General Terms and Conditions VB Optimum B.V.

Version: 2.0 – Date: 1 January 2026

Article 1. Definitions and Applicability

1.1 In these terms and conditions, the following definitions apply:
“VBoptimum”: the private limited company VB Optimum B.V., established in Geldermalsen, registered with the Chamber of Commerce under number 88485250.
“Client”: any natural or legal person that makes use of the services of VBoptimum.
“Agreement”: any agreement concluded between the parties, including the quotation/order confirmation, these General Terms and Conditions, the applicable SLA(s) and any appendices, including applicable third-party and license conditions.
“Services”: all activities, products, software access and advice provided by VBoptimum, including but not limited to: consultancy, monitoring, control of installations, energy management and data-driven optimization.
“Software”: the cloud-based tools offered by VBoptimum for the control, optimization and analysis of climate installations and electrical assets.

1.2 These general terms and conditions apply to all offers, agreements and legal acts under which VBoptimum provides services.

1.3 Deviations from these terms and conditions are only valid if agreed in writing.

1.4 If VBoptimum applies additional Service Level Agreements (SLAs) for specific services, these SLAs form part of the Agreement.
In the event of a conflict between these General Terms and Conditions and an SLA, the SLA shall prevail insofar as it concerns the specific services to which that SLA relates, including service levels, incident handling, maintenance, reporting and termination of the service.
For other matters, including price, payment and general liability limitations, these General Terms and Conditions shall remain in force, unless expressly stated otherwise in the SLA.

1.5 The DNR 2011 shall apply exclusively to activities consisting solely of advisory, consultancy or design services to which no Service Level Agreement applies, insofar as these activities by their nature qualify as advisory or engineering services within the meaning of the DNR 2011.

1.6 (License) terms of third parties, including but not limited to Priva ecoBuilding, shall apply only insofar as this is technically necessary for the use of software or cloud services provided by such third party, and only for the relevant component. These third-party terms can never detract from the applicability of the Agreement, the SLA or these General Terms and Conditions for other components of the Service.

1.7 In the event of a conflict, the Agreement, an applicable SLA and these General Terms and Conditions shall prevail over the DNR 2011 and third-party (license) terms.

Article 2. Amendment of Terms and Conditions

2.1 VBoptimum reserves the right to unilaterally amend these terms and conditions. Amendments will be communicated to the client in an appropriate manner at least 30 days prior to their entry into force, including via electronic communication or the customer portal.

2.2 If the client does not agree with the amendment, the client has the right to terminate the agreement in writing, subject to a notice period of 14 days.

Article 3. Formation of the Agreement

3.1 An agreement is formed at the moment VBoptimum confirms an order from the client in writing or actually commences execution of the order.

3.2 Additional agreements or amendments are only binding if confirmed in writing.

Article 4. Obligations of the Client

4.1 The client shall provide all information and cooperation required for the proper performance of the agreement.

4.2 The client is responsible for the correct use of the software and services and for complying with the instructions of VBoptimum.

Article 5. Performance of the Services

5.1 VBoptimum shall make every effort to perform the services to the best of its knowledge and ability.

5.2 VBoptimum may engage third parties in the performance of its services.

5.3 If a service is (partly) dependent on external suppliers or components, VBoptimum shall make every effort to maintain continuity of the service or to offer suitable alternatives.

5.4 Use of third parties and technology partners: VBoptimum is entitled to make use of third parties and technology partners in the performance of its services, including suppliers of software, platforms, cloud infrastructure and hardware.
VBoptimum remains responsible for the provision of its services, but cannot provide guarantees regarding the availability, performance or continuity of systems and components supplied or managed by third parties.

Article 6. Use of Software

6.1 The client obtains a non-exclusive, non-transferable right to use the software for the duration of the agreement.

6.2 The client is not permitted to copy, modify, distribute or reverse engineer the software, unless mandatory law permits otherwise.

6.3 Responsibility for installations and assets: The client is responsible for the correct operation, availability and maintenance of its own installations, assets, hardware, network infrastructure and internet connections.

6.4 VBoptimum is not responsible for malfunctions, performance limitations or damage resulting from defects in or non-compliance with the technical requirements of these systems.

Article 7. Prices and Payment

7.1 All prices are exclusive of VAT and other government levies.

7.2 Payment must be made within 30 days of the invoice date, unless otherwise agreed in writing.

7.3 In the event of late payment, the client shall be in default by operation of law and statutory interest shall be due.

Article 8. Liability and Force Majeure

8.1 VBoptimum shall only be liable for direct damage resulting from an attributable failure in the performance of the agreement.

8.2 VBoptimum shall never be liable for indirect or consequential damage, including but not limited to loss of profit, missed savings, loss of data, reduced goodwill, business interruption, comfort complaints, reduced energy performance or damage resulting from (partial) failure of installations.

8.3 The liability of VBoptimum is limited to the agreed annual fee (excluding VAT), with a maximum of €10,000 per event or series of events with the same cause.

8.4 Insofar as the services of VBoptimum consist of advisory, consultancy or design services and no Service Level Agreement applies thereto, VBoptimum shall be subject to an obligation of best efforts. Insofar as the DNR 2011 contains provisions regarding the nature and extent of liability for such activities, the DNR 2011 shall apply in addition to this article, with the understanding that the liability limitations and exclusions set out in this article shall remain fully applicable.

8.5 Insofar as a applicable Service Level Agreement contains specific provisions regarding liability for the relevant Service, those provisions shall prevail over this article, exclusively for that Service.

8.6 VBoptimum is not liable for damage resulting from the bankruptcy or the (temporary) unavailability of its suppliers or subcontractors. VBoptimum shall make every effort to offer an alternative solution or reasonable transition.

8.7 If external circumstances, such as changes in laws and regulations, market conditions or supply problems, result in the performance of the agreement becoming unreasonably burdensome or impossible for VBoptimum, VBoptimum has the right to suspend or terminate the agreement in whole or in part. In such cases, VBoptimum shall make every effort to continue the services or offer an alternative.

8.8 Force majeure means any circumstance beyond the control of VBoptimum that temporarily or permanently prevents the fulfilment of its obligations. This includes, among other things: network failures, government measures, cyberattacks, strikes or force majeure on the part of suppliers. In the event of force majeure, VBoptimum is entitled to suspend its obligations or terminate the agreement in whole or in part without liability for damages. VBoptimum shall make every effort to limit the consequences for the client and to offer alternatives where possible.

8.9 If VBoptimum uses third-party software or systems in the provision of its services, such as cloud service providers, its liability towards the client shall in any case be limited to the amount that VBoptimum can recover from its supplier, insofar as the damage was caused by a failure of that third party and lies outside the sphere of influence of VBoptimum. VBoptimum shall make reasonable efforts to seek recourse against the relevant supplier where possible.

8.10 If the damage is (partly) caused by a defect in the software or service of a third party with whom VBoptimum cooperates, and that party can be held liable for such defect, the client agrees that VBoptimum is only required to fulfil any compensation obligations insofar as VBoptimum actually receives compensation from that third party, all in accordance with the provisions of this article.

Article 9. Intellectual Property

9.1 All intellectual property rights to the software and other materials remain vested in VBoptimum or its licensors.

9.2 The client only acquires the rights of use expressly granted in these terms and conditions or otherwise explicitly granted.

Article 10. Privacy and Data Processing

10.1 VBoptimum shall comply with applicable privacy legislation in the performance of the agreement.

10.2 If VBoptimum acts as a processor, additional agreements shall be laid down in a data processing agreement.

Article 11. Term and Termination

11.1 The agreement is entered into for an indefinite period, unless otherwise agreed in writing.

11.2 Both parties may terminate the agreement in writing, subject to a notice period of 1 month.

11.3 VBoptimum may terminate the agreement with immediate effect if the client is in default or declared bankrupt.

11.4 Upon termination of the Agreement, VBoptimum is entitled to terminate access to its services, software and portals and to deactivate any active control or integrations.

11.5 The manner in which data remains temporarily available after termination and can be exported is further elaborated in the applicable Service Level Agreement.

Article 12. Suspension

12.1 VBoptimum is entitled to suspend its obligations if the client fails to fulfil its obligations.

Article 13. Applicable Law and Choice of Forum

13.1 These terms and conditions are governed exclusively by Dutch law.

13.2 Disputes shall be submitted to the competent court of the District Court of Gelderland, location Arnhem, unless mandatory law provides otherwise.

Article 14. Final Provisions

14.1 If any provision of these terms and conditions proves to be null and void or voidable, this shall not affect the validity of the remaining provisions.

14.2 In such case, the parties shall consult with each other to replace the relevant provision with a provision that has as much the same effect as possible.

Article 15. Confidentiality and Security

15.1 The parties undertake to maintain confidentiality of all information designated as confidential or that can reasonably be regarded as confidential.

15.2 VBoptimum shall take appropriate technical and organizational measures to protect data and systems against loss, unauthorized access or damage.

15.3 These obligations shall remain in force after termination of the agreement.