Terms of service

BNK KAM — General Terms and Conditions

BNK KAM, established at De Nieuwe Erven 3, Unit 15157, 5431 NV Cuijk, the Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) under number 94545146. Email: info@bnkkam.com. Website: bnkkam.com.

How to read these terms. Part I applies to everything we do. It is followed by a module per service containing additional provisions; only the module for the service you purchase applies to you. Where a module deviates from Part I, the module prevails. If you are a consumer, Annex 1 applies in addition, and it prevails over anything conflicting with it.

Which parts apply to you? Find your situation in this table and read only those parts. The other modules concern services you do not purchase. They are included so that you can see which arrangements we apply and therefore what does not apply to you.

What you purchase	What applies to you
An ebook, prompt pack or other digital product	Part I · Module E · Annex 1 if you are a consumer · Annex 2
A website or brand expression	Part I · Module A · Annex 1 if you are a consumer · Annex 2
Advice or a sparring engagement	Part I · Module B · Annex 1 if you are a consumer
An application or data system that we build for you and on which you obtain a right of use	Part I · Module C, form 1 · Annex 1 if you are a consumer · Annex 2
An application that we build for you and thereafter transfer to you in full	Part I · Module C, form 2 · Annex 1 if you are a consumer · Annex 2
An application on subscription	Part I · Module D · Annex 1 if you are a consumer · Annex 2

So if you buy an ebook, the provisions on source code, escrow, availability and advice do not apply to you. You may skip Parts III to V inclusive.

PART I — GENERAL
PART II — MODULE A: WEB DESIGN ATELIER
PART III — MODULE B: CONSULTANCY
PART IV — MODULE C: DATA AND AI ENGINEERING
PART V — MODULE D: APPLICATION SUBSCRIPTION
PART VI — MODULE E: DIGITAL PRODUCTS
ANNEX 1 — ADDITIONAL PROVISIONS FOR CONSUMERS
ANNEX 2 — RULES OF USE

PART I — GENERAL

Article 1 — Definitions

1.1 BNK KAM: the sole proprietorship BNK KAM, established at De Nieuwe Erven 3, Unit 15157, 5431 NV Cuijk, Chamber of Commerce (KvK) no. 94545146.

1.2 Client: the counterparty of BNK KAM. Where these terms make a distinction, the following applies:

Business client: a legal person or a natural person acting in the exercise of a profession or business.
Consumer: a natural person not acting in the exercise of a profession or business.

1.3 Contract: every agreement between BNK KAM and the client, including the order confirmation, these terms and all annexes thereto.

1.4 Services: all activities of BNK KAM, including web design and development, advice, developing applications and data systems, making applications available on subscription, and supplying digital products.

1.5 Application: a software application that BNK KAM builds for the client or makes available to the client as a service.

1.6 Digital product: digital content that BNK KAM supplies as a separate product, such as an ebook, a prompt pack or a template.

1.7 Subscription: a contract under which BNK KAM makes an application or service available for a definite or indefinite period against periodic payment.

1.8 Materials: all works produced by BNK KAM, including designs, texts, images, source code, models, documentation and reports.

1.9 Building blocks: components that BNK KAM developed before or outside the assignment and uses for more than one client, including frameworks, component libraries, scripts, models and the KAM system.

1.10 KAM: the system developed by BNK KAM that underlies its services. KAM is a product name and remains untranslated in all languages.

1.11 In writing: also by email and via a digital environment offered by BNK KAM, provided the content can be stored and consulted later.

Article 2 — Applicability and order of precedence

2.1 These terms apply to all offers, quotations, contracts and deliveries of BNK KAM.

2.2 Departures from these terms apply only where BNK KAM has accepted them in writing, and only for the contract for which they were agreed.

2.3 The applicability of purchasing or other terms of the client is expressly rejected. Where the client refers to his own terms, no effect attaches to that reference, even where BNK KAM does not expressly reject it.

2.4 In the event of conflict, the following order of precedence applies, the earlier prevailing over the later: 1. Annex 1 (additional provisions for consumers), insofar as the client is a consumer; 2. the written order confirmation or contract; 3. the project-specific annexes belonging to the order confirmation, including the specification and the acceptance criteria; 4. the data processing agreement, insofar as the processing of personal data is concerned; 5. the Service Level Agreement, insofar as availability and support are concerned; 6. the module applicable to the service from Parts II to VI; 7. Part I of these terms; 8. Annex 2 (rules of use); 9. other documents referred to in the contract.

2.5 These terms are provided to the client before or at the time the contract is concluded and can be consulted and downloaded via bnkkam.com. On request, BNK KAM sends them free of charge via info@bnkkam.com.

2.6 The Dutch text of these terms is binding. Translations are provided for information purposes only; in the event of a difference between language versions, the Dutch text prevails.

Article 3 — Offers and formation

3.1 All quotations are without obligation and valid for 30 days from their date, unless stated otherwise therein.

3.2 The contract is formed at the moment the client accepts the quotation in writing, or at the moment BNK KAM begins performance with the client's consent.

3.3 Manifest errors and clerical mistakes in a quotation do not bind BNK KAM.

3.4 A composite price quotation does not oblige BNK KAM to perform part of it for a proportionate part of the price.

Article 4 — Performance

4.1 BNK KAM performs the contract to the best of its insight and ability and in accordance with the requirements of good workmanship. Unless expressly agreed otherwise, this is an obligation of effort and not an obligation of result.

4.2 Stated periods are indicative and not strict deadlines, unless the parties have expressly designated a period as a strict deadline. Exceeding a period gives no right to damages or termination, unless BNK KAM remains in default after written notice of default granting a reasonable period. Where the client is a consumer, Annex 1 under K9.4 applies. Consumers additionally retain the statutory rights that cannot be excluded by contract.

4.3 BNK KAM may engage third parties. It remains responsible towards the client for the manner in which those third parties perform the agreed work, subject to the limitations in Article 15.

4.4 BNK KAM determines itself how and by whom the work is performed, taking account of the client's wishes.

4.5 BNK KAM grants no exclusivity. It may also work for other clients, including undertakings active in the same sector or market as the client, provided it observes the confidentiality of Article 10. Where the client does want exclusivity, this is agreed separately in writing, stating the scope, the duration and the fee payable for it.

4.6 Third-party dependencies. Where a service or a delivered result depends on a service, interface, platform, model or component of a third party that is not an auxiliary person engaged by BNK KAM, that dependency functions for as long as that third party maintains its service and the interface to it. BNK KAM is not responsible for malfunctions, changes, restrictions, price changes or discontinuation on the part of that third party, unless this is attributable to BNK KAM or the contract provides otherwise. Repair or replacement is additional work in that case. This paragraph leaves Article 4.3 unaffected, as well as what the data processing agreement provides regarding BNK KAM's liability for sub-processors.

Article 5 — Obligations of the client

5.1 The client provides in good time all data, access, cooperation and decisions that BNK KAM needs for performance.

5.2 The client warrants the accuracy, completeness and lawfulness of what he supplies. BNK KAM is not obliged to investigate supplied data for accuracy.

5.3 The client warrants that he is entitled to provide the supplied materials and data to BNK KAM and that their use does not infringe the rights of third parties.

5.4 Where the client remains in default, BNK KAM may suspend performance and charge the resulting costs and waiting hours at the agreed rate.

5.5 The client designates one contact person authorised to take decisions on his behalf regarding the performance of the assignment. The name of that contact person is recorded in the order confirmation. BNK KAM may assume that what this person instructs or approves binds the client. Where the client wishes to designate another contact person or to limit that person's authority, he notifies this in writing in advance; a limitation takes effect only after BNK KAM has received that notification.

Article 6 — Prices, payment and indexation

6.1 All prices are in euros and exclusive of turnover tax and other levies, unless expressly stated otherwise. In sales to consumers, prices are stated inclusive of turnover tax.

6.2 Payment is made within 14 days of the invoice date, unless agreed otherwise. For digital products and subscriptions, payment is made in advance.

6.3 BNK KAM may require an advance payment of up to 50% of the contract sum and may suspend performance until that advance has been paid.

6.4 Where the payment period is exceeded, the client is in default by operation of law, without notice of default being required. From that moment the following is due:

from a business client: the statutory commercial interest under Article 6:119a of the Dutch Civil Code and extrajudicial collection costs of 15% of the principal sum with a minimum of € 100;
from a consumer: the statutory interest and collection costs in accordance with the Dutch Decree on compensation for extrajudicial collection costs, after a reminder with a 14-day period has been sent.

6.5 The client may not suspend payment and may not set off, unless he is a consumer or unless the claim has been acknowledged by BNK KAM or established irrevocably in law.

6.6 BNK KAM may adjust its rates annually as of 1 January in line with the consumer price index of Statistics Netherlands over the preceding twelve months. An increase that solely follows this index gives no right to terminate. Where a price increase is implemented within three months of the conclusion of the contract, the client may terminate the contract, irrespective of the ground for the increase. Where the client is a consumer, Annex 1 under K7.2 applies and the phrase that an increase solely following the index gives no right to terminate does not apply towards him.

6.7 A price change that goes beyond the index is announced by BNK KAM in writing at least two months in advance. The client may then terminate the contract with effect from the date of entry into force. For consumers this right of termination always applies.

6.8 Complaints about an invoice do not suspend the payment obligation and must be notified in writing within 14 days of the invoice date. Where the client is a consumer, Annex 1 under K9.5 applies.

6.9 All costs of collection are borne by the client. These include, in addition to the extrajudicial costs referred to in 6.4, the reasonably incurred legal costs and costs of enforcement, including costs of legal assistance, of a collection agent, of prejudgment and executory attachment and of the bailiff, including insofar as these exceed the scale of costs awarded by the court. This compensation is not due insofar as the client is found to be in the right. This paragraph does not apply where the client is a consumer; towards him only the statutory rules on legal costs apply.

Article 7 — Additional work and changes

7.1 Where the client wishes changes or additions to the agreed work, he notifies this in writing.

7.2 BNK KAM performs additional work only after a written instruction, stating the consequences for price and planning. For minor changes requiring less than two hours, confirmation by email suffices.

7.3 BNK KAM is not obliged to comply with a request for a change where this substantially alters the nature or scope of the assignment.

7.4 Additional work is charged at the agreed hourly rate, or at BNK KAM's usual rate where no rate has been agreed.

Article 8 — Delivery and acceptance

8.1 BNK KAM notifies in writing when a deliverable is ready for acceptance.

8.2 The client tests within 10 working days of that notification and reports defects in writing and with reasons. For consumers, no forfeiture period shorter than the statutory periods applies.

8.3 Where the client reports no defects within that period, or takes the result into use for production purposes, the result is deemed accepted.

8.4 Defects of a minor nature that do not impede the intended use do not prevent acceptance. BNK KAM remedies these within a reasonable period.

8.5 Remedying defects not attributable to BNK KAM constitutes additional work.

Article 9 — Intellectual property

9.1 All intellectual property rights in the Materials and in the Building blocks vest in BNK KAM, unless agreed otherwise in writing.

9.2 Insofar as rights are transferred to the client in a module or in the contract, such as in a transfer under Article A9 or Article C15, that transfer takes place by deed and only after payment in full of all claims outstanding at that time. Until that moment the client has a revocable right of use in respect of the Materials to be transferred. Article 9.13 determines when and how that right of use may be revoked and what the consequences are. This paragraph and Article 9.13 do not apply in the case of a subscription. Under a subscription no rights are transferred and, in the event of payment default, only suspension of access under Article D10 applies.

9.3 The Building blocks are never transferred. Where a result delivered to the client contains Building blocks, the client obtains in respect of them a non-exclusive, non-transferable and perpetual right of use insofar as necessary for the agreed use of that result.

9.4 The client may not reproduce, make public or make available to third parties the Materials outside the agreed use, and may not remove any indications concerning rights.

9.5 BNK KAM indemnifies the client against third-party claims for infringement of intellectual property rights by the Materials, provided the client informs BNK KAM without delay, leaves the handling of the matter entirely to BNK KAM and makes no acknowledgement of liability. This indemnity does not apply to materials supplied or prescribed by the client, nor to use outside what was agreed, and is limited to the amount stated in Article 15.

9.6 Where a Material proves to infringe, BNK KAM may, at its own choice, acquire a right of use, replace or adapt the Material, or terminate the contract with repayment of the fee paid less a reasonable fee for use.

9.7 BNK KAM may use the client's name and logo and a brief description of the work delivered for its own promotion, unless the client objects in writing. BNK KAM uses images in which persons are recognisable only with prior consent.

9.8 Prohibition on imitation. The client shall not reproduce, imitate or derive from the Materials, the Building blocks and the systems of BNK KAM outside the agreed use. Points a, b, e and g below apply only towards a business client; points c, d, f and h apply towards every client. In particular, the client is not permitted to:

a. use the services to develop, or have developed, a competing or substitute product;
b. adopt the structure, screen design, navigation, working method or data model in another product;
c. reuse documentation, training material, templates or texts of BNK KAM outside his own use;
d. read out, search or copy the interface by automated means outside the interfaces intended for that purpose;
e. use output of the systems for training, fine-tuning or evaluating a model that competes with BNK KAM;
f. publish the results of a technical benchmark or performance measurement where that measurement cumulatively (i) is non-public in nature, (ii) relates specifically to non-public systems or components of BNK KAM, and (iii) would thereby disclose confidential technical information as referred to in Article 9.10. Where the client nevertheless wishes to publish such a measurement, he submits the measurement design and the results to BNK KAM at least ten working days in advance, solely so that it can indicate which components are confidential; BNK KAM may not block publication on any other ground and does not withhold its response on unreasonable grounds. This point does not restrict the posting of a review, the sharing of personal experiences, usage figures or screenshots, measurement of publicly accessible components of the services, comparative advertising that meets the statutory requirements, or any other expression covered by freedom of expression;
g. use the name or logo of BNK KAM in comparative advertising without prior written consent;
h. have the foregoing carried out by a third party or cooperate in it.

9.9 What is expressly permitted. This prohibition does not affect rights expressly conferred by law that cannot be excluded by contract. The client may observe, study and test the functioning of a program in order to determine the underlying ideas and principles, and may decompile insofar as necessary to achieve interoperability with other software. Nor does this prohibition affect the use of open-source components under their own licence, responsible security research as referred to in Annex 2 under G3, the client's own data, or inspection by a competent supervisory authority.

9.10 The design as a trade secret. The structure, the design, the data model and the working method of BNK KAM's systems have commercial value for BNK KAM because they are not generally known or readily accessible. The parties designate this information as a trade secret within the meaning of the Dutch Trade Secrets Protection Act, insofar as it meets the statutory requirements for that, and in any event treat it as confidential information within the meaning of Article 10. The client grants access to it only to persons who need it for the agreed use and imposes an equivalent duty of confidentiality on them. The obligations under this paragraph and under Article 10 constitute the reasonable steps taken to keep the information secret, as referred to in the Dutch Trade Secrets Protection Act.

9.11 Liquidated damages. In the event of a breach of Article 9.8, a business client owes BNK KAM immediately payable compensation of € 25,000 per breach, increased by € 1,000 for each day the breach continues after BNK KAM has drawn attention to it. Notice of default is not required. This compensation serves to compensate damage that by its nature is difficult to establish and does not have the character of a penalty. Where the actual damage proves higher, BNK KAM may claim full damages instead of the immediately payable compensation. This paragraph does not apply where the client is a consumer; towards a consumer only the damage actually suffered applies.

9.12 Duration and scope. Articles 9.8 to 9.11 apply for the term of the contract and for twenty-four months thereafter. Article 9.10 continues to apply for as long as the information concerned is not generally known or readily accessible. In the case of a transfer as referred to in Article C15, these provisions continue to apply in full to the Building blocks and to everything else not transferred.

9.13 Revocation of the provisional right of use. This article applies only to a right of use granted under Article 9.2 in the context of a transfer not yet completed, and therefore not in the case of a subscription. Where the client is in default of payment, or breaches Article 9.4, Article 9.8 or Annex 2, and that default or breach justifies revocation, BNK KAM may revoke that right of use in writing. Before doing so it grants the client a final period of fourteen days to perform after all. Revocation is not termination and leaves the contract in place. After revocation the client ceases use of the materials to which the revoked right of use relates, removes them from his environments and destroys the copies he holds of them, save for one archive copy and save for what he must retain under a statutory retention obligation. He confirms this in writing on request. Where he performs his obligations after all, the right of use revives.

9.14 Knowledge, techniques and generic solutions. Without prejudice to Article 10 and without prejudice to a transfer as referred to in Article A9 or C15, BNK KAM remains free to use and further develop for other clients the knowledge, experience, methods, techniques and general programming and design solutions it acquires or develops in performing an assignment. In doing so it shares no confidential information of the client and uses nothing designed exclusively for him and characteristic of him. Where a module refers to generic modules or generic solutions, these are thereby equated with Building blocks, whether developed before, during or outside the assignment.

Article 10 — Confidentiality

10.1 The parties keep secret all information they receive from each other of which the confidential nature is known or may reasonably be assumed.

10.2 This obligation does not apply to information that is public without breach of this provision, that the recipient already lawfully knew, or that must be provided under the law or a court order. In the latter case the recipient informs the other party in advance, insofar as this is permitted.

10.3 The obligation remains in force for three years after the end of the contract, and without limitation for trade secrets within the meaning of the Dutch Trade Secrets Protection Act.

10.4 BNK KAM imposes an equivalent duty of confidentiality on its staff and engaged third parties.

Article 11 — Personal data

11.1 Where BNK KAM processes personal data on behalf of the client in performing the contract, BNK KAM acts as processor and the client as controller. In that case the parties conclude BNK KAM's data processing agreement, which forms an integral part of the contract. Where the client is a consumer, BNK KAM processes the personal data obtained in the context of the contract as controller. In that case its privacy and cookie policy applies, no data processing agreement is concluded, and paragraphs 11.2 and 11.4 do not apply. The qualification of the parties as controller, joint controller or processor is determined on the basis of the actual purposes and means of the processing concerned; this paragraph describes that allocation and does not alter it.

11.2 The client warrants that he has a valid basis for the processing and that he complies with his information obligations towards data subjects.

11.3 BNK KAM's privacy and cookie policy applies to personal data that BNK KAM processes for its own purposes, such as client administration and website visits.

11.4 The client notifies BNK KAM of a suspected or actual personal data breach affecting the services supplied by BNK KAM without delay and at the latest within 24 hours of discovery.

11.5 Artificial intelligence and third parties. Whether a supplied service works with artificial intelligence, and whether a third-party model is engaged for that purpose, differs per assignment and per application. The quotation states this; where it states nothing, no third-party model is engaged. Article C12.6 describes the four situations that may arise and sets out what applies in each for all services. Insofar as BNK KAM acts as processor for the processing concerned, the provider is engaged as a sub-processor and Articles 4 and 5 of the data processing agreement apply.

Article 12 — Security

12.1 BNK KAM takes appropriate technical and organisational measures to secure the systems and data in its keeping, having regard to the state of the art and the nature of the data.

12.2 The client is responsible for managing his own access credentials. Acts performed using the client's login details are for his account and risk.

12.3 The client reports a suspicion of misuse to BNK KAM without delay.

12.4 BNK KAM does not guarantee absolute security. The occurrence of a security incident does not automatically mean that BNK KAM has failed to perform. Liability is assessed on the basis of the agreed security measures and the circumstances of the case.

Article 13 — Back-ups and data loss

13.1 For subscriptions, BNK KAM makes back-ups in accordance with the Service Level Agreement. In the absence of an SLA, the back-up frequency and retention period stated in the contract or service description apply. For other services, the client is himself responsible for safeguarding his data, unless agreed otherwise in writing.

13.2 BNK KAM endeavours to restore lost data from the most recent back-up. It is not liable for the loss of data created or changed since that back-up.

13.3 The client ensures that he keeps his own copy of data he makes available to BNK KAM.

Article 14 — Rules of use

14.1 The client uses the services in accordance with Annex 2 (Rules of use), which forms part of these terms.

14.2 In the event of a serious or repeated breach, BNK KAM may suspend the service or terminate the contract with immediate effect, after a warning unless the nature of the breach justifies immediate intervention.

14.3 Where BNK KAM provides storage of information supplied by the client or his users, the provisions of Annex 2 under G5 apply in addition to measures it takes in respect of that information.

Article 15 — Liability and responsibility for decisions

15.1 BNK KAM is liable only for direct damage resulting from an attributable failure to perform or a wrongful act.

15.2 Direct damage means only: reasonable costs of establishing the cause and extent of the damage; reasonable costs of bringing the performance into conformity with the contract, insofar as attributable to BNK KAM; and reasonable costs of preventing or limiting damage.

15.3 BNK KAM is not liable for indirect damage, expressly including: lost profit, lost savings, lost turnover, diminished goodwill, reputational damage, business stagnation, loss or corruption of data, damage due to business interruption, fines imposed by supervisory authorities, and damage resulting from decisions the client has taken on the basis of the services, save insofar as these terms expressly provide otherwise, including Article 9.5 and Article 16.

15.4 BNK KAM's total liability per event or series of connected events is limited to the amount the client has paid or become due to BNK KAM, exclusive of turnover tax, for the service concerned in the twelve months preceding the damaging event, up to a maximum of € 25,000. Where nothing has been paid or become due at that time, the fee agreed for the service concerned applies as a floor and, in the absence thereof, € 5,000. For digital products, liability is limited to the amount paid for that product, without prejudice to Annex 1 under K5.

15.5 Where BNK KAM's liability insurance pays out in a given case, the amount paid out increased by the excess applies instead of the maximum stated in 15.4, if that is higher. This paragraph increases liability and does not reduce it: the absence of cover or the failure of an insurer to pay out does not affect what is provided in 15.4.

15.6 The limitations in this article do not apply in the case of intent or wilful recklessness on the part of BNK KAM, in the case of damage caused by death or personal injury, and insofar as liability may not be limited under mandatory law, including liability for defective products.

15.7 A condition for any right to damages to arise is that the client notifies BNK KAM of the damage in writing within 30 days of discovery. Every legal claim lapses on the expiry of twelve months after the notification, and in any event on the expiry of two years after the damaging event. For consumers, the statutory periods apply.

15.8 What we supply and what you do with it. BNK KAM supplies systems that collect, process and display data. A dashboard, report, overview or calculation shows what is in the data. Unless expressly agreed otherwise, the services are not intended as an autonomous decision-making system or as professional advice. Every decision taken partly on that basis is a decision of the client. Where a system displays tax, financial, legal or personnel data, that does not constitute advice in that field; Article B1.2 applies mutatis mutandis.

15.9 The source data. The client warrants the accuracy, completeness and currency of the data he supplies or that are read in from his own systems or from third-party systems. BNK KAM does not check those data as to content, unless expressly agreed. Where the source data are inaccurate, incomplete or out of date, so is the outcome, and that is for the client's account.

15.10 A display is a selection. A display shows what the parties agreed to show, within the chosen period, format and delimitation. What is not shown is not thereby absent or unimportant. Calculations may contain estimates, assumptions or margins. Where that is the case, this is indicated, and a value indicated as an estimate may not be used as an exact value.

15.11 The distinction that counts. Where a system demonstrably calculates or displays otherwise than agreed, that is a defect. The guarantee and remedy regime of the module concerned applies to it and BNK KAM remains responsible. Where, by contrast, the system delivers a correct outcome and the client attaches to it a conclusion or decision that afterwards proves incorrect or disadvantageous, that falls under this article and under Article 15.3, and BNK KAM is not liable for it.

15.12 Own checks and human oversight. The client organises his processes so that outcomes are checked before consequences are attached to them, insofar as an outcome may lead to a decision with legal effects or other significant consequences for a natural person. Decisions produced solely by automated means that have legal effects or significant consequences for persons are not permitted without prior written agreement. The client records his own decision-making in such a way that it can be established afterwards what he saw and what he did with it.

15.13 Limits of this article. This article leaves unaffected: BNK KAM's duty to warn where it establishes that an intended use is unsound or irresponsible; its liability in the case of intent or wilful recklessness; its liability for defective products; and any other liability that may not be limited under mandatory law. We exclude the decision, not the functioning. Where the client is a consumer, paragraphs 15.2 to 15.7 do not apply and Annex 1 under K5 applies instead; paragraphs 15.8 to 15.12 continue to apply towards him as well, without prejudice to his statutory rights in the event of non-conformity. Where mandatory sectoral law imposes more far-reaching requirements, those prevail.

Article 16 — Indemnity

16.1 The client indemnifies BNK KAM against third-party claims traceable to data or materials supplied by the client, to the use the client makes of the services, or to decisions the client takes on the basis of the services, all insofar as that claim results from an attributable failure or a wrongful act of the client, including a breach of Article 5, Article 14 or Annex 2.

16.2 The indemnity does not apply insofar as the claim is attributable to BNK KAM, and in no event in the case of intent or wilful recklessness on the part of BNK KAM. Where the claim is attributable to both parties, they contribute proportionately.

16.3 BNK KAM notifies the client without delay of a claim for which it seeks indemnification, gives him the opportunity to conduct a defence or to participate in deciding on a settlement, and acknowledges no liability without his consent. Where it fails to do so and the client is thereby prejudiced, the indemnity lapses to that extent.

16.4 The indemnity lapses twelve months after BNK KAM became aware of the claim without having given notification as referred to in 16.3.

16.5 Where the client is a consumer, Annex 1 under K9.1 applies and this article does not.

Article 17 — Force majeure

17.1 Force majeure means any circumstance that prevents performance and is not attributable to BNK KAM, including: malfunctions or outages at hosting, network or energy suppliers; cyberattacks, including ransomware and distributed denial-of-service attacks; malfunctions in third-party software or services on which the service depends; government measures; epidemics; and prolonged illness or unavailability of key personnel where replacement is not reasonably possible.

17.2 During force majeure, obligations are suspended. Where force majeure lasts longer than 60 days, either party may terminate the contract for the part not performed, without any obligation to pay damages.

17.3 Where BNK KAM had already partly performed its obligations when the force majeure arose, it may invoice that part separately, insofar as these performances have separate value for the client and are due in accordance with the contract.

Article 18 — Duration, suspension and termination

18.1 A contract for a project ends after delivery and acceptance. A subscription runs in accordance with the module in Part V.

18.2 BNK KAM may suspend its obligations or terminate the contract in whole or in part where:

the client fails to perform an obligation, or fails to perform it in time or properly, and does not remedy this within a reasonable period after notice of default;
after the conclusion of the contract, circumstances give BNK KAM good grounds to fear that the client will not perform;
the client has been declared bankrupt, has applied for a suspension of payments, or ceases his business.

18.3 In the cases referred to in 18.2, all claims of BNK KAM become immediately due and payable.

18.4 The client may terminate a project contract prematurely. He then owes: (a) the work performed up to that moment at the agreed rate; (b) the obligations entered into by BNK KAM towards third parties that cannot be cancelled; and (c) 25% of the remaining contract sum by way of compensation for reserved capacity.

Remaining contract sum means: in the case of a fixed price, the price stated in the quotation less what is already due under (a); in the case of time and materials with a ceiling, the ceiling stated in the quotation, reduced in the same way; and in the absence of either, the total fee reasonably to be expected at the time of termination. Point (c) does not apply to subscriptions; the notice periods of Article D9 apply to those.

Where the client is a consumer, Annex 1 under K9.3 applies and point (c) does not.

18.5 Provisions that by their nature are intended to continue after the end of the contract remain in force, including Articles 9, 10, 15 and 16.

Article 19 — Complaints

19.1 The client reports complaints about performance within a reasonable time after he discovered the defect or ought reasonably to have discovered it, and in any event within two months.

19.2 BNK KAM confirms receipt within five working days and responds substantively within 14 days. Where more time is needed, it notifies this with an indication of the period.

19.3 Where the parties cannot resolve the matter, Article 22 applies. BNK KAM additionally draws consumers' attention to the possibilities referred to in Annex 1.

19.4 Where the client is a consumer, Annex 1 under K9.2 applies.

Article 20 — Assignment and transfer of contract

20.1 The client may not transfer his rights and obligations without the prior written consent of BNK KAM. This consent is not withheld on unreasonable grounds.

20.2 BNK KAM may transfer its rights and obligations in the context of an acquisition, merger or restructuring of its business. It informs the client of this. Where the client is a consumer, he may in that case terminate the contract free of charge.

20.3 A right of use in respect of an application, system or digital product of BNK KAM is not transferable within the meaning of Article 3:83(2) of the Dutch Civil Code. It ends by operation of law upon bankruptcy or dissolution of the client, unless BNK KAM determines otherwise in writing.

Article 21 — Amendment of these terms

21.1 BNK KAM may amend these terms, but only on one or more of the following grounds: a change in legislation, regulation or case law; a change in the nature, scope or technical set-up of its services; a change at a supplier on which its services depend; a demonstrable necessity in connection with security; or the correction of an ambiguity or imperfection in the text without altering its purport. An amendment on any other ground does not bind the client. For existing contracts, amendments take effect only 30 days after written announcement, in which BNK KAM states the amendment and the ground for it.

21.2 Where the client does not agree to an amendment that does not exclusively benefit him, he may terminate the contract free of charge with effect from the date on which the amendment takes effect. BNK KAM draws his attention to that right when announcing the amendment. Where the client is a consumer, an amendment takes effect towards him only insofar as Annex 1 under K9.6 and the applicable mandatory law permit.

21.3 Amendments arising from mandatory law take effect immediately and give no right of termination.

21.4 Limit to the right of amendment. An amendment under this article may not lead to a material reduction of the core performance of the agreed service, nor to a material disturbance of the balance between the parties' performances, nor to a price increase other than under Article 6. An amendment that does so does not bind the client and requires his express consent.

Article 22 — Applicable law and disputes

22.1 Dutch law applies to all contracts. The Vienna Sales Convention is excluded.

22.2 Disputes are submitted exclusively to the competent court in the district of Oost-Brabant, unless mandatory law designates another court.

22.3 Where the client is a consumer, 22.2 does not apply. In that case the court designated by law has jurisdiction, and the consumer retains the protection of the mandatory provisions of the law of the country where he has his habitual residence.

22.4 The parties turn to the court only after they have made efforts to resolve the dispute by mutual consultation.

Article 23 — Final provisions

23.1 Where a provision is void or voidable, the remaining provisions remain in force. The parties replace the affected provision with a valid provision that approximates its purport as closely as possible.

23.2 Not invoking a right, or not invoking it immediately, does not constitute a waiver of that right.

23.3 BNK KAM's records constitute conclusive evidence, subject to proof to the contrary, unless the client is a consumer.

23.4 Headings and cross-references serve findability. Where a reference contains a manifest clerical error, the provision unmistakably referred to according to the heading and the content applies. Towards a consumer this does not apply insofar as a clause would thereby be less favourable to him than on a literal reading.

PART II — MODULE A: WEB DESIGN ATELIER

Supplementary to Part I, applicable to the design, construction and delivery of websites, web shops and digital brand expressions.

A1 — The quotation determines the scope

A1.1 The quotation records what BNK KAM delivers. This includes in any event: the number of pages or page templates, the number of languages, the number of revision rounds per phase, the components to be delivered, the interfaces with third-party services, and whether hosting, maintenance and content migration are included.

A1.2 Everything not stated in the quotation falls outside the assignment and is additional work. A page, language, template or interface that is not stated is not included, even where it appears to follow logically from what is stated.

A1.3 Every quotation carries a date and a version number. Where several quotations have been issued, only the last one accepted in writing by the client applies.

A1.4 Only written undertakings bind. Statements made during conversations, presentations or calls do not form part of the assignment unless confirmed in writing. This protects both parties against diverging recollections.

A2 — Phases and approval

A2.1 The project runs in phases: concept, design, build and delivery. Each phase is approved in writing before the next begins.

A2.2 Where the client does not respond within ten working days of notification that a phase is complete, that phase is deemed approved. BNK KAM draws his attention to this in the notification.

A2.3 Approval of a phase means that the client does not revisit choices made in that phase. Where he nevertheless does so, that is additional work.

A3 — Revisions

A3.1 The quotation states the number of revision rounds included. Where it states nothing, two per phase are included.

A3.2 A revision round is one bundled set of comments. Individual comments received one after another each count as a separate round.

A3.3 Revisions beyond the number included are charged at the agreed hourly rate.

A4 — Supply of materials by the client

A4.1 The client supplies texts, images, logos, house-style files and access details at the times stated in the planning, in a common and editable format.

A4.2 The client warrants that he is entitled to use this material and that it does not infringe the rights of third parties. He indemnifies BNK KAM against claims in that respect.

A4.3 In the case of a multilingual website, the client supplies the translations, unless the quotation provides otherwise. He is responsible for their accuracy.

A4.4 Where supply fails to take place, the planning shifts by at least the duration of the delay, and BNK KAM may charge waiting hours and rescheduling costs.

A5 — Standstill of the project

A5.1 Where the client does not respond for sixty consecutive days to requests necessary for progress, BNK KAM may deliver the work in the state it is in at that time and invoice the remaining instalment.

A5.2 Where the client subsequently wishes to resume the work, that counts as a new assignment at the rates then applicable.

A5.3 Where the client is a consumer, BNK KAM charges in the case of A5.1 only the work actually performed and the damage demonstrably suffered.

A6 — Payment in instalments

A6.1 Unless the quotation provides otherwise, invoicing takes place as follows: 1. 50% on formation of the contract. BNK KAM begins the work after receipt of this instalment. 2. 50% on notification that the work is ready for delivery.

A6.2 For assignments with a duration of more than three months, BNK KAM may instead invoice in three instalments: forty per cent at the start, thirty per cent on approval of the design phase and thirty per cent on delivery.

A6.3 The website goes live only after all outstanding invoices have been paid. The same applies to the transfer of files, access details and source code.

A6.4 Until payment in full, the client obtains only a revocable right of use, in accordance with Article 9.2.

A6.5 Recurring costs such as licences for fonts, image banks, plug-ins, hosting and domain registration are for the client's account, unless the quotation provides otherwise. BNK KAM states these costs in the quotation insofar as they are known at that time.

A7 — Additional work

A7.1 Additional work is performed after a written instruction, stating the consequences for price and planning. For changes of less than two hours, confirmation by email suffices.

A7.2 BNK KAM is not obliged to perform additional work that substantially alters the nature or scope of the assignment.

A8 — Delivery, go-live and handover

A8.1 BNK KAM notifies in writing when the work is complete. The client tests within ten working days and reports defects in writing and with reasons.

A8.2 Defects of a minor nature that do not impede the intended use do not prevent acceptance.

A8.3 Where the client takes the work into use for production purposes, it is deemed accepted.

A8.4 On handover, the client receives the delivered website in working order, the access details to the environments registered in his name, and the overview referred to in A10.2. Source files of the design are delivered where the quotation so states.

A8.5 After handover, the client manages his own access details. Acts performed with them are for his account and risk.

A8.6 A test environment is removed after delivery, unless agreed otherwise.

A9 — Rights in the design

A9.1 After payment in full, the client obtains a perpetual, non-exclusive and non-transferable right of use in the delivered design, for the purpose described in the quotation.

A9.2 Transfer of copyright takes place only where this has been expressly agreed, recorded by deed and against a separately agreed fee.

A9.3 The right of use does not include the right to sell the design, to license it, to use it as a template for third parties, or to reuse it for another undertaking of the client.

A9.4 The Building blocks of BNK KAM, including its frameworks, component library, scripts and the KAM system, are never transferred. Article 9.3 of Part I applies to them. The fact that they are incorporated in the delivered website does not make them part of the delivery.

A9.5 Concepts not selected, interim versions and sketches remain the full property of BNK KAM.

A9.6 Where the design contains material created with the aid of artificial intelligence, copyright does not automatically subsist in that material. BNK KAM transfers no more rights in that material than it holds itself.

A10 — Third-party materials and components

A10.1 Fonts, image banks, plug-ins, themes and other third-party components are supplied under the licence terms of those third parties. The client is responsible for compliance with them and for recurring licence costs.

A10.2 On delivery, BNK KAM supplies an overview of the third-party components used and their licences.

A10.3 The indemnity in Article 9.5 of Part I does not apply to third-party components, save insofar as BNK KAM did not exercise the care of a diligent contractor in selecting them.

A11 — Content of the website

A11.1 The texts, images, offers and claims on the website are those of the client. He is responsible for their accuracy, their lawfulness and compliance with rules on advertising and commercial practices.

A11.2 Where BNK KAM builds a web shop or another sales environment, the client is responsible for sales to consumers and for the statutory obligations attaching to them, unless the quotation expressly provides otherwise.

A11.3 Where the client makes changes himself after delivery, the consequences are for his account.

A12 — Technology, browsers and devices

A12.1 The website is tested on the versions of the most widely used browsers current at the time of delivery, on desktop and on mobile. Support for outdated, non-standard or not yet released browsers is additional work.

A12.2 BNK KAM is not responsible for changes in browsers, operating systems or devices after delivery.

A13 — Accessibility

A13.1 BNK KAM aims for accessibility in accordance with WCAG 2.1 level AA in the components it builds.

A13.2 A guaranteed level of accessibility applies only where this has been expressly agreed, and only in respect of the state as delivered. Changes and additions by the client or by third parties fall outside it.

A13.3 Where the client is himself subject to a statutory accessibility obligation, he reports this before the contract is concluded, because this affects the assignment and the price.

A14 — Findability, performance and results

A14.1 BNK KAM guarantees no commercial result. Expressly not guaranteed are: the number of visitors, the position in search engines, the number of enquiries or leads, the conversion rate, turnover, brand awareness, and any other outcome that depends on the market, on third parties or on the client's own conduct.

A14.2 BNK KAM delivers a technically sound basis for findability: a logical structure, correct mark-up of headings and metadata, and a readable structure for search engines. Positions in search results are determined by third-party algorithms, by competition and by the content the client posts, and lie outside BNK KAM's sphere of influence.

A14.3 Search engine optimisation as an ongoing service, advertising, content marketing, social media and email marketing fall outside the assignment unless the quotation expressly states them.

A14.4 Loading times and performance scores depend on the chosen hosting, on the images and content the client adds, and on interfaces with third-party services. BNK KAM delivers a basis that performs well at the time of delivery; a lasting score is not guaranteed.

A14.5 This article leaves the duty to warn unaffected. Where BNK KAM establishes that a choice by the client will, in its view, not serve his purpose, it says so.

A15 — Interfaces with third-party services

A15.1 Interfaces with payment providers, booking systems, analytics services, social media or other third-party services function for as long as those third parties maintain their service and their interface.

A15.2 Where a third-party service changes or is discontinued, repair or replacement is additional work.

A15.3 BNK KAM is not liable for malfunctions, changes, restrictions, price changes or discontinuation at those third parties. Article 4.6 of Part I applies mutatis mutandis.

A16 — Hosting, domain, maintenance and security

A16.1 Hosting, domain registration, certificates and maintenance fall outside the build assignment unless the quotation states them.

A16.2 Where BNK KAM provides hosting or maintenance, Module D and the Service Level Agreement apply to it.

A16.3 Where no maintenance contract is concluded, the client is himself responsible after delivery for updates, security and back-ups. BNK KAM points out that the absence of security updates constitutes a real risk that rests with the client from delivery onwards.

A17 — Personal data

A17.1 Article 11 of Part I applies to the processing of personal data on and via the website. The allocation of roles follows from who actually determines the purposes of and the means for the processing. This article describes that allocation and does not alter it.

A17.2 Where BNK KAM manages the environment, it acts as processor and the parties conclude the data processing agreement, in accordance with Article 11 of Part I.

A17.3 The client is responsible for the content of his cookie banner and his privacy statement, for the consent he requests from visitors, and for the choice of which cookies, trackers and third-party services are placed on the website. BNK KAM supplies the mechanism and configures it in accordance with the choices specified by the client. The client determines the use. BNK KAM gives no legal advice on privacy and cookie compliance, unless the quotation expressly describes this as part of the assignment.

A18 — Guarantee

A18.1 Towards a business client, BNK KAM remedies free of charge, for thirty days after acceptance, defects attributable to it.

A18.2 This guarantee does not apply to a defect, insofar as it has been caused or aggravated by changes by the client or by third parties, by use contrary to the documentation, or by third-party systems, hosting or services. The client enables BNK KAM to establish the cause of a defect and provides the necessary access and information for that purpose. Insofar as remedy does not fall under the guarantee, Article 8.5 applies.

A18.3 This guarantee is an addition to and not a limitation of the rights the client has under the law. Where the client is a consumer, this article leaves his statutory rights as to conformity unaffected and Annex 1 under K4 and under K9.9 apply in addition.

A19 — Name credit and portfolio

A19.1 BNK KAM may include a modest name credit in the footer of the website. The client may require its removal against the fee stated in the quotation or, failing that, against a reasonable fee.

A19.2 BNK KAM may show the work in its portfolio and in its communications, stating the client's name, unless the client objects in writing. Article 9.7 of Part I applies to images in which persons are recognisable.

A20 — Retention period and cancellation

A20.1 BNK KAM retains the project files for twelve months after delivery. This retention concerns solely the archiving of the work as delivered. It is not a back-up facility and not a continuity facility, it offers no guarantee of completeness or restorability, and it does not include the content, data, media and database added or changed by the client or by third parties after delivery. Article 13 and Article A16.3 apply to back-ups and to safeguarding data. After the period has expired, BNK KAM may delete the project files. Where the client wishes longer retention or a restoration facility, the parties agree on this.

A20.2 Where the client cancels the assignment before delivery, Article 18.4 of Part I applies: the work performed, the non-cancellable obligations towards third parties, and twenty-five per cent of the remaining contract sum by way of compensation for reserved capacity. Where the client is a consumer, that compensation remains limited to the damage BNK KAM actually suffers.

A20.3 Instalments already invoiced are not refunded on cancellation, insofar as they relate to work performed.

A21 — Artificial intelligence on the website

A21.1 Where the website contains a feature that works with artificial intelligence, such as a chat window, a search function or a function that suggests text, the quotation states this, together with the situation under Article C12.6 and, in the case of a third-party model, also the provider and the region. Where the quotation states nothing, no third-party model is engaged.

A21.2 Articles C12.1 to C12.10 apply mutatis mutandis, including the requirement that a third-party model is built in only after the client's written consent.

A21.3 Where the feature processes personal data of visitors, the parties conclude the data processing agreement and the provider is listed in Annex A to it. The client adapts his own privacy statement accordingly; BNK KAM supplies him with the necessary description on request.

A21.4 Output produced by an AI component is recognisable as such to the visitor where the law so requires. A chat function makes clear that the visitor is not speaking to a human being.

A21.5 Article A14 continues to apply in full: BNK KAM does not warrant the content of what an AI feature produces, and the client remains responsible under Article A11 for the content of his website.

PART III — MODULE B: CONSULTANCY

Supplementary to Part I, applicable to advice, analysis, guidance and acting as a sounding board.

B1 — Nature of the services

B1.1 Consultancy is an obligation of effort. BNK KAM guarantees no particular result, no saving, no turnover and no approval by a third party.

B1.2 BNK KAM provides no legal, tax, medical, accountancy or investment advice. Where its analyses touch on those fields, it advises the client to consult a duly qualified professional.

B1.3 We advise on what we can build. Where advice contains a recommendation that we could carry out ourselves, BNK KAM expressly discloses that interest, so that the client can assess the advice at its true value.

B2 — Scope of advice

B2.1 Every piece of advice states what has been examined and what has not. What has not been examined falls outside the advice and outside the responsibility of BNK KAM.

B2.2 Advice is based on the information the client has provided and on the circumstances at the time it is issued. BNK KAM does not investigate supplied information for accuracy, unless that expressly forms part of the assignment.

B2.3 Assumptions are identified in the advice. Where an assumption proves incorrect, the conclusion based on it lapses and BNK KAM is not liable for it.

B2.4 BNK KAM is not obliged to update advice already issued in the event of changed circumstances, changed regulation or new information, unless this has been agreed.

B3 — Reports and use by third parties

B3.1 Reports and advice are intended for the client and for the purpose for which they were prepared. The client may provide a report to his employees, directors, supervisory officers and professional advisers, insofar as necessary for that purpose and provided they treat the report confidentially. Provision is likewise permitted insofar as a statutory obligation or an order of a competent authority so requires; the client informs BNK KAM of this in advance, insofar as this is permitted. Use for another purpose or provision to other third parties is permitted only with the written consent of BNK KAM, which it does not withhold on unreasonable grounds.

B3.2 Where the client provides a report to a third party, including in a case permitted under B3.1, that third party derives no rights from it against BNK KAM and the client indemnifies BNK KAM against claims by that third party. The client draws the attention of the recipient to this paragraph and to B3.3. Where the client is a consumer, Annex 1 under K9.1 applies.

B3.3 Where advice is reproduced in part, the client states that it is an extract. A conclusion detached from its underlying reasoning is misleading and is for the client's account.

B4 — Decision-making and the duty to warn

B4.1 The client takes his own decisions and remains responsible for them, including where he relies on advice from BNK KAM.

B4.2 BNK KAM warns where it establishes that supplied data are unsound, that an intended choice is in its view irresponsible, or that the intended aim will not be achieved by the chosen route. This duty to warn leaves B4.1 unaffected and cannot be excluded.

B4.3 Where the client acts contrary to a written warning, the consequences are for his account.

B5 — The boundary between advice and implementation

B5.1 Advice ends where implementation begins. Where BNK KAM implements a recommendation itself, the module of the service concerned applies to it and not this module.

B5.2 Where BNK KAM takes on project management or direction, that is agreed separately. Without such an agreement, BNK KAM is an adviser and not a manager, and the client decides on the deployment of his own people and resources.

B6 — Deployment of individuals

B6.1 BNK KAM determines who performs the work and may replace a member of staff with someone of equivalent expertise.

B6.2 The work is performed under the direction and supervision of BNK KAM. The client gives no independent instructions to the individuals deployed as to the manner of performance.

B6.3 The deployment does not constitute temporary agency work, secondment or an employment relationship. Where discussion arises about this with an authority, the parties give each other reasonable cooperation and the client bears the consequences of instructions he has given contrary to B6.2.

B6.4 The client provides a safe working environment and the access and resources needed for performance.

B7 — Non-solicitation clause

B7.1 During the assignment and for twelve months thereafter, the client does not employ any member of staff or engaged third party of BNK KAM, and does not otherwise have them work for him, without prior written consent.

B7.2 In the event of a breach, the client owes compensation equal to six months' salary of the person concerned, or the demonstrable damage if that is higher. Where the client is a consumer, only the damage actually suffered applies.

B8 — Deployment, planning and cancellation

B8.1 Quoted hours are an estimate, unless a fixed price has been agreed. In the case of an estimate, settlement is on the basis of hours actually spent. BNK KAM reports as soon as seventy per cent of the estimate has been reached and gives timely notice where it expects the estimate to be materially exceeded. Where a maximum has been agreed, C3 applies mutatis mutandis.

B8.2 Appointments that the client cancels or reschedules within forty-eight hours before the start may be charged in full.

B8.3 Travel time and travel expenses are charged in accordance with the quotation.

B9 — Relationship with other advisers

B9.1 The client may place BNK KAM's advice alongside that of his own advisers. BNK KAM is not obliged to align itself with the opinion of another adviser and is not responsible for inconsistencies between pieces of advice.

B9.2 Where the client wishes BNK KAM to assess a third party's advice, that is a separate assignment with its own scope.

B10 — Confidentiality and interests

B10.1 In addition to Article 10 of Part I, BNK KAM works for several clients in the same sector. That is not a conflict of interest, provided confidentiality is observed.

B10.2 Where there is a concrete conflict of interest, BNK KAM reports this and the parties enter into consultation.

B10.3 BNK KAM may freely use the general knowledge and experience it acquires in performance, provided no confidential information of the client is traced back or shared.

B11 — Liability in the case of advice

B11.1 Article 15 of Part I applies. For consultancy it applies in addition that liability is limited to the fee paid for the advice concerned.

B11.2 BNK KAM is not liable for damage arising from decisions of the client, from incomplete or inaccurate information from the client, or from following advice in a manner not described in it.

B12 — Duration and termination

B12.1 An advisory assignment for an indefinite period may be terminated by either party on one month's notice.

B12.2 On premature termination, the work performed is settled. Article 18.4 of Part I applies.

PART IV — MODULE C: DATA AND AI ENGINEERING

Supplementary to Part I, applicable to the development of an application, data system or model for the client.

C1 — Two delivery forms

C1.1 This module has two forms. The quotation states which applies. Where the quotation states nothing, form 1 applies.

Form 1 — building with a right of use. BNK KAM builds the application and the client obtains a right of use in it. The rights remain with BNK KAM. Article C14 (Form 1: right of use) applies.

Form 2 — building with full transfer. BNK KAM builds the application and transfers the rights in the project-specific work to the client. Article C15 (Form 2: full transfer) applies.

C1.2 Articles C2 to C13 and C16 to C22 apply to both forms. Article C14 applies only to form 1, Article C15 only to form 2.

C1.3 The form stated in the quotation is decisive. Where a reference elsewhere in this module departs from it, the form stated in the quotation prevails. Transfer of intellectual property rights takes place only under form 2 and only by a deed as referred to in Article C15.1; no obligation to transfer can be derived from any other provision of these terms.

Scope and working method

C2 — Specification

C2.1 The functionality to be built is recorded in a specification that forms part of the contract. The specification carries a date and a version number.

C2.2 Functionality not stated in the specification falls outside the assignment.

C2.3 The quotation additionally states: the delivery form under C1, the pricing model under C3, the environments to be set up, the interfaces with third-party systems, the situation under C12.6 concerning artificial intelligence, the hosting location under C20.4, and whether migration, maintenance and training are included.

C3 — Pricing model and iterative working

C3.1 The parties choose one of two pricing models and record it in the quotation:

Fixed price. The price is fixed and the scope is fixed. A change of scope is additional work.

Time and materials with a ceiling. Settlement is on the basis of hours actually spent up to a ceiling stated in the quotation. BNK KAM reports when seventy per cent of the ceiling has been reached. Work above the ceiling takes place only after a written instruction.

C3.2 Where work is iterative, the scope established in writing for each iteration serves as the specification for that iteration. Working iteratively does not mean that the scope of the assignment is open-ended. The whole remains bounded by the quotation and by the chosen pricing model.

C3.3 At the end of each iteration, BNK KAM provides a report of what has been delivered and what has been carried forward. That report serves between the parties as evidence of progress.

C4 — Changes

C4.1 Change requests are submitted in writing and answered in writing, stating the consequences for price and planning.

C4.2 Evolving insight within the established scope is not a change. Different or additional functionality is.

C4.3 BNK KAM is not obliged to implement a change that substantially alters the nature or scope of the assignment.

C5 — Cooperation, data and existing systems

C5.1 The client makes available in good time the data, access, test environments, contact persons and decisions needed for performance.

C5.2 The client warrants the quality, completeness and lawfulness of the data he supplies or has migrated. Where those data prove incomplete, contaminated or structured differently than stated, remedying that is additional work.

C5.3 Interfaces with third-party systems depend on the documentation, the availability and the cooperation of those third parties. The client ensures the cooperation of his existing suppliers. Where that is not forthcoming or the documentation proves inaccurate, the consequences are for the client's account.

C5.4 No production data containing personal data are used for testing, unless this has been agreed in writing and appropriate measures have been taken.

C6 — Quality standard and documentation

C6.1 BNK KAM builds with the care that may be expected of a reasonably competent and reasonably acting developer. Faultless software does not exist and is not guaranteed.

C6.2 BNK KAM applies a demonstrable working method: version control, automated tests on the core functionality, and review of changes before they are put into use.

C6.3 On delivery, BNK KAM provides technical documentation enabling a reasonably competent developer to understand and maintain the system, and an overview of the third-party components used.

C6.4 Where the client chooses, against BNK KAM's advice, a solution that leads to later limitations, BNK KAM records this in writing and the consequences are for the client's account.

Delivery

C7 — Acceptance

C7.1 Before the start, the parties record acceptance criteria that are testable in advance. Where no criteria have been agreed, the criterion is that the application performs the specified functions without defects that prevent the intended use.

C7.2 BNK KAM notifies in writing when the work is ready for acceptance. The client tests within ten working days and reports defects in writing, with reasons and per defect.

C7.3 Defects are classified as blocking and non-blocking. Only blocking defects prevent acceptance. Non-blocking defects are remedied within a reasonable period.

C7.4 For each reported defect, a maximum of two remedy attempts apply, unless the defect was caused by an earlier remedy attempt or could not reasonably be resolved within two attempts. Where non-blocking defects remain thereafter, the work is deemed accepted subject to the obligation to remedy those defects nonetheless.

C7.5 The work is likewise deemed accepted where the client does not respond within the period, or where he takes it into use for production purposes.

C7.6 Complaints about matters falling outside the specification or the acceptance criteria do not prevent acceptance and count as a change request.

C8 — Delivery and putting into use

C8.1 On delivery, BNK KAM delivers the application in working order in the agreed environment, with the documentation under C6.3.

C8.2 Putting into use for production purposes takes place only after all invoices due at that time have been paid.

C8.3 After it is put into use, the client manages his own access details and user rights.

C9 — Infrastructure and consumption costs

C9.1 Where the application runs on infrastructure procured by BNK KAM, the costs of that are for the client's account, unless the quotation provides otherwise.

C9.2 The quotation states an expected consumption and a threshold. Consumption above that threshold is passed on at cost price, increased by a surcharge stated in the quotation. BNK KAM reports an overrun as soon as it establishes one.

C9.3 Where the underlying supplier increases its rates, BNK KAM may pass on that increase, subject to Article 6.7 of Part I.

C9.4 Consumption resulting from an error in the application attributable to BNK KAM is for its account.

Rights

C10 — Common provisions on rights

C10.1 The Building blocks of BNK KAM, including its frameworks, libraries, generic modules and the KAM system, are transferred under neither form. Article 9.3 of Part I applies to them.

C10.2 The fact that Building blocks are incorporated in the delivered application does not make them part of the delivery.

C10.3 Transfer or granting of rights takes place under both forms only after payment in full.

C10.4 Where the application contains material created with the aid of artificial intelligence, copyright does not automatically subsist in that material. BNK KAM grants or transfers no more rights than it holds itself.

C11 — Third-party components and open source

C11.1 BNK KAM may use open-source components and third-party components, and provides on delivery an overview with their licences.

C11.2 Only the terms of the relevant rights holder apply to those components. The indemnity in Article 9.5 of Part I does not apply to them, save insofar as BNK KAM did not exercise the care of a diligent contractor in their selection.

C11.3 BNK KAM uses no component whose licence would oblige the client to make his own source code public, unless it reports this in writing in advance and the client consents.

C11.4 Recurring licence costs for third-party components are for the client's account.

C12 — Artificial intelligence

C12.1 Nature of the output. Output of AI systems is probabilistic and may be incorrect, incomplete or misleading. BNK KAM does not guarantee the accuracy of individual output. The client organises his processes so that output is checked before consequences are attached to it.

C12.2 Human oversight. The client ensures meaningful human oversight of decisions based in part on AI output. Solely automated decision-making with legal effect or significant consequences for persons is not permitted without prior written agreement.

C12.3 Training data. The client warrants the lawfulness of the data he supplies for training or fine-tuning and the presence of a valid basis.

C12.4 Use of client data. BNK KAM uses the client's data solely for the performance of his own assignment. It does not use those data for training, fine-tuning, improving or evaluating models it deploys for other clients. For that latter purpose it may use only data that are no longer personal data: irreversibly anonymised data, aggregated statistics not traceable to a person and not to the client, and technical data on the functioning of its own systems. An agreement between the parties to the contrary is not a basis for processing towards the data subjects; where the material contains personal data, reuse is possible only where the General Data Protection Regulation is independently complied with. This continues to apply after the end of the contract and, under form 2, after a transfer as referred to in Article C15.

C12.5 Further training by the client. Under form 2, the client may further train the transferred model on his own data. The consequences of that are for his account and the guarantee in Article C16 lapses for the model thus modified.

C12.6 It differs per application. Not every application contains AI, and where it does, a third-party model need not be involved. There are four situations:

	Situation	Consequence
1	No AI functionality	Nothing to state, nothing to arrange
2	AI on a model that BNK KAM runs itself, on the infrastructure chosen for the application	No third party, no sub-processor, no transfer
3	AI on a third-party model that runs within the European Economic Area	That provider is a sub-processor; no transfer outside the EEA
4	AI on a third-party model outside the European Economic Area	That provider is a sub-processor; transfer does occur, with a basis

The quotation states which of the four applies, and in situations 3 and 4 also the name of the provider, the region in which the model runs, and whether personal data are processed in the process. Article C2.3 counts this among what the quotation records.

Where the quotation states nothing, no third-party model is engaged.

C12.7 Discussion and consent before building. Where situation 3 or 4 comes into view, BNK KAM discusses this with the client before the start and explains: which data go to the provider's environment and which do not, where that environment is located, how long the provider retains the input, and that the provider has undertaken not to use it for training or improving its models.

BNK KAM builds in such a model only after the client has consented in writing. That consent is recorded with a date in the order confirmation and, where personal data are processed, in Annex A to the data processing agreement.

Where the question arises only during performance, for example in iterative working, the change procedure of Article C4 applies with the same consent requirement.

C12.8 If the client does not consent. The parties then discuss the alternatives: a model that runs within the EEA, a model that BNK KAM runs itself, or omitting the functionality concerned. BNK KAM states honestly what each alternative means for the functioning and for the price.

Where the agreed functionality cannot be delivered, or cannot be delivered equivalently, without a third-party model, BNK KAM says so before the start. The parties then adjust the specification and the price, or terminate the assignment by mutual agreement, in which case the client owes only the work performed up to that moment and not the compensation under Article 18.4(c).

C12.9 Changing provider and changes at the provider. Where BNK KAM wishes to engage a different provider, it gives notice at least thirty days in advance with the details under C12.6. Where personal data are processed, Articles 4.2 and 4.3 of the data processing agreement apply and the client may object.

Where a provider changes its own terms such that an undertaking under C12.7 no longer holds, for example because it starts using input for training or extends its retention period, BNK KAM reports this without delay and suspends the use of that model until the parties have agreed a solution. Failure to report is a failure attributable to BNK KAM.

C12.10 Limits with third-party models. BNK KAM does not warrant the availability, the output, the further development or the continuity of a third-party model; Article C11.2 applies mutatis mutandis. Where a provider phases out a model or changes it materially, BNK KAM reports this and consults on an alternative. Changed output as a result is not a defect within the meaning of Article C16.

On a transfer as referred to in Article C15, the contract with the provider does not transfer automatically. The client concludes his own contract with that provider before the date of transfer; where he does not, the functionality concerned ceases to work from that date. BNK KAM points this out to him in writing on the transfer.

C13 — Allocation of roles under the AI Regulation

C13.1 Who qualifies as provider and who as deployer within the meaning of Regulation (EU) 2024/1689 follows from that regulation and from the actual circumstances. At the start, the parties record in writing which allocation of roles they assume and which obligations each of them takes on; that record describes the allocation of roles and does not alter it.

C13.2 Where the client changes the intended purpose such that the system qualifies as a high-risk system, he reports this without delay. He bears the resulting obligations and indemnifies BNK KAM against the consequences of failing to report.

C13.3 Under form 2 the following applies in addition: where the client places the application on the market under his own name or trademark, the client may in certain circumstances be regarded as the provider and all attaching obligations pass to him. The client declares that he is aware of this.

C13.4 BNK KAM maintains the technical documentation applicable to its role and makes it available on a transfer.

Form 1 and form 2

C14 — Form 1: right of use

C14.1 The client obtains a perpetual, non-exclusive and non-transferable right to use the application within his own organisation, for the purpose described in the quotation.

C14.2 The right of use does not include the right to sell the application, to license it, to offer it as a service to third parties, or to use it as a basis for a competing product.

C14.3 Source code is not supplied, unless the quotation so states. Where it is supplied, this is done in the state it is in, with the documentation held by BNK KAM.

C14.4 BNK KAM remains the rights holder and may continue to use and further develop the underlying techniques and generic solutions.

C15 — Form 2: full transfer

C15.1 BNK KAM transfers the intellectual property rights in the project-specific work to the client. The transfer takes place by deed, after payment in full.

C15.2 The transfer comprises: the project-specific source code, the associated documentation, and the rights in them insofar as BNK KAM holds them.

C15.3 The transfer expressly does not comprise: the Building blocks, third-party components, and material in which BNK KAM itself holds no transferable rights. For Building blocks incorporated in the application, the client obtains a perpetual, non-exclusive right of use insofar as necessary for the use and the maintenance of that application, with the right to have it maintained by a third party.

C15.4 BNK KAM warrants that it is authorised to make the transfer and that no attachment or pledge rests on the transferred work. For the rest, Article 9.5 of Part I applies, with the limitation in C11.2.

C15.5 Aftercare. After the transfer, BNK KAM provides reasonable support with questions about the transferred work for three months, up to a number of hours stated in the quotation. Aftercare ends thereafter. Further support requires a maintenance contract as referred to in C17.

C15.6 Claims after transfer. Contractual claims in respect of defects in the transferred work may be brought up to twelve months after the transfer at the latest, on the understanding that a defect that becomes apparent only in the last two months of that period may still be invoked up to two months after its discovery. This period does not apply in the case of intent or wilful recklessness on the part of BNK KAM, nor insofar as mandatory law provides otherwise. Where the client is a consumer, the statutory periods apply towards him, in accordance with Article 15.7 and Annex 1 under K9.2. For the rest, Article 15 of Part I and Article C21 apply.

C15.7 After the transfer, the client is responsible for the maintenance, the security and compliance with regulation in respect of the application.

After delivery

C16 — Guarantee

C16.1 Towards a business client, BNK KAM remedies free of charge, for ninety days after acceptance, defects attributable to it that prevent the intended use.

C16.2 This guarantee does not apply to a defect, insofar as it has been caused or aggravated by changes by the client or by third parties, by use contrary to the documentation, by changes in the environment or in third-party systems, or by further training as referred to in C12.5. C16.1 and this paragraph are otherwise identical to Articles A18.1 and A18.2.

C16.3 A guarantee is not a maintenance contract. It covers the remedy of defects, not keeping pace with new versions, new wishes or changed regulation.

C16.4 This guarantee is an addition to and not a limitation of the statutory rights of the client. Where the client is a consumer, Annex 1 under K4 and under K9.9 apply in addition.

C17 — Maintenance and further development

C17.1 Maintenance and further development fall outside the build assignment and are agreed separately. A distinction is drawn between:

Remedy — removing a defect in delivered functionality. Maintenance — keeping the application working, including security updates and keeping pace with third-party versions. Further development — new or changed functionality.

C17.2 Where no maintenance contract is concluded, BNK KAM points out that the absence of security updates constitutes a real risk that rests with the client from delivery onwards.

C17.3 Where what is delivered falls under statutory provisions prescribing a support period, that statutory period prevails. Under form 2, that obligation passes to the client insofar as the law permits.

C18 — Knowledge transfer and training

C18.1 The quotation states whether training is included, for how many participants and to what extent.

C18.2 Support questions relating to the use of the application do not fall under the guarantee in C16 and are charged at the agreed hourly rate, unless a maintenance contract provides otherwise.

C18.3 BNK KAM endeavours to keep key personnel available for handover, but does not guarantee the availability of particular individuals.

C19 — Escrow and continuity

C19.1 Under form 1, BNK KAM cooperates on request in a source code escrow arrangement with an independent escrow agent. The costs are for the client's account.

C19.2 Without an escrow arrangement, BNK KAM gives no continuity guarantee going beyond Articles 17 and 18 of Part I.

C19.3 Under form 2, escrow does not arise, because the client holds the source code himself.

C20 — Security, personal data and export

C20.1 BNK KAM takes appropriate technical and organisational measures in accordance with Article 12 of Part I, aligned with the nature of the application and the data.

C20.2 Where personal data are processed, the parties conclude the data processing agreement. On a transfer as referred to in C15, BNK KAM's role as processor ends on the date of transfer; the parties record what happens to the data at that time.

C20.3 Where the application contains cryptography or other controlled technology, its export may be subject to export control. The client declares that he is not acting on behalf of a party subject to a sanctions regime, and that he will not on-supply what is delivered to such parties.

C20.4 The application runs on infrastructure within the European Economic Area, unless the quotation states otherwise. Where personal data are processed outside the EEA, this takes place only on a valid basis, recorded per party in the annex to the data processing agreement.

C21 — Liability and retention

C21.1 Article 15 of Part I applies. For this module it applies in addition that liability never exceeds the fee paid for the assignment concerned, with the upper limit in Article 15.4.

C21.2 The limitations do not apply to liability that may not be limited under mandatory law, including liability for defective products.

C21.3 BNK KAM retains the project files and the source code for twenty-four months after delivery. Under form 2, that retention obligation lapses at the moment of transfer, because the client then holds the material himself. Evidence concerning the design, including screenshots, the data model and the structure, is retained by BNK KAM for longer than those twenty-four months, because the rights covered by Article 9.8 continue considerably longer. This retention likewise concerns solely archiving and does not constitute a back-up or continuity facility; Article 13 and, in the case of a subscription, Module D and the Service Level Agreement apply to that.

C22 — Outcomes and decision-making

C22.1 Articles 15.8 to 15.13 of Part I apply in full to every application, every data system, every dashboard and every model that BNK KAM builds under this module.

C22.2 On delivery, BNK KAM records which data sources are used, which operations are performed on them and which assumptions are incorporated in the calculations. The client tests this on acceptance under Article C7 and thereby accepts the manner of display and calculation.

C22.3 Where the client changes the source data, the interfaces, the filters or the settings after delivery, the consequences are for his account. The same applies where a connected third-party system supplies inaccurate or incomplete data; Article C5.3 applies mutatis mutandis.

C22.4 On a transfer as referred to in Article C15, responsibility for the outcomes of the system passes entirely to the client on the date of transfer.

PART V — MODULE D: APPLICATION SUBSCRIPTION

Supplementary to Part I, applicable where BNK KAM makes an application available as a service against periodic payment.

D1 — Right of use

D1.1 For the duration of the term the client obtains a non-exclusive, non-transferable right to use the application within its own organisation.

D1.2 The right of use is personal. Sharing access with third parties, reselling, or offering the application as a service to third parties is not permitted without written consent.

D1.3 The right of use does not include the right to use the application as the basis for a competing product, or to study it for that purpose.

D2 — Scope of use and measurement

D2.1 The quotation states the scope of use by reference to a unit of measurement, for example the number of named users, the number of concurrent users, the number of processing operations, the number of interface calls or the volume of storage.

D2.2 Unlimited use is not offered. If the quotation does not state a scope of use, use is deemed included up to the level BNK KAM reasonably considers necessary for normal use of the agreed application. Structural use above that level is adjusted only after prior notification and in accordance with article D3.

D2.3 BNK KAM measures use and makes the measurement data available on request. The client may have the measurement verified; if the measurement proves to be incorrect to the client's detriment, BNK KAM bears the cost of that verification.

D2.4 An incidental peak of limited duration does not lead to additional payment.

D3 — Exceeding the agreed scope

D3.1 If use structurally exceeds the agreed scope, BNK KAM reports this and the parties enter into consultation about adjustment to the appropriate level.

D3.2 If the parties do not reach agreement within thirty days, BNK KAM may at its option adjust the subscription to the appropriate level with effect from the next invoicing period, or charge for the excess use at the rate stated in the quotation.

D3.3 BNK KAM may limit use where this is necessary to maintain the service for other clients. It gives advance notice of this, unless immediate intervention is required.

D4 — Availability and maintenance

D4.1 BNK KAM will use its best efforts to keep the application available in accordance with the Service Level Agreement. If no Service Level Agreement has been agreed, a best-efforts obligation applies without a guaranteed availability percentage.

D4.2 BNK KAM may take the application out of service temporarily for maintenance. It announces planned maintenance at least forty-eight hours in advance and carries it out outside office hours as far as possible. Urgent maintenance connected with security may be carried out without prior announcement.

D4.3 BNK KAM does not promise higher availability than its own suppliers guarantee to it.

D5 — Modification of the application

D5.1 BNK KAM may further develop, improve and modify the application on one or more of the following grounds: technical development or replacement of underlying components; security; legislation and regulation; a change at a supplier on which the application depends; or improvement of the service for the body of users as a whole. Modifications that solely extend or improve functionality and that have no adverse effect on use require no announcement. If the client is a consumer, BNK KAM may modify the application only to the extent that Annex 1 under K8 and the applicable mandatory law permit. This paragraph does not widen that power.

D5.2 If a functionality that is material to the client is discontinued, BNK KAM gives at least two months' notice and the client may terminate with effect from that date.

D5.3 Modifications that are necessary on grounds of security or legislation may be implemented without a notice period.

D5.4 Limit to the right of modification. A modification on the basis of this article may not lead to a material reduction of the core functionality of the application as described in the quotation. If BNK KAM nevertheless implements such a modification, it counts as the discontinuation of a functionality material to the client within the meaning of article D5.2.

D6 — Shared environment, isolation and audit

D6.1 The application runs in an environment shared by several clients, unless otherwise agreed. Clients' data are logically separated from one another.

D6.2 BNK KAM limits administrator access to what is necessary and records that access.

D6.3 The client may, once a year and in addition after a security incident affecting its data, have an audit carried out at its own expense on compliance with the security arrangements, after consultation about its design. That audit may not affect the service to other clients and gives no access to their data. A remote verification or a statement from an independent expert may, by agreement, take the place of an on-site audit, in so far as that suffices for the purpose of the audit. This paragraph does not limit the audit rights the client has under mandatory law or under the data processing agreement; D6.5 applies to those.

D6.4 Penetration tests are carried out only after prior written coordination, in an environment set up for that purpose.

D6.5 In so far as mandatory law or the data processing agreement confers more far-reaching audit rights on the client, including article 28(3) of the General Data Protection Regulation and the special rules applying to financial institutions, those rights prevail over this article.

D7 — Security and personal data

D7.1 Article 12 of Part I applies.

D7.2 Where personal data are processed, the client is controller and BNK KAM is processor, and the parties conclude the data processing agreement.

D7.3 Special and sensitive data. The client does not enter special categories of personal data within the meaning of article 9 of the General Data Protection Regulation, personal data relating to criminal matters within the meaning of article 10 thereof, or citizen service numbers, unless BNK KAM has expressly declared the application suitable for that purpose in writing and the parties have made written arrangements in advance about the legal basis, security, retention period and the allocation of the associated obligations. If a data protection impact assessment is required, it takes place before the application is taken into use; BNK KAM provides the assistance prescribed by the data processing agreement. If the client nevertheless enters such data, BNK KAM may suspend the processing or render the data inaccessible in accordance with Annex 2 under G4 and G5, and the consequences of that are for the client's account.

D7.4 Where the data are held. The application runs on infrastructure within the European Economic Area and the data the client enters into it remain there, unless the quotation states otherwise. Processing outside the EEA takes place only on a valid legal basis, which is recorded per party in the annex to the data processing agreement.

D8 — Price and costs

D8.1 The fee is invoiced in advance per period.

D8.2 Article 6.6 of Part I on annual indexation applies. An increase going beyond the index follows article 6.7.

D8.3 If a supplier on which the service depends increases its rates appreciably, BNK KAM may pass on that increase with due regard to article 6.7. The client may in that case terminate with effect from the commencement date.

D9 — Term, renewal and termination

D9.1 The subscription is entered into for the agreed term and is thereafter renewed tacitly each time.

D9.2 Business client: renewal takes place for the same term with a maximum of twelve months. Termination is possible with effect from the end of the current term with one month's notice.

D9.3 Consumer: after the first term the subscription is converted into an agreement for an indefinite period, terminable at any time with a notice period of at most one month.

D9.4 Termination is effected in writing or through the function provided for that purpose in the application. BNK KAM confirms the termination.

D9.5 BNK KAM may terminate the subscription on three months' notice.

D10 — Suspension

D10.1 BNK KAM may suspend access in the event of a payment default lasting more than fourteen days after a reminder, in the event of a breach of Annex 2, and in the event of an acute security risk. In the case of a subscription, suspension on the basis of this article takes the place of withdrawal of a right of use within the meaning of article 9.13.

D10.2 Suspension leaves the payment obligation unaffected. BNK KAM restores access as soon as the ground has been removed.

D10.3 If suspension for payment default lasts longer than sixty days, BNK KAM may dissolve the agreement after a final written warning with a period of fourteen days. During a suspension BNK KAM enables the client, at the client's request and free of charge, to secure its data, at BNK KAM's option by granting access that permits export only, or by providing the client itself with an export in a common, machine-readable format. The client may require this at most once per calendar month. The export window of article D11.3 applies in full also in the event of a dissolution under this paragraph and commences on the date of dissolution.

D10.4 Where the suspension or limitation concerns information stored by the client or its users, Annex 2 under G5 applies. Suspension for payment default does not fall under that.

D11 — Data and exit

D11.1 The data the client enters into the application remain the client's.

D11.2 During the term the client may export its data in a common, machine-readable format. BNK KAM charges no costs for this.

D11.3 After the end BNK KAM keeps the data available for export for at least thirty days. It then deletes them, save for statutory retention obligations, save for data in back-ups that expire in accordance with the regular cycle, and save in so far as mandatory law gives rise to a longer or later-commencing right of access, transfer or retention.

D11.4 On request BNK KAM provides reasonable support with the transition to another supplier. It charges no costs for this in so far as it concerns making the client's data available, opening or maintaining the access required for that purpose, and the further cooperation for which the applicable law provides a prohibition on charging. For work that demonstrably falls outside that, including building a bespoke conversion to another supplier's format, it may charge its usual rate, provided it gives an advance estimate and the client agrees to it.

D11.5 In so far as mandatory law confers more far-reaching rights on the client in respect of switching and data access, those rights prevail.

D12 — Continuity

D12.1 On request BNK KAM will cooperate with a continuity arrangement, including source code escrow with an independent escrow agent. The costs are for the client's account.

D12.2 Without such an arrangement BNK KAM gives no continuity guarantee going beyond articles 17 and 18 of Part I.

D13 — Support

D13.1 Support is provided as described in the Service Level Agreement. If none has been agreed, BNK KAM provides support by e-mail on working days, without a guaranteed response time.

D13.2 Support for questions arising from incorrect use, from modifications by the client, or from third-party systems is charged at the agreed hourly rate.

D14 — Outcomes and decision-making

D14.1 Articles 15.8 to 15.13 inclusive of Part I apply in full to everything the application displays or calculates.

D14.2 Availability and accuracy are separate points of assessment. The availability standards of the Service Level Agreement relate to the availability of the application and not to the accuracy of the outcomes displayed; the two are not equated with one another. An incorrect outcome is not for that reason alone an availability incident and gives no entitlement on that ground to compensation linked to the availability standard. An incorrect outcome may, however, constitute a defect, and may constitute an incident within the meaning of the response times table of the Service Level Agreement, if that follows from the agreement or from that Service Level Agreement. The client's rights in the event of a defect continue to apply in full, including, as against a consumer, Annex 1 under K4.

D14.3 Data the application displays about consumption, costs or scope of use are informative. Only the measurement referred to in article D2.3 is binding.

D14.4 If the client changes settings, filters, delimitations or permissions within the application, the consequences of that for the display are for its account.

D14.5 The client instructs its users about the intended use of the application and about the limits of what it displays.

D15 — Artificial intelligence in a subscription

D15.1 If the application contains AI components, articles C12.1 to C12.3 inclusive apply mutatis mutandis: output is probabilistic and may be incorrect, the client provides for meaningful human oversight, and it warrants the lawfulness of the data it enters.

D15.2 Allocation of roles under the AI Regulation. Who qualifies as provider and who as deployer within the meaning of Regulation (EU) 2024/1689 follows from that regulation and from the factual circumstances. This paragraph describes that allocation and does not alter it. In so far as BNK KAM qualifies as provider in a subscription, among other things by making the application available under its own name, it bears the obligations arising from that role. In so far as the client qualifies as deployer, it bears the obligations arising from that role, including the meaningful human oversight referred to in D15.1. At the outset the parties record in writing whether the application is an AI system within the meaning of that regulation and, if so, whether it qualifies as a high-risk system. They revise that record where the intended purpose or the functionality changes materially.

D15.3 If the client changes the intended purpose of the system, or uses it outside the purpose described in the quotation, it reports this without delay. If the system thereby qualifies as a high-risk system or the client thereby becomes a provider itself, it bears the obligations arising from that and indemnifies BNK KAM against the consequences of the failure to report, with due regard to article 16.

D15.4 Transparency and explanation. BNK KAM ensures that output produced by an AI component is recognisable as such where the law so prescribes. On request it provides, in so far as reasonably available and appropriate to the nature of the application, information about the operation of the AI component, the relevant types of input data, the model components used and the known limitations. It is not obliged to explain for each individual outcome how that outcome came about, in so far as the nature of the technique used does not permit this. This provision does not oblige BNK KAM to disclose trade secrets within the meaning of article 9.10 or data of other clients. If a statutory obligation requires more far-reaching information, that obligation prevails; BNK KAM provides that information in that case in a manner that spares its trade secrets as far as possible.

D15.5 BNK KAM does not use the client's data to train or improve models it deploys with other clients; article C12.4 applies mutatis mutandis.

D15.6 Statement before entering into the subscription. In a subscription too it differs per application whether it contains AI and whether a third-party model is engaged for that purpose. The four situations of article C12.6 apply in full. The quotation or, in the case of a subscription concluded online, the product page states before the agreement is concluded which situation applies, and in situations 3 and 4 also the provider, the region and whether personal data are processed in that connection. If it states nothing, no third-party model is engaged.

D15.7 Third-party models. For an AI operation, only what is necessary for it goes to the provider's environment; the application itself and the data held in it remain on the infrastructure referred to in article D7.4. Where the provider processes personal data on behalf of BNK KAM in that connection, it qualifies as a sub-processor, is included in Annex A to the data processing agreement, and articles 4 and 5 thereof apply. Where no personal data are processed in that operation, the provider is not a sub-processor under that agreement. If the client is a consumer, no data processing agreement is concluded and BNK KAM processes as controller in accordance with article 11.1; it states the providers engaged in that case in its privacy and cookie policy. BNK KAM engages only providers that undertake not to use the data to train or improve their models. Articles C12.7 to C12.10 inclusive apply mutatis mutandis.

D15.8 Informing the client's users. The client informs its own users and the data subjects whose data are held in the application that the application works with artificial intelligence and which data are processed in that connection. As controller it is responsible for this; on request BNK KAM makes available to it the information it needs for that purpose, including a description of the processing and the particulars from D15.6.

D15.9 Modification during the term. If BNK KAM wishes to add an AI function during the term, modify one materially or engage a different provider, article D5 applies and, where personal data are processed, articles 4.2 and 4.3 of the data processing agreement apply: or for as much longer as the data processing agreement or mandatory law prescribes, with a right of objection. If the modification has an adverse effect that is more than minor, the client may terminate with effect from the commencement date. If the client is a consumer, Annex 1 under K8 applies.

D16 — Switching to another provider

D16.1 BNK KAM cooperates with the client's switch to another provider of an equivalent service or to an environment of its own, and with the termination of the service without a switch.

D16.2 The client may initiate the switch with a notice period of at most two months. On expiry of that period a transition period begins during which BNK KAM continues the service and supports the switch.

D16.3 During the switch BNK KAM makes the client's data available, together with the metadata needed to make those data usable, in a common, machine-readable format. On request it provides a description of the structure of the data.

D16.4 BNK KAM charges no costs for making the data available or for cooperation with the switch; article D11.4 elaborates on this.

D16.5 BNK KAM does not obstruct a switch by raising technical, contractual or organisational barriers. If a switch proves technically unfeasible in the manner desired by the client, it reports this with reasons and the parties seek a workable route together.

D16.6 In so far as the applicable law confers more far-reaching rights on the client on switching, those rights prevail over this article and over article D11.

PART VI — MODULE E: DIGITAL PRODUCTS

Supplementary to Part I, applicable to ebooks, prompt packs, practice libraries, templates and comparable digital content that BNK KAM supplies as a separate product.

E1 — Delivery

E1.1 Delivery takes place by making available a download link or access to a secure environment, immediately upon receipt of payment.

E1.2 A download link is valid for a limited time or for a limited number of downloads. If a link does not work, BNK KAM provides a new one free of charge on request.

E1.3 The client is responsible for the hardware and software needed to open the product. The product page states the file format.

E2 — Right of use

E2.1 The client obtains a personal, non-transferable and non-exclusive right to use the product and to print it for his own use.

E2.2 Where the product contains prompts, templates, checklists or model texts, the client may use and adapt them within his own organisation for the purposes of his own business or profession, within the agreed number of users referred to in E2.4. Where the client is a consumer, that right applies to his own personal use. An adapted version remains subject to E2.3 and E2.5. That is what these elements were written for.

E2.3 The following are not permitted: reproducing or making public outside one's own organisation, reselling, lending, placing on a network accessible to third parties, incorporating into one's own paid offering, and using as teaching material for third parties. In short: use is permitted, redistribution for commercial purposes is not.

E2.4 Where a product is purchased by an organisation, the right of use applies solely to the number of employees stated at the time of ordering. If the number of users increases, the client notifies BNK KAM and purchases the difference at the rate applicable at that time.

E2.5 Digital products may carry a marker linked to the buyer. The client may not remove that marker or render it illegible.

E2.6 All rights not expressly granted remain with BNK KAM.

E3 — What a digital product is and is not

E3.1 Our publications offer general, editorially compiled information and practical aids for professional practice. They are tools, not an adviser.

E3.2 A digital product does not constitute legal, tax, medical, financial, accountancy, technical or policy advice, and is no substitute for such advice. Nor does it replace the professional judgement of the user, the applicable professional rules and standards, or an assessment of the specific situation by a duly qualified professional.

E3.3 A digital product is not a conformity assessment, not a risk assessment, not a certification, not an audit and not a decision, and cannot replace any of these. Where statutory tasks are assigned to a manufacturer, professional or competent authority, they remain there.

E3.4 Where a publication describes statutory standards or supervisory frameworks, this is a readable summary of public sources and not an authoritative interpretation. An authoritative interpretation of Union law can come only from the Court of Justice of the European Union.

E3.5 No claims may be derived from the content of a digital product that go beyond the rights arising from the contract, these terms or mandatory law.

E4 — Responsibility of the user

E4.1 The user at all times remains fully responsible for the content, the accuracy and the consequences of every document, item of advice, return, publication and decision that comes about with the aid of a digital product, and signs for it himself.

E4.2 Using a prompt, template or working method from a publication does not shift that responsibility to BNK KAM.

E4.3 Every output generated by an AI system must be checked by the user himself before use and, where standards, statutory provisions, rulings, limit values, amounts or calculations are concerned, verified against the original, dated source document.

E4.4 The user is himself responsible for the data he enters into an AI tool, including the question whether he has a valid basis for doing so and whether he thereby breaches any duty of confidentiality.

E4.5 Where a professional body has its own rules on final responsibility, due care and the signing of documents, those rules prevail. Our publications are written to fit within those rules, not to relax them.

E5 — Sources, reference date and currency

E5.1 Factual assertions that are material to the content of a publication are provided with a reference to a numbered source in the source dossier accompanying that publication. We include figures, statutory provisions and quotations only where they refer to a source in that dossier. If a reference is unexpectedly missing from an assertion, or a reference proves to be incorrect, BNK KAM supplements it or adjusts the assertion on request; that is the primary means of remedy.

E5.2 Where a publication gives an assessment or recommendation of its own that goes beyond the source, this is marked as a position of BNK KAM. A position is not a determination of the law.

E5.3 Every publication states an edition and a reference date. The content describes the state of affairs on that date. Legislation and regulation, and in particular that concerning artificial intelligence, is very much in motion: dates of entry into force and transitional dates shift, legislative proposals may change status and exceptions may lapse.

E5.4 BNK KAM is not obliged to update a digital product already supplied. In the case of decisions with legal, financial, professional or other material consequences, the user consults, insofar as relevant, the official source applicable at that time.

E5.5 This article leaves unaffected the statutory conformity and update obligations towards consumers; Annex 1 applies to those.

E6 — Examples, names and trademarks of third parties

E6.1 All examples, cases and placeholders in our publications are generic and fictitious by design. They do not refer to existing clients, files, cases, organisations or persons. Any resemblance is coincidental.

E6.2 Prompts contain only placeholders for the user to complete, never example amounts, case numbers or statutory provisions that could be mistaken for real ones.

E6.3 Our publications do not present invented authors, experts, bodies or authorities.

E6.4 Third-party brand, product and model names are mentioned solely to illustrate publicly documented research or the practice under discussion. They remain the property of their respective rights holders, and mentioning them implies no cooperation, approval, endorsement or any other connection.

E6.5 Where the names of researchers or authors appear in a publication, they are the actual authors of the works cited, quoted for the purpose of source attribution. They are not employees or spokespersons of BNK KAM.

E7 — Authorship

E7.1 Our publications are editorial works of the knowledge editorial team of BNK KAM. They are attributed to the BNK KAM brand and not to individual persons.

E7.2 The copyright and all other intellectual property rights in the publications vest in BNK KAM. Cited sources remain the property of their respective authors and publishers.

E8 — The limits of our publications

E8.1 Our publications describe how to choose, procure, test, direct and monitor responsibly. They do not describe how to build an AI model, an application or an automated system yourself.

E8.2 Our publications contain no internal working methods, systems, models or prompts of BNK KAM, nor those of third parties. What we build, we sell as a service; what we publish is knowledge about the field.

E8.3 This boundary is express and works both ways: the client can derive no entitlement from a publication to insight into our working methods, and BNK KAM accepts no responsibility for systems the client builds himself on the basis of a publication.

E9 — Liability in the case of digital products

E9.1 BNK KAM is not liable for the decisions the client or user takes on the basis of a digital product, save insofar as the damage results from an attributable failure by BNK KAM in the delivery of the digital product, or from liability that cannot be excluded under Article 15 or under mandatory law.

E9.2 Insofar as BNK KAM is nevertheless liable, that liability is limited to the amount paid for the product concerned.

E9.3 The limitations in this article do not apply in the case of intent or wilful recklessness on the part of BNK KAM, nor insofar as mandatory law does not permit a limitation. Where the client is a consumer, Annex 1 prevails and his statutory rights in the event of non-conformity continue to apply in full.

E10 — Withdrawal

E10.1 Consumers do have a right of withdrawal in the case of digital products. Digital content is not excluded from the right of withdrawal. The main rule is a cooling-off period of fourteen days. Annex 1 applies to consumers.

E10.2 That right lapses only where all three conditions of K2.2 have been met: express prior consent to begin delivery, express acknowledgement of the loss of the right, and confirmation of this on a durable medium. If any one of these is not met, the consumer retains his right of withdrawal and BNK KAM refunds the full amount, even where the file has already been downloaded.

E10.3 BNK KAM does not exclude consumers' right of withdrawal and cannot do so. The provisions on withdrawal are mandatory law; a derogation to the detriment of the consumer is invalid. These terms therefore nowhere state that a consumer would have no cooling-off period in the case of a digital product.

E10.4 Business clients have no statutory right of withdrawal. Digital products supplied to them are not taken back and the purchase price is not refunded, save in the event of non-conformity.

E11 — Artificial intelligence in the case of digital products

E11.1 BNK KAM uses artificial intelligence in researching, writing, organising and designing its digital products. Every publication is checked substantively by people before publication; Articles E5 and E7 apply to that.

E11.2 That is something other than the processing of your data. BNK KAM does not use personal data of the client or user as input for the AI systems deployed in the production of the digital product. The four situations in Article C12.6 therefore do not arise in the case of digital products; there is no third-party model processing your data. Part I applies to other processing of personal data and, where applicable, the data processing agreement.

E11.3 Where a product contains a reference to an AI tool or a prompt that you can use yourself with a provider, that is your own choice and your own relationship with that provider. BNK KAM is not a party to it and Article E4 applies.

E12 — Relationship with the disclaimer in the product itself

E12.1 Every publication contains its own disclaimer or colophon with an explanation tailored to that field. That text is a further elaboration of this module and never a limitation of it.

E12.2 In the event of conflict between the text in a publication and these terms, these terms prevail.

ANNEX 1 — ADDITIONAL PROVISIONS FOR CONSUMERS

This annex applies only where the client is a consumer. In the event of conflict with any other provision of these terms, this annex prevails. Nothing in these terms limits the mandatory rights the consumer derives from the law.

K1 — Information before the order

K1.1 Before the contract is concluded, BNK KAM provides: the identity and address of BNK KAM; the main characteristics of the product; the total price including taxes and all additional costs; the method of payment and delivery; the duration of the contract and the conditions for terminating it; the functionality and the relevant interoperability of digital content; and information about the right of withdrawal.

K1.2 The order button carries the wording "order with an obligation to pay" or an equally unambiguous formulation.

K1.3 After the order, the consumer receives a confirmation on a durable medium, together with these terms and the model withdrawal form.

K2 — Right of withdrawal

K2.1 The consumer has the right to terminate the contract within 14 days without giving reasons. That period begins on the day the contract is concluded in the case of services and digital content, and, in the case of goods, on the day of receipt.

K2.2 Lapse in the case of digital content. Where digital content is supplied that is not supplied on a tangible medium, the right of withdrawal lapses once all three of the following conditions have been met: 1. the consumer has given express prior consent to begin performance before the end of the cooling-off period; 2. the consumer has expressly acknowledged that he thereby loses his right of withdrawal; 3. BNK KAM has confirmed that consent and acknowledgement on a durable medium. If any one of these conditions is absent, the consumer retains his right of withdrawal and BNK KAM refunds the full amount.

K2.3 Lapse in the case of services. In the case of services, the right of withdrawal lapses where the service has been fully performed, performance began at the express prior request of the consumer, and the consumer declared, when making that request, that he would lose his right of withdrawal once BNK KAM had fully performed the contract.

K2.4 Exercise. The consumer gives notice of withdrawal by means of the model form or by another unambiguous statement to info@bnkkam.com. BNK KAM confirms receipt without delay.

K2.5 Refund. BNK KAM refunds all payments received from the consumer within 14 days of receiving the withdrawal, using the same means of payment as was used to pay, unless agreed otherwise. Refunds are free of charge.

K2.6 Missing information. Where BNK KAM has not informed the consumer about the right of withdrawal in accordance with the law, the original cooling-off period is extended by twelve months. If BNK KAM nevertheless provides the required information within that extended period, the cooling-off period ends fourteen days after the day on which the consumer received that information.

K2.7 Proportionate amount on withdrawal after performance has begun. Where the consumer withdraws after performance has begun at his express prior request but before it has been completed, he owes an amount proportionate to what has been supplied at that time, measured against the contract as a whole. Where the agreed price is excessive, the proportionate amount is calculated on the market value of what has been supplied.

K2.8 When the consumer owes nothing. By way of derogation from K2.7, on withdrawal the consumer owes no payment whatsoever where:

he did not expressly request performance to begin within the cooling-off period;
BNK KAM did not inform him, before the contract was concluded, about the right of withdrawal and about the payment that may become due on withdrawal after performance has begun; or
the contract concerns digital content and not all three conditions of K2.2 have been met.

In those cases BNK KAM refunds the full amount received. An advance payment as referred to in Article A6.1 or Article 6.3 does not affect this and is likewise refunded in full in those cases.

K3 — Model withdrawal form

To: BNK KAM, De Nieuwe Erven 3, Unit 15157, 5431 NV Cuijk, info@bnkkam.com

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the sale of the following goods / the supply of the following digital content / the provision of the following service (*):

— Ordered on (*) / received on (*): ..............................
— Name of consumer(s): ..............................
— Address of consumer(s): ..............................
— Order number: ..............................
— Signature (only if this form is notified on paper): ..............................
— Date: ..............................

(*) Delete as appropriate.

K4 — Conformity of digital content

K4.1 BNK KAM supplies digital content that conforms to the contract and that has the characteristics the consumer may expect.

K4.2 In the case of a single supply, the conformity requirement applies at the time of supply. In the case of continuous supply, it applies throughout the entire term.

K4.3 BNK KAM informs the consumer of updates needed to keep the digital content in conformity with the contract, and supplies those updates for the period the consumer may reasonably expect, and, in the case of continuous supply, for the term of the contract.

K4.4 Where the digital content does not conform to the contract, the consumer is entitled to have it brought into conformity free of charge. Where that is impossible or is not achieved within a reasonable period, he is entitled to a price reduction or to terminate the contract, unless the lack of conformity is minor.

K4.5 Where a lack of conformity becomes apparent within one year of supply, it is presumed to have existed at the time of supply, unless BNK KAM proves otherwise.

K5 — Liability towards the consumer

This article replaces part of Article 15. It is a self-contained regime and not a limitation of that article "insofar as permitted": such a formulation offers no protection, because a clause that goes too far is set aside in its entirety and is not reduced to the maximum that would be permissible.

K5.1 Scope. Articles 15.2 to 15.7 do not apply towards the consumer. Instead, only this Article K5 applies. Articles 15.8 to 15.12 describe what a system does and does not do and continue to apply towards the consumer as well, without prejudice to his statutory rights in the event of non-conformity.

K5.2 Basis. BNK KAM is liable towards the consumer for damage resulting from an attributable failure to perform or from a wrongful act, in accordance with the statutory rules.

K5.3 Extent. That liability is limited to € 25,000 per event or series of connected events. Where a digital product is concerned, a limit applies instead of the higher of € 500 or five times the amount paid for that product. This limitation, and this article as a whole, leave unaffected the statutory rights of the consumer in the event of non-conformity and his other mandatory claims. Repair, replacement, price reduction, termination and refund under K4 and under the law are not damages and do not fall within this limitation.

K5.4 No limitation. The limitation in K5.3 does not apply in the case of intent or wilful recklessness on the part of BNK KAM, in the case of damage caused by death or personal injury, in the case of liability for defective products, and insofar as liability may not be limited under mandatory law.

K5.5 No forfeiture period. The notification and forfeiture periods in Article 15.7 do not apply towards the consumer. The statutory limitation periods apply instead.

K5.6 No link to insurance. The extent of liability towards the consumer does not depend on whether, and up to what amount, BNK KAM's liability insurance pays out.

K5.7 Indirect damage. The exclusion of indirect damage in Article 15.3 operates towards the consumer only in respect of lost profit, lost turnover and lost savings that he would have realised in the exercise of a profession or business.

K6 — Complaints and disputes

K6.1 Complaints may be submitted via info@bnkkam.com. BNK KAM confirms receipt within five working days and responds substantively within 14 days.

K6.2 Where the parties cannot resolve the matter, the consumer may bring the dispute before the competent court. He may also make use of out-of-court dispute resolution insofar as a competent body is available; BNK KAM provides the details applicable at that time on request.

K6.3 The consumer always retains the protection of the mandatory provisions of the law of the country where he has his habitual residence.

K7 — Subscriptions

K7.1 A subscription with a consumer is converted, after the initial term, into a contract for an indefinite period, terminable on notice of no more than one month.

K7.2 A price increase entitles the consumer to terminate the contract free of charge with effect from the date on which the increase takes effect.

K8 — Modification of digital content supplied on a continuous basis

Applicable where BNK KAM supplies an application or other digital content to the consumer over a period of time, for example under a subscription.

K8.1 Scope. This article applies only to modifications that go beyond what is necessary to keep the application in conformity with the contract. Updates, repairs and security measures needed for that purpose fall under K4.3 and not under this article; BNK KAM may implement those without a notice period, in accordance with Article D5.3.

K8.2 Valid reasons. BNK KAM may modify the application during the term on one or more of the grounds set out in Article D5.1. A modification on any other ground does not bind the consumer.

K8.3 Free of charge. A modification under this article entails no additional costs for the consumer.

K8.4 Information. BNK KAM informs the consumer clearly and comprehensibly about the modification.

K8.5 Adverse effect. Where the modification has a more than minor negative effect on access to or use of the application, BNK KAM informs the consumer at least thirty days in advance, on a durable medium, stating the nature and timing of the modification and his right under K8.6.

K8.6 Right to terminate. In the case of K8.5, the consumer may terminate the contract free of charge within thirty days of receiving the information or, if later, after the time of the modification. That right does not exist where BNK KAM offers him the possibility of continuing to use the application without the modification and without additional cost, and the application remains in conformity with the contract.

K8.7 Where the contract is terminated under K8.6, BNK KAM refunds the part of the prepaid fee relating to the period after termination, and Article D11 applies in full to the consumer's data.

K9 — Additional provisions towards the consumer

Each of these provisions replaces or limits a provision of Part I. They are gathered here so that the consumer can find them in one place; a cross-reference to this annex appears at the provision itself.

K9.1 Indemnity (in relation to Article 16). The consumer indemnifies BNK KAM only against third-party claims resulting from a failure or wrongful act attributable to him, and only up to the amount he has become due to BNK KAM under the contract. Articles 16.3 and 16.4 apply mutatis mutandis for the benefit of the consumer.

K9.2 Complaint period (in relation to Article 19.1). The period in Article 19.1 does not begin to run towards the consumer before the moment at which he actually discovered the defect; the phrase "or ought reasonably to have discovered" does not apply towards him. Notification within two months of that discovery is timely in any event. The period does not operate towards the consumer as a forfeiture period: a later notification is not late for that reason alone.

K9.3 Termination (in relation to Articles 18.4, A20.2 and B12.2). Where the consumer terminates a project contract prematurely, he owes only: the work performed up to that moment at the agreed rate, and the obligations entered into by BNK KAM towards third parties that cannot be cancelled. The percentage of 25% for reserved capacity does not apply towards him. This leaves his right of withdrawal under K2 unaffected; that right prevails.

K9.4 Time periods (in relation to Article 4.2). Where a period is exceeded, the consumer retains his statutory rights, including the right to performance, termination and damages in accordance with the statutory rules. Article 4.2 does not deprive him of those rights.

K9.5 Invoices and suspension (in relation to Articles 6.5 and 6.8). The consumer may suspend payment and set off in accordance with the statutory rules; Article 6.5 does not apply towards him. The fourteen-day period in Article 6.8 does not operate towards him as a forfeiture period.

K9.6 Modification of the terms (in relation to Article 21). A modification of these terms takes effect towards the consumer only where it is based on one of the grounds set out in Article 21.1, has been notified to him at least thirty days in advance on a durable medium stating that ground, and he has been informed at the same time of his right to terminate the contract free of charge. If he does not terminate, he is not deemed to have agreed to a modification that restricts his statutory rights.

K9.7 Imitation (in relation to Articles 9.8 and 9.11). Only points c, d, f and h of Article 9.8 apply towards the consumer. The liquidated damages in Article 9.11 do not apply towards him; only the damage actually suffered is due.

K9.8 Collection costs (in relation to Article 6.9). Article 6.9 does not apply towards the consumer. Article 6.4 applies to extrajudicial costs, and only the statutory rules apply to legal costs.

K9.9 Guarantee (in relation to Articles A18 and C16). The guarantee periods in Articles A18.1 and C16.1 do not operate towards the consumer as forfeiture periods and do not limit his statutory rights as to conformity. After those periods have expired he retains his statutory rights to repair, replacement, price reduction and termination, and K4 and K9.2 apply in full. The lapse of the guarantee under Article A18.2 or C16.2 affects only the contractual guarantee and not those statutory rights, and moreover operates towards him only insofar as the defect actually results from the circumstance referred to there.

ANNEX 2 — RULES OF USE

Applicable to all use of systems, applications and services of BNK KAM.

G1 — Permitted use

G1.1 Use the services solely for the purpose for which they were supplied and in accordance with the law and the documentation.

G2 — Prohibited use

It is not permitted to:

G2.1 use the services for acts contrary to the law or to the rights of third parties;

G2.2 store or distribute unlawful, infringing, discriminatory, threatening or otherwise illegal content;

G2.3 enter data for which there is no valid basis for processing, or enter special categories of personal data, personal data of a criminal nature or citizen service numbers without BNK KAM having expressly declared the application suitable for that purpose and the parties having made written arrangements about it in advance, all in accordance with Article D7.3;

G2.4 circumvent security measures, exploit vulnerabilities, or obtain or attempt to obtain unauthorised access;

G2.5 place a disproportionate load on the infrastructure, or query, read out or copy the interface by automated means outside the interfaces intended for that purpose;

G2.6 reverse-engineer, decompile or disassemble source code, save insofar as mandatory law permits this; Article 9.9 describes what is permitted in any event;

G2.7 use the services, their output or the documentation to develop, or have developed, a competing or substitute product, to benchmark, or to train a model, and to adopt the design, structure or data model; Article 9.8 elaborates on this and Article 9.11 attaches liquidated damages to it;

G2.8 share access credentials with persons outside the agreed circle of users;

G2.9 present output of AI components as human work where transparency is legally required, or use that output without checking for decisions with consequences for persons.

G3 — Reporting vulnerabilities

G3.1 If you discover a vulnerability, report it to info@bnkkam.com and do not exploit it. BNK KAM deals with reports and takes no legal action against reporters who act carefully and in good faith and who do not disclose the vulnerability before it has been remedied.

G4 — Consequences of breach

G4.1 In the event of a breach, BNK KAM may suspend access, remove content and terminate the contract in accordance with Article 14.2, without prejudice to its right to damages. Where the measure concerns stored information, G5 applies in addition.

G5 — Notices and decisions concerning stored information

Applicable where BNK KAM stores information provided by the client or his users, for example in the case of hosting or of an application into which data are entered.

G5.1 Point of contact. Notices concerning information that the notifying party considers unlawful may be submitted via info@bnkkam.com. That address is also the point of contact for authorities and for recipients of the service. Communication is possible in Dutch and in English.

G5.2 Notices. A notice contains a sufficiently substantiated explanation of the reasons why the information would be unlawful, an indication of the exact location, and the contact details of the notifying party, together with a statement that the notifying party is in good faith convinced that the information and allegations contained in the notice are accurate and complete, unless the information concerns matters whose criminal character does not lend itself to identification of the notifying party. BNK KAM confirms receipt.

G5.3 Handling. BNK KAM handles notices in a timely, diligent, non-arbitrary and objective manner, and informs the notifying party of its decision, stating where relevant whether the decision was taken in response to a notice or as a result of its own investigation.

G5.4 Statement of reasons. Where BNK KAM restricts the visibility of information, removes it, suspends the service or terminates the contract on account of the content of stored information, it provides the party that supplied the information with a clear and specific statement of reasons. That statement sets out: the scope and duration of the measure, the facts and circumstances on which the decision is based, whether the decision was taken partly by automated means, the ground in the law or in these terms on which it is based, and the possibilities of challenging the decision.

G5.5 Exception. The duty to state reasons does not apply where an authority has ordered that the party that supplied the information is not to be informed, and does not apply where BNK KAM does not have the contact details required for that purpose.

G5.6 Objection. The party that supplied the information may object via the point of contact. BNK KAM reconsiders the decision and informs him of the outcome with reasons. This leaves recourse to the courts and to out-of-court dispute resolution unaffected. Insofar as BNK KAM offers an online platform to which Article 20 of Regulation (EU) 2022/2065 applies, it additionally applies that the objection may be submitted free of charge and by electronic means for six months after the decision, and that it is reconsidered in a timely, non-discriminatory, diligent and non-arbitrary manner by staff who are adequately qualified for that purpose and not solely by automated means.

G5.7 Relationship with payment default. Suspension on account of payment default does not fall under this article; Article D10.1 applies to that.

G5.8 Insofar as mandatory law imposes more far-reaching obligations on providers of hosting services, those prevail over this article.

Filing and where to find these terms. These terms are published on bnkkam.com and are sent with every quotation. On request, BNK KAM sends them free of charge.

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