General Terms and Conditions — business

Article 1 - Definitions

Voltair Studio: Bennie Siemensma, trading as Voltair Studio (sole proprietorship / eenmanszaak), established at Stationsstraat 40, 6071 KD Swalmen and registered with the Dutch Chamber of Commerce under number 42206237 and VAT identification number NL005583984B14, the provider and user of these General Terms and Conditions.

Client: a natural person or legal entity acting in the course of a profession or business that enters into an agreement with Voltair Studio.

Agreement: any agreement between the parties, including the MSA, SOW, SLA, hosting agreement, maintenance agreement, Website Care agreement, SEO agreement and/or other written assignment.

SOW: Statement of Work or project quotation describing an individual project, scope, deliverables, planning and price.

Deliverables: agreed results, including designs, UI/UX, documentation, configuration and custom software.

Core Assets: pre-existing and/or generic code, components, libraries, templates, frameworks, tooling, deployment methods, know-how and development solutions of Voltair Studio.

Additional Work: work outside the agreed scope or required as a result of changed instructions, external changes or additional revisions.

Third Party: an external supplier whose software, infrastructure, APIs, hosting, cloud, fonts, media, SDKs or services are used.

Business Day: Monday through Friday, excluding Dutch public holidays.

Website Care: the recurring service provided by Voltair Studio for hosting, technical management, maintenance and support of a Website, in the agreed package (such as Standard or Premium) and as set out in the quotation, SOW or SLA.

Website: the website used by or for Client, consisting of Deliverables, Client Content and any Core Assets and Third Party components.

Client Content: texts, images, logos, trademarks, product information, data and other materials that Client supplies or has supplied, and customer data collected through the Website.

Domain Name: the domain name registered by or for Client, together with the associated DNS settings.

SEO Service: the search engine optimisation service for the Website, in the agreed package.

Article 2 - Applicability and Order of Precedence

1.These General Terms and Conditions apply to all quotations and agreements between Voltair Studio and Business Clients.

2.The purchasing terms or other terms of Client do not apply unless expressly accepted by Voltair Studio in writing.

3.Any deviation from or addition to these terms is valid only if agreed in writing, including by email, between duly authorised representatives of both parties.

4.Voltair Studio makes these terms available before or at the latest upon conclusion of the Agreement in a manner allowing the Client to store and reproduce them for future reference.

5.In case of conflict, the following order applies only within the subject matter of the relevant document: (a) later written amendment signed by both parties or expressly confirmed by email; (b) DPA for personal data processing; (c) IP/source-code deed for IP transfer or licensing; (d) SOW for scope, deliverables, price and milestones; (e) SLA/Hosting Annex for service levels and infrastructure; (f) MSA; (g) these General Terms and Conditions.

6.In case of conflict between documents on the same subject, the document ranked higher in paragraph 5 prevails. Where a higher-ranked document is silent on a subject, the lower-ranked documents continue to apply in full.

Article 3 - Quotations and Formation

1.A quotation is valid for the period stated, or 30 calendar days if no period is stated, and is irrevocable during that period unless the quotation is expressly designated as non-binding.

2.Prices are exclusive of VAT and other taxes unless stated otherwise.

3.The Agreement is formed by written/digital acceptance, explicit instruction, or commencement with Client consent.

4.Obvious typographical, calculation or programming errors do not bind Voltair Studio where the error was reasonably apparent.

Article 4 - Performance

1.Voltair Studio performs the services to the best of its knowledge and ability and in accordance with professional standards.

2.Unless expressly agreed as a result obligation, the service is an obligation of means.

3.Delivery dates are not strict deadlines unless expressly agreed. Delays caused by missing input, approvals, third parties or scope changes reasonably shift the planning.

4.Voltair Studio may use employees, freelancers and specialist third parties subject to appropriate contractual and security requirements.

Article 5 - Client Dependencies

1.Client supplies timely content, access, credentials, specifications, licences, translations and feedback.

2.Client is responsible for the legality and accuracy of supplied materials, claims, product information, privacy texts, cookie choices, user data and instructions unless otherwise agreed.

3.Client provides required third-party accounts, including Apple Developer, Google Play Console and payment/SaaS accounts, unless Voltair Studio expressly provides account management.

4.Missing input may result in suspension and/or reasonable additional charges for rescheduling or reserved capacity, where foreseeable in advance.

5.To the extent permitted by law, Client indemnifies Voltair Studio against third-party claims directly arising from Client-supplied materials, data, content, brands, instructions or lack of required rights.

6.If Client maintains an instruction, choice or wish after Voltair Studio has warned in writing (including by email) that it is unrealistic, unsuitable, unsafe or technically unfeasible, the consequences, including loss, delay and Additional Work, are for Client’s account and risk. Voltair Studio is not obliged to carry out an instruction that is contrary to law.

Article 6 - Scope, Changes, Revisions and Additional Work

1.The SOW defines the exact scope. Only expressly included work is part of the fixed scope.

2.A revision round is one bundled set of concrete feedback. The standard maximum is two revision rounds per defined phase unless the SOW states otherwise.

3.New functionality, additional screens/templates, changes after phase approval, additional revisions and work caused by third-party changes are Additional Work.

4.Voltair Studio reports Additional Work in writing with a reasonable estimate. Work is performed after Client approval, except urgent steps reasonably necessary to prevent damage where direct communication is possible.

5.Unless agreed otherwise, Additional Work is charged at €65 per hour excluding VAT.

6.Client provides bundled feedback within 5 Business Days after a concept, design or interim result is sent, unless the SOW sets a different period. If Voltair Studio receives no feedback within that period, it sends a reminder. If feedback is still not received 5 Business Days after that reminder, the concept is deemed approved and Voltair Studio may start the next phase and invoice the related milestone.

7.If the included revision rounds within a phase do not lead to agreement on the result, the parties will consult. If that consultation does not lead to agreement within 10 Business Days, either party may terminate the relevant phase and the phases not yet performed in writing. Client then pays for the work performed up to that point at the agreed hourly rate, capped at the price agreed for those phases, and receives the work completed so far with the licence under Article 8 to the extent paid. The reserved-capacity fee under Article 20a(2)(c) is not payable in that case.

Article 7 - Payment

1.Invoices are payable within 14 days unless otherwise agreed.

2.Project milestone payments are specified in the SOW.

3.Business Clients are in default without notice when the payment period expires. From that moment, statutory commercial interest under Article 6:119a of the Dutch Civil Code is payable, to the extent applicable.

4.Extrajudicial collection costs may be charged in accordance with applicable Dutch law.

5.Upon non-payment, Voltair Studio may suspend work, staging or deployment to the extent legally permitted. Blocking or deleting Client data is only permitted under the Agreement, the DPA and applicable law. This does not affect Article 11c, paragraph 2.

6.Client must raise objections to an invoice in writing (including by email), with reasons, within the payment period. Client may only withhold payment of the disputed part; the undisputed part must be paid within the payment period.

7.A Business Client may not set off amounts owed against a claim on Voltair Studio, except to the extent that claim has been acknowledged in writing by Voltair Studio or established by a final court decision.

Article 8 - Intellectual Property and Source Code

1.Rights existing before or independently of the assignment, including Core Assets, methods, frameworks, libraries, tooling, generic components, templates and know-how, remain with the relevant rights holder.

2.For Deliverables specifically created for Client, after full payment Client receives the licence stated in the SOW. Unless otherwise agreed, this is perpetual, worldwide, royalty-free and non-exclusive and permits use, publication, exploitation, reproduction, modification and maintenance for Client business purposes.

3.The standard licence does not permit separate resale, sublicensing, distribution or commercialisation of Core Assets as standalone products.

4.A full transfer of copyrights requires a separate written deed and occurs after full payment to the extent the rights are transferable.

5.Third-party software, fonts, images, SDKs, libraries, APIs and open-source software remain subject to their own licence terms.

6.Client Content remains the property of Client or the relevant rights holder. For the term of the Agreement, Client grants Voltair Studio a non-exclusive, limited licence to use, reproduce, store and publish Client Content to the extent necessary to perform the Agreement, including hosting, backups and maintenance.

7.A Website consists of components with different legal positions: (a) Client Content (paragraph 6); (b) Deliverables created for Client (paragraphs 2 and 4); (c) Core Assets (paragraphs 1 and 3); and (d) Third Party components (paragraph 5).

8.The licence for Deliverables under paragraph 2 is tied to payment of the agreed project price and not to continuation of Website Care. Termination of Website Care does not affect this licence or any right already transferred (Article 20, paragraph 4).

9.After full payment of all amounts due, Client may request a transfer of the copyrights in the Deliverables created for Client. Voltair Studio will cooperate by means of the IP/source-code deed, excluding Core Assets and Third Party components. The standard transfer is included; additional assistance is Additional Work.

Article 8a - Portfolio and References

1.After go-live, Voltair Studio may name Client and use Client’s logo as a reference and may use publicly visible Deliverables (such as screenshots, screen recordings and a short project description) in its portfolio, on its website, on social media and in business development.

2.This right does not apply to Confidential Information, personal data, source code or unpublished parts, nor to the extent the parties have agreed an embargo or other restriction in the SOW or otherwise in writing.

3.Client may withdraw the use of its name and logo as a reference for the future in writing. Material already published will be adjusted within a reasonable period to the extent reasonably possible.

Article 9 - Delivery and Acceptance

1.Deliverables are delivered through staging, repository, hosting environment or another agreed method.

2.For Business Clients, the standard acceptance period is 10 Business Days unless the SOW states otherwise.

3.Acceptance occurs on express approval, production use, or expiry of the acceptance period without a concrete and substantiated rejection based on agreed acceptance criteria.

4.A rejection must identify reproducible defects or deviations from the SOW. Subjective preferences outside the agreed brief do not block acceptance.

5.The SOW should contain objective acceptance criteria and test cases where relevant.

Article 10 - Support, Bugs and Maintenance

1.A bug is a demonstrable and reproducible error in custom code causing non-conformity with written specifications.

2.Any free repair period applies only if stated in the SOW/SLA and does not limit statutory rights where applicable.

3.Issues caused by Client/third-party changes, third-party outages, changed APIs/platforms, unsupported software or new requirements are outside the free repair period.

4.Maintenance, security updates, framework upgrades, browser compatibility and support are included only if expressly agreed.

Article 11 - Hosting, Domains and Exit

1.Hosting and domain management are provided only when included in the SOW, the SLA or the Website Care package.

2.A Domain Name is registered in Client’s name as registrant and remains at all times with Client, including where Voltair Studio performs the registration, technical management or DNS settings on Client’s behalf. Where Voltair Studio purchases the Domain Name for Client, it is registered in Client’s name as registrant under a Voltair Studio account with a registrar; Voltair Studio then holds the Domain Name for Client and transfers it on request in accordance with Article 11c. Voltair Studio registers a Domain Name in its own name only where this is expressly recorded in the SOW or the Website Care package. Registration remains subject to registrar/registry terms.

3.For the term of the Agreement, Voltair Studio may perform the technical management of the Domain Name, including DNS settings, renewal and contact with the registrar. Registration and renewal costs are borne by Client and are invoiced separately each year at the agreed rate, unless agreed otherwise in writing. A different rate may apply to other or more expensive extensions.

4.Client remains responsible for correct registration details and for compliance with registrar and registry terms. Where the Domain Name is held under a Voltair Studio account, Voltair Studio will not let it lapse while Website Care continues and the amounts due have been paid.

5.Where accounts are maintained by Voltair Studio, ownership and access are governed by Article 6 (Exit) of the Hosting, Infrastructure & Exit Annex.

6.After termination and payment of amounts due, Client receives access to or an export of agreed data and Deliverables under the agreed exit procedure. Additional handover assistance is billable unless included.

7.Backups and technical data are deleted according to agreed retention periods and the DPA, subject to legal retention or legitimate litigation needs.

Article 11a - Website Care

1.Website Care is a recurring service for hosting, technical management, maintenance and support of a Website. The content and price of the selected package (such as Standard or Premium) are stated in the quotation, the SLA or the package description Voltair Studio has provided to Client.

2.Client chooses a monthly plan or an annual plan. A monthly plan is invoiced monthly in advance and may be terminated monthly on one month’s notice, effective at the end of a calendar month. An annual plan is invoiced in advance for 12 months, cannot be terminated during that term and does not give rise to a refund on early termination.

3.After an annual plan ends, the Agreement continues automatically on a monthly basis as a monthly plan, unless Client chooses a new annual plan.

4.Work outside the package, such as new pages or sections, new functionality, integrations, major design changes and writing or entering large amounts of content, is Additional Work (Article 6). Minor technical changes are included up to the monthly maximum stated in the package.

5.The backup frequency follows the selected package. Backups cover the code, the configuration and, where the Website has a database, that database, to the extent technically possible within the chosen hosting and database environment. A backup is not a guarantee that every file can be restored completely and without corruption (SLA Article 5, paragraph 5).

6.Costs of Third Parties required for the Website and taken out by Client itself, such as Client’s own database plan, are borne by Client (Article 12, paragraph 2). The costs of the backups that Voltair Studio performs as part of Website Care are included in the package price. Prices are exclusive of VAT. Indexation and price changes follow the SLA (Article 1a).

Article 11b - Technical Management and Access

1.Client authorises Voltair Studio, to the extent necessary for the agreed services, to access and carry out actions in the hosting environment, website files, databases, DNS settings, repositories and other technical systems of the Website.

2.Voltair Studio uses this access solely for hosting, security, backups, monitoring, maintenance, support and other agreed work. Personal data is processed only in accordance with Article 13 and the DPA.

3.Voltair Studio handles access credentials with care (Article 14 and the Security & Technical Measures Annex) and limits access to persons who need it (Article 4, paragraph 4). Client preferably provides access through separate users or delegated access, within the terms of the relevant Third Party, and notifies changes to access credentials in advance where they affect the services.

4.While the Agreement is in force, Voltair Studio is responsible for the technical services stated in the package or the SLA, within the limits of the SLA and Articles 10 and 17. Work designated as Additional Work is not included.

Article 11c - Termination of Website Care and Exit

1.On termination of Website Care, Client keeps the Domain Name. If the Domain Name is held in Client’s name and under Client’s account, Voltair Studio only ends its own access. If the Domain Name is held under a Voltair Studio account, Voltair Studio provides the transfer code within 10 Business Days of request and cooperates in the transfer to a registrar of Client’s choice. Technical blocks imposed by the registrar remain reserved.

2.Voltair Studio makes the transfer of a Domain Name conditional solely on payment of outstanding amounts that relate to the Domain Name itself.

3.If Client wishes to keep the Website after termination, then after payment of all amounts outstanding at that time and due up to the end date, Client receives the handover of the Website, including the components listed in Article 6, paragraph 5 of the Hosting, Infrastructure & Exit Annex, to the extent these are Client’s rights and accounts or licences permit. Article 8, paragraph 9 applies to Deliverables.

4.During the exit period of 30 days (Article 6, paragraph 6 of the Hosting, Infrastructure & Exit Annex) the Website remains available to the extent technically possible. The usual costs of Website Care and of Third Parties are charged pro rata for that period. The standard handover is included; additional assistance with the migration is Additional Work.

5.No account can be transferred on shared accounts or environments of Voltair Studio; Client then receives an export and the configuration.

6.After the exit period Voltair Studio withdraws its access or rotates the relevant credentials, and data and backups are deleted in accordance with Article 11, paragraph 7 and the DPA.

7.Termination of Website Care does not affect Article 8, paragraph 8 and Article 20, paragraph 4. This Article also applies where no Hosting, Infrastructure & Exit Annex has been concluded; where it has been concluded, the Annex prevails in accordance with Article 2, paragraph 5.

Article 11d - SEO Service

1.The SEO Service is aimed at improving the findability of the Website in search engines and comprises the work stated in the quotation or package description, such as keyword research, on-page optimisation, meta titles and descriptions, content optimisation and a monthly report. The SEO Service is a separate service and is not included in Website Care.

2.The SEO Service is an obligation of effort. Voltair Studio does not guarantee any particular ranking, number of visitors or other result, because these also depend on search engines and other factors beyond its control.

3.The SEO Service is entered into for a fixed term of 3 or 6 months, as agreed, and cannot be terminated during that term. Thereafter it continues on a monthly basis and Client may terminate it monthly on one month’s notice, effective at the end of a calendar month.

4.Client provides timely access to the Website and to relevant analytics tools, such as Google Search Console and analytics, and cooperates with proposed changes. Delay caused by missing access or cooperation does not reduce the fee.

5.Voltair Studio does not use techniques that conflict with search engine guidelines. Changes to the Website not made by Voltair Studio that affect the result are at Client’s risk.

6.The SEO Service is invoiced monthly in advance.

Article 12 - Third Parties

1.Voltair Studio may use cloud, hosting, analytics, payment, AI, maps, authentication and other third-party services.

2.Third-party charges are borne by Client where stated in advance or reasonably necessary for Client-selected functionality.

3.Voltair Studio is not liable for outages, price changes, policy changes or termination by third parties to the extent permitted by law. Required migration or rebuild may be Additional Work.

4.Voltair Studio does not guarantee approval by Apple, Google, payment providers or other third parties.

Article 13 - Privacy and Data Processing

1.The parties comply with applicable privacy law, including the GDPR.

2.Where Voltair Studio processes personal data on Client’s behalf, the DPA applies and prevails for personal-data processing.

3.Client remains responsible for lawful basis, transparency to end users, privacy notices, cookie compliance and required consent unless Voltair Studio expressly accepts these as a separate compliance service.

4.Voltair Studio does not use Client personal data for its own purposes except where an independent lawful basis exists and the roles are respected.

Article 14 - Security

1.Voltair Studio implements appropriate technical and organisational measures within the agreed scope.

2.The Security & Technical Measures Annex sets out detailed controls, incident response and backup/RTO/RPO where applicable.

3.No party guarantees absolute security or zero downtime. Client remains responsible for accounts, devices, content and access rights on its side.

4.Security incidents affecting Client data are handled under the DPA and incident procedure.

Article 15 - AI and Automated Systems

1.Where AI systems are used, the SOW or AI Addendum identifies relevant providers and the applicable provider/deployer allocation.

2.Voltair Studio may use AI for code assistance, analysis, documentation or design subject to scope, confidentiality, security and privacy requirements.

3.Confidential information and personal data will not be sent to AI services where this conflicts with the DPA, Client instructions, agreed security measures or applicable law.

4.AI output is not guaranteed to be error-free, unique or free of third-party claims. Human review and transparency are used where appropriate.

5.Where AI Act obligations apply, responsibilities are allocated expressly in the AI Addendum or SOW.

Article 16 - Accessibility and Legal Compliance

1.Unless expressly included, the assignment does not include a complete legal compliance audit of the website, app or business model.

2.For relevant projects, the SOW states whether WCAG or a statutory accessibility requirement applies.

3.Client is responsible for Client-supplied content and legal requirements arising solely from Client’s business model unless otherwise agreed.

Article 17 - Liability

1.To the extent permitted by law, Voltair Studio is liable only for direct loss directly caused by an attributable failure to perform.

2.For Business Clients, the total liability of Voltair Studio per event or related series of events is limited to the lower of: (a) the amount actually paid by Client under the relevant SOW/service during the 12 months preceding the event, with a one-off SOW capped at the fee paid for that SOW; and (b) the amount paid out by Voltair Studio’s professional liability insurance (beroepsaansprakelijkheidsverzekering) in the relevant case, plus the deductible borne by Voltair Studio under that insurance. If no cover exists or the insurer does not pay out for any reason, only the amount under (a) applies.

3.Indirect loss, consequential loss, lost profits, lost savings, loss of goodwill and business interruption are excluded to the extent permitted by law.

4.Loss caused solely by third parties, Client-supplied data/content, unauthorised changes or use outside scope is excluded to the extent permitted by law.

5.The limitations do not apply where exclusion is prohibited by mandatory law, including damage caused by intent or wilful recklessness of Voltair Studio’s management and other mandatory cases.

6.Client must take reasonable mitigation measures and notify loss without undue delay.

7.Liability of Voltair Studio for an attributable failure arises only if Client promptly gives Voltair Studio proper written notice of default, setting a reasonable period to remedy the failure, and Voltair Studio still fails attributably after that period. The notice must describe the failure as completely and in as much detail as possible. No notice is required where performance is permanently impossible.

8.Any claim for damages against Voltair Studio lapses 12 months after Client became aware, or could reasonably have become aware, of the loss and of Voltair Studio as the liable party, unless Client has commenced legal proceedings within that period. This paragraph does not apply in the cases referred to in paragraph 5.

Article 18 - Force Majeure

1.Force majeure includes circumstances beyond reasonable control, such as internet/network outages, power failure, large-scale cyber attacks, government measures, illness of key personnel where no replacement is reasonably available, and upstream cloud/infrastructure supplier failures.

2.Deadlines are suspended during force majeure.

3.If force majeure continues for more than 60 consecutive days, either party may terminate the affected part without damages, subject to payment for work performed and non-cancellable costs to the extent permitted by law.

Article 19 - Confidentiality

1.The parties keep confidential information confidential and use it only for performance of the Agreement.

2.The obligation does not apply to information demonstrably public, lawfully already known, independently developed or required to be disclosed by law/court order.

3.Where legally permitted, the other party is informed before mandatory disclosure.

4.Confidentiality continues during the Agreement and for five years thereafter; trade secrets remain protected for as long as they qualify as trade secrets or otherwise remain non-public confidential information.

Article 20 - Termination

1.Term, notice and termination for cause are set out in the MSA/SOW/SLA, subject to Article 20a; Articles 11a, 11c and 11d apply to Website Care and the SEO Service.

2.For a material breach, the defaulting party receives a reasonable cure period unless cure cannot reasonably be required.

3.Voltair Studio may suspend or terminate immediately for insolvency, bankruptcy, cessation of business or serious security/compliance risk caused by Client, to the extent permitted by law.

4.Termination does not affect accrued payment obligations, paid-up IP rights, confidentiality, liability or provisions intended to survive.

Article 20a - Cancellation of Projects

1.Article 7:408(1) of the Dutch Civil Code does not apply. Client may cancel an SOW before delivery only in accordance with this article, by written notice to Voltair Studio.

2.Upon cancellation Client owes: (a) payment for work performed up to the cancellation date, pro rata to progress for a fixed fee and otherwise at the agreed hourly rate; (b) third-party costs incurred or non-cancellable by Voltair Studio; and (c) a reserved-capacity fee of 25% of the part of the agreed project price not already payable under (a).

3.Amounts already paid are set off against amounts payable under paragraph 2. After payment, Voltair Studio delivers the work completed up to the cancellation date, with the licence under Article 8 to the extent the relevant part has been paid.

4.This article does not affect the parties’ rights in the event of an attributable failure by the other party.

Article 21 - Changes

1.New versions apply to new agreements.

2.Changes to ongoing B2B agreements are made only under the MSA/SOW or a valid contractual change mechanism with reasonable prior notice where required.

3.Price changes for recurring services require a contractual basis and comply with any applicable termination right.

Article 22 - Governing Law and Jurisdiction

1.Dutch law applies.

2.The parties will first attempt to resolve disputes amicably.

3.Disputes between Voltair Studio and a Business Client shall be submitted exclusively to the competent court of the District Court of Limburg (Rechtbank Limburg), without prejudice to mandatory rules of jurisdiction.

Article 23 - Final Provisions

1.If a provision is invalid or annulled, the remaining provisions remain effective and the parties will replace the affected provision with a valid one approximating its purpose.

2.Electronic communications and electronic signatures may be used to conclude and approve agreements to the extent legally permitted.

3.This version was adopted in September 2026.

4.Client hereby consents in advance, within the meaning of Article 6:159(3) of the Dutch Civil Code, to the transfer of the Agreement by Voltair Studio to a legal entity continuing Voltair Studio’s business, such as a private limited company incorporated by its owner, provided the services continue substantially unchanged. Voltair Studio will notify Client of the transfer in writing.

5.Between Voltair Studio and a Business Client, Voltair Studio’s records, including time records, project communications, approvals and payment data, constitute evidence of the data recorded therein, subject to proof to the contrary by Client.

Article 24 - Language and precedence

1.These English-language terms are a translation of Voltair Studio’s Dutch B2B terms.

2.In the event of discrepancies between the Dutch and English versions, the Dutch version shall prevail.

3.The contractual order of precedence is governed by the Dutch B2B terms, the MSA/SOW/SLA/DPA/IE deed and other project-specific documents as stated therein.