Terms & Conditions

Article 1. | Definitions

In these Terms and Conditions, the following terms, always beginning with a capital letter, shall have the meanings set out below.

Echovise: the user of these Terms and Conditions, located at Zeeheldenlaan 225, 5612 GB Eindhoven, registered with the Dutch Chamber of Commerce under number 93238908.

Client: any natural or legal person, acting for purposes within their trade, business or professional activities, with whom Echovise has concluded or intends to conclude an Agreement.

Parties: Echovise and the Client jointly.

Agreement: any agreement between the Parties under which Echovise has undertaken towards the Client to provide Services and/or software licences.

Services: the services to be provided by or on behalf of Echovise under the Agreement, including but not limited to:

• consultancy relating to artificial intelligence (AI);
• development of Custom Software;
• provision of Custom Software under a Licence Agreement;
• provision of software relating to an AI solution via the Platform;
• support in relation to the use of Custom Software;
• hosting;
• domain name registration.

Continuing Agreement: an Agreement which, by its nature and/or purpose, does not end upon completion or delivery, but under which Echovise has undertaken towards the Client to provide continuous, recurring or successive performance. A Continuing Agreement ends by termination or by expiry of the expressly and Written agreed fixed term. If the Agreement ends upon completion or delivery without its termination depending on the expiry of a fixed term, it shall not qualify as a Continuing Agreement.

Subscription: a Continuing Agreement relating to the provision of an AI solution via the Platform.

Licence Agreement: a Continuing Agreement relating to the provision by Echovise of Custom Software including hosting under a SaaS model, or other software not made available under a Subscription, as well as any technical support. If the Custom Software is installed on the Client's own systems and there is therefore no SaaS model, this shall not qualify as a Licence Agreement, without prejudice to Echovise's intellectual property rights as referred to in Article 16.

Platform: the web environment which the Client and its registered users may access under the Subscription using their username and password.

Custom Software: software or components thereof developed or to be developed by Echovise under an Agreement according to the Client's specifications.

Written: communication in writing, communication by email or any other form of communication that, in view of the state of technology and generally accepted standards in society, may be equated with this.

Article 2. | General provisions

1. These Terms and Conditions apply to every offer made by Echovise, every Agreement and all legal relationships arising therefrom between the Parties.
2. These Terms and Conditions also apply to Agreements for the performance of which third parties are engaged by Echovise.
3. The applicability of any general terms and conditions of the Client, under whatever name, is expressly rejected.
4. Deviations from these Terms and Conditions are only valid if expressly agreed in Writing, such as, where applicable, by means of an offer from Echovise accepted by the Client. If and insofar as these Terms and Conditions differ from what the Parties have expressly agreed in Writing, the express Written agreement shall prevail.
5. The invalidity or nullity of one or more provisions of these Terms and Conditions or of the Agreement itself shall not affect the validity of the remaining provisions. In such case, the Parties are obliged to consult with each other in order to agree on a replacement provision for the affected clause. The purpose and scope of the original provision shall be observed as much as possible.
6. Provisions in these Terms and Conditions which by their nature and/or purpose are intended to remain in force after termination of the Agreement shall continue to apply after the Agreement has ended.

Article 3. | Offer and formation of the Agreement

1. Every offer made by Echovise, including quotations, is non-binding, even if the offer is valid for a specified period. Echovise may revoke its offer immediately after, or as soon as possible after, acceptance by the Client.
2. The Client cannot derive any rights from an offer by Echovise that contains an obvious error or mistake, or from an offer based on incorrect or incomplete information provided by the Client.
3. Without prejudice to paragraph 1, each Agreement is formed at the moment the Client accepts Echovise's offer in the manner, if any, prescribed by Echovise. If the Client's acceptance deviates from Echovise's offer, the Agreement shall not be formed in accordance with that deviating acceptance, unless Echovise indicates otherwise.
4. If Echovise provides the Client with Written confirmation of an orally concluded Agreement, that confirmation shall be deemed to accurately and completely reflect the Agreement, unless the Client has submitted a motivated Written complaint regarding the confirmation within two working days of receipt.
5. If the Client enters into the Agreement on behalf of another natural or legal person, the Client declares, by entering into the Agreement, that they are authorised to do so. The Client shall be jointly and severally liable alongside that person or legal entity for the performance of the obligations arising from that Agreement.

Article 4. | Third parties

1. Echovise is at all times entitled to outsource the performance of the Agreement, in whole or in part, to third parties and to involve third parties in the performance of the Agreement. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.
2. These Terms and Conditions are also stipulated for the benefit of the third parties referred to in the previous paragraph. Therefore, insofar as the right to performance of the provisions is not, by its nature or purpose, exclusively reserved to Echovise, these third parties may invoke the provisions of these Terms and Conditions against the Client as if they themselves were party to the Agreement.
3. Except insofar as mandatory law prevents this under the circumstances of the case, Echovise shall not be liable for damage resulting from errors or shortcomings of third parties as referred to in paragraph 1.
4. Echovise accepts no liability whatsoever for damage resulting from errors or shortcomings of third parties with whom the Client has entered into an agreement itself, even if this occurred on the advice or through the mediation of Echovise.
5. It is possible that the third parties referred to in paragraph 1 wish to limit their liability. Echovise assumes, and where necessary stipulates, that the Agreement concluded with it includes the authority to accept such limitation of liability also on behalf of the Client.

Article 5. | Duration, termination and cancellation of Agreements

1. The Agreement ends upon completion, unless it concerns a Continuing Agreement.
2. A Continuing Agreement is deemed to have been entered into for an indefinite period, unless a fixed term has been expressly agreed in Writing.
3. A Continuing Agreement relating to consultancy entered into for a fixed term ends automatically upon expiry of that fixed term. The Parties may expressly extend such Continuing Agreement, whether or not under amended conditions.
4. A Continuing Agreement relating to consultancy entered into for an indefinite period ends by termination with due observance of a notice period of one month.
5. A Continuing Agreement relating to hosting, domain name registration or support services, a Licence Agreement or Subscription entered into for a fixed term shall, after expiry of that fixed term, be tacitly renewed each time for the originally agreed fixed term, unless the Continuing Agreement is terminated in time in accordance with the following paragraphs.
6. A Continuing Agreement relating to hosting, domain name registration or support services or a Licence Agreement ends by termination with due observance of a notice period of two months, but not before any fixed term has expired.
7. A Subscription entered into for an indefinite period ends by termination on the day on which the next monthly invoice would have been issued if the Subscription had not been terminated.
8. A Subscription entered into for a fixed term ends by termination with due observance of a notice period of one month, but not before the fixed term has expired.
9. If a Continuing Agreement ends by termination, termination must be made by email.
10. If the Client cancels an Agreement prematurely or fails to observe the applicable notice period under a Continuing Agreement, Echovise is entitled to claim compensation for loss of profit resulting from the cancellation. This compensation shall equal the amount to which Echovise would also have been entitled if the Agreement had ended in the regular manner.

Article 6. | General obligations of the Client

1. The Client is obliged to provide Echovise, as soon as reasonably required for the preparation or performance of the Agreement, with all information reasonably relevant to such preparation or performance, fully and in the manner prescribed by Echovise, if any. The Client guarantees the accuracy of all information provided to Echovise.
2. The Client must also always provide Echovise with all cooperation required for the performance of the Agreement, including granting all powers and authorisations necessary for proper performance of the Agreement. The Client shall take all reasonable measures to optimise the performance of the Agreement.
3. If and insofar as the Agreement is performed at the Client's location, the Client shall ensure that Echovise may use all items and facilities available at that location that Echovise reasonably requires, free of charge.
4. If and insofar as employees or managers within the Client's organisation, or third parties engaged by the Client, are involved in the performance of the Agreement, the Client guarantees that these persons are available to Echovise in a timely manner and provide all cooperation necessary to enable proper performance of the Agreement.

Article 7. | Deadlines

1. Echovise shall make efforts to comply with any performance and/or delivery deadlines to which it has committed itself towards the Client, but these deadlines shall only be regarded as indicative and non-final deadlines. Echovise shall not be in default until the Client has given Echovise Written notice of default, specifying a reasonable period for performance, and Echovise still fails to perform after expiry of that period.
2. If Echovise depends on information to be provided by the Client or other efforts to be made by the Client for the performance of the Agreement, and such information is not provided in time or such efforts are not made in time, Echovise is entitled to suspend performance and/or delivery for the duration of the delay.
3. If Echovise's default justifies this under the circumstances of the case, the Client shall be entitled to dissolve the part of the Agreement to which the default relates, but shall never be entitled to supplementary or substitute compensation.

Article 8. | Custom Software

1. Under the Agreement, Echovise develops the Custom Software in accordance with the Client's expressly and Written agreed specifications. If and insofar as no specifications have been agreed, Echovise shall reasonably determine the design and functionality of the Custom Software.
2. Depending on what has been expressly agreed in Writing between the Parties, the Custom Software shall either:
   • become part of a Licence Agreement, under which the Client and the users working within its organisation obtain a right to use the Custom Software in accordance with Article 9 of these Terms and Conditions; or
   • be installed on the Client's systems.
3. Delivery of the Custom Software takes place at the moment Echovise has informed the Client in Writing that the Custom Software is ready for use, or as soon as the Client actually uses the Custom Software, whichever occurs first.
4. The Client must inspect, immediately upon or at the latest within seven days after delivery of the Custom Software, whether the Custom Software complies with the Agreement and must report any defects to Echovise within this period in Writing and with reasons. If this period is exceeded, any claim of the Client regarding defects that could have been identified during a proper initial inspection shall lapse.
5. Defects that could not reasonably have been discovered within the period mentioned in the previous paragraph must be reported to Echovise in Writing and with reasons within seven days after discovery.
6. If the Client does not complain in time or not in accordance with the previous paragraphs, such complaint shall not create any obligation or liability for Echovise.
7. Even if the Client complains in time, its obligation to make full and timely payment and to continue performing the Agreement shall remain.
8. If the Client itself, or a third party on behalf of the Client, makes changes to the Custom Software, any obligation and liability of Echovise regarding the functioning of the Custom Software shall lapse.

Article 9. | Licence Agreements and Subscriptions

1. This Article applies exclusively to Licence Agreements and Subscriptions.
2. Under a Licence Agreement, use of the relevant software is reserved exclusively for persons working within the Client's organisation, without prejudice to any further expressly and Written agreed restrictions regarding the right of use.
3. Under a Subscription, the maximum number of users of the Platform shall be expressly agreed in Writing. The Client is obliged to identify the users to be registered with Echovise by providing their email addresses, whereby only business email addresses from a Google or Microsoft environment are accepted. Only the users registered by the Client in this manner are entitled to use the Platform. The Client is not permitted to grant access to the Platform to persons other than the registered users.
4. The Agreement grants the Client and the registered users of the Platform or the users designated by the Client of the Custom Software or other software the right to use the Platform and/or the software during the term of the Agreement. The right of use ends automatically upon termination of the Agreement, provided that the Parties may expressly agree in Writing, with regard to licensed Custom Software, that Echovise shall make or continue to make the Custom Software available to the Client after termination of the Licence Agreement for a fee to be agreed.
5. The right of use referred to in the previous paragraph is non-exclusive, unless expressly agreed otherwise in Writing.
6. The right of use referred to in paragraph 4 is non-transferable and non-sublicensable. The Client and the registered users of the Platform or the users designated by the Client of the Custom Software may use the right of use referred to in paragraph 4 only for personal, professional use connected with their position within the Client's organisation, in accordance with the purposes for which the Platform and/or software is intended.
7. All acts performed in relation to the Platform or the software by a user registered or designated by the Client shall be attributed to the Client. The Client is therefore liable for the acts and omissions of the users as if they were its own acts and omissions. The Client guarantees that these users comply with the provisions of this Article. If they fail to comply, such non-compliance shall be attributed to the Client.
8. The Client guarantees that it and the users shall keep the login details obtained for access to their Platform account strictly confidential.
9. It is not permitted to use the data and content made available by Echovise or its licensors via the Platform or software for purposes other than those for which they were made available. Use of such data and/or content is only permitted through and in accordance with the offered and normal functionalities of the Platform or software. In particular, it is not permitted to use the Platform or software for illegal or otherwise unauthorised purposes. Use of the Platform or software must take place in compliance with all laws, rules and regulations imposed by the government that apply to such use. In particular, the Client and the users are bound by applicable intellectual property legislation.
10. The Client guarantees that all reasonable additional instructions given by Echovise in connection with the use of the Platform or software shall be followed by the Client and the users.
11. It is not permitted to obstruct or disrupt the Platform, the software or the servers or networks used by Echovise for providing access to the Platform or software, for example by sending worms, viruses, spyware, malware or other destructive or disruptive code.
12. The Client or third parties are not permitted to decompile, reverse engineer or copy the software or the Platform.
13. Echovise does not guarantee that the software or the Platform is error-free or functions without interruption. Echovise undertakes to make best efforts to correct errors in the software or the Platform within a reasonable period, provided that these errors have been reported by the Client in Writing and properly substantiated.
14. Echovise is entitled, at its own discretion, to make changes to the Platform and/or software, such as updates, upgrades, client-specific changes and other modifications, insofar as Echovise considers these changes relevant to the general or specific use of the Platform and/or software.
15. Echovise is entitled, without prior notice, to temporarily disable access to the Platform and/or software or restrict its use, insofar as this is necessary for preventive maintenance, adjustments or improvements to one or more of Echovise's Services. Such disabling or restriction shall not entitle the Client to any compensation. Echovise shall make efforts to keep the duration of the disabling or restriction to a minimum.
16. Echovise has the right at all times, without stating reasons, to restrict or block the Client's access to the Platform and/or software for an indefinite period if, in Echovise's opinion, there is a suspicion of abuse or otherwise improper use.
17. Echovise may expand the Platform with modules containing new functionalities. Modules offered to new clients of Echovise for a fee do not automatically fall within the scope of the Subscription.
18. If, under a Licence Agreement, software from a third party is made available and that third party at any time no longer offers or makes available that software in that form, Echovise accepts no liability whatsoever for the consequences thereof. In the case of Custom Software, Echovise may make efforts to modify the Custom Software, but only if and insofar as Echovise considers this technically and commercially feasible. The costs of such modification shall be fully borne by the Client and charged to the Client.

Article 10. | Fair use policy

1. A fair use policy applies to every Subscription. This policy means that a maximum of 60,000 tokens per month may be used per registered user. This amounts to an average of 20 messages of average size per day per user, while the subscription price is based on normal use of an average of 45,000 tokens per month. One token generally consists of a combination of two short words or one word of average length. The exact method by which the number of used tokens is determined shall be determined by Echovise and shall be binding on the Client.
2. If, under the Subscription, the usage described in the previous paragraph is exceeded by one or more users, Echovise is entitled to charge the Client an additional fee. This additional fee shall be calculated on the basis of Echovise's cost price for the excess usage and proportionally to the applicable rate for the relevant Subscription.

Article 11. | Complaints regarding other Services and invoices

1. Without prejudice to the complaint periods set out in Article 8, the Client is obliged to submit any complaint regarding the performance of the Agreement by or on behalf of Echovise within seven days after discovering, or reasonably being able to discover, the alleged error or shortcoming, in Writing and with reasons. Failing this, Echovise shall be deemed to have fulfilled its obligations in this respect and the Client may no longer invoke any error or shortcoming by Echovise.
2. Complaints regarding the amount of invoice sums must be submitted to Echovise in Writing within seven days after the invoice date.
3. If the Client does not complain in time, such complaint shall not create any obligation or liability for Echovise.
4. Even if the Client complains in time, its obligation to make full and timely payment and to continue performing the Agreement shall remain.

Article 12. | Force majeure

1. Echovise is not obliged to further perform the Agreement if and for as long as it is unable to do so due to force majeure. Force majeure includes, in addition to what is understood by this under legislation and case law, technical failures, fire, transport restrictions, power failures, measures by any government authority, disruptions in communication connections and similar circumstances that make performance of the Agreement permanently or temporarily impossible.
2. If the force majeure situation makes performance of the Agreement permanently impossible or lasts or is expected to last longer than three months, the Parties are entitled to dissolve the Agreement with immediate effect.
3. If, at the time the force majeure situation arises, Echovise has already partially fulfilled its obligations or can only partially fulfil its obligations, Echovise is entitled to charge the already performed part or the still performable part of the Agreement separately as if it were an independent Agreement. Other damage resulting from force majeure shall not be eligible for compensation.

Article 13. | Suspension and dissolution

1. Echovise is entitled to suspend further performance of the Agreement if and for as long as the Client fails to fulfil its already due payment obligations or other obligations under the Agreement, including these Terms and Conditions.
2. Echovise is entitled to dissolve the Agreement with immediate effect, in whole or in part, if the Client fails to fulfil its obligations under the Agreement, or fails to do so in time or in full. If performance of the Client's obligations in respect of which it is in default is not permanently impossible, the right of dissolution shall only arise after the Client has been given Written notice of default by Echovise, specifying a reasonable period within which the Client may still fulfil its obligations, and performance remains absent after expiry of that period. The previous sentence does not apply if Echovise must infer from a statement by the Client that the Client will permanently fail to perform, in which case a notice of default is pointless and dissolution may take place without notice of default.
3. The previous two paragraphs apply unless the Client's shortcoming, given its special nature or minor significance, does not reasonably justify such suspension or dissolution and its consequences.
4. Echovise is entitled to dissolve the Agreement in whole or in part with immediate effect if the Client is bankrupt, if any attachment has been levied on its assets or if the Client is otherwise unable to freely dispose of its assets.
5. Echovise is also entitled to dissolve the Agreement in whole or in part if circumstances arise of such a nature that performance of the Agreement is impossible or unchanged continuation thereof cannot reasonably be required of Echovise.
6. The Client shall never be entitled to any form of compensation in connection with Echovise's exercise of its right of suspension and/or dissolution under this Article.
7. If the ground that led to suspension or dissolution of the Agreement is attributable to the Client, which need not always be the case under paragraph 5, Echovise shall be entitled to compensation from the Client for the damage suffered as a result.
8. If Echovise dissolves the Agreement under this Article, all claims Echovise has against the Client shall become immediately due and payable.

Article 14. | Prices, costs and payments

1. Echovise's offer shall contain as accurate a statement as possible of the price factors, including but not limited to a fixed price, hourly rate, daily or half-day rate, usage costs and a periodic rate under a Continuing Agreement.
2. If and insofar as invoicing takes place on the basis of usage costs, these shall be determined on the basis of actual usage. In the case of usage costs, Echovise's records shall be decisive for determining the amounts to be invoiced, subject to proof to the contrary by the Client.
3. If Services are provided at the Client's location or another location designated by the Client and agreed between the Parties, Echovise is entitled to charge any parking costs incurred there to the Client.
4. For services provided by Echovise at the Client's request but not expressly included in the Agreement and agreed prices, Echovise is entitled to charge costs at the rates customarily applied by Echovise at that time. Alternatively, Echovise may provide a separate price proposal.
5. Rates offered by Echovise are based on the facts and circumstances known to Echovise at the time they were offered to the Client. If, during the term of the Agreement, price increases occur in cost-determining factors, such as increases in purchase prices or wages, Echovise is entitled to pass these price increases on to the Client.
6. In the case of a Continuing Agreement for an indefinite period, or from the start date of a tacit renewal of a Continuing Agreement, Echovise is entitled, without prejudice to the previous paragraph, to change the applicable prices. Echovise shall notify the Client of this in Writing with due observance of a period of one month plus the applicable notice period. If the Client does not agree to the price change, it may still terminate the Continuing Agreement in the regular manner before the price change takes effect. If termination does not take place, the Client shall be deemed to have accepted the changed prices. In addition, without prejudice to the previous paragraph, Echovise is entitled to annually index the prices applicable to Continuing Agreements in accordance with the consumer price index of Statistics Netherlands, without Written notice being required.
7. Unless expressly stated otherwise in Writing by Echovise, all amounts stated by Echovise and owed by the Client are exclusive of VAT and any other government levies.
8. Unless expressly and Written agreed otherwise, Echovise is entitled to require full or partial advance payment from the Client. Continuing Agreements shall be invoiced in advance at the expressly and Written agreed frequency, failing which Echovise is entitled to determine the frequency itself.
9. Echovise is not obliged to continue performing the Agreement for as long as the Client is in default of any due payment obligation towards Echovise.
10. Payment must be made in one of the ways indicated by Echovise, at the time indicated by Echovise or within the term stated by Echovise. Echovise applies a standard payment term of 14 days after invoice date, but may deviate from this in individual cases.
11. In the event of payment by direct debit, if the direct debit authorisation is withdrawn or if a payment is reversed, payment must still be made by bank transfer within the term stated by Echovise on the relevant invoice. In the event of reversal, Echovise is also entitled to charge the costs associated with the reversal.
12. Payment must be made without any reliance on suspension or set-off.
13. Echovise is entitled to make invoices addressed to the Client available exclusively by email.
14. If the Client liquidates or transfers its business to a third party, is declared bankrupt, has applied for provisional or definitive suspension of payment, if any attachment has been levied on its assets, or if the Client is otherwise unable to freely dispose of its assets, Echovise's claims against the Client shall become immediately due and payable.
15. If timely payment is not made, the Client shall be in default by operation of law. From the day the Client is in default, the Client shall owe interest on the outstanding amount of 2% per month, whereby part of a month shall be regarded as a full month.
16. All reasonable costs, such as judicial, extrajudicial and enforcement costs incurred to obtain payment of amounts owed by the Client, shall be borne by the Client.

Article 15. | Liability and indemnification

1. The Client bears the damage caused by inaccuracies or incompleteness in the information provided by it, as well as any other failure to fulfil the Client's obligations arising from the law or the Agreement.
2. Echovise provides advice and support in connection with the Custom Software, other software or the Platform to the best of its knowledge and ability. However, Echovise is only bound by a best-efforts obligation in this respect and cannot guarantee any result intended by the Client.
3. Echovise accepts no liability whatsoever for the unexpected lack of continuous availability or proper functioning of the Platform, the Custom Software, other software or other Services.
4. Echovise is not liable for damage of any kind resulting from the Platform or software not functioning, not functioning fully or not functioning uninterruptedly in certain countries or regions.
5. Liability of Echovise for indirect damage, consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage resulting from claims by personnel or customers of the Client, corruption or loss of data, damage related to the use of third-party software prescribed to Echovise by the Client, and all other forms of damage other than those referred to in the following paragraph, on whatever ground, is excluded.
6. The limitations of Echovise's liability included in these Terms and Conditions do not apply if the damage is due to intent or deliberate recklessness on the part of Echovise. Echovise may only be held liable for attributable direct damage. Direct damage shall exclusively mean:
   • reasonable costs incurred to determine the cause and scope of the damage, insofar as the determination relates to damage within the meaning of these Terms and Conditions;
   • any reasonable costs necessary to make Echovise's defective performance comply with the Agreement;
   • reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these Terms and Conditions.
7. If, notwithstanding the other provisions of these Terms and Conditions, any liability rests on Echovise, such liability shall be limited to properly remedying the defective performance. If such remedy is not possible or has demonstrably become pointless for the Client, Echovise's liability shall be limited to once the invoice value of the Agreement, or at least that part of the Agreement to which the liability relates, provided that Echovise's liability shall in any event always be limited to the amount actually paid out in the relevant case under Echovise's liability insurance, increased by any deductible applicable to Echovise under that insurance. In the case of a Continuing Agreement with a duration longer than six months, the invoice value over the last six months of the Continuing Agreement shall be used as the basis for determining the invoice value referred to above.
8. The limitation period for all legal claims and defences against Echovise is 12 months after the claim arises, provided that any right to compensation shall be deemed forfeited if 18 months have passed since the end of the Agreement.
9. Any right to compensation shall in any event lapse if the Client has failed to take measures to:
   • limit the damage immediately after it arose;
   • prevent further damage from arising; or
   • notify Echovise of the damage as soon as reasonably possible and provide Echovise with all relevant information.
10. If the Client or the registered or designated users of the Platform or software upload photos, videos, logos, texts or similar materials protected under the Dutch Copyright Act or any other intellectual property right, the Client guarantees that no infringement of third-party intellectual property rights is committed and indemnifies Echovise, both in and out of court, against all consequences arising from the use, duplication or reproduction thereof.
11. The Client indemnifies Echovise against any claims by third parties who suffer damage in connection with the performance of the Agreement and whose cause is attributable to persons other than Echovise. If Echovise is held liable by third parties on that basis, the Client is obliged to assist Echovise both in and out of court and to immediately do everything that may reasonably be expected of it in that case. If the Client fails to take adequate measures, Echovise is entitled, without notice of default, to take such measures itself. All costs and damage incurred by Echovise and/or third parties as a result shall be fully borne by and at the risk of the Client.

Article 16. | Intellectual property

1. All intellectual property rights, including copyrights, trademark rights, design rights and patent rights, relating to the Platform, the Custom Software, the Services and other works developed or supplied by Echovise to which intellectual property rights attach by operation of law, shall remain vested in Echovise and/or its licensors. The Client or third parties designated by it shall only acquire the rights of use expressly granted to them pursuant to these Terms and Conditions or otherwise in Writing.
2. Unless expressly agreed otherwise in Writing, upon delivery of the Custom Software the Client shall receive the accompanying source code solely for the purpose of further developing the Custom Software for the agreed application within its own organisation. The Client is not permitted to further develop or otherwise use the Custom Software, whether or not in modified form, for purposes outside its own organisation or for applications other than those expressly agreed in Writing, unless Echovise has given prior Written consent.
3. The Client is not permitted to modify, remove or make unrecognisable any indication of the intellectual property rights of Echovise and/or its licensors. The Client is also not permitted to use or register any trademark, design or domain name of Echovise and/or its licensors, or any corresponding name or sign, in any country anywhere in the world.
4. If Echovise establishes that, as a result of a circumstance attributable to the Client, the intellectual property rights of Echovise and/or its licensor are infringed, Echovise and/or its licensor shall be entitled to immediate cessation of the infringement and compensation for the damage resulting from the infringement.

Article 17. | Final provisions

1. Every Agreement and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.
2. Before possibly bringing a matter before the court, the Parties are obliged to make every effort to resolve the dispute by mutual consultation.
3. Only the competent court within the district of the District Court of East Brabant shall be designated in the first instance to hear any legal disputes between the Parties, without prejudice to Echovise's right to designate another court competent by law.
4. If these Terms and Conditions are available in multiple languages, the Dutch-language version shall always be decisive for the interpretation of the provisions contained therein.

Version: May 2025 · Echovise · Zeeheldenlaan 225, 5612 GB Eindhoven · KvK 93238908