| Registered name | Vbuddy B.V. |
| Legal form | Private limited company (B.V.) |
| Address | Torenlaan 5, 1402 AT Bussum, NL |
| Chamber of Commerce no. | 42160125 |
| Branch number | 000066656044 |
| Website / App | www.vbuddy.nl / app.vbuddy.nl |
These General Terms and Conditions apply to all services, software, subscriptions, documents, agreements and other services provided by Vbuddy B.V., regardless of the website, application, domain name, trade name or other channel through which the services are offered or the agreement is concluded.
Vbuddy was developed from the practical experience of Externevervoersmanager.nl and is operated by Vbuddy B.V.
This is an English translation of the original Dutch-language General Terms and Conditions, provided for convenience. In the event of any discrepancy or difference in interpretation, the Dutch text shall prevail, as further set out in Article 25.6.
Contents
1. Definitions
1.1 Service Provider — Vbuddy B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its place of business at Torenlaan 5, 1402 AT Bussum, the Netherlands, registered with the Commercial Register of the Dutch Chamber of Commerce (Kamer van Koophandel) under number 42160125 (branch number 000066656044). All agreements are concluded with, and all invoicing takes place from, Vbuddy B.V., regardless of the website, application, domain name, trade name, e-mail address or other channel — including www.vbuddy.nl and app.vbuddy.nl, and whether or not operated or managed by the Service Provider or a Related Party — through which the services are offered or the agreement is concluded, and regardless of the country for which the services are provided. The current details of Vbuddy B.V. can be consulted free of charge in the Dutch Commercial Register (Handelsregister) at www.kvk.nl. For services relating to a permit or procedure outside the Netherlands, see also Article 25.8. 1.2 Platform — All websites, software, applications, portals, AI functionalities and other digital services offered or managed by the Service Provider, including in any event the website www.vbuddy.nl and the web application app.vbuddy.nl. Where these General Terms and Conditions refer to "Software", this means the software forming part of the Platform. 1.3 Client — Any natural person or legal entity acting in the course of a profession or business who makes use of the services of the Service Provider, including a Transport Manager Client. 1.4 Permit Holder — The undertaking to which a national or Community licence for the professional carriage of goods by road, or a Community licence for passenger transport by bus or coach, has been or will be granted, including a licence issued by NIWO, Kiwa Register or a comparable competent Belgian or other foreign authority. For the purposes of these General Terms and Conditions, taxi transport is excluded unless the parties expressly agree otherwise in writing. 1.5 Transport Manager — The internal or external transport manager (vervoersmanager) as referred to in Regulation (EC) No 1071/2009 and the applicable national laws and regulations. The Service Provider never acts as Transport Manager itself, as further set out in Article 7.8. 1.6 Transport Manager Client — The Transport Manager who, as an independent entrepreneur, whether or not through its own legal entity, works or intends to work as an external Transport Manager, invoices its services to the Permit Holder, and registers or has registered in that capacity as a Client with the Service Provider for support, matching or use of the Platform. 1.7 Match — The moment at which the Service Provider brings about a specific introduction or connection between a Permit Holder and a Transport Manager Client with a view to possible cooperation in which the Transport Manager Client acts as external Transport Manager. A Match has in any event occurred once the Service Provider introduces the parties to each other, exchanges contact details, facilitates a joint discussion or otherwise enables them to enter into direct contact with each other. A Match does not require that cooperation, a management agreement, grant of a licence or any other agreement subsequently actually materialises. 1.8 Account — The Client's personal access to the Platform. 1.9 Agreement — Any agreement between the Service Provider and the Client to which these General Terms and Conditions apply. 1.10 Services — All services offered by or on behalf of the Service Provider, including permit guidance, intermediary and matching services, making the App available (including tachograph analysis, archiving and the Audit Log), software, digital services, AI functionalities, documents, support and other activities. 1.11 In writing — Both on paper and by electronic means, including communication by e-mail, WhatsApp, an online environment, digital signature or any other electronic means of communication of which the content is reproducible. 1.12 Confidential Information — All information that the parties provide to each other in connection with the agreement and which is known or ought reasonably to be known to be of a confidential nature, including in any event personal data and business and financial information. 1.13 GDPR — The General Data Protection Regulation (Regulation (EU) 2016/679) and the implementing legislation based thereon. 1.14 Data Processing Agreement — The agreement referred to in Article 20, in which the parties further regulate the processing of personal data within the meaning of the GDPR. 1.15 Start-up Fee — The one-off fee payable by the Client for support provided by the Service Provider when going through the process, for the first time, of using the Service Provider's services, whether as a Permit Holder or as a Transport Manager Client, as further set out in Article 14. 1.16 Support Fee — Any fee, other than the Start-up Fee, payable by the Client for support provided by the Service Provider, including but not limited to support with a regular application to NIWO, Kiwa Register or a comparable competent Belgian or other foreign authority, a change of transport manager, or any other, possibly repeated or recurring, form of support, as further set out in Article 14. 1.17 App — The web application app.vbuddy.nl and its associated functionalities and modules, made available on the basis of a Subscription. Terms relating specifically to the App, such as Subscription, Plan, User, Driver, Tachograph Data, Analysis, Archive and Audit Log, are defined in Annex 2. 1.18 Intermediation Fee — The one-off and/or recurring fee payable as a result of a Match brought about by or through the Service Provider, as agreed upon the one-time acceptance by the Transport Manager Client on the Platform or, where applicable, separately In writing for a specific Match. The amount, calculation method, basis and any other commercial terms are made known upon that acceptance or arrangement. 1.19 Affiliated Undertaking — An undertaking that is directly or indirectly connected with a Client within a group, is under the same ultimate control, or in which the same ultimate beneficial owner directly or indirectly exercises decisive control. 1.20 Cooperation — The cooperation arising from a Match between a Permit Holder and a Transport Manager Client in which the Transport Manager Client acts as external Transport Manager, regardless of its form (such as a management agreement or other service agreement) and regardless of whether it runs directly or through an Affiliated Undertaking.
1.21 Related Party — The sole proprietorship trading under the name Externevervoersmanager.nl (Chamber of Commerce number 50793543), as well as any legal successor to (any part of) the business of that sole proprietorship.
2. Business use (exclusion of consumers)
2.1 The services of the Service Provider are intended exclusively for natural persons and legal entities acting in the course of a profession or business. 2.2 By entering into an agreement or making use of the services, the Client declares that it is acting in the course of a profession or business and not as a consumer. 2.3 The statutory provisions on consumer protection, including the statutory right of withdrawal, do not apply to agreements to which these General Terms and Conditions apply, to the extent permitted by law. 2.4 If the Service Provider may reasonably suspect that the Client is not acting in the course of a profession or business, it shall give the Client the opportunity to demonstrate the contrary within seven (7) calendar days, for example by providing an extract from the Commercial Register. If the Client fails to do so, the Service Provider is entitled to suspend or terminate the agreement, the Account and/or the services, in whole or in part. 2.5 The services for Transport Manager Clients are intended exclusively for Transport Managers who act as independent entrepreneurs in the capacity of external transport manager and invoice their services to the Permit Holder. To that end, the Transport Manager Client shall hold a valid registration in the Dutch Commercial Register or a comparable Belgian register and, where required, a VAT identification number. It is itself responsible for a business and invoicing structure compatible with applicable laws and regulations and the requirements of the competent licensing authority. Without a valid registration, a Transport Manager Client cannot register as a Client. 2.6 The Transport Manager Client remains responsible for the legal, tax, corporate and licensing consequences of the business, contracting and invoicing structure chosen by it. The Service Provider does not warrant that a structure chosen by the Transport Manager Client will be accepted by NIWO, Kiwa Register, a competent Belgian authority, the Dutch Tax and Customs Administration or any other authority. 2.7 The Client warrants the accuracy of the business details it provides, including its Chamber of Commerce number and VAT identification number. The Service Provider is entitled to verify these details in the Commercial Register or a comparable public register. 2.8 The Service Provider does not provide employment placement services (arbeidsbemiddeling). If, after a Match between a Permit Holder and a Transport Manager Client, an employment agreement or other internal appointment is nevertheless entered into, the Transport Manager Client shall owe no Intermediation Fee and no penalty under Article 24 in respect of that appointment, and any fees paid by it relating to the placement in that appointment shall be refunded to it. In that case, the Service Provider may agree a fee exclusively with the Permit Holder. This paragraph concerns an expressly agreed employment agreement or internal appointment, and not a later tax or employment-law reclassification of a Cooperation entered into as a service agreement; Article 12.10 applies to the latter. 2.9 The Transport Manager Client warrants that it observes the limits imposed by Article 4(2) of Regulation (EC) No 1071/2009 and applicable national regulations on acting as external transport manager, including the maximum number of undertakings (four) and the maximum combined number of vehicles (fifty), and the requirement of a genuine link with each undertaking. It shall notify the Service Provider before a Match or the start of a Cooperation if it would thereby exceed those limits. The Service Provider does not verify this and is not liable for the consequences of exceeding them.
3. Applicability
3.1 These General Terms and Conditions apply to all quotations, offers, agreements and services of the Service Provider. 3.2 These General Terms and Conditions also apply to all work performed by or on behalf of the Service Provider, including work performed by directors, employees, advisers, contractors and other third parties engaged by the Service Provider. 3.3 Deviations from and additions to these General Terms and Conditions are only valid if expressly confirmed In writing by the Service Provider, and apply only to the agreement for which they were agreed. 3.4 The applicability of any general terms and conditions of the Client is expressly excluded. 3.5 If the Service Provider does not always require strict compliance with these General Terms and Conditions, this does not mean that their provisions do not apply, or that the Service Provider loses the right to require strict compliance in other cases. 3.6 These General Terms and Conditions also apply to additional and follow-up assignments from the Client, even if no express reference is made to these General Terms and Conditions again. 3.7 In the event of conflict between a separate written agreement, the annexes and these General Terms and Conditions, the following order of precedence shall apply — unless the parties agree otherwise In writing: (a) the separate written agreement; (b) Annex 1 (Data Processing Agreement), to the extent it concerns the processing of personal data; (c) Annex 2 (Special Terms for the Vbuddy App), to the extent it concerns the App; and (d) these General Terms and Conditions.
4. Accounts and access
4.1 Where an Account is required for the services, the Client is responsible for the accuracy and currency of the data provided and for keeping its login credentials confidential. 4.2 The Account is personal and may not be made available to or transferred to third parties without the Service Provider's prior written consent. 4.3 The Client is responsible for all actions carried out through its Account and shall notify the Service Provider without delay if it knows or reasonably suspects that unauthorised persons have gained access to its Account or login credentials. 4.4 The Service Provider is entitled to block, suspend or terminate an Account, in whole or in part, if the Client acts in breach of the agreement, these General Terms and Conditions or applicable laws and regulations, or where
this is reasonably necessary for the safety, continuity or integrity of the services. The measure shall be limited to what is necessary in the circumstances. The Service Provider shall inform the Client in advance where possible, and otherwise without delay afterwards, stating the reason. 4.5 The Service Provider is not liable for damage resulting from unauthorised use of an Account, unless caused by intent or deliberate recklessness (opzet of bewuste roekeloosheid) on the part of the Service Provider. 4.6 The Client shall report any (suspected) breach of the security of personal data that has occurred via an Account to the Service Provider without delay, and in any event within twenty-four (24) hours of becoming aware thereof, without prejudice to the provisions of Article 20. 4.7 Unless Annex 2 provides otherwise, after termination of the Account the Client may, for thirty (30) calendar days, download the documents stored by or for it via the Platform or receive them by e-mail on request, to the extent they are still retained at that time. After that period, they are deleted in accordance with Article 20 and Annex 1.
5. Payment
5.1 Unless agreed otherwise in writing, all rates charged by the Service Provider are exclusive of VAT and other government-imposed taxes, levies and duties. 5.2 Invoices must be paid in full within fourteen (14) calendar days of the invoice date, unless agreed otherwise in writing. 5.3 If the Client fails to pay an invoice on time, it shall be in default by operation of law, without any further notice of default being required. 5.4 From the moment of default, the Client shall owe the statutory commercial interest referred to in Section 6:119a of the Dutch Civil Code (Burgerlijk Wetboek). In addition, the Client shall owe the extrajudicial collection costs, calculated in accordance with the scale set out in the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten), with a minimum of €40, as well as the reasonable costs of legal proceedings, to the extent permitted by law. 5.5 The Service Provider is entitled to suspend performance of the agreement, in whole or in part, for as long as the Client has not fully satisfied its payment obligations. 5.6 The Client is not entitled to suspend, set off, or withhold any payment obligations, unless mandatory law provides otherwise. 5.7 Payments shall first be applied to any interest and costs owed and thereafter to the oldest outstanding invoice, regardless of any different payment reference given by the Client. 5.8 If the Client provides incorrect or incomplete information as a result of which taxes, levies or other costs have not been calculated, or have been incorrectly calculated, the Service Provider is entitled to recover these from the Client afterwards. 5.9 The Client shall notify the Service Provider In writing, with reasons, of any objections to (the amount of) an invoice within fourteen (14) calendar days of the invoice date. The undisputed part of the invoice shall be paid on time. After this period has expired, the invoice shall be deemed correct between the parties, subject to evidence to the contrary.
6. Formation of the agreement
6.1 An agreement is formed as soon as the Client accepts an offer or quotation from the Service Provider, signs an agreement, pays an invoice in whole or in part, the Service Provider commences the services with the Client's consent, or it reasonably follows from the parties' conduct that agreement has been reached. 6.2 An agreement may be formed both in writing and electronically, including by way of communication via e-mail, WhatsApp, digital signature, an online environment or any other electronic means of communication. 6.3 Electronic communications, digital log files, account data, payment data and other electronic data may be used by the parties as evidence of the formation, content and performance of the agreement, subject to evidence to the contrary to be provided by the Client. 6.4 Obvious clerical, typing, calculation or other manifest errors in quotations, agreements, invoices or other statements of the Service Provider shall not bind the Service Provider. The Service Provider is entitled to correct such errors at any time. 6.5 All offers and quotations issued by the Service Provider shall, unless a different period is expressly stated therein, remain valid for thirty (30) calendar days from the date of the offer or quotation. After expiry of that period, no rights may be derived from the offer or quotation unless the Service Provider subsequently expressly confirms the acceptance in writing. 6.6 The Service Provider shall make these General Terms and Conditions available to the Client electronically before or at the time the agreement is concluded, in such a way that the Client can store and consult them, including as a downloadable PDF file via www.vbuddy.nl and app.vbuddy.nl, or as an attachment to a quotation, offer or confirmation. At the Client's request, these General Terms and Conditions shall be sent by e-mail free of charge. 6.7 The Client expressly accepts these General Terms and Conditions, including by ticking the relevant box when creating an Account or submitting a request via the Platform, by confirming In writing, or by signing an agreement or quotation that refers to these General Terms and Conditions. Once accepted, these General Terms and Conditions also apply to subsequent agreements between the parties, without needing to be made available again each time. 6.8 The Transport Manager Client accepts the terms of the Intermediation Fee once, as a condition for being matched with Permit Holders. This takes place by ticking the relevant box in its personal environment on the Platform, or by written confirmation by e-mail. The amount, calculation method and basis of the Intermediation Fee are made known exclusively and individually to the Transport Manager Client, in that personal, non-public environment or in the relevant e-mail, and are not published in these General Terms and Conditions or on a public website. A different arrangement may be agreed In writing for an individual Match, which shall then be confirmed before or no later than upon formation of the Cooperation. Electronic acceptance, digital registration, e-mail confirmation and other reproducible electronic data serve as evidence in accordance with paragraph 3.
7. Provision of services
7.1 The Service Provider may act as platform operator, intermediary, permit guidance provider, software supplier, or in any other capacity connected with the agreed services, with the exception of acting as transport manager (see paragraph 8). 7.2 The Service Provider shall perform only the work expressly agreed between the parties. 7.3 Unless agreed otherwise in writing, the Service Provider is not a party to any agreements or arrangements between the Client and third parties, including transport managers, advisers or other service providers. 7.4 The Service Provider is not obliged to mediate in disputes between the Client and third parties, nor to give a substantive opinion thereon. 7.5 The Service Provider is entitled to modify, expand, restrict or temporarily suspend the services, the Platform, the Software or other digital functionalities, where reasonably necessary for its business operations, safety, continuity, maintenance or compliance with laws and regulations. A change that materially alters the core of the agreed services to the Client's detriment shall be announced In writing at least thirty (30) calendar days in advance; in that case the Client is entitled to terminate the agreement with effect from the date the change takes effect. Planned maintenance shall, where possible, be announced in advance and carried out outside office hours. 7.6 The Service Provider shall use reasonable efforts to perform the services as a diligent contractor (goed opdrachtnemer) within the meaning of Section 7:401 of the Dutch Civil Code, with the care, expertise and professionalism that may reasonably be expected in that regard. The Service Provider does not guarantee that the services, software or digital functionalities will at all times be available uninterrupted, error-free or free of disruptions. 7.7 The Service Provider is entitled to make use of employees, advisers, subcontractors and other third parties engaged by it in performing the agreement. 7.8 The Service Provider never itself acts as (internal or external) transport manager within the meaning of Regulation (EC) No 1071/2009 and does not make available any transport manager employed by it or working under its responsibility. A Transport Manager who is introduced to a Permit Holder by or through the Service Provider is an independent third party who does not act on behalf of or under the responsibility of the Service Provider. The Service Provider is not a party to the (management) agreement between the Permit Holder and the Transport Manager and is not liable for the acts or omissions of the Transport Manager, without prejudice to its own liability for an attributable failure in the services it performs itself. 7.9 A Match is aimed at cooperation in which the Transport Manager Client acts as an independent external Transport Manager on the basis of a management agreement or comparable service agreement with the Permit Holder. The content of that legal relationship is determined by the Permit Holder and the Transport Manager Client and, where applicable, by the requirements and decision of the competent licensing authority. The Service Provider does not become a party to that legal relationship by bringing about a Match. If an internal appointment is nevertheless made after a Match, Article 2.8 applies. 7.10 After a Match has been brought about, the Service Provider may support the parties concerned in preparing and carrying out a licence application, change of transport manager or related procedure. Decisions concerning the grant, amendment, continuation, suspension or revocation of a licence are taken exclusively by the competent authority. The Service Provider cannot guarantee the outcome.
8. AI, software and document generator
8.1 In performing the services, the Service Provider may make use of software, automation, artificial intelligence (AI), document generators and other digital tools. 8.2 Documents, analyses, calculations, Alerts, conclusions or other information generated with the aid of AI, software, automation or document generators are, to the extent they have not been substantively reviewed by the Service Provider, solely supportive in nature. They do not constitute an official assessment by a licensing, supervisory or enforcement authority and do not constitute legal, tax, financial or other specialist advice unless expressly agreed otherwise In writing. 8.3 The Client remains responsible for verifying the accuracy, completeness and suitability of the documents, analyses, advice and other information provided by the Service Provider before making use thereof. 8.4 The Service Provider is not liable for damage arising because the Client acts, without a reasonably required independent review, on the basis of automatically generated information, Alerts, analyses or conclusions where it was clear to the Client that these had not been substantively reviewed by the Service Provider. This does not affect the Service Provider's liability for an attributable failure in professional work performed by the Service Provider itself, subject to Article 16. 8.5 The Service Provider is entitled to modify, expand, replace or discontinue AI functionalities, software and document generators during the term of the agreement. 8.6 The Service Provider complies with the applicable transparency obligations under Article 50 of Regulation (EU) 2024/1689, to the extent the nature of the AI system used and its actual capacity as provider or deployer give cause to do so. Upon the Client's written request, the Service Provider may, to the extent reasonably possible and necessary, provide further information about the use of AI within the services. 8.7 The Service Provider does not use the Client's personal data or Confidential Information to train its own general AI models and does not knowingly make such data available for training general AI models of third parties, unless there is a valid legal basis and the Client has been informed in advance or, where required, has given consent. When engaging AI service providers, the Service Provider shall implement appropriate contractual and technical safeguards in accordance with Article 20 and Annex 1. 8.8 The Service Provider lists the AI service providers it engages in the overview of Sub-processors referred to in Article 6.4 of Annex 1. AI-generated explanations are shown in the App in a manner that makes them recognisable as such.
9. External data sources
9.1 The Service Provider is entitled, in performing the services, to make use of data originating from third parties, including government authorities, registers, software suppliers, AI services and other external data sources. 9.2 The Service Provider may assume the accuracy of this data, unless it knows or ought reasonably to know that it is incorrect. 9.3 The Service Provider is only liable for damage resulting from incorrect, incomplete, outdated or unavailable data originating from external data sources if it knew or ought reasonably to have known of the inaccuracy or incompleteness as referred to in paragraph 2, and in that case subject to the limitations of Article 16. 9.4 The Service Provider is not obliged to independently verify the accuracy or completeness of data originating from external data sources, unless agreed otherwise in writing or unless mandatory law provides otherwise.
10. Data, documents and cooperation
10.1 The Client is responsible for the accuracy, completeness, currency and timely provision of all data, documents and other information relevant to the performance of the agreement. 10.2 In performing the agreement, the Service Provider may assume the accuracy and completeness of the data provided by the Client and is not obliged to independently verify it, unless agreed otherwise in writing or unless mandatory law provides otherwise. 10.3 If the Client fails to provide the necessary data, documents or cooperation in good time, the Service Provider is entitled to suspend performance of the agreement until the Client has done so. Any resulting delay shall be for the account and risk of the Client. Additional work that becomes necessary as a result shall be charged at the applicable rates, after the Service Provider has informed the Client thereof in advance. 10.4 The indemnification under Article 19 applies to claims by third parties arising from incorrect, incomplete or unlawful data, documents or information provided by the Client. 10.5 The Service Provider shall not retain the data and documents provided by the Client for longer than is necessary for the performance of the agreement and compliance with applicable laws and regulations, taking into account the retention periods set out in Article 20 and Annex 1, unless agreed otherwise In writing. 10.6 To the extent the Service Provider, in the context of the agreed services, files applications, notifications or performs other acts with NIWO, Kiwa Register or another competent authority on behalf of the Client, the Client grants it a power of attorney for that purpose which applies solely to the relevant assignment. The Service Provider acts only on the basis of data and documents provided and approved by the Client. If an authority requires a separate or signed authorisation, the Client shall provide it upon first request.
11. Duty to inform and report
11.1 The Client shall notify the Service Provider In writing without delay, and no later than seven (7) calendar days after becoming aware of them, of all circumstances that (may) be relevant to the performance of the agreement, the permit or the legal position of the Transport Manager. These include in any event: a. changes in the legal form, directors, ownership structure, business address or business activities of the undertaking; b. changes in vehicles, permits or financial position, to the extent relevant to the permit; and c. inspections, investigations, warnings, fines, sanctions or other measures by competent authorities. 11.2 If the Service Provider or the Transport Manager requests the Client In writing to provide information, documents or cooperation relevant to the performance of its task or to the permit, the Client shall provide these without delay and no later than within fourteen (14) calendar days, unless a longer period is stated in the request. 11.3 The Service Provider may assume the accuracy and completeness of the information provided by the Client. If the Client fails to comply, or fails to comply in time, with its obligations under this article, the consequences — including consequences for the permit and measures taken by competent authorities — shall be for the account and risk of the Client, and the Service Provider and the Transport Manager shall not be liable for any resulting damage. In that case, the Service Provider may suspend performance of the agreement in accordance with Article 22. 11.4 Written requests, reminders, advice and warnings from the Service Provider or the Transport Manager, sent by e-mail, via the Platform or otherwise in accordance with Article 6.2, shall, subject to evidence to the contrary, serve as evidence that the relevant information was requested or that the Client was warned, as applicable. 11.5 The Client's obligations under this article apply equally towards the Transport Manager engaged with or introduced to the Client by or through the Service Provider. This paragraph constitutes an irrevocable third-party stipulation (derdenbeding) made without consideration for the benefit of that Transport Manager, who may independently invoke it. 11.6 For a Transport Manager Client, the duty to report applies only to circumstances that affect, or may affect, its professional competence, its reliability and good repute as transport manager within the meaning of Regulation (EC) No 1071/2009 (including any revocation, suspension or refusal of a Certificate of Conduct (VOG)), its Chamber of Commerce registration, and measures that NIWO, Kiwa Register, the Human Environment and Transport Inspectorate (ILT) or a comparable foreign authority takes or is considering taking against it in that capacity. With regard to the undertaking(s) for which it acts or intends to act, the duty to report applies only to circumstances of which it is aware or ought reasonably to be aware in its role. 11.7 Paragraph 6 does not affect the fact that the undertaking for which the Transport Manager Client acts, to the extent that undertaking is itself a Client, remains fully bound by the duty to report under paragraphs 1 through 5. 11.8 A Permit Holder cooperating with a Transport Manager Client through a Match shall notify the Service Provider
without delay, and no later than within seven (7) calendar days, of the commencement, change, suspension or termination of that Cooperation.
12. Role of the service provider and position of the
transport manager 12.1 The Service Provider's services constitute a best-efforts obligation. The Service Provider shall perform the agreed work with the care and expertise that may reasonably be expected of a professional service provider, taking into account the nature and scope of the agreed work. The Service Provider does not guarantee that a particular result will be achieved, including the obtaining, retention, amendment or renewal of a licence. Any timeframes or turnaround times are indicative unless a strict deadline has expressly been agreed In writing. The mere expiry of an indicative timeframe does not constitute a failure to perform and does not in itself entitle the Client to compensation, dissolution or suspension of its obligations. This is without prejudice to the Client's statutory and contractual rights if, after a proper written notice of default, the Service Provider fails to perform within a reasonable additional period specified therein. Any liability remains subject to Article 16. 12.2 The Permit Holder remains at all times fully responsible for its business operations and for compliance with all applicable laws and regulations, including the obligations arising from Regulation (EC) No 1071/2009 and other applicable national and international regulations governing the profession of road transport operator, whether concerning the carriage of goods or passenger transport. This does not affect the fact that the transport manager bears its own, personal responsibility under Regulation (EC) No 1071/2009 for genuinely, effectively and continuously managing the Permit Holder's transport activities and for maintaining its own reliability and professional competence. The Permit Holder shall enable the transport manager to properly perform this task and shall provide it in good time with all information and access required for that purpose. 12.3 The Service Provider does not act as transport manager (see Article 7.8). The transport manager engaged with or introduced to the Client by or through the Service Provider performs its duties independently and in accordance with applicable laws and regulations. The Client shall not obstruct the independent performance of the transport manager's duties. 12.4 The Client shall provide all reasonable cooperation and follow reasonable procedural instructions from the Service Provider to the extent necessary for the performance of the agreed services. This provision does not affect the Transport Manager's own statutory, professional and independent responsibility, nor the Permit Holder's own responsibility. 12.5 The Service Provider is not responsible for the outcome of inspections, audits or investigations by competent authorities, nor for any resulting warnings, fines, sanctions, suspensions, revocations or other measures, unless and insofar as these are the direct and demonstrable result of an attributable failure by the Service Provider in performing the agreed services. To the extent such an attributable failure is established, the liability arrangement in Article 16 applies. 12.6 If the Client obstructs the performance of the work, fails to comply with its obligations or behaves in such a way that the relationship of trust has been demonstrably and permanently disrupted, the Service Provider is entitled to suspend or terminate the services, in whole or in part, in accordance with Article 22. 12.7 The Service Provider does not guarantee that a (replacement) Transport Manager will be available during the term of the agreement. If the cooperation between a Permit Holder and a Transport Manager ends for any reason, the Service Provider shall, at the Client's request, use reasonable efforts to bring about a Match with a suitable replacement within a reasonable period, against the applicable Support Fee. The Service Provider is not liable for the consequences of the absence of a Transport Manager for the Permit Holder's licence. 12.8 If the Client is itself a Transport Manager Client, the Service Provider provides only supporting services in that relationship, such as guidance through the process of becoming or remaining active as transport manager, matching with a Permit Holder, and document generation. The Transport Manager Client remains at all times solely responsible for its own professional competence, reliability and the independent performance of its statutory duties as transport manager; the Service Provider never assumes these responsibilities. 12.9 Paragraphs 1 through 7 of this article apply in the relationship between the Service Provider and the undertaking for which the Transport Manager Client acts or intends to act only from the moment that undertaking has itself become a Client by accepting these General Terms and Conditions. Until then, the Transport Manager Client cannot derive any rights or obligations under this article for the benefit or at the expense of that undertaking. 12.10 The Permit Holder and the Transport Manager Client are each themselves responsible for structuring and actually performing their Cooperation as a service agreement (overeenkomst van opdracht), and for its tax, social security and employment-law classification, including in light of the Dutch Deregulation of Assessment of Employment Relationships Act (Wet DBA). The Service Provider is not responsible for that classification and is not liable for additional tax assessments, fines, payroll taxes, contributions or other consequences of a reclassification. The Permit Holder and the Transport Manager Client indemnify the Service Provider against third-party claims, including by the Dutch Tax Administration, arising therefrom.
13. Intellectual property rights
13.1 All intellectual property rights relating to the services, the Platform, the software, AI functionalities, documents, templates, working methods and other materials developed or made available by or on behalf of the Service Provider are vested exclusively in the Service Provider or its licensors. 13.2 The Client obtains only a personal, non-exclusive and non-transferable right of use for the duration and purpose of the agreement. For documents specifically prepared for and delivered to the Client (such as application documents and (management) agreements), the Client obtains, upon full payment of the fee owed for them, a perpetual, non-exclusive right of use for its own business purposes, which continues after termination of the agreement. The right to use the Platform, the Software, templates and working methods as such ends upon termination of the agreement.
13.3 The Client is not permitted, without the Service Provider's prior written consent, to copy, modify, disclose, distribute, sell, rent out, license, reproduce, reverse-engineer or otherwise use, in whole or in part, the materials referred to in paragraph 1, except to the extent mandatory law provides otherwise. 13.4 In the event of a breach of this article, the Client shall be liable for all damage suffered and still to be suffered by the Service Provider as a result thereof, without prejudice to the Service Provider's right to claim performance and other legal remedies. 13.5 This article does not affect the fact that ownership of, and the rights to, data, documents and other materials that the Client itself provides to the Service Provider remain vested in the Client. The Service Provider obtains only the right of use thereof that is necessary for the performance of the agreement. 13.6 The Service Provider is entitled to use data that has been anonymised and aggregated in such a way that it cannot be traced back to the Client, a Driver or any other natural person, for improving and developing the Platform and the App and for statistical purposes. The Service Provider shall never publish such data in a way that reveals the identity of the Client. This paragraph also constitutes an instruction within the meaning of Annex 1.
14. Fees and rates
14.1 The Client owes the fee applicable to the agreed services. 14.2 Unless agreed otherwise in writing, all rates are exclusive of VAT and other government-imposed taxes, levies and duties. 14.3 The Service Provider is entitled to amend its rates and fees. Rate changes shall be announced to the Client at least thirty (30) calendar days in advance, unless the change results from laws or regulations or a government measure. Where the change concerns an increase in rates that does not result from laws or regulations or a government measure, the Client has the right to terminate the agreement in writing within thirty (30) calendar days of the announcement, with effect from the date on which the increase takes effect. 14.4 Work falling outside the agreed services shall only be performed and charged after the Client has consented to it In writing, on the basis of the rates applicable at that time or a price stated in advance. 14.5 Third-party costs incurred or advanced by the Service Provider on behalf of the Client, such as fees charged by NIWO, Kiwa Register or a comparable authority, shall be passed on to the Client without mark-up, after prior notice. 14.6 The first time a Permit Holder, or a Transport Manager Client, wishes to make use of the Service Provider's support in going through the process of becoming active through the Platform, a one-off Start-up Fee is payable. 14.7 In addition to the Start-up Fee, the Service Provider may charge a Support Fee for other, later or different types of support it provides at the request of a Permit Holder or a Transport Manager Client, regardless of whether it is the first time the Client makes use of the Service Provider's services. This includes, without limitation, support with: a regular application to NIWO, Kiwa Register or a comparable competent Belgian or other foreign authority; a change of transport manager; a renewed, additional or recurring request or need of the Client; and any other form of support the Service Provider provides at the Client's request. 14.8 The Start-up Fee and any Support Fee may be charged to both a Permit Holder and a Transport Manager Client. 14.9 The amount and nature of the Start-up Fee and of any Support Fee are determined by the Service Provider on a case-by-case or type-of-support basis and are communicated to the Client in writing prior to the start of the work, for example by way of a quotation, confirmation e-mail or through the Platform. The Service Provider is entitled to change the amount or nature thereof for new requests, or to differentiate it per request, type of support or Client. Such a change does not affect agreements already concluded; for ongoing periodic agreements, paragraph 3 applies. 14.10 The Start-up Fee and any Support Fee are invoiced in advance. Unless the parties have already entered into the agreement earlier in another manner referred to in Article 6.1, such an invoice constitutes an offer, and the agreement is formed, and the relevant fee becomes payable, as soon as the Client pays the invoice in whole or in part. Once payable, the fee remains payable regardless of whether the process or support is subsequently completed, interrupted, or does not lead to the desired outcome, without prejudice to paragraph 11. The Service Provider shall not commence performance of the work to which the Start-up Fee or the relevant Support Fee relates before the corresponding invoice has been paid in full by the Client, unless the parties agree otherwise in writing. "Commencement of the work" in this article means the moment at which the Service Provider, after receipt of payment, actually begins the substantive performance of the agreed support in a manner discernible to the Client, such as drafting or filing documents, contacting a Permit Holder, a Transport Manager Client, NIWO, Kiwa Register or a comparable competent foreign authority, or any other substantive act going beyond the mere administrative processing of the registration or the payment. 14.11 For as long as the Service Provider has not commenced the work within the meaning of paragraph 10, the Client may cancel its registration or its request for support free of charge. In that case, the amount paid by the Client shall be refunded to it in full within a reasonable period, in principle within fourteen (14) calendar days of the cancellation. Once the Service Provider has commenced the work, the following applies: (a) the Start-up Fee is owed by the Client in consideration for the intake and start-up work already performed by the Service Provider and is, from that moment, fully non-refundable, including where the Client subsequently decides not to (continue to) proceed, the process is terminated prematurely, or the desired outcome (such as a transport licence, a successful match, registration as a transport manager, or completion of a change of transport manager) is not achieved; and (b) a Support Fee is non-refundable to the extent it relates to work already performed, or costs already incurred, by the Service Provider, while the remaining, as yet unspent, part of a Support Fee invoiced in advance shall be refunded to the Client on a pro-rata basis in the event of premature termination, unless the nature of the support precludes this and the Client has been informed of this in writing in advance. The non-refundability provided for in this paragraph does not apply to the extent the failure to achieve the desired outcome, or the premature termination, is the direct result of an attributable failure by the Service Provider itself; in that case the Client is entitled to reimbursement of the amount already paid to the extent it relates to work not yet properly performed, without prejudice to Article 16. The
foregoing always applies except to the extent mandatory law provides otherwise. 14.12 The Start-up Fee and any Support Fee are payable in addition to any other fees owed by the Client for the Service Provider's services. 14.13 Where a Match results in cooperation in which the Transport Manager Client acts as external Transport Manager for the Permit Holder, the Transport Manager Client may owe an Intermediation Fee to the Service Provider if this was separately agreed In writing before or at the time of that Match. 14.14 The amount, calculation method and basis of the Intermediation Fee are made known individually upon the one-time acceptance referred to in Article 6.8, or in a different written arrangement for a specific Match. The Service Provider is not obliged to apply the same rates, percentages, bases or commercial terms to different Matches; a change does not apply to an existing Cooperation unless the Transport Manager Client consents to it In writing. 14.15 If a recurring Intermediation Fee has been agreed in relation to an external Transport Manager, the recurring payment obligation arises — unless agreed otherwise In writing — from the moment the relevant licence has been granted or the relevant change of transport manager has been processed by the competent authority, and the resulting management agreement has actually entered into force. 14.16 The recurring Intermediation Fee remains payable for as long as the management agreement arising from the relevant Match, or a materially equivalent cooperation between the Permit Holder and the Transport Manager Client, continues. Termination of an Account, Subscription or other services of the Service Provider does not terminate this payment obligation. The obligation ends once the relevant management relationship has actually and definitively ended, without prejudice to any outstanding payment obligations. 14.17 Unless agreed otherwise In writing, the Intermediation Fee is invoiced monthly in arrears on or around the first day of the following calendar month. The invoice states the preceding calendar month as the performance and supply period. The time at which the Transport Manager Client itself invoices the Permit Holder does not determine the Service Provider's invoicing time. 14.18 The Transport Manager Client shall inform the Service Provider without delay, and no later than within seven (7) calendar days, of the commencement, amendment, suspension or termination of the cooperation arising from a Match and of changes that are reasonably relevant to calculating the agreed Intermediation Fee. 14.19 If calculation of an Intermediation Fee depends on information held exclusively by the Transport Manager Client, the Transport Manager Client shall, upon request, provide the information reasonably necessary to determine the fee due. If this information is not provided in time despite a written reminder, the Service Provider may provisionally rely on the most recently known information, without prejudice to a later correction once the correct information becomes available. 14.20 Match-specific rates, percentages, calculation methods and other individually agreed commercial terms constitute Confidential Information of the Service Provider. This does not prevent a Client from sharing such information with its accountant, lawyer, tax adviser, competent authority or other professional adviser to the extent reasonably necessary. 14.21 The recurring Intermediation Fee is also consideration for the ongoing availability of support from the Service Provider during the cooperation arising from the Match. This support includes, among other things: support with inspections, investigations and questions from competent authorities; advice on the cooperation and communication between the Transport Manager Client and the Permit Holder; advice on business operations matters such as expansion of the vehicle fleet, licence certificates and the choice of tachograph and download systems; and looking into other questions related to the role of the external Transport Manager. Whether and to what extent this support is used does not affect the obligation to pay the Intermediation Fee. Support that by its nature or scope falls outside what is customary may be charged separately, with prior written consent, in accordance with paragraph 4. 14.22 If the Service Provider attributably fails to make the support referred to in paragraph 21 available and this failure continues after a proper written notice of default granting a reasonable period for remedy, the Transport Manager Client is entitled to terminate the arrangement for the recurring Intermediation Fee with effect from the next calendar month, without prejudice to Article 22.7.
15. Term and termination of the agreement
15.1 The agreement is entered into for the term agreed between the parties. If no term has been agreed, the agreement shall apply for an indefinite period. 15.2 If the agreement relates to periodic services or a subscription, it shall be tacitly renewed for the same period upon expiry of the agreed term, each time, unless agreed otherwise in writing or unless the agreement is terminated in writing in good time, subject to the agreed notice period. 15.3 If no notice period has been agreed, either party may terminate an agreement for an indefinite period In writing, subject to a notice period of one (1) calendar month. In the event of termination by the Service Provider, any prepaid, as yet unspent part of a periodic fee shall be refunded to the Client on a pro-rata basis. 15.4 Termination of the agreement does not release the Client from payment obligations already incurred or other obligations that by their nature continue to apply after termination. 15.5 Provisions that by their nature are intended to remain in effect after termination of the agreement, including provisions concerning liability, indemnification, intellectual property, confidentiality, applicable law and disputes, shall remain in full force. 15.6 An agreement for a one-off service, such as the support for which a Start-up Fee or a one-off Support Fee is payable, ends automatically once the relevant service has been performed, without prejudice to Article 14 and to obligations that by their nature continue after termination. 15.7 Termination of an Agreement, Account, Subscription or other services does not affect any obligation to pay an Intermediation Fee that has already arisen or continues under Article 14 for as long as the cooperation to which that fee relates continues. Article 24 also remains applicable after termination for the period stated therein. 15.8 Subscriptions, Accounts and the Intermediation Fee are each terminated separately. Termination of a Subscription or Account does not end the obligation to pay the
Intermediation Fee, and the end of the Intermediation Fee does not terminate a Subscription or Account.
16. Liability
16.1 Direct damage means only damage that is the direct and immediate result of an attributable failure by the Service Provider to perform a specific obligation under the Agreement. 16.2 The Service Provider is not liable for indirect damage, including in any event consequential damage, loss of profit, lost revenue, business interruption, reputational damage, loss of customers and lost savings, except to the extent mandatory law provides otherwise. 16.3 Damage relating to failure to obtain, amend or retain, or to the suspension or revocation of, a licence is eligible for compensation only if and to the extent such damage is the direct and demonstrable result of an attributable failure by the Service Provider in the services expressly agreed to be performed by it. 16.4 The Service Provider is in any event not liable for damage resulting from: a. incorrect, incomplete, unlawful or late data or documents provided by the Client or third parties; b. failure to provide necessary cooperation, or failure to do so in time; c. acts or omissions of the Permit Holder, Transport Manager, Driver or any other third party; d. decisions, assessments, inspections or measures of NIWO, Kiwa Register, ILT, a competent Belgian authority, a court, supervisory authority or other government body, unless paragraph 3 applies; e. use of automatically generated analyses, Alerts, documents or AI output without adequate review; f. errors, outages or limitations of software, networks, infrastructure or third-party services over which the Service Provider does not reasonably have actual control; g. a business, contracting or invoicing structure chosen by the Client; h. circumstances which, under the Agreement or these General Terms and Conditions, are for the account and risk of the Client. 16.5 If and to the extent the Service Provider's liability in a specific case is covered by liability insurance taken out by the Service Provider and the insurer actually makes a payment, the Service Provider's total liability is limited to the amount paid by the insurer in that case, increased by the applicable deductible. 16.6 If and to the extent no insurance payment is made for any reason, the Service Provider's total liability per event giving rise to damage or series of related events is limited to the amount paid by the Client to the Service Provider for the services directly related to the damage during the twelve (12) months preceding the event giving rise to the damage, with a minimum of €2,500 and a maximum of €25,000, exclusive of VAT. 16.7 Related events, failures or claims having the same or substantially the same cause shall be treated as one event for the purposes of this Article. 16.8 The limitations in this Article also apply for the benefit of the Service Provider's directors, employees, advisers, auxiliary persons, subcontractors and other third parties engaged by it. 16.9 The limitations of liability do not apply if and to the extent the damage results from intent or deliberate recklessness on the part of the Service Provider or its managing officers, or to the extent mandatory law excludes limitation. 16.10 For damage specifically relating to use of the App, the special liability arrangement in Annex 2 applies instead of paragraph 6. 16.11 During the term of the Agreement, the Service Provider shall maintain at least professional indemnity insurance with an insured amount of €500,000 per claim and €1,000,000 per insurance year, as well as general liability insurance with an insured amount of €2,500,000 per claim and €5,000,000 per insurance year. Upon the Client's written request, the Service Provider shall provide proof of the existence of these insurance policies.
17. Complaints
17.1 The Client shall report complaints about the performance of the agreement or the services to the Service Provider in writing and with sufficient substantiation within a reasonable time (binnen bekwame tijd) after discovering the complaint or after it ought reasonably to have discovered it. A complaint reported within fourteen (14) calendar days after discovery, or after it ought reasonably to have been discovered, shall in any event be deemed timely. 17.2 If the Client fails to complain within a reasonable time, it may no longer rely on that failure to the extent the Service Provider's interests have been prejudiced as a result, including where the Service Provider is thereby hindered in remedying the alleged failure or in establishing the alleged damage or its cause. 17.3 The submission of a complaint does not suspend the Client's payment obligations or other obligations under the agreement. 17.4 The Service Provider shall confirm receipt of a complaint and respond substantively within fourteen (14) calendar days, or inform the Client within that period when a substantive response will follow. The assessment of a complaint does not constitute an acknowledgment of liability. 17.5 If a complaint is well-founded, the Service Provider shall, at its option, properly perform the relevant work after all, remedy it, or credit the Client a proportionate part of the fee paid. Article 16 continues to apply in full.
18. Limitation period
18.1 Any claim for damages by one party against the other shall lapse, to the extent mandatory law does not preclude this, if it is not brought before the competent court within twelve (12) months after the party concerned became aware, or could reasonably have become aware, of the damage and the party liable for it. Claims for payment of invoices are not covered by this paragraph. 18.2 The period referred to in paragraph 1 does not apply to claims based on intent or deliberate recklessness (opzet of bewuste roekeloosheid) of the liable party or its directors or managing officers.
19. Indemnification
19.1 The Client indemnifies the Service Provider, its directors, employees, advisers and other third parties engaged by it against all claims by third parties arising from: a. the Client's failure to comply with laws and regulations; b. incorrect, incomplete or misleading data or documents provided by the Client; c. unlawful acts or omissions of the Client or of third parties engaged by the Client; d. the Client's use of the services in breach of the agreement, these General Terms and Conditions or applicable laws and regulations; or e. an attributable failure by the Client in performing the agreement. 19.2 The indemnification also covers all resulting damage, fines, sanctions, costs, interest, extrajudicial costs and reasonable costs of legal assistance. 19.3 The indemnification under this article does not apply to the extent the third-party claim is the direct result of an attributable failure or unlawful act by the Service Provider itself. 19.4 The Service Provider, in turn, indemnifies the Client against claims by third parties based on the assertion that the Platform or the materials provided by the Service Provider infringe the intellectual property rights of those third parties, provided that the Client informs the Service Provider in writing without delay of the claim and leaves the handling thereof, including any settlement, to the Service Provider. This indemnification does not apply to the extent that the alleged infringement results from specifications, data or instructions provided by the Client, or from use of the Platform in breach of the agreement, and is subject to the limitations of liability under Article 16. 19.5 The party invoking an indemnification under this article shall notify the other party In writing of the claim without delay, provide reasonable cooperation in its handling, and shall not acknowledge or settle the claim without prior consultation with the other party. 19.6 The Service Provider indemnifies the Client against claims by data subjects and other third parties that are the direct result of a personal data breach attributable to a failure by the Service Provider to comply with Annex 1, subject to the limitations of Article 16.
20. Privacy and data protection
20.1 To the extent that the Service Provider, in performing the agreement, processes personal data on behalf of the Client within the meaning of the GDPR, the Data Processing Agreement set out in Annex 1 to these General Terms and Conditions shall apply. By accepting these General Terms and Conditions, the parties also accept Annex 1, without a separate signature being required. In the event of conflict between Annex 1 and the other articles of these General Terms and Conditions, Annex 1 shall prevail with regard to the processing of personal data. 20.2 To the extent the Service Provider is independently a controller for personal data relating to the Client or its employees, it shall process such data in accordance with the privacy statement applicable at that time to its services. 20.3 The Service Provider shall take appropriate technical and organisational measures to secure personal data and shall inform the Client without delay, and in any event within the statutory periods applicable, in the event of a personal data breach that may be subject to a notification obligation for the Client. 20.4 The parties are obliged to treat all Confidential Information obtained in connection with the agreement as strictly confidential and to use it solely for the performance of the agreement. 20.5 Internal communications, drafts, working documents, notes, advice, correspondence, WhatsApp messages, e-mails and other internal documents of or between the Service Provider, its directors, employees, advisers and other third parties engaged by it are intended solely for internal use and need not be provided to the Client or third parties, unless and to the extent: (a) the Service Provider is obliged to do so under mandatory law, a court order or a binding decision of a competent supervisory authority; (b) this is reasonably necessary for the Service Provider to assert or defend its own rights in, or in order to prevent, judicial, arbitral or administrative proceedings; or (c) the party concerned has given its prior written consent thereto. 20.6 The confidentiality obligation under this article shall remain in full force after termination of the agreement. 20.7 Copies of identity documents, passports, Certificates of Conduct (VOG) and comparable confidential documents are shared exclusively via the secure upload environment of the Platform (app.vbuddy.nl), or directly between the parties concerned or with NIWO, Kiwa Register or a comparable competent authority. Such documents are not shared with or via the Service Provider through WhatsApp, e-mail or other channels not designated for that purpose. The Client shall not provide more personal data than necessary for the relevant purpose and shall redact data such as the BSN (Dutch citizen service number) and passport photograph where these are not necessary for that purpose. 20.8 For practical coordination around a Match, the Service Provider may use a WhatsApp Business group managed by it. Only contact details and practical, non-sensitive information are exchanged via this group. The Service Provider's capacity as controller, joint controller or processor is determined per processing activity based on the actual purposes, means and responsibilities in accordance with the GDPR, as further set out in Annex 1 and the privacy statement at www.vbuddy.nl. 20.9 The Service Provider restricts access to the documents referred to in paragraph 7 to persons who need them for their work. These documents shall be deleted no later than sixty (60) calendar days after the purpose for which they were collected has been completed, unless further retention is necessary for performance of an application still in progress, for establishing, exercising or substantiating rights or obligations, or pursuant to a statutory obligation. Other file and archive records may be retained for the applicable contractual or statutory retention period.
21. Force majeure
21.1 The parties are not obliged to perform any obligation if they are temporarily or permanently prevented from doing so as a result of force majeure. 21.2 Force majeure shall be understood to mean any circumstance beyond the reasonable sphere of influence of the party concerned, including disruptions in public
internet and telecommunications networks, cyber attacks despite appropriate security measures, government measures, pandemics, strikes, war, natural disasters and other unforeseen circumstances of a comparable nature. 21.3 During the force majeure event, the obligations of the party concerned shall be suspended. If the force majeure lasts longer than sixty (60) calendar days, either party is entitled to terminate the agreement in writing, in whole or in part, without being obliged to pay any compensation. 21.4 Work already performed and payment obligations already due shall remain fully payable. 21.5 Failures or shortcomings of a supplier chosen by the Service Provider itself, such as a hosting provider, do not constitute force majeure for the purposes of the availability guarantee and credit arrangement in Annex 2, and do not release the Service Provider from its obligations regarding back-ups and recovery. 21.6 If the App is unavailable due to force majeure for more than seven (7) consecutive calendar days, the Client shall owe no subscription fee for the period thereafter. Prepaid amounts for that period shall be set off or refunded.
22. Suspension and termination
22.1 The Service Provider is entitled to suspend or terminate the agreement, the Account and/or the services, in whole or in part, with immediate effect, if: a. the Client fails to comply with the agreement or these General Terms and Conditions; b. the Client acts in breach of applicable laws or regulations; c. the Client provides incorrect, incomplete or misleading information; d. the Client refuses the cooperation required for the performance of the agreement; e. the Client obstructs the independent performance of the transport manager's duties; f. there is threatening, intimidating, insulting, aggressive or other unacceptable behaviour towards the Service Provider or third parties engaged by it; g. the Client behaves in such a way that the relationship of trust has been demonstrably and permanently disrupted, so that continuation of the agreement can no longer reasonably be required of the Service Provider; h. the Client is declared bankrupt, applies for a suspension of payments, is placed under guardianship or administration, ceases or liquidates its business, or an attachment is levied on a substantial part of its assets. 22.2 To the extent a circumstance referred to in paragraph 1(a), (c) or (d) is, by its nature, capable of being remedied and does not involve an immediately unacceptable risk, the Service Provider shall first give the Client written notice of default and a reasonable period to remedy the failure before suspending or terminating the agreement solely on that ground. Such prior notice of default is not required for the grounds listed in paragraph 1(b), (e), (f), (g) and (h), nor where immediate suspension or termination is reasonably necessary to prevent further damage, breaches of law or other risks. 22.3 Suspension or termination under this article does not give the Client any right to compensation, restitution or suspension of its payment obligations, without prejudice to Article 14, paragraphs 10 and 11, regarding the (partial) refund of the Start-up Fee and the Support Fee, the Client's right to dissolve the agreement under paragraph 7 of this article, and to the extent mandatory law provides otherwise. 22.4 Work already performed and fees already due shall remain fully payable, unless the Service Provider decides otherwise in writing. 22.5 The Service Provider is not liable for damage resulting from a lawful suspension or termination under this article. 22.6 The Service Provider is likewise entitled to refuse new assignments or additional work. 22.7 The Client, in turn, is entitled to dissolve the agreement in writing if the Service Provider is in attributable default (toerekenbaar tekortschieten) in the performance of a material obligation under the agreement and such default continues after a proper written notice of default has been given, granting the Service Provider a reasonable period to remedy the default. The provisions of Article 16 shall continue to apply in full in that case. 22.8 Upon termination of the agreement for any reason, the Service Provider shall reasonably cooperate in an orderly wind-down, including making available the documents prepared for the Client in accordance with Article 4.7 and providing information on the status of pending applications. 22.9 If the Service Provider terminates a Subscription under this article, the export period referred to in Article 12 of Annex 2 continues to apply in full, unless export would be contrary to laws or regulations or an order of a competent authority.
23. Transfer of rights and obligations
23.1 The Client is not permitted to transfer rights and/or obligations under the agreement to a third party without the Service Provider's prior written consent. 23.2 The Service Provider is entitled to transfer the agreement, or rights and obligations arising therefrom, to an affiliated company or to a third party in connection with a merger, acquisition, business takeover or reorganisation, provided that the continuity of the services remains reasonably safeguarded. The Service Provider shall notify the Client thereof In writing at least thirty (30) calendar days in advance. In the event of a transfer to a non-affiliated third party, the Client is entitled to terminate the agreement with effect from the date of transfer.
24. Anti-circumvention clause
24.1 A Client may not use a Match brought about by or through the Service Provider, directly or indirectly, to evade in whole or in part any Start-up Fee, Support Fee, Intermediation Fee or other agreed fee owed to the Service Provider. 24.2 Prohibited circumvention includes, without limitation: a. entering into or continuing, outside of the Service Provider, cooperation between a Permit Holder and a Transport Manager Client who were brought into contact through a Match, where this results in an agreed fee not being paid or not being paid in full; b. continuing materially the same cooperation through another undertaking, trade name, legal form, Affiliated Undertaking or contractual structure with the purpose or effect of evading a fee owed to the Service Provider;
c. intentionally providing incorrect, incomplete or misleading information to the Service Provider concerning the existence, duration, nature or remuneration of cooperation arising from a Match; d. structuring invoicing, contracts or mutual arrangements in such a way that an agreed basis for an Intermediation Fee is artificially reduced or circumvented. 24.3 The prohibition in this Article applies for eighteen (18) months after the relevant Match to entering into cooperation arising from that Match. If cooperation for which a recurring Intermediation Fee has been agreed actually comes about within that period, the fee shall remain payable in accordance with Article 14 for the full duration of that cooperation, including after the eighteen-month period has expired. 24.4 The anti-circumvention clause does not apply if the party relying on the exception can demonstrate that an actual, independent business relationship already existed between the relevant Permit Holder and Transport Manager before the first of them registered with the Service Provider in connection with the relevant Match and that such relationship was not brought about by or through the Service Provider or a Related Party. That relationship must be demonstrated by objective and verifiable information predating that registration, such as work actually performed, signed agreements and/or paid invoices. The mere fact that the parties already knew each other, had previously been in contact, had exchanged information, had discussed a non-binding quotation or had contemplated possible future cooperation is insufficient. 24.5 A management agreement or other direct cooperation between a Permit Holder and a Transport Manager Client that comes about in accordance with the Match does not in itself constitute a breach of this Article. The sole purpose of this Article is to prevent agreed fees owed to the Service Provider from being evaded. 24.6 In the event of a breach, the breaching Client shall owe the Service Provider: (a) the fees evaded as a result of the breach, calculated as if the Cooperation had taken place through the Service Provider; and (b) in addition, an immediately payable penalty. For a Permit Holder, the penalty is €2,500 per breach, increased by €250 for each day the breach continues after written notice, up to a maximum of €15,000 per breach. For a Transport Manager Client, the penalty is €1,250 per breach, increased by €125 for each day the breach continues after written notice, up to a maximum of €7,500 per breach. 24.7 Payment of a penalty does not affect the obligation to pay Start-up Fees, Support Fees and Intermediation Fees already due. The Service Provider may claim full damages instead of, or to the extent legally permitted in addition to, the penalty insofar as the demonstrable loss exceeds the applicable maximum penalty. 24.8 This Article does not apply to a Transport Manager Client to the extent Article 2.8 applies. With regard to the Permit Holder, this Article continues to apply in full.
25. Final provisions
25.1 All agreements and legal relationships between the Service Provider and the Client are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. 25.2 The parties shall use reasonable efforts to resolve any disputes through mutual consultation before submitting a dispute to the competent court. 25.3 Disputes arising from or in connection with the agreement or these General Terms and Conditions shall, to the extent mandatory law does not provide otherwise, be submitted at first instance exclusively to the District Court of Midden-Nederland (Rechtbank Midden-Nederland), without prejudice to the jurisdiction of the subdistrict court (kantonrechter). 25.4 If one or more provisions of these General Terms and Conditions are wholly or partly void or are annulled, the remaining provisions shall remain in full force. The parties shall replace the provision in question with a provision that most closely approximates the purpose and intent of the original provision. 25.5 The Service Provider is entitled to amend these General Terms and Conditions. Amendments shall be announced to the Client in writing at least thirty (30) calendar days before they take effect, unless the amendment results from laws or regulations or a government measure requiring immediate implementation. If an amendment materially and adversely changes the Client's rights or obligations, the Client has the right to terminate the agreement in writing within thirty (30) calendar days of the announcement, with effect from the date on which the amendment takes effect. Continued use of the services after that date constitutes acceptance of the amended General Terms and Conditions. Where an amendment materially and adversely changes the Client's rights or obligations and the Client has an Account, the Service Provider shall in addition ask the Client to expressly accept the amended General Terms and Conditions via the Platform. 25.6 If these General Terms and Conditions are also available in another language, the Dutch text shall prevail in the event of any differences in wording, meaning or interpretation. 25.7 Notices from the Service Provider to the Client may validly be given to the e-mail address most recently provided by the Client or via the Account. The Client is responsible for keeping its contact details up to date. 25.8 The Service Provider principally directs its licence-related services at the Netherlands and Belgium. Services relating to procedures in another country are provided only if expressly agreed In writing. A foreign licence procedure is always governed by the applicable local laws and regulations and the decisions of the competent authority in that country. Dutch law continues to govern the contractual relationship between the Service Provider and the Client to the extent legally permitted. 25.9 These General Terms and Conditions apply to agreements concluded with Vbuddy B.V. on or after 8 October 2026, as well as to agreements and cooperations transferred to Vbuddy B.V. in accordance with paragraph 11. Agreements concluded before that date with the sole proprietorship trading as Externevervoersmanager.nl (Chamber of Commerce number 50793543) remain subject to the terms and conditions applicable to them; Vbuddy B.V. is not a party to those agreements, unless such an agreement has been transferred to Vbuddy B.V. in accordance with paragraph 11. 25.10 The name Externevervoersmanager.nl and the associated website and domain name may be used or managed by the Service Provider and/or a Related Party. Regardless of who uses or manages that name, website or domain name, Vbuddy B.V. is the sole contracting party to every
agreement to which these General Terms and Conditions apply. A Related Party does not become a party to such an agreement through the use of its name, website, domain name, marketing channels or communication channels, unless expressly agreed otherwise In writing. 25.11 A client of a Related Party becomes a Client of Vbuddy B.V. with effect from the date stated in a written transition proposal from the Service Provider or the Related Party, if that client (i) consents to that proposal In writing, or (ii) after receiving that proposal, with which these General Terms and Conditions were made available, pays an invoice from Vbuddy B.V. in whole or in part. In that case: a. connections brought about by or through a Related Party before that date shall be deemed a Match within the meaning of these General Terms and Conditions, the date of the Match being the date of the original introduction; b. the Intermediation Fee stated in the transition proposal shall be deemed separately agreed In writing within the meaning of Articles 6.8 and 14.13, and shall be payable from the transition date for as long as the relevant Cooperation continues; and c. no reliance may be placed on Article 24.4 on the basis of a relationship brought about by or through a Related Party.
A1 Annex 1 – Data processing agreement
This Data Processing Agreement forms an integral part of the General Terms and Conditions and applies to the extent that the Service Provider, in performing the agreement, processes personal data on behalf of the Client within the meaning of the GDPR, such as when preparing and submitting documents and applications on the Client's instructions. In this annex, the Client — including a Permit Holder and, to the extent it is independently a controller, a Transport Manager Client — is referred to as the "Controller" and the Service Provider as the "Processor". To the extent the Service Provider itself determines the purposes and means of the processing, such as for managing Accounts, the matching process and its own administration, it acts as an independent controller and the privacy statement at www.vbuddy.nl applies instead of this annex. 1. Definitions 1.1 The terms "personal data", "processing", "controller", "processor", "data subject", "personal data breach" and "sub-processor" have the meaning given to them in the GDPR. 1.2 "Sub-processor" means any third party engaged by the Processor to process personal data on behalf of the Controller. 2. Subject matter, duration and nature of the processing 2.1 The Processor shall process personal data solely within the context of, and for the duration of, the agreement, for the purpose of performing the agreed services, including permit guidance, use of the Platform and the App (including storing, displaying, analysing and archiving Tachograph Data and maintaining the Audit Log), administrative support and communication with the Controller. 2.2 This Data Processing Agreement remains applicable after termination of the main Agreement for as long as the Processor continues to process personal data on behalf of the Controller, including during any agreed export, wind-down, retention or deletion period. It ends for the relevant processing once the personal data has been deleted or returned in accordance with Article 10, without prejudice to obligations that by their nature continue to apply. 3. Categories of personal data and data subjects 3.1 The processing may relate to the following categories of personal data: name, address and contact details; job title and company details; data relating to driving licences, driver cards or other qualifications relevant to the permit application; financial data for invoicing purposes; Tachograph Data, including card and vehicle identification data, registration numbers, activities, driving, work, availability and rest times, times and place or country data for the start and end of duty periods, as well as the Alerts based on them; data in the Audit Log, including actions, times, users and notes; login and usage data of Users; and — solely to the extent applicable in accordance with Article 20, paragraphs 7 through 9, of the General Terms and Conditions — copies of identity documents, passports and Certificates of Conduct (VOG), which may contain, or relate to, ordinary personal data, statutorily protected identification numbers and, depending on their content and context, possibly criminal-record data. 3.2 The processing may relate to personal data of the following categories of data subjects: directors, employees, Drivers (including those who do not have an Account themselves), Users, transport managers and other contact persons of the Controller. 3.3 The Controller warrants that the personal data provided has been lawfully obtained and that its processing in connection with the agreement has a valid legal basis within the meaning of the GDPR. The Controller shall inform the data subjects, including Drivers, about the processing of their data via the App. 3.4 Personal data is in principle processed within the European Economic Area. To the extent processing or transfer outside the EEA takes place, this shall occur only in accordance with Article 8 of this Annex. 4. Obligations of the Processor 4.1 The Processor shall process personal data solely on the basis of written instructions from the Controller, as set out in the agreement and this annex, unless a provision of Union or Member State law applicable to the Processor requires it to do so. 4.2 Where a statutory provision obliges the Processor to carry out processing, the Processor shall inform the Controller of that legal requirement before the processing takes place, unless the legislation in question prohibits such notice on important grounds of public interest. 4.3 The Processor ensures that persons authorised by it to process personal data have committed themselves to confidentiality or are bound by an appropriate statutory duty of confidentiality. 4.4 Taking into account the nature of the processing, the Processor shall provide reasonable assistance to the Controller in responding to requests from data subjects to exercise their rights under the GDPR. 4.5 The Processor shall, to the extent it can reasonably be required to do so, cooperate with a data protection impact assessment (DPIA) and any prior consultation with a supervisory authority, if requested by the Controller. 4.6 The Processor shall notify the Controller without delay if, in its judgment, an instruction of the Controller infringes the GDPR or other applicable data protection legislation. 4.7 The Processor shall, taking into account the nature of the processing and the information available to it, provide
reasonable assistance to the Controller in ensuring compliance with the obligations under Articles 32 through 36 GDPR, including the security of processing and the notification of personal data breaches. 5. Security 5.1 The Processor shall take appropriate technical and organisational measures that, taking into account the state of the art, implementation costs, the nature and scope of the processing and the associated risks, ensure a level of security appropriate to the risk. These measures may include access controls, encryption during transmission, logging, periodic back-ups and measures aimed at availability and recovery. 5.2 The measures referred to above are a generic, standard list. The Processor shall, upon the Controller's first written request, specify the technical and organisational measures actually applied. 6. Sub-processors 6.1 The Controller grants the Processor general authorisation to engage Sub-processors for the performance of the agreement. 6.2 The Processor shall inform the Controller in advance of any intended change concerning the engagement or replacement of Sub-processors, so that the Controller may object on the basis of substantiated, material privacy-related objections. 6.3 The Processor shall impose on every Sub-processor, by way of agreement, the same obligations as those imposed on the Processor under this annex, and shall remain fully liable to the Controller for the performance of the Sub-processor's obligations. 6.4 The Processor shall maintain an up-to-date overview of the principal Sub-processors it uses to process personal data, stating their relevant service and, where applicable, place of establishment or processing location. This overview shall be made available through the Service Provider's website or upon request and may be updated during the term. 7. Personal data breaches 7.1 The Processor shall notify the Controller without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a personal data breach relating to personal data processed by it on behalf of the Controller. 7.2 The notification shall contain at least the information known to the Processor at that time that the Controller reasonably needs in order to comply with its statutory obligations, and shall be supplemented as further information becomes available. 8. Transfers outside the EEA 8.1 Personal data shall be processed or transferred outside the European Economic Area only where a valid basis exists under the GDPR, for example an adequacy decision, applicable standard contractual clauses or another valid transfer mechanism. The Processor shall provide further information upon reasonable request. 9. Audit 9.1 The Controller is entitled, subject to a reasonable notice period of at least four (4) weeks and at most once per calendar year, or more frequently where there is reasonable cause, to have the Processor's compliance with this annex audited. 9.2 The costs of an audit shall be borne by the Controller, unless the audit reveals a material failure by the Processor, in which case the reasonable costs shall be borne by the Processor. 9.3 The Processor shall, upon request, make available to the Controller all information reasonably necessary to demonstrate compliance with the obligations set out in this annex, and shall contribute to audits as referred to in this article. 10. Retention and deletion 10.1 Upon termination of the Agreement, the Processor shall, where applicable, make the personal data available to the Controller during the agreed export period. Thereafter, personal data shall be deleted or returned in accordance with the applicable terms unless further retention is required by law. Back-ups shall be deleted or overwritten within the regular back-up cycle. 11. Liability 11.1 The Processor's liability under this annex is subject to the limitations of liability set out in Article 16 of the General Terms and Conditions. 12. Applicable law 12.1 This annex is governed by the same law and the same choice of forum as the other articles of the General Terms and Conditions, as set out in Article 25.
A2 Annex 2 – Special terms for the Vbuddy App
These special terms form an integral part of the General Terms and Conditions and apply to the use of the App. Except where this annex provides otherwise, the General Terms and Conditions apply in full. In the event of conflict, this annex prevails to the extent it concerns the App. 1. Definitions 1.1 Subscription — The agreement under which the Client may use the App for a certain period against payment. 1.2 Plan — The subscription variant selected by the Client, with the associated functionalities, usage limits, numbers of Users, vehicles or Drivers and other characteristics as shown at the time of subscription in the App, on www.vbuddy.nl, in a quotation or in the order confirmation. 1.3 User — Any natural person who is given access to the App by or on behalf of the Client, including employees of the Client, a Transport Manager and Drivers. 1.4 Administrator — The User designated by the Client to invite Users, assign rights and revoke access. 1.5 Driver — A driver of a vehicle of or for the Client whose Tachograph Data is processed in the App. 1.6 Tachograph Data — Data originating from tachograph driver cards and vehicle units, including files in DDD format, uploaded to the App by or on behalf of the Client. 1.7 Analysis — The automated processing, display and assessment of Tachograph Data by the App, including overviews of driving and rest times, Alerts, reports and, where available, an AI-generated explanation. 1.8 Alert — An indication generated by the App that the Tachograph Data may point to a deviation from the rules on driving and rest times or other applicable regulations. 1.9 Archive — The functionality that allows the Client, to the extent included in the selected Plan, to store Tachograph Data and other suitable data within the App. 1.10 Audit Log — The log maintained within the App of actions, including uploads, handling of Alerts, notes and changes
of rights. Users cannot amend or delete previously recorded entries. 2. Subscription, term and termination 2.1 The Subscription is formed when the Client chooses a Plan and accepts the General Terms and Conditions in the App in accordance with Article 6 of the General Terms and Conditions. 2.2 When subscribing, the Client chooses a monthly or an annual Subscription. A monthly Subscription is tacitly renewed for one (1) month at a time and may be terminated at any time with effect from the end of the current month. An annual Subscription is entered into for twelve (12) months and is thereafter tacitly renewed for twelve (12) months at a time, unless terminated no later than one (1) month before the end of the current period. 2.3 The term, renewal date and notice period are made known when the Subscription is entered into and can always be consulted through the Account. In addition, the Service Provider shall remind the Client of the renewal date and the option to terminate at least thirty (30) calendar days before an annual Subscription is renewed. 2.4 Termination may be effected via the App or In writing. The Service Provider shall confirm the termination In writing. 2.5 The Client may at any time upgrade to a more extensive Plan or a larger number of vehicles or Drivers; the change takes effect immediately and the additional fee is charged pro rata. Downgrading to a smaller Plan or number takes effect on the next renewal date. 2.6 The Client may not use the App for more vehicles or Drivers than included in its Subscription. If the actual number proves to be higher, the Subscription shall be adjusted accordingly with effect from the next billing period, after the Service Provider has informed the Client thereof. 3. Prices and payment 3.1 The subscription fee is charged in advance per month or per year and paid by direct debit, credit card or another payment method offered in the App, processed by a payment service provider. The Client grants the necessary authorisation for this purpose. 3.2 If a payment fails, the Client shall receive a reminder and a period of fourteen (14) calendar days to pay. If payment is still not made after that, the Service Provider is entitled to restrict access to the App to viewing and exporting data until payment has been made in full. Data shall not be deleted during that period. 3.3 The Service Provider is entitled to index the subscription fees annually on 1 January on the basis of the consumer price index (CPI) of Statistics Netherlands (CBS). Other price changes apply to existing Subscriptions only from the next renewal date and shall be announced at least thirty (30) calendar days in advance. In the event of an increase above indexation, the Client may terminate the Subscription with effect from the date the increase takes effect. 3.4 If the Client terminates an annual Subscription early, no refund shall be made, unless the termination results from an attributable failure by the Service Provider or from termination under paragraph 3 or Article 7.5 of the General Terms and Conditions; in those cases the prepaid, unused part shall be refunded pro rata. 4. Users and roles 4.1 The Client shall designate at least one Administrator. The Client is responsible for inviting Users, assigning appropriate rights and revoking access in good time, including when an employee leaves or a cooperation with a Transport Manager ends. 4.2 A Transport Manager may, through one Account, have access to the data of several undertakings, solely to the extent that each undertaking concerned has granted it access in the App. Each undertaking may revoke that access at any time. 4.3 Drivers are invited exclusively by the Client, as employer or principal, and have access only to their own data. 4.4 Login credentials are personal. A User account may not be used by more than one person. Article 4 of the General Terms and Conditions applies mutatis mutandis. 4.5 The Client is responsible for the acts and omissions of its Users in the App as if they were its own. 5. Tachograph Data and Analyses 5.1 The Client warrants that it is authorised to process in the App the Tachograph Data it uploads, and that such data has been lawfully obtained. 5.2 Analyses, Alerts, reports and other outputs generated by the App are solely supportive tools. They do not constitute an official control analysis, an assessment by a competent authority or a substitute for the professional assessment of the Transport Manager or other person responsible. The App does not verify the digital signature or authenticity of an uploaded tachograph file unless expressly stated otherwise for the relevant functionality. 5.3 The reliability of an Analysis depends in part on the accuracy, completeness and quality of the uploaded data. Missing, incorrect, damaged or manually modified data, exceptional situations and circumstances not apparent from the file may result in an incomplete or differing outcome. The absence of an Alert does not mean that all applicable laws and regulations have been complied with. 5.4 The Client and, where applicable, the Transport Manager remain responsible for assessing the Tachograph Data, complying with applicable rules on driving, working and rest times, reviewing and handling Alerts and taking appropriate measures. 5.5 Before being used for business decisions, corrective measures, employment measures, communications with a supervisory authority or other material decision-making, an Analysis, Alert, automatically generated conclusion or report must be reviewed by a suitably qualified User and, where applicable, the Transport Manager. 5.6 To the extent the App offers an explanation generated with the aid of AI, it is shown in a recognisable manner as such and treated as supportive automated information. Article 8 of the General Terms and Conditions applies to it. 5.7 The Service Provider is not liable for infringements, fines, sanctions or other measures resulting from acts or omissions of the Client, its Drivers, the Transport Manager or other Users. Article 11 of this Annex applies to a demonstrable attributable error in the operation of the App. 6. Archive 6.1 If the selected Plan includes an Archive functionality, the Client may store Tachograph Data and other suitable files within the App for the agreed retention period or a period set by the Client.
6.2 The Client is responsible for selecting a retention period that is appropriate to the statutory, contractual and operational obligations applicable to it. 6.3 If the Client shortens a retention period or instructs that data be deleted, the consequences are for the Client's account and risk, provided the Service Provider has correctly carried out the relevant instruction. 6.4 Upon termination of the Subscription, the Client shall have sixty (60) calendar days to export the data available for that purpose. The Client is responsible for timely export. After that period, the relevant data may be deleted in accordance with Article 12. 6.5 The Service Provider shall take appropriate measures to create periodic back-ups of data eligible for back-up. The frequency, technical implementation and retention period may depend on the infrastructure used and service providers engaged. The existence of back-ups does not guarantee that data can be fully restored under all circumstances or without loss. 7. Audit Log 7.1 The Audit Log records actions in the App with the date, time and User concerned. The Client and its Users cannot amend or delete recorded entries; corrections are added as a new entry. The Service Provider has access to the underlying database for technical administration. It does not amend or delete recorded entries, except to the extent strictly necessary for security, recovery, migration or compliance with a statutory obligation (including a request for erasure under the GDPR). Any such intervention is documented internally and reported to the Client upon request. 7.2 The Client may export the Audit Log at any time. The Audit Log is retained for the term of the Subscription and thereafter for the export period referred to in Article 12. 7.3 Between the parties, the Audit Log serves, subject to evidence to the contrary, as evidence of the actions recorded in it. The Service Provider does not guarantee the evidential value a competent authority or court will attach to the Audit Log. 7.4 The Client is responsible for the content of notes that it or its Users record in the Audit Log. Notes shall not contain data that is not necessary for the purpose. 8. Availability, maintenance and support 8.1 The Service Provider shall use reasonable efforts to keep the App available in accordance with standards that may reasonably be expected of a professional software service provider. 8.2 For the PRO plan, the Service Provider guarantees an availability of the App of at least 99% per calendar month. The calculation excludes announced maintenance, urgent maintenance to resolve a security risk, force majeure, and disruptions caused by the Client, its equipment or internet connection, or by third-party services outside the Service Provider's reasonable sphere of influence. For other Plans, the Service Provider does not guarantee uninterrupted or error-free operation, unless agreed otherwise separately In writing. 8.3 The Service Provider may carry out maintenance, updates, security measures and technical changes. Planned maintenance shall, where reasonably possible, be announced in advance and carried out at times when the impact on Users is limited as far as possible. Necessary or urgent maintenance may be carried out without prior notice. 8.4 Disruptions or limitations caused by the Client's internet connections, equipment or software, external infrastructure, force majeure or third-party services outside the Service Provider's reasonable sphere of influence do not constitute a failure by the Service Provider. 8.5 Support is provided on working days between 09:00 and 17:00 via the App or by e-mail, to the extent support is included in the selected Plan. For Plans for which accelerated support has expressly been promised, the Client shall in principle receive an initial response within one (1) working day. This response time does not guarantee that a report, disruption or problem will be fully resolved within that period. 8.6 If the guarantee in paragraph 2 is not met, the PRO client shall, upon request submitted within thirty (30) calendar days after the end of the month concerned, receive a credit of 5% of the monthly fee for each full percentage point below 99%, up to a maximum of 25% of that monthly fee. This credit is the sole compensation for failure to meet the guarantee, without prejudice to the Client's right to dissolve the agreement in the event of a serious and repeated failure. 9. Security, hosting and access by support 9.1 The Service Provider preferably hosts the App and the data stored in it within the European Economic Area. Where data is stored or processed outside the EEA, this takes place only on the basis of a valid transfer mechanism within the meaning of the GDPR, such as an adequacy decision (including the EU-US Data Privacy Framework) or standard contractual clauses, supplemented where necessary by appropriate additional measures, and in accordance with Article 8 of Annex 1. The locations where data is stored or processed are listed in the overview of Sub-processors referred to in Article 6.4 of Annex 1. The Service Provider takes appropriate technical and organisational security measures in accordance with Annex 1. 9.2 Employees of the Service Provider only have access to the Client's data to the extent necessary for support, resolving disruptions, technical administration or complying with a statutory obligation. Support access takes place at the request or with the consent of the Client, except where immediate access is necessary to resolve a serious disruption or security incident. Support access is recorded and can be viewed at the Client's request. 10. Rules of use 10.1 The Client and its Users may not use the App in breach of laws and regulations, upload data they are not authorised to upload, circumvent the security of the App, reverse-engineer the App, or read out the App or data contained in it automatically other than via the export functions offered for that purpose. 10.2 In the event of a breach of this article, the Service Provider may suspend access in accordance with Article 4.4 and Article 22 of the General Terms and Conditions. 10.3 When a User uses the feedback function in the App, a screenshot of the current screen and technical data (such as browser data, recent error messages and network requests) are sent with the report. The App makes this known before sending. This data is used solely to resolve issues and improve the App, and is not retained for longer than necessary for that purpose.
11. Liability for the App 11.1 The total liability of the Service Provider for damage directly related to the use of the App is limited, per calendar year, to the amount actually paid by the Client in subscription fees for the App during the twelve (12) months preceding the event giving rise to the damage, with a minimum of €2,500 and a maximum of €25,000, exclusive of VAT. 11.2 In the event of loss of or damage to data, the Service Provider shall use reasonable efforts to restore data to the extent usable back-ups are available. The Service Provider does not guarantee that every loss of data can be fully restored. 11.3 Article 16 paragraphs 1, 2, 4, 7, 8 and 9 of the General Terms and Conditions apply mutatis mutandis. 12. End of the Subscription 12.1 After the end of the Subscription, the Client may, for sixty (60) calendar days, export the data available for that purpose within the App, including, where present, original Tachograph Data, reports and the Audit Log. During this period, the Service Provider may restrict access to reading and exporting. 12.2 The Client is responsible for timely export. After the export period, the Service Provider is entitled to delete the data. Personal data shall then be removed from active systems within thirty (30) calendar days unless a statutory obligation or another valid legal basis requires further retention. Data in back-ups shall be overwritten within the regular back-up cycle. 12.3 The Data Processing Agreement in Annex 1 remains fully applicable throughout this export and deletion period. 13. Responsibility of the Client as employer 13.1 As employer or principal of Drivers, the Client is the controller for the processing of their data via the App. The Client shall inform Drivers about this processing and ensure a valid legal basis. 13.2 The Client is responsible for obtaining, where required, the consent of the works council (ondernemingsraad) or employee representation for the use of the App as a system by which employee data is processed or monitored. 14. Switching to another provider 14.1 The Client may at any time request the Service Provider to switch to another provider of comparable services or to its own infrastructure, or to have all its exportable data erased, in accordance with Chapter VI of Regulation (EU) 2023/2854 (Data Act). A notice period of no more than two (2) months applies, also during the term of an annual Subscription. 14.2 After the notice period expires, a transitional period of thirty (30) calendar days applies, during which the Service Provider provides reasonable assistance with the switch and the App remains available for exporting data. If that period is technically unfeasible, the Service Provider shall notify the Client within fourteen (14) working days, stating reasons and an alternative period of no more than seven (7) months. 14.3 Exportable data includes in any event: account data, documents and original Tachograph Data uploaded by the Client, Analyses and reports, the Audit Log and the associated metadata. These are provided in a structured, commonly used and machine-readable format, such as DDD, PDF, CSV or JSON. 14.4 The Service Provider does not charge any fees for the switch itself. Article 3.4 of this annex continues to apply to the prepaid part of an annual Subscription, to the extent proportionate. 14.5 After a successful switch or the expiry of the export period, the Client's data shall be deleted in accordance with Article 12 of this annex. © 2026 Vbuddy B.V. — All rights reserved.
© 2026 Vbuddy B.V. — All rights reserved.