreements between the Business Partner and its End Users.

B.8.1

Unless otherwise agreed, first-line support shall be provided by the Business Partner.

B.8.2

Qmica may provide second-line or third-line support in accordance with the applicable SLA and partner arrangements.

B.8.3

The Business Partner shall use the Qmica Support Portal for support requests, service incidents and operational communication.

B.8.4

Qmica reserves the right to communicate directly with End Users where necessary for service continuity, security, compliance or operational reasons.

B.9.1

Unless otherwise agreed in writing, the Business Partner Agreement shall be concluded for an indefinite period.

B.9.2

Either Party may terminate the Business Partner Agreement by giving three (3) months' written notice.

B.9.3

Qmica may terminate the Business Partner Agreement with immediate effect if:

a. the Business Partner materially breaches the Agreement;

b. the Business Partner damages the reputation of Qmica;

c. the Business Partner infringes Qmica's Intellectual Property Rights;

d. the Business Partner becomes insolvent, enters bankruptcy proceedings or ceases business operations.

B.9.4

Termination of the Business Partner Agreement shall not affect any existing customer agreements, licence agreements or payment obligations unless expressly agreed otherwise.

B.9.5

Upon termination, the Business Partner shall:

a. cease representing itself as a Qmica Business Partner;

b. cease using Qmica branding and marketing materials;

c. return or destroy confidential information upon request;

d. cooperate in an orderly transition of customers where reasonably requested.

B.9.6

Acts performed after termination shall not constitute a renewal or continuation of the Business Partner Agreement unless expressly agreed in writing by both Parties.

B.9.7 Change of Control

Qmica may terminate the Business Partner Agreement, in whole or in part, with immediate effect upon written notice, without any obligation to pay compensation, damages, goodwill or any other form of reimbursement, in the event of a merger, acquisition, change of control, sale or transfer of shares, sale of all or a substantial part of its business activities or assets, corporate restructuring, or any similar transaction involving Qmica or any affiliated company.

The Business Partner acknowledges and agrees that such termination shall be deemed a reasonable and necessary consequence of the relevant transaction and shall not give rise to any claim against Qmica.