In these terms: Client means the party that enters into an agreement with Nashua; Agreement means any agreement between Nashua and the Client for the provision of services, including any statement of work, order form or subscription; Services means the advisory, engineering, implementation, hosting, managed and platform services provided by Nashua, including the Nashua 360 Enterprise Platform; Platform means the Nashua 360 Enterprise Platform and any module, environment or capability provided as part of it; Deliverables means the results Nashua produces under an Agreement; and Personal Data has the meaning given in the General Data Protection Regulation (EU) 2016/679 (GDPR).

These terms apply to all offers, quotations, agreements and services of Nashua and form an integral part of every Agreement. The applicability of any purchasing or other conditions of the Client is expressly excluded. Deviations from these terms are valid only where agreed in writing. If any provision is or becomes void or unenforceable, the remaining provisions remain in full force, and the void provision is replaced by a valid provision that approximates its purpose as closely as possible.

All quotations are without obligation and valid for thirty days unless stated otherwise. An Agreement is formed when Nashua confirms an order in writing, when the Client signs a statement of work or order form, or when Nashua begins performance at the Client's request. Descriptions, estimates and indicative planning are given in good faith but are not binding commitments unless expressly agreed as such.

Nashua provides a mix of advisory, analysis, design, engineering, integration, implementation, migration, hosting, managed and platform services, as described in the applicable Agreement. Unless a specific, measurable result is expressly agreed, Nashua's obligations are best-efforts obligations (inspanningsverplichting), performed with the care to be expected of a competent professional. Nashua may make reasonable changes to the manner of performance provided the agreed scope and quality are not materially diminished.

Where the Client uses the Platform, Nashua grants a non-exclusive, non-transferable right to use the agreed modules and environments for the duration of the Agreement, for the Client's own business purposes. New or bespoke capabilities may be generated at pace within firm architecture principles and under quality assurance; such capabilities form part of the Platform unless agreed otherwise. Nashua may update, improve and evolve the Platform, and will take reasonable care that agreed functionality remains available. The Client is responsible for the accuracy and lawfulness of the data it processes on the Platform and for the use made of the Platform by its users.

The Client provides, in good time, the information, access, systems, decisions and personnel that Nashua reasonably needs to perform the Services, and ensures that its environment meets any agreed prerequisites. Where a delay or additional work arises from the Client's failure to cooperate, or from information that proves incomplete or incorrect, any resulting cost or rescheduling is for the Client's account. The Client is responsible for maintaining adequate backups of its own data except to the extent backup is an agreed part of the Services.

Prices are in euros and exclusive of VAT and of third-party costs unless stated otherwise. Time-and-materials work is invoiced at the agreed rates; subscriptions and fixed-price work are invoiced as set out in the Agreement. Invoices are payable within thirty days of the invoice date. If the Client fails to pay on time, statutory commercial interest under Section 6:119a of the Dutch Civil Code and reasonable collection costs become due. Nashua may adjust rates once per calendar year in line with the CBS consumer price index, and otherwise on sixty days' notice.

The Agreement runs for the agreed term and renews as stated in it. Either party may terminate for a material breach that is not remedied within thirty days of written notice, and either party may terminate with immediate effect on the other's insolvency or suspension of payments. Nashua may suspend the Services where the Client is in material default, including non-payment, after warning the Client. On termination, accrued fees remain payable and each party returns or deletes the other's confidential materials save where retention is required by law.

All intellectual property rights in the Platform, in Nashua's methods, tools, frameworks and pre-existing materials, and in generic components of Deliverables, remain with Nashua or its licensors. On full payment, the Client receives a perpetual, non-exclusive right to use the Deliverables produced specifically for it for its own internal business purposes. The Client retains all rights in its own data and materials. Neither party may use the other's trademarks or name without prior written consent, save that Nashua may name the Client as a reference unless the Client objects.

Each party keeps confidential all non-public information of the other that it receives in connection with the Agreement, uses it only for the purpose of the Agreement, and protects it with at least the care it applies to its own confidential information. This obligation does not apply to information that is or becomes public without breach, that was lawfully known beforehand, or that must be disclosed by law or a competent authority, in which case the disclosing party gives reasonable prior notice where lawful. The obligation survives termination for five years.

Nashua processes Personal Data in accordance with the GDPR, the Dutch GDPR Implementation Act (UAVG) and its Privacy Policy. Where Nashua processes Personal Data on the Client's behalf, the parties enter into the Nashua Data Processing Agreement, which forms part of the Agreement and prevails over these terms in the event of conflict on data-protection matters. Nashua maintains a documented information-security programme aligned to ISO/IEC 27001 and SOC 2, and takes account of its obligations under the Digital Operational Resilience Act (DORA) and the NIS2 Directive as implemented in Dutch law.

Where a service level agreement applies, availability, support hours, response and resolution targets and any service credits are set out in it. Planned maintenance is notified in advance and scheduled to limit disruption. In the absence of an agreed service level, Nashua provides support on a commercially reasonable-efforts basis during Dutch business hours.

Nashua warrants that the Services are performed with due professional care and skill and that it has the right to provide them. Except as expressly stated, the Services and the Platform are provided without further warranties, whether express or implied, including any implied warranty of fitness for a particular purpose beyond what is agreed. Open-source and third-party components are provided under their own licences.

Nashua's total liability under or in connection with an Agreement is limited to direct damages and, per event and in aggregate per contract year, to the fees paid by the Client under that Agreement in the twelve months preceding the event, with a maximum in all cases covered by Nashua's liability insurance. Nashua is not liable for indirect or consequential loss, including lost profit, lost savings, lost data or business interruption. These limitations do not apply in the event of intent or deliberate recklessness on the part of Nashua's management, or to the extent limitation is not permitted by mandatory law. Any claim lapses twelve months after the Client became aware, or should reasonably have become aware, of the damage.

Neither party is liable for a failure to perform caused by force majeure, including failures of telecommunications or energy networks, cyber-attacks despite appropriate measures, acts of government, pandemics and failures of suppliers on which the party reasonably relied. During force majeure the affected obligations are suspended. If force majeure lasts longer than sixty days, either party may terminate the affected part of the Agreement without liability for the force majeure itself.

Nashua may engage subcontractors and sub-processors in the performance of the Services and remains responsible for their performance as if it were its own. Where subcontractors process Personal Data, the requirements of the Data Processing Agreement apply. Third-party products and services are subject to the terms of their respective providers, which Nashua will make available on request.

Nashua may amend these terms. The current version is published at this address. For ongoing Agreements, material changes take effect thirty days after notification, and if the Client reasonably objects to a change that is to its detriment, the parties will discuss a solution in good faith.

These terms and all Agreements are governed by the laws of the Netherlands, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. Disputes that cannot be resolved amicably are submitted to the exclusive jurisdiction of the competent court of the District Court of Oost-Brabant (Rechtbank Oost-Brabant), location 's-Hertogenbosch, without prejudice to either party's right to seek interim relief.

Questions about these terms may be addressed to Nashua at Lichttoren 32, 5611 BJ Eindhoven, the Netherlands, or by email to info@nashua.nl.